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HomeMy WebLinkAboutResolution - 2007-R0214 - Compromise Settlement Agreement - Owners Of Park Central Apartments - 05_24_2007Resolution No. 2007-R0214 May 24, 2007 Item No.5.28 RESOLUTION IBE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Compromise Settlement Agreement and Release of Claims with the owners of the Park Central Apartments, McWindmill Hill, L.C., a Texas limited liability company, relating to the acquisition of a portion of the property owned by McWindmill Hill, L.C., for the widening of West 50th Street, which is attached hereto and which shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if Rilly copied herein in detail. Passed by the City Council this 24th ATTEST: Reb cca Garza, City Secretary APPROVED AS TO CONTENT: Dave Booher Right of Way Agent APPROVED AS TO FORM: Matthew L. Wade Natural Resources Attorney ml/ccdoes/Settlement Resolution park central May 17, 2007 day of may , 2007. David A. Mil er, Mayor Resolution No. 2007-RO214 COMPROMISE SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS This Compromise Settlement Agreement and Release of Claims ("Settlement Agreement") is entered into by, between, and among the City of Lubbock (the "City"), and McWindmill Hill, L.C., a Texas limited liability company, the owners of Park Central Apartments located on 501h Street, (collectively the "Property Owner"). RECITALS WHEREAS, for the purposes of widening 501h Street from Slide Road to West Loop 289 the City Council of the City of Lubbock authorized, via Resolution 2005- R0397, passed August 25, 2005, the purchase/acquisition of a portion of the real property owned by the Property Owner and more particularly described by metes and bounds as follows: Being 0.142 acres (6202 Sq. Ft.) of land out of Tract "D", Wester Park to the City of Lubbock, Lubbock County, Texas, according to the map, plat and/or dedication deed thereof recorded in Volume 1522, Page 954, Deed Records and conveyed to McWindmill Hill LC. and recorded in Volume 4642, Page 76 of the Real Property Records of Lubbock County, Texas, which said 0.142 acres (6202 Sq. Ft.) of land is more particularly described as follows: BEGINNING at an "X" in concrete, found in the existing North right-of-way line of 50th Street for the most Southerly Southwest corner of said Tract "D", Wester Park and for the most Southerly Southwest comer of this parcel; (1) THENCE Northwesterly along the arc of a curve to the right and along the existing North right-of-way line of said 50th Street, an arc distance of 23.61 feet to a crow's foot, found in the existing East line of Englewood Avenue for a corner of this parcel, said curve has a radius of 15.00 feet, a central angle of 90®11'34", and a chord that bears North 43°27'21" West with a distance of 21.25 feet; (2) THENCE Northeasterly along the arc of a curve to the left and along the existing East right-of-way line of said Englewood Avenue, an arc distance of 16.09 feet to an "X" in concrete, set in the existing East line of said Englewood Avenue and the proposed North line of said 501h Street for the Northwest corner of this parcel, said curve has a radius of 617.07 feet, a central angle of 01°29'38", and a chord that bears North 00°27'05" East with a distance of 6.09 feet; (3) THENCE South 42°22'33" East, along the proposed North right-of-way line of said 501h Street, 25.61 feet to an "X" in concrete, set for a comer of this parcel; (4) THENCE South 88°12'08" East, along the proposed North right-of-way line of said 50th Street, 433.03 feet to a magnetic nail, set for a comer of this parcel; (5) THENCE North 51°21'40" East, along the proposed North right-of-way Iine of said 50"' Street, 25.19 feet to a magnetic nail, set in the existing West line of Elkhart Avenue for the Northeast corner of this parcel; (6) THENCE South 01°50'24" West, along the existing West right-of-way line of said Elkhart Avenue, 14,12 feet to a %" iron rod, found in the existing North line of said 50"' Street for a corner of this parcel; (7) THENCE Southwesterly along the are of a curve to the right and along the existing North right-of-way line of said 50`" Street, an arc distance of 23.42 feet to an "X" in concrete, found in the existing North line of said 50`' Street for the most Southerly Southeast corner of this parcel, said curve has a radius of 15.00 feet, a central angle of 89°27'04", and a chord that bears South 46°26'45" West with a distance of 21.22 feet; THENCE North 889 V09" West, along the existing North right-of-way line of said SO`" Street, 439.74 feet (call 439.64 feet) to the P.O.B. of which contains an area of 0.142 acres (6202 Sq. Ft.); (the "Property"); WHEREAS, all parties are willing to settle all claims, and resolve all matters between them in connection with the acquisition of the Property, to avoid the inconvenience, distractions, uncertainties, and expenses attendant to eminent domain proceedings, litigation and trial, in exchange for the consideration and releases set forth below. IN CONSIDERATION of the payment by City to the Property Owner of the sum of ONE MILLION and NO/100 DOLLARS (S1,000,000.00), the Property Owner agrees to execute a Special Warranty Deed in the form of Exhibit A, attached hereto and incorporated herein by reference, the purpose of which is to convey, in fee simple, the Property described above to the City. This conveyance is made under threat of condemnation and is being done to avoid eminent domain proceedings and the added expenses of litigation, and the consideration recited herein represents a settlement and compromise by all parties as to the value of the property interests herein conveyed and damages, if any, to remaining property not taken. This Agreement settles all claims, including, without limitation, all claims or demands for damages, attorney's fees, costs, causes of action or suit in equity, of whatsoever kind or nature between the City and the Property Owner and their respective officers, employees, directors and agents as relates to the threatened condemnation. 2. Payment shall be made by check in the amount of ONE MILLION and NO/100 DOLLARS ($1,000,000.00), payable to Service Title Company (the "Closing Agent") after this Settlement Agreement is executed by all parties. 3. The Closing Agent shall deliver to the Property Owner or its duly authorized agents, the funds described above once all documents, items and instruments required of this Settlement Agreement, McWindmill Hill Page 2 of 7 Settlement Agreement are completed, executed and/or delivered to the satisfaction of the City. The funds shall be made payable to Zachary S. Brady, Trustee for McWindmill Hill, L.C. 4. The Property Owner further agrees, in order to convey the unencumbered fee simple interest in and on the Property, to secure and/or execute any additional instruments that may be required, in the sole discretion of the City and in a form and substance acceptable to the City, to effectuate the purposes of this Settlement Agreement, including, but not limited to, the following items: (a) The Closing Agent be provided with sufficient proof that there are no rights or claims of tenants and parties in possession under any unrecorded lease together with any security interests in fixtures given by tenant(s) of the Property; (b) That the Closing Agent be presented with sufficient documentation, proof and/or information to perform or otherwise satisfy the requirements of items 6-16 of Schedule C, which is attached hereto as Exhibit B and incorporated herein as though set forth fully herein; 5. This Settlement Agreement may be pled as a full and complete defense to any action, lawsuit, or other proceeding, which may be instituted, prosecuted, or attempted for, upon, or in respect of any of the claims released hereby in connection with the right of way acquisition accomplished herein. The Property Owner agrees that any such proceeding would cause irreparable injury to the party against whom it is brought, and that any court of competent jurisdiction may enter an injunction restraining prosecution thereof. 6. The Property Owner agrees that the damages suffered by the City by reason of any breach of any provision of this Settlement Agreement shall include not only the amount of any judgment that may be rendered against the City or any of its respective officers, employees, directors and agents by reason of a breach of this Settlement Agreement, but shall also include all damages suffered by them, including the cost of attorney's fees and other costs and expenses of instituting, preparing, prosecuting, defending any action or suit resulting from a breach of this Settlement Agreement, whether taxable or otherwise, and costs to them of attorney's fees and all other costs and expenses of instituting, preparing, or prosecuting any counterclaim, suit, motion, or action to recover damages resulting from the breach of this Settlement Agreement, whether taxable or otherwise. 7. The Property Owner hereby represents and warrants that the Property Owner owns the Property and has not transferred, conveyed, pledged, assigned, or made any other disposition of the Property or any other rights it has under this Settlement Agreement. The Property Owner agrees to indemnify and hold harmless the City and any of its respective officers, employees, directors or agents from and against any and all claims, demands, or causes of action and the reasonable and necessary costs, including attorney's fees, incurred in the defense of any proceeding or claim, brought by a person claiming an ownership interest in the Property by, through or under Settlement Agreement, McWindmill Will Page 3 of 7 Property Owner, including any liens whether statutory or otherwise, or any other matter covered by this Settlement Agreement. 8. The terms of this Settlement Agreement shall inure to the benefit of, and be binding upon, the City and the Property Owner and their respective legal representatives, successors, heirs or assigns. 9. All signatories to this Settlement Agreement hereby represent and warrant that they have the authority to execute this Settlement Agreement and all related documents, including but not limited to, the Warranty Deed attached hereto as Exhibit A, and bind the respective parties. 10. This Settlement Agreement states the entire agreement of the parties with respect to the matters discussed herein, and supersedes all prior or contemporaneous oral or written understandings, agreements, statements, or promises. 11. This Settlement Agreement may not be amended or modified in any respect except by a written instrument duly executed by all of the parties to this Settlement Agreement. 12. If this Settlement Agreement does not become effective for any reason, it shall be deemed negotiations for settlement purposes only and will not be admissible in evidence or usable for any purposes whatsoever. 13. This Settlement Agreement has been and shall be construed to have been drafted by all parties to it so that the rule of construing ambiguities against the drafter shall have no force or effect. 14. If any portion or term of this Settlement Agreement is held unenforceable by a court of competent jurisdiction, the remainder of this Settlement Agreement shall not be affected, and shall remain fully in force and enforceable. 15. Each party has consulted with whatever consultants, attorneys, or other advisors each deems appropriate concerning the effect of entering into this Settlement Agreement, and the Property Owner assume the risk arising from not seeking further or additional consultation with such advisors. 16. Each party assumes the risk of any mistake of fact or law with regard to any aspect of this Settlement Agreement, the dispute described herein, or any asserted rights released by this Settlement Agreement. 17. The Property Owner shall be solely responsible for any and all federal, state or local income taxes, if any, associated with this Settlement Agreement. 18. The terms and conditions of this Settlement Agreement shall survive the execution of the Special Warranty Deed attached hereto as Exhibit A or any other document conveying the Property described herein to the City. Settlement Agreement, McWindmill Hill Page 4 of 7 19. Each party further states that this Settlement Agreement, including the foregoing release, has been carefully read and each party understands the contents thereof and has signed the same as their own respective free act, and has not been influenced in making this settlement by any representative of a party or parties released. 20.It is further understood that the provisions of this Settlement Agreement are contractual and not mere recitals, and that the laws of the State of Texas shall govcrn this Settlement Agreement and that venue for any action arising out of or related to this Settlement Agreement and the claims associated therewith shall lie in Lubbock County. EFFECTIVE this STATE OF TEXAS COUNTY OF LUBBOCK § day of TUIV92007, PROPERTY OWNER Printed Name AS Iq u�q (' of MCWINDMILL HILL, L.C. Before me, the undersigned authority, on this fM'7) day of IU U 2007, personally appeared �� KC / c &u"ept- of McWindmill Hill, L.C., known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed, doing so as IL�fi�A�L- of McWindmill Hill, L.C., a Texas limited liability c ANGAA D. TAYLOR j * "Of, JANUARY 30, 2008 of T, , and on its behalf. is for Settlement Agreement, McWindmill Hill Page 5 of 7 CITY OF LUBBOCK By: David A. Miller Mayor STATE OF TEXAS COUNTY OF LUBBOCK § Before me, the undersigned authority, on this _ aS _ day of _ Ma 2007, personally appeared David A. Miller, Mayor of the City of Lubbock, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed. S CEEBB �+4[SEAL]NoWY SWe of Texas �W1 yr Y Camntission Fires 03-01-2010 No ry Public for the State of Texas Settlement Agreement, McWindmill Hill Page 6 of 7 APPROVED AS TO FORM AND CONTENT: Z C( AH RY A fey for Property Owner MA HEW L. MWE Attorney for City of Lubbock Settlement Agreement, McWindmill Hill Page 7 of 7 Resolution No. 2007-RO214 Exhibit "A" SERVICE TITLE COMPANY llllfll!!IlIIIIIlllfffflllillillll!!IIlIlllffffffllfflllfilf DEED 2007032611 4 PGS SPECIAL WARRANTY DEED GF#88518 THE STATE OF TEXAS § § KNOWN ALL MEN THESE PRESENTS COUNTY OF LUBBOCK § That MCWINDMILL HILL, L.C. A TEXAS LIMITED LIABILITY COMPANY, hereinafter referred to as Grantor, the owners of certain real property described herein, for and in consideration of the cash sum of ten dollars ($10.00) and other good and valuable consideration in hand paid by the City of Lubbock of Lubbock County, Texas, a municipal corporation, hereinafter referred to as Grantee, the receipt and sufficiency of which is hereby acknowledged and confessed, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY unto the Grantee, its successor and assigns, all right, title and interest in and to that certain Lot, Tract, or Parcel of land situated in the County of Lubbock, State of Texas, described as follows, to wit: All that certain tract, piece or parcel of land, lying and being situated in the County of Lubbock, State of Texas, described in the attached legal description (EXHIBIT "A") attached hereto and made a part hereof for all purposes, to which reference is made for a more particular description of said property. This conveyance is made under threat of condemnation and is being done to avoid eminent domain proceedings and the added expenses of litigation, and the consideration recited herein represents a settlement and compromise by all parties as to the value of the property interests herein conveyed and damages to remaining property not taken. Reservations from and Exceptions to Conveyance and Warranty: This conveyance is made by Grantors and accepted by the City of Lubbock subject to the following: 1. Visible and apparent easements not appearing of record. 2. Any discrepancies, conflicts, or shortages in area or boundary lines or any encroachments or any overlapping of improvements which a current survey would show. 3. Matters presently of record in the Official Public Records of Lubbock County, Texas, that affect the property, including but not limited to easements, leases, restrictions, reservations, covenants, conditions, oil and gas leases, mineral severances, and encumbrances for taxes and assessments (other than liens and conveyances), but only to the extent that said items are still valid and in force and effect at this time. TO HAVE AND TO HOLD, the premises herein described and herein conveyed together with all and singular the rights and appurtenances thereto in any wise belonging unto the City of Lubbock and its assigns forever; and Grantors do hereby bind ourselves, our heirs, executors, Special Warranty Deed Page I of 3 administrators, successors and assigns to Warrant and Forever Defend all and singular the said premises herein conveyed unto the City of Lubbock and its assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof, by through or under Grantors, but not otherwise. EXECUTED this the 101- day of, 2007. GRANTOR /k�7te 12c Qyu �� , Printed Name AS _M a -a 6a,= of MCWINDMILL HILL, L.C. STATE OF TEXAS § COUNTY OF LUBBOCK § Before me, the undersigned authority, on this day of 2007, personally appeared dike MtDNMAJ , of McWindmill Hill, L.C. known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed, doing so as 1vl0. tJY , of McWindmill Hill, L.C., a Texas limited liability company, and on its behalf. [S �.... Y r LILLIE JANE SHIPLEY Notary Pubic, Stake of Texas Icy Canals M Expires 0749.2008 a &A, d'41. Notary Iq)I r , State of Tex -as Special Warranty Deed Page 2 of 3 Exhibit A Being 0.142 acres (6202 Sq. Ft.) of land out of Tract "D", Wester Park to the City of Lubbock, Lubbock County, Texas, according to the map, plat and/or dedication deed thereof recorded in Volume 1522, Page 954, Deed Records and conveyed to McWindmill Hill L.C. and recorded in Volume 4642, Page 76 of the Real Property Records of Lubbock County, Texas, which said 0.142 acres (6202 Sq. Ft.) of land is more particularly described as follows: BEGINNING at an "X" in concrete, found in the existing North right-of-way line of 50te Street for the most Southerly Southwest comer of said Tract "D", Wester Park and for the most Southerly Southwest corner of this parcel; (1) THENCE Northwesterly along the are of a curve to the right and along the existing North right- of-way line of said 50`s Street, an arc distance of 23.61 feet to a crow's foot, found in the existing East line of Englewood Avenue for a corner of this parcel, said curve has a radius of 15.00 feet, a central angle of 9091'34", and a chord that bears North 43°27'21" West with a distance of 21.25 feet; (2) THENCE Northeasterly along the arc of a curve to the left and along the existing East right-of- way line of said Englewood Avenue, an arc distance of 16.09 feet to an "X" in concrete, set in the existing East lute of said Englewood Avenue and the proposed North line of said 50" Street for the Northwest comer of this parcel, said curve has a radius 617.07 feet, a central angle of 01°29'38", and a chord that bears North 00°27'05" East with a distance of 16.09 feet; (3) THENCE South 42°22'33" East, along the proposed North right-of-way line of said 50`s Street, 25.61 feet to an "X" in concrete, set for a corner of this parcel; (4) THENCE South 88°12'08" East, along the proposed North right-of-way line of said 50`b Street, 433.03 feet to a magnetic nail, set for a comer of this parcel; (5) THENCE North 51 °21'40" East, along the proposed North right-of-way line of said 50`s Street, 25.19 feet to a magnetic nail, set in the existing West line of Elkhart Avenue for the Northeast corner of this parcel; (6) THENCE South 01°50'24" West, along the existing West right-of-way line of said Elkhart Avenue, 14.12 feet to a %" iron rod, found in the existing North line of said 50'h Street for a comer of this parcel; (7) THENCE Southwesterly along the are of a curve to the right and along the existing North right- of-way line of said 50°' Street, an are distance of 23.42 feet to an "X" in concrete, found in the existing North line of said 50'h Street for the most Southerly Southeast corner of this parcel, said curve has a radius of 15.00 feet, a central angle of 89°27'"', and a chord that bears South 46°26'45" West with a distance of 21.11 feet; (8) THENCE North 88'11'09" West, along the existing North right-of-way line of said 501' Street, 439.74 feet (call 439.64 feet) to the P.O.B. of which contains an area of 0.142 acres (6202 Sq. Ft.). Resolution No. 2007-RO214 Exhibit 66B" SCHEDULE C Your Policy will not cover loss, costs, attorney's fees, and expenses resulting from the following requirements that will appear as Exceptions in Schedule i3 of the Policy, unless you dispose of these matters to our satisfaction, before the date the Policy is issued: I. Documents creating your title or interest must be approved by us and must be signed, notarized and filed for record. 2. Satisfactory evidence must be provided that: no person occupying the land claims any interest in that land against the persons named in paragraph 3 of Schedule A, all standby fees, taxes, assessments and charges against the property have been paid, all improvements or repairs to the property are completed and accepted by the owner, and that all contractors, sub -contractors, laborers and suppliers have been fully paid, and that no mechanic's, laborer's or materialmen's liens have attached to the property, there is legal right of access to and from the land, on a Mortgagee Policy only) restrictions have not been and will not be violated that affect the validity and priority of the insured mortgage. 3. You must pay the seller or borrower the agreed amount for your property or interest. 4. Any defect, lien or other mater that may affect title to the land or interest insured, that arises or is filed after the effective date of this Commitment. 5. Good funds in an amount equal to all disbursements must be received and deposited before any disbursement may be made. Partial disbursements, prior to the receipt and deposit of good funds, are not permitted. "Good funds' means: a. Cash or wire transfers; b. Certified check, cashier's checks and teller's checks; c. Uncertified funds in amounts less than $1,500.00, including checks, traveler's checks, money orders, and negotiable orders of withdrawal; provided multiple items shall not be used to avoid the $1,500.00 limitation; d. Uncertified funds in amounts of $1,500.00 or more, drafts, and any other items when collected by the financial institution; e. State of Texas warrants; f. United States Treasury checks; g. Checks drawn on a bank or savings and loan association insured by the FDIC and FSLIC and for which a transaction code has been issued pursuant to, and in compliance with, a fully executed immediately available funds procedure agreement (form T-37) with such bank of savings and loan association; h. Checks by city and county governments located in the State of Texas. (SEE CONTINUATION OF SCHEDULE C, ATTACHED HERETO & MADE A PART HEREOF) S. We will refquire that a Release of Lien be filed In the Official Public Records of Lubbock County, Texas, of the Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing from MCWINDMILL HILL, L.C. to LONG BEACH BANK, F.S.B., dated July 27, 1994, In the original principal sum of $2,467,500.00, and recorded in Volume 4642, Page 81 of the Real Property Records of Lubbock County, Texas; additionally secured by Collateral Assignment of Leases and Rents recorded in Volume 4642, Page 108 of the Real Property Records of Lubbock County, Texas; additionally secured by Financing Statement recorded in Volume 4642, Page 124 of the Real Property Records of Lubbock County, Texas; assigned to GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., dated July 27, 1994, and recorded in Volume 4742, Page 301 of the Real Property Records of Lubbock County, Texas; assignment of Collateral Assignment of Leases and Rents to GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., dated July 27, 1994, and recorded in Volume 4742, Page 317 of the Real Property Records of Lubbock County, Texas; assignment of Financing Statement to GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., recorded in Volume 4742, Page 327 of the Real Property Records of Lubbock County, Texas; Assignment of Loan Documents to SALOMON BROTHERS REALTY CORP., dated April 18, 1995, and recorded in Volume 5676, Page 303 of the Real Property Records of Lubbock County, Texas; assignment of Beneficial Interests under Deed of Trust to SALOMON BROTHERS REALTY CORP., dated April 18, 1995, and recorded in Volume 5677, Page 80 of the Real Property Records of Lubbock County, Texas; assignment of Collateral Assignment of Leases and Rents to SALOMON BROTHERS REALTY CORP., dated April 18, 1995, and recorded in Volume 5677, Page 83 of the Real Property Records of Lubbock County, Texas. 7. We will require that a Release of Lien be filed in the Official Public Records of Lubbock County, Texas, of the Deed of Trust and Security Agreement from MCWINDMILL, L.C. to SALOMON BROTHERS REALTY CORP., dated November 26, 1997, in the original principal sum of $3,100,000.00, and recorded in Volume 5658, Page 94 of the Real Property Records of Lubbock County, Texas; additionally secured by Assignment of Leases and Rents recorded in Volume 5658, Page 145 of the Real Property Records of Lubbock County, Texas; assigned to LASALLE NATIONAL BANK, as trustee for the registered holder of Mortgage Capital Funding, Inc., Mutifamily/Commercial Mortgage Pass -Through Certificates, Series 1998-M3, dated July 25, 2001, and recorded in Volume 7294, Page 343 of the Real Property Records of Lubbock County, Texas. 8. We will require Termination of the Financing Statement from MCWINDMILL, L.C. to SALOMON BROTHERS REALTY CORP. as evidenced by that UCC-1, filed for record on November 26, 1997, under UCC No. 1283 in Lubbock County, Texas, assigned to LASALLE NATIONAL BANK, as trustee for the registered holder of Mortgage Capital Funding, Inc., Mutifamily/Commercial Mortgage Pass -Through Certificates, Series 1998-MC3, recorded in Volume 7651, Page 201 of the Official Public Records of Lubbock County, Texas. 9. We will require that a Release of Lien be filed in the Official Public Records of Lubbock County, Texas, of the Deed of Trust from MCWINDMILL HILL, L.C. to PLAINS NATIONAL BANK, dated August 12, 1999, in the original principal sum of $248,000.00, and recorded in Volume 6394, Page 337 of the Real Property Records of Lubbock County, Texas. 10. We will require a release of the Abstract of Judgment in favor of GERALD C. NOBLES, JR. and against TEXAS STATE LEGAL SERVICES AND MCDOUGAL PROPERTIES, dated November 12, 2002, and recorded in Volume 7988, Page 283 of the Official Public Records of Lubbock County, Texas. 11. We will require that Service Title Company be provided with a copy of the Articles of Organization and Regulations, or as they are often called, Membership Agreements, of McWindmill Hill, L.C., and any amendments thereto, in order to determine the authority of the members and/or managers of said limited liability company. After review of said documents, we may have additional requirements. 12. If the manager or member of said limited liability company is a corporation, we will require that Service Title Company be provided with Articles of Incorporation and any amendments thereto of said corporation. We will also require a Certificate of Good Standing for said corporation indicating that all franchise taxes have been paid. 13. We will require that Service Title Company be provided with a Certificate of Organization issued by the State of Texas Secretary of State showing that McWindmill Hill, L.C., has been properly registered. 14. We will require that Service Title Company be provided with a Certificate of Account Status from the Texas Comptroller of Public Accounts for McWindmill Hill, L.C. 15. We will require an Original Certificate of Resolution(s), in recordable form (executed before a Notary Public), certifying that the limited liability company, McWindmill Hill, L.C., has authorized the sale of subject property, and to confirm the authority of the members and/or managers who are authorized to act on behalf of the limited liability company to execute any and all documents in regard to this transaction. 16. We will require a UCC Search with the Secretary of State, State of Texas, for any financing statements which may have been filed of record.