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HomeMy WebLinkAboutR2011-013sAlegal\our documents\resolutions\l l\offer to purchase resolution - 2 00 acre denton county tract.doc RESOLUTION NO. R2011-013 A RESOLUTION AUTHORIZING THE CITY MANAGER TO SUBMIT AN OFFER TO DENTON COUNTY FOR THE PURCHASE OF A 2-ACRE TRACT, MORE OR LESS, OF REAL PROPERTY SITUATED IN THE HIRAM CISCO SURVEY, ABSTRACT NO. 1184, DENTON COUNTY, TEXAS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Denton County, a political subdivision of the State of Texas is presently soliciting proposals for a purchase and sale transaction of an approximate 2 acre tract of land owned in fee by Denton County; and WHEREAS, the City of Denton, a political subdivision located within Denton County, Texas, duly organized and authorized under the laws of the State of Texas, desires to submit an offer to purchase the subject 2-acre tract, more or less, for municipal purposes; NOW, THEREFORE THE CITY COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. All matters stated in the Preamble are found to be true and correct and are hereby incorporated into the body of this Resolution as if copied in their entirety. SECTION 2. The City Manager, or his designee, is hereby authorized to submit a sealed-bid proposal conforming to the requirements of the Denton County "Bid RFP 01-11-2075", as may be amended, modified and/or corrected by Denton County, attached hereto and made a part hereof for all purposes. SECTION 3. This Resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the 1/~ 7 3 daY of , 2011. , MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BJ YmYJ V," VED NS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: L , L L LC11 , 3 _S Denton County Solicitation RFP 01-11-2075 Bid RFP 01-11-2075 Sale of Real Property - McKinney Street Properties 4 Denton County Feb 25, 20114:35:54 PM CST P. 1 Denton County Bid RFP 01-11-2075 Sale of Real Property - McKinney Street Properties Bid Number RFP 01-11-2075 Bid Title Sale of Real Property - McKinney Street Properties Bid Start Date In Held Bid End Date May 2, 2011 2:00:00 PM CDT Question & Answer End Apr 18, 2011 2:00:00 PM CDT Date Bid Contact Annet Warzwick Contract Administrator 940-349-3146 Annet.Warzwick@dentoncounty.com Description Bid RFP 01-11-2075 Unless otherwise noted, there is no charge to the vendor to participate in this solicitation. Denton County Commissioners Court has established the minimum bid amount for sale of the property at $1,000,000. Denton County reserves the right to reject any or all bids, in whole or in part, to waive any informality in any bid, and to accept the bid which, in its discretion, is in the best interest of Denton County. All proposals must be sealed and received at Denton County Purchasing Department, 401 West Hickory, Suite 324, Denton, TX 76201 no later than date and time listed above. This is a PAPER ONLY solicitation and submittal requirements are Included in the specifications, Feb 25, 2011 4:35:54 PM CST p. 2 Pi ~ r M Do ty MJn Building Fron":.- Mc"::iney S'.,,,--t Property Description: Aerial V: -w of . r--. -I Property Type: Office/General Commercial d Class: Commercial Zoned: Downtown Commercial General (DC-G) Address: 300 E, McKinney St. and 319 E. Oak St., Denton, TX Buildings .Sizes: 7,868 SF Office Building 1,887 8F General Commercial Building 1,829 SF Residence (no historical value) 1,956 SF Former Service Station (tanks removed) Lot Size. Approximately 2.00 acres (87,1201 SF) Year Built: Constructed 2960/1910 With Periodic Rehabilitation Stories: 1 Parking: 30,000 SF, Mixed Concrete/Asphalt Parcel Igo: Tracts 85-92, H, Cisco Survey, Abstract 1.184 Property Features: 0 Corner location with frontage on three sides. McKinney, Oak and Oakland Streets 0 9,755 SF of net rentable low cost-avg commercial building space 0 Approximately 30,0300 SF, mixed concrete/asphalt paved parking/drive areas a Gas tanks removed and TNRCC cleared February 1.996 from 1,956 SF Former Service Station a Asbestos abater it f _-ned in '-n r ry 2006 on the 7,868 SF Office Building Information available at or Denton County Purchasing - 940-349-3130 Sealed Bids due no later th;7 2:0" p.' on IV )nday, May 2, 2011 Minimum Bid $1,000,000.00 Denton County DENTON COUNTY, TEXAS REQUEST FOR PROPOSAL SALE OF REAL PROPERTY- MCKINNEY STREET PROPERTIES REP #02-11-2075 Bid RFP 01-11-2075 Feb 25, 20114:35:54 PM CST p. 4 Denton County DENTON COUNTY SALE OF REAL PROPERTY RFP #02-11-2075 Real Property - 2.00 Acres - 300 E. McKinney St and 319 E. Oak St - Denton TX. Bid RFP 01-11-2075 The Denton County Commissioners Court has given notice of intent to sell a parcel of real property, described herein, by sealed proposal. All sealed proposals must be received by the Denton County Purchasing Department, located at 401 W. Hickory, Suite 324, Denton, Texas 76201, no later than Monday, My 2, 2011, at which time all timely received proposals will be received and publicly acknowledged at the location, date, and time stated above. Offerers, their representatives and interested persons may be present. Proposals shall be received and acknowledged only so as to avoid disclosure of the contents to competing offerers and kept secret during the negotiation/evaluation process. However, all proposals shall be open for public inspection after the contract is awarded, except for trade secrets and confidential information contained in the proposal so identified by offerer as such. All references to bid or proposal are utilized interchangeably throughout this document. 2. Proposals must be in a sealed envelope and labeled as follows: Sale of Real Property - McKinney Street Properties, RFP #02-11-2075. Late bids will not be received under any circumstances. The Denton County Commissioners Court may reject any and all bids submitted as it deems to be in the best interest of Denton County. 3. The intent of this RFP is to solicit proposals for the sale of property described herein. Denton County Commissioners Court has the sole discretion of determining the best value for the county. It is understood that Denton County, reserves the right to accept or reject any and/or all proposals as it shall deem to be in the best interest of Denton County. Receipt of any proposal shall under no circumstances obligate Denton County to accept the highest proposal. The award of the contract shall be made to the responsible offerer whose proposal is determined to be the best evaluated offer resulting from negotiation, taking into consideration the relative importance of price and other evaluation factors set forth in the request for proposal. 4. The Denton County Commissioners Court is authorized to sell real property by utilizing the sealed bid procedure in accordance with Texas Local Government Code § 263.007 for a public purpose in accordance with Texas Local Government Code §263.006. The parcel of real property offered for sale by sealed proposal is described as follows: Commercial Facility and Excess Land SEC McKinney Street and Oakland Street City of Denton, Denton County, TX ZONING: Mixed Use (DC-G) IMPROVEMENTS: Low Cost-Avg Class C Commercial Facility with 9,755 SF Net Rentable Area (excludes buildings offering no contributory value). Feb 25, 20114:35:54 PM CST P. 5 Denton County Bid RFP 01-11-2075 LEGAL DESCRIPTION: The subject is a 9,755 SF (NRA) commercial facility and site improvements on 2.00 acres (87,120 SF) of land. The property is located at the southeast corner of McKinney Street and Oakland Street. The subject property is legally described as 2.00 Acres in the H. Cisco Survey, Abstract No. 11840, City of Denton, Denton County, Texas. 6. If bidding on this property, a Contract for Sale of Real Estate must be completed stating the identity of the property along with a check in the amount of five percent (5%) of the bid amount for each property bid upon. 7. Bids must give the full name, address and telephone number of the bidder on the bid sheet provided. Failure to manually sign will disqualify the bid. All bids shall be submitted on the bid sheet attached hereto. The attached Letter Agreement must also be completed, signed and returned with your bid. 8. A bid cannot be altered or amended after opening time. 9. The parcel of real property described above may be viewed by contacting Dale Nelson, Denton County Facilities, 940-349-2970. Bidder acknowledges that Denton County and the Denton County Commissioners Court have provided Bidder with the opportunity to inspect the property prior to bidding on and/or purchasing the property and the Bidder has or has not so inspected the property at his, or her, sole discretion. Bidder acknowledges that the decision to purchase the above described property is entirely their own and that the Bidder has not relied on any representation or warranty made by any officer, employee or agent of Denton County or the Denton County Commissioners Court in deciding to purchase the property. Each bidder shall be held to have examined the property under consideration and confirm that he, or she, fully understands and is cognizant of all factors related to the sale of the parcels of real property. Each bidder is required to determine value before bidding. 10. Notice of award, if any, will be made in writing by the Denton County Commissioners Court, and the Denton County Commissioners Court has the right to reject any and all proposals submitted. In addition, the Denton County Commissioners Court may accept or reject all or any part of any bid, waive minor technicalities and award the bid to the highest responsible bidder on the property. 11. The bidder shall close on the transaction within 30 business days of notice from the Denton County Commissioners Court of the award of bid. The successful bidder will be responsible for closing costs associated with the transaction, if any, and any real estate fees that may be incurred by the Buyer as stipulated to in the attached Contract for Sale of Real Estate. The Contract for Sale of Real Estate must be completed, signed and attached to the bid along with the required five percent (5%) of the bid amount for the property bid upon by Bidder. Feb 25, 20114:35:54 PM CST P. 6 Denton County Bid RFP 01-11-2075 12. By policy approved by the Denton County Commissioners Court, no Denton County Purchasing Department employees or their immediate family may bid on property sold through a Sealed Bid Sale. Denton County Purchasing Department employees may not knowingly purchase or receive merchandise through a third parry through a Sealed Bid Sale. 13. No public official shall have any interest in this contract, except as permitted by Chapter 171, Texas Local Government Code. 14. All property is offered "AS IS" WITH THE EXPRESS STIPULATION THAT EACH BIDDER UNDERSTANDS THERE ARE NO EXPRESS OR IMPLIED WARRANTIES BY DENTON COUNTY OR THE DENTON COUNTY COMMISSIONERS COURT, AS TO THE PARCEL OF REAL PROPERTY LISTED ABOVE. THE PAYMENT OF ALL AD VALOREM TAXES AND ANY OTHER ENCUMBRANCES, LIENS OR OTHER CHARGES LEVIED OR ASSESSED AGAINST THE ABOVE DESCRIBED PARCEL OF REAL PROPERTY. The successful bidder who purchases the above described parcel of real property shall defend, indemnify, and save harmless the Denton County and the Denton County Commissioners Court from and against any and all liability, losses, attorney's fees or expenses of whatever nature or character arising out of or occasioned by any claim or suit for damages, on account of injury to or the death of any person or damage to any property resulting from the use of the property sold hereunder, no matter who may be using the property at the time injury or damages occur. This indemnity survives the closing of his transaction. 15. The apparent silence of the specifications as to any detail or to the apparent omission from it of a detailed description concerning any point, shall be regarded as meaning that only the best commercial practices are to prevail. All interpretations of these specifications shall be made on the basis of this statement. 16. It is the Bidder's responsibility to promptly notify the Denton County Director of Purchasing of all conflicts, errors, ambiguities, or discrepancies which bidder has discovered in the bid specifications or between the contract for purchase of the above described parcels of real property and such other related documents. 17. WITHDRAWAL OF PROPOSAL: A proposal may not be withdrawn or cancelled by the offerer for a period of ninety (90) days following the date designated for the receipt of proposal, and offerer so agrees upon submittal of their proposal. Denton County reserves the right to properly inspect and appraise any property offered for exchange. 18. Denton County Commissioners Court has established the minimum bid amount for sale of the property at $1,000,000. Feb 25, 2011 4:35:54 PM CST p. 7 Denton County PROPOSAL FORM SALE OF REAL PROPERTY RFP #02-11-2075 Property Description Proposal Earnest Money Earnest Contract Money Enclosed? Enclosed? 2.00 acres McKinney Street Properties Company Name Authorized Signature Address Name (Printed or Typed) City, State, Zip Title Phone Date Fax E-Mail Federal ID Number (Required if applicable) Bid RFP 01-11-2075 Feb 25, 2011 4:35:54 PM CST P. 8 AERIAL B BUILDING ~'I TI General escription The subject is a commercial with four buildings on the site. The buildin summarized as follows: 7,868 F Office Building 1,887 F General Commercial Building 1,829 Sr' Residence 1_,956_S Former Service Station Janks removed) 13,540 F Denton County Bid RFP 01-11-2075 CONTRACT FOR SALE OF REAL ESTATE This Contract for Sale of Real Estate ("Contract") for real property described herein, is hereby made by and entered in to between DENTON COUNTY, TEXAS ("Seller") and ("Purchaser"). ARTICLE I. THE PROPERTY Subject to the terms and provisions of this Contract, Seller agrees to sell and convey to Purchaser, by Special Warranty and Deed, and Purchaser agrees to purchase from Seller that certain parcel of real property described below and hereinafter referred to as the "subject property." The subject property is described as follows: LEGAL DESCRIPTION: The subject is a 9,755 SF (NRA) commercial facility and site improvements on 2.00 acres (87,120 SF) of land. The property is located at the southeast corner of McKinney Street and Oak Street. The subject property is legally described as 2.00 Acres in the H. Cisco Survey, Abstract No. 11840, City of Denton, Denton County, Texas. This sale includes: all easements, rights of way, licenses, rights, hereditaments, privileges, and interests in any way affecting or serving any or all of the subject property. Seller will execute and deliver to the buyer, at closing of the sale or thereafter on demand, all proper instruments for the conveyance of title. ARTICLE H. PURCHASE PRICE It is understood and agreed by the parties that this conveyance is to be made and the purchase price of The consideration is to be paid as follows: five percent (5%) of the entire purchase price in cash, to be paid in escrow as earnest money upon execution of this contract the balance of the purchase price to be paid at closing by purchaser. For the purpose of securing the performance of the Purchaser under the terms and provisions of this Contract, Purchaser, shall submit the earnest money with the bid. If the Purchaser's bid is accepted, Seller, within (5) days from the date this Contract is fully executed, shall deliver to the title company, identified below, as Escrow Agent, the sum of $ Earnest Money, together with a copy of this agreement. On completion of this sale, if consummated, the earnest money and all interest accrued thereon shall be credited against the down payment provided above, and shall be paid over to seller by the escrow agent. Feb 25, 2011 4:35:54 PM CST P. 10 Denton County ARTICLE III. TITLE, SURVEY AND TESTS Bid RFP 01-11-2075 Seller, within 30 days from the date on which this contract has been fully executed, shall cause to be furnished to Purchaser a current commitment for owner policy of title insurance issued by , describing the land, which legal description, unless modified by the survey referred to in this contract shall be deemed incorporated into this contract, and accompanied by copies of all recorded instruments referred to in the commitment as conditions or exceptions to title to the Property. With regard to the standard printed exceptions and other exceptions generally included in a commitment, (i) the exception for restrictive covenants shall be annotated either "None of Record" or "None of Record except (restrictions listed), " (ii) the exception for ad valorem taxes shall reflect only taxes for the current year and shall be annotated "not yet due and payable," (iii) there shall be no exception for "visible and apparent easements," for "public or private roads" or the like, except if reference is made to a specified survey and a specified unrecorded exception shown on the survey, (iv) there shall be no exception for "rights of parties in possession" and (v) the exception for area and boundaries shall be annotated to show that the boundary portion of the exception will be deleted at closing. Should the commitment show the condition of title to be objectionable, and in the event purchaser so objects, Seller shall promptly undertake to eliminate or modify all such objectionable matters to the reasonable satisfaction of Purchaser. In the event Seller is unable to do so within 10 days after receipt of written notice, this Agreement shall be null and void for all purposes and all earnest monies previously deposited shall be returned by the title company to Purchaser, and thereupon both Seller and Purchaser shall be released from all obligations to each other under this contract; otherwise the condition shall be deemed to be acceptable and any objection to the condition shall be deemed to have been waived for all purposes. Seller also agrees to notify Purchaser of any title encumbrances other than those contained in the contract of sale as permitted exceptions, and to furnish copies of those encumbrances, whether or not they are listed in the title commitment. Purchaser, at Purchaser's sole cost and expense, may order and cause to be delivered to Purchaser and the title company named above, 10 days prior to closing a current survey of the property, staked on the ground, showing the location of all improvements, highways, streets, roads, fences, easements, drainage ditches, rights-of-way, creeks, and water courses on or adjacent to the property, if any, for purposes of deleting from the title policy to be issued the printed exceptions as to discrepancies, conflicts, or boundary line encroachments. The survey shall contain the surveyor's certification that there are no encroachments on the property and shall set forth the number of total acres and the number of acres comprising the property, together with a metes and bounds description of the property. The term "net acres" shall mean the number of acres contained within the boundaries of the subject property, exclusive of any land lying within easements, right-of-way, encroachments, creeks, or other water courses and shall be calculated to the nearest one thousandth of an acre. The survey report and findings of the surveyor must be acceptable to escrow agent and Purchaser and Feb 25, 20114:35:54 PM CST P. 11 Denton County satisfy all requirements of this contract. ARTICLE IV. REPRESENTATIONS Bid RFP 01-11-2075 Seller hereby represents and warrants to purchaser as follows, which represents and warranties shall be deemed made by seller to purchaser also as of the closing date: All property is offered "AS IS" WITH THE EXPRESS STIPULATION THAT EACH BIDDER UNDERSTAND THERE ARE NO EXPRESS OR IMPLIED WARRANTIES BY DENTON COUNTY OR THE DENTON COUNTY COMMISSIONERS COURT, AS TO THE PARCEL OF REAL PROPERTY LISTED ABOVE. THE PAYMENT OF ALL AD VALOREM TAXES AND ANY OTHER ENCUMBRANCES, LIENS OR OTHER CHARGES LEVIED OR ASSESSED AGAINST THE ABOVE DESCRIBED PARCEL OF REAL PROPERTY. The successful bidder who purchases the above described parcel of real property shall defend, indemnify, and save harmless the Denton County and the Denton County Commissioners Court from and against any and all liability, losses, attorney's fees or expenses of whatever nature or character arising out of or occasioned by any claim or suit for damages, on account of injury to or death of any person or damage to any property resulting from the use of the property sold hereunder, no matter who may be using the property at the time injury or damages occur. This indemnity survives the closing of his transaction; • There are no defaults under any existing mortgages secured by the subject tract and no default shall be created because of this sale; • There is no pending or threatened condemnation or similar proceeding or assessment affecting the property or any part of the property, nor to the best knowledge and belief of Seller is any such proceeding or assessment contemplated by any government authority; • There are no parties in possession of any portion of the property as lessees, tenants at sufferance, or trespassers; • The property has full and free access to and from public highways, streets , or roads, and to the best knowledge and belief of Seller there is no pending or threatened governmental proceeding which would impair or result in the termination of such access; • No work has been performed or is in progress by Seller at and no materials have been furnished to the land or improvements or any portion of them which might give rise to mechanic's, materialmen's, or other liens against the land or improvements or any portion of them. Feb 25, 2011 4:35:54 PM CST P• 12 Denton County Bid RFP 01-11-2075 If prior to the closing date Seller discovers one or more of such representations to be untrue or inaccurate, Seller will inform Purchaser in writing of the discovery. Seller's representations shall not survive the closing except to the extent that Seller has actual knowledge of an untruth or inaccuracy and fails to reveal that knowledge to Purchaser prior to the closing. Notwithstanding the immediately preceding sentence, if within 10 days from the date this contract is fully executed Seller gives written notice that any representation is incorrect, Seller shall not be bound by that representation; however, within 10 days after seller's delivery of notice to purchaser, Purchaser may terminate this contract and all earnest monies previously deposited with the title company shall be immediately returned to Purchaser. ARTICLE V. CLOSING The closing shall be held at the office of on or before , or at such time, date, and place as Seller and Purchaser may agree ("closing date"). At the closing Seller shall: Deliver to Purchaser a duly executed and acknowledged special warranty deed conveying good and marketable title in fee simple to all of the property, free and clear of any and all liens, encumbrances, conditions, easements, assessments, and restrictions, except; (a) General real estate taxes for the year of closing and subsequent years not yet due and payable; (b) Any exceptions approved by Purchaser pursuant to Article II; and (c) Any exceptions approved by Purchaser in writing. 2. Deliver to Purchaser a Texas Owner's Title Policy at seller's expense, issued by , in Purchaser's favor in the full amount of the purchase price, insuring Purchaser's fee simple title to the property subject only to those title exceptions listed in Article VI, such other exceptions as may be approved in writing by purchaser, and the standard printed exceptions contained in the usual form of Texas Owner's Title Policy, provided, however: (a) The exception as to the lien for taxes shall be limited to the year of closing and shall be endorsed "not yet due and payable"; and (b) The boundary and survey exceptions shall be deleted, if Purchaser elects to pay for survey; and (c) The exception as to restrictive covenants shall be endorsed "none of record." Feb 25, 2011 4:35:54 PM CST p. 13 Denton County Deliver to Purchaser possession of the property. Purchaser shall: Bid RFP 01-11-2075 (a) Pay in cash the balance of the purchase price and any other costs agreed to be paid Purchaser. General real estate taxes for the then current year relating the property and rents, if any, shall be prorated as of the closing date and shall be adjusted in cash at the closing. If the closing occurs before the tax rate is fixed for the next current year, the apportionment of taxes shall be on the basis of the tax rate for the next preceding year applied to the latest assessed valuation. Seller shall pay for purchaser's owner's title policy, tax certificates, preparation of the deed, on-half of the escrow fee, and the seller's own attorney's fees. Purchaser shall pay purchaser's surveyor and Purchaser's own attorney's fees. Should there be any title curative instrument, that instrument shall be prepared and recorded at Seller's expense. ARTICLE VI. AUTHORITY All parties to this Contract warrant and represent that they have the power and authority to enter into this Contract in the names, titles, and capacities stated in this Contract and on behalf of any entities, persons, estates, or firms represented or purported to be represented by that person, and that all formal requirements necessary or required by any state and/or federal law in order for Seller to enter into this Contract have been fully complied with. In addition, Seller hereby warrants and covenants that Seller has the power and authority to sell the subject property, and that Seller represents all persons or parties that have any legal or beneficial interest in and to the subject property or any part of the subject property. ARTICLE VII. SURVIVAL OF COVENANTS/ASSIGNMENTS Any of the representations, covenants, warranties, and agreements of the parties, as well as any rights and benefits of the parties, that contemplate performance after the time of closing of this Contract shall not be deemed to be merged into or waived by the instruments of closing, but shall expressly survive and be binding on the parties so obligated. This agreement shall be binding on and inure to the benefit of the respective heirs, successors, and assigns of the parties. In this connection, it is expressly understood that Purchaser shall have the right to transfer Purchaser's rights, privileges, titles, options, and equities under this agreement on receiving seller's prior written approval, which shall not be unreasonably withheld, to any person, partnership, limited partnership, or corporation, and, on doing so, purchaser's assignee shall succeed to all rights, privileges, titles, options, equities, obligations and liabilities of Purchaser under this Contract, both those then accrued and those thereafter to accrue, and will be and become the Purchaser of the property under this Contract, and Seller will accept the performance by such assignee, as fully as if the assignee had been initially named in this Contract as Purchaser. ARTICLE VIII. Feb 25, 20114:35:54 PM CST p. 14 Denton County NOTICE Bid RFP 01-11-2075 Any notice required or permitted to be given under this Contract by one party to the other shall be in writing and shall be given and be deemed to have been served and given as if delivered in. person, to the address set forth below, on the party to whom notice is given, if placed in the United States mail, postage prepaid, certified mail, return receipt requested, and addressed to the party at the address specified below. The address for the Seller for all purposes contained in this agreement and for notice under this agreement shall be: Honorable Mary Horn, Denton County Judge, 110 W. Hickory, Denton, Texas 76201, with copy to Denton County Criminal District Attorney's Office - Civil Division, 1450 E. McKinney Street, Suite 3100, Denton, Texas 76209. The address of the Purchaser for all purposes contained in this Contract and for all notices hereunder shall be: ARTICLE IX. TEXAS LAW This Contract shall be construed under and in accordance with the laws of the State of Texas and all obligations of the parties created under this Contract are performable in Denton County, Texas. If any one or more of the provisions contained in this Contract shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not effect any other provision of this Contract, and this Contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Contract. ARTICLE X. PARTIES BOUND This Contract shall be binding on and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns, where permitted by this Contract. ARTICLE XI. TIME OF ESSENSE Time is of the essence in this Contract. ARTICLE XII. PRIOR AGREEMENTS SUPERSEDED This Contract constitutes the sole agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter contained in the Contract. ARTICLE XIII. GENDER Feb 25, 2011 4:35:54 PM CST P• 15 Denton County Bid RFP 01-11-2075 Words of any gender used in this Contract shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. ARTICLE XIV. HEADINGS The headings contained in this Contract are for reference purposes only and shall not in any way affect the meaning or interpretation of the Contract. ARTICLE XV. DEFAULT On failure of Purchaser to complete this sale for reasons other than those provided by the terms of this Contract, Seller shall have the right to retain the earnest monies previously paid as reasonable and foreseeable damages, and this Contract shall be null and void; and all obligations under this Contract shall cease and terminate. Further, if title to the subject property is found objectionable and is not cleared within the time provided above, on the failure of any condition precedent, representation, covenant, and/or warranty, or on the failure of Seller to comply with the terms of this Contract and/or complete this sale and purchase, Purchaser shall, at Purchaser's option, be entitled to receive on written demand a refund of all earnest money previously deposited or paid, and the escrow agent shall immediately return those deposits, releasing Seller from any liability or obligation under the terms of this Contract on refund of the earnest money, and this Contract shall terminate forever. Alternatively, Purchaser, at Purchaser's election, may enforce specific performance of this Contract or be entitled to such other legal and/or equitable remedies as may be available to Purchaser. The parties hereby agree to execute and release required by the escrow agent to effect the refund. ARTICLE XVI. Feb 25, 2011 4:35:54 PM CST P. 16 Denton County TIME LIMIT Bid RFP 01-11-2075 In the event a fully executed copy of this Contract has not been returned to Purchaser by 5:00 p.m. on , 2011. Purchaser shall have the right to terminate this Contract on written notice to Seller. This Contract is executed in multiple originals, and any fully executed copy shall constitute an original, effective as of the date and year provided below. EXECUTED , 2008. PURCHASER: SELLER: Mary Horn, Denton County Judge Feb 25, 2011 4:35:54 PM CST p. 17 Denton County Bid RFP 01-11-2075 Question and Answers for Bid #RFP 01-11-2075 - Sale of Real Property - McKinney Street Properties OVERALL BID QUESTIONS There are no questions associated with this bid. If you would like to submit a question, please click on the "Create New Question" button below. Feb 25, 20114:35:54 PM CST P. 18