HomeMy WebLinkAbout2000-013S Que wuummuWbl�,nun�9THWm NOW R E brcom DWW OM don
ORDINANCE NO OAS MO Plj
AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING A REAL ESTATE
CONTRACT BY AND BETWEEN THE CITY OF DENTON AND MARK KEMPE,
RELATING TO THE CITY'S PURCHASE OF 207 54 ACRES OF REAL PROPERTY, MORE
OR LESS, IN THE J DOUTHIT SURVEY, ABSTRACT NO 329, IN DENTON COUNTY,
TEXAS, FOR PUBLIC USE BY THE CITY WASTEWATER UTILITY DEPARTMENT,
AUTHORIZING THE CITY MANAGER TO EXECUTE SAID REAL ESTATE CONTRACT
AND SUCH OTHER AND FURTHER DOCUMENTS AS SHALL BE NECESSARY AND
APPROPRIATE TO CONSUMMATE THE PURCHASE OF SAID REAL PROPERTY,
AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING AN
EFFECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS
SECTION 1 That the City Manager is hereby authorized to execute a Real Estate
Contract between the City of Denton, Texas and Mark Kempe, in substantially the form of the
Real Estate Contract which is attached hereto and made a part of this ordinance for all purposes,
for the purchase of that certain 207 54 acres of real property, as more particularly described in
Exhibit "A" to said Real Estate Contract, for public use by the City Wastewater Utility
Department The City Manager is further authorized to execute such other and further
documents as shall be necessary and appropriate to finally consummate the purchase of said real
property
SECTION 2 That the City Manager is hereby authorized to make the expenditures as set
forth and provided for in the attached Real Estate Contract
SECTION 3 That this ordinance shall become effective immediately upon its passage
and approval / /
PASSED AND APPROVED this the �l �rL day of 2000
ATTEST
JENNIFER WALTERS, CITY SECRETARY
Lo
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
By
Page 2
REAL ESTATE CONTRACT
STATE OF TEXAS
COUNTY OF DENTON
THIS CONTRACT OF SALE is made by and between Mark Kempe
(hereinafter referred to as "Seller") and CITY OF DENTON, TEXAS,
a home rule municipality, of Denton, Denton County, Texas,
(hereinafter referred to as "Purchaser"), upon the terms and
conditions set forth herein
PURCHASE AND SALE
Seller hereby sells and agrees to convey, and Purchaser
hereby purchases and agrees to pay for all that certain tract,
lot or percel of land, being described in Exhibit "A" attached
with all rights and appurtenances pertaining to the said
property, including any right, title and interest of Seller in
and to ad3acent streets, alleys or rights -of -way (all of such
real property, rights, and appurtenances being hereinafter
referred to as the "Property"), together with any improvements,
fixtures, and personal property situated on and attached to the
Property, for the consideration and upon and sub3ect to the
terms, provisions, and conditions hereinafter set forth
PURCHASE PRICE
1 Amount of Purchase Price The purchase price for the
Property shall be the total sum of $933,930 00
2 Payment of Purchase Price The full amount of the
Purchase Price shall be payable in cash at the closing
PURCHASER'S OBLIGATIONS
The obligations of Purchaser hereunder to consummate the
transactions contemplated hereby are sub3ect to the satisfaction
of each of the following conditions any of which may be waived in
whole or in part by Purchaser at or prior to the closing
1 Preliminary Title Report Within twenty (20) days after
the date hereof, Seller, at Seller's sole cost and expense, shall
have caused the Title Company (hereinafter defined) to issue a
owners policy commitment (the "Commitment") accompanied by copies
of all recordeu documents relating to easements, right0-of-way,
etc., affectir; the Property Purchaser shall gi_:c Seller
written noticd o% or before the expiration of twenty (:0) days
altew 'Ossdketes iegeivas the Cassitssot that the condition of
' is is not satisfaetost.
titles sa Get COWth is the Cwaits
xn the event Pascbaser states the
or
oosditioa of title is not
satislsotoxy, 0e3,Ulr shall, at.
Seller's oPt3Oa, VZORS) I
undertake to eliminate oz aodift ail
uns �p % to the
reasonable satsafaetioa of parobsoes.
t3Wapt Os
0
affair rweeipt of rsilteIAW
enable to do so wat" twoubg (20) 4WO a
lean all
tAis sbs,] 1 �
mall and veld
be demand t0 be
eavivmnaat
puzVoa,
pozposwr wthsaewiee, t2Lte
acceptable and ant objectaoa tbesetO
sbell
shall be deessd t+o Lane been
weived for all parPoaes.
2- puzcbawW sgW, at powcbseesrs sole ens« end
asp♦nee, Obtain, s op=comt suxvvw at
the ft pmm. wcsvaxoo by a
fte
43aly liasssed 2mas land su%,V" w socoptable
to psrobaees.•
shall show the leoatfan
nucww absll be stoked an the Sxousd,
of all&Wgovv�►tg' b 4ousnor atses",
and
zvads' zaL se2,rivox ,
Czrats, or Otnc rater opwass♦ zooms, esseeaater and riebts-se-
war ea 0s adjacent to the preparttr
it any, and shall 000taias the
eazvegawoo cesUlinatiOn that theme
are no edcroachountEs do. tba
lzqpea'tt and met la th
tO WItt�ethe mates
the psWpeaett, togetlseat
and bOsnds desaripttie n
vnsobasw will beve tweatr (20)
data after raeeipt of the
wurvwrt to Swiew sand a`tysevm the swaevet-
Ma the ewent tbm smcvw
is "nanceptable, then puxcb&aow ahel7
witbia the taraeakt (2b0) dat
periodf give napes Written notioe
of this fact. Seller shall,
at 8alles•s option, psespptly unductate
to eliminate or roditt the
unamomptable powuees eff the
sarv+t to the zoas0oable
satiatactAM of purobases. In thr
so witbis tsenty (20) daps aft"
went $s11as ze Vsable to do
voc"pe al enitten n0tias,
pssobasw MW tseni.nata tWAp fit, and the Agroosomt shall
tberslpon be null and void for
all prsPoeos and tba Hearer
Deposit shall be setwend 1* t'ba
' U14 COMOW to Puzvhasem-
psraiaaser • s fedora to oiwa soli oaR
thie written notice shall be
deemed to be farchaaer•■ aeoeptams
of the serverp.
5. aellOae AD.-„ baA perlpsO"r ebtr-
aezv"I asde0�LIONO rare a7.1 OL the covenants, agzeemamte. and
oandibiens smaaired by this Agtreasat to be paslozmed, observed,
and OCOWLLad With bZ NOILOs prier to be as at the oloeiag.
!e]let haWQW arpmeosats and VOSM." a toRM374WRAMMas
COUMWs, which rapaessentatiasts and warranties shall be 8sos"sd:
Aas000re: PIM,E 2
cads br 8allem to 'asabaser also aw of the closing date:
S. Vb m am no pastime is Pospssloo of any Postlon of the
Proposlw as lessens, tenants at suffasaaoe, trespassers or otter
pasties.
2. C x-61 for tbs Prior &Quotas of penohswar, tbeme is no
pending or thm ateeed condemnation os smiler p1w4io`g or
assesseieat or suit, affeotina title to the 8rapartl, Or OW Part
t2eeasof, nor to the best knowledge and belief of Bellar is wens
saoh prooe.ding or aseeosmest aontesplated by any ga.enimontsl
autbomAty.
s. $ellem Ass oasplied with all MMLLOsble laws, ordiea6o"r
rsgolatiws, statutea, ralea and x4mtrtations relating to t2ws
psepanw, or aw past thameot-
4. To the best of the wallow's howeledow, tbeve era as tozic
or basssasms *sates or materials an or wLtbin the pxnDeciW. 6nah
tosio or baaardous wastes or 'atesials include, but ara not
lied tsd to, hasawdows =etowas.Ls as Wastes as awe awe deft#ad b4
the aoswarom Comm"atim aft ems' 'La! MOM, as smendad,
sad the Cawpsehem"vO irsaewntsl Asapoaes Compensation and
?. mb4litr sae (GM=&), as amended.
me closing wbail be bw14 at the ottias at gtowast Title
Mwtb 'Tess@, attn. Linda pranois, as As balasa Devaobew 17, 1099,
or at am* title Company, time dator and pleas as Seller sad
Pardbawew sal aUtUe127 agree VPM (Ibiah date to harsia re&errad
to as the "olosingr date"$
1, sellewre pe4oireweate. at the oloaiag sell ae shell.
A. DWAV a to c= or Dom, 'low 1 a WMUC aL'
CorjaoWaM, a dni7 eseautad asa4 acknowledged Deed is $Sae
foam as attadmad hatsto as Snbibits *s' aonaoyi eg 4eed
and awdm tabio title to all of the paopea+t, 'tesie end
glean of aW sad all liens, saws, ooAditions,
eaaeseaats, aaaeeeraawtsI and awtwlations, oseapt far the
lellowum; %
APANOFS RUM 3
1. GOAMCMl real .state ts:mss for the
year ge dloaleg and sdbasQusnt years not
74bt dos Mad ra4ablel
2. AW SUOUP'tL=W awrwuwd by Purchaser
pmrseant to Emmbssar's_MM Mtlwai bere-
ofl and
!. AxW em erbLoms approved by Purcbaser
in writing.
a. Deliver to Resebasas M Tim" Oeassr's Polley of Title
insaraewo at Parabaser`e solo expense, issued by Stommt
'title Coapsay, Denton, To N F itbu ■'title Camp: wej or
such tt AIS oelpary as Seller and Paeedsaser slay unb6al y
agree upon, in Pumchamur l s favor in the fill 4 000CP& of
the pmcehass P"Oe, 101ss7.ing fen iiap1e title fat 'ties
Rtabb of lease to tba Preparbr subjeat only to t*"o
title aweaptions listed AU S20iap llssoireMti I ' 1pe
snab otbe c emce�pt.tose as mW be appmovad in waiting by
Rpsdbaaar, and the standard Printed except.fonS em atained
in the Sam" loss of xVsas Omeaec`s Poling of I tla
i�:eooeaac 1, Psovidad, bowerse:
1. Mm bossclery and survot azaq+taoni
ebell. be deleted if re"i9od bt Purchaser
and, if so mge4l:eed, the oeets associated
vita sion a abau be boyar by Puspbsier;
2. she amosplion as to sastriative ac►a-
sants dea11 be eosRloseed "Soar at ilmcosd" l
S. The eeoosptiw few trios shall be
idaited to ties Year of closing and en,.•,
be endorsed Met Yet Due end Pecabla" i
and
4. The sussption as to liens esco boring
tba Psepeetx eb AX ba endowed "!lame at
wypvd"
C. DaliVOev to Patobesem pesseeeion OR for Psoperty On
Wm dot of .!wing.
2. Pasobssar`i >roaesiremeats. suralasmer abail Pay tbs
owaidssatiw as refexemaad is the "Pass9asse Prloe" seotien off
Lois omtract at Closing is Immediately aveil.bla lands.
AMOOBIE PAM 4
3. 1&yM&ava Coots. teller shall pay all taxes ammemaed by
say tar: vo1jeutioa antheaLQ tbrowgb the date of C30siog. All
other costs and expenses of oaesAaQ LA consummating the sale and
purchase as the Prspewty not specifically allocated besaLn sLa11
be eque'Lly Paid b? Parabasor 004 Ss;1.ler
7111 ebiLgatioas of tbs seller and Purdaamaa for payamt of
brokers, teas are aomtsiief in ssaazate Written agrameenta.
SMAILCM tZ NULL=
In the anent Smll4W shall fait to fly M# dwelt pe¢foada
any of Ats abiipatieas hersaaaftm or shall fail to ass to the
Gala of the Property Gmompt Parabseez's dataolt, Psaalvssar may
eitbas eafom oft spemifA G pordaesoaes of this Ag"Oasat ear
tmaxinato thin 7lgareoesat bt wmitten moues dalivased to SOLler.
In tbm event Puarobaser showl,d fa" to consummate the pasobaea
of the Psvpav%v# the oonditiess to Purchaser's obligatiows sat
forth in Pumcnam i s awaa Ms beviva base ssti.efted and
PvacbayaGae being in default seller may either amfomme Speoa.i'ic
par�lea7aawoe of this Ageeeasat, or tea:ieate this Agza®redt by
ama.tten modem dalivamvd to VWMhew.
1. ��Siaaysat of 11Qaeaarsat. This Aa¢easeat s� be assigned
by Pasbbmeat witbmt the anrpxess asAttm Comment of SsSlar.
2. tovival or COW-mmantts. Any Of the MWC*seatatipmm, Was-
lantiaso, aOveaaIIts, and aymammasttm of the Parft m, sal vials as sal
sAghte and benefits of the Pau e:Lea, partamotLm to a peziod si
tine following the aiomAng of the tsansaabLene oontOMrlated
bsraby shell mnevivs tits aleslaq and shall not be aaeage4 brassie.
. ant. nertiea seaoisad sac paswitted to be drumme&
hmveemrdee.l be deemed aaeoeivod rmae salt by waited States
snail, Postage prepaid, ear'tifiOd nail, setnra receipt sagaosted,
addVasGad to 9613+aw ON Pusobamemr as the Casa way be, at the
ad3sems net forth beneath the algnsteze a2 the partr-
JUMOOQYR PAGE 5
4 . Tars@@ Law to an . This Agreement &ball be construed
soar and in aCoordaaos with the lave or the State of Tema, and
all Obligation- of the pasties asoated bexeandar are performable
in Dutton County, TIMMS.
S. Yart.m Sound. This agreeasat @ball be binding eg� and
iat1sea to taw iab"�iaet ti of the pasties •e4 flair reapeatlw hairs,
emacatows, administrators, lagal sapeaantativea, Saooessors and
assigns where permitted by tbia Agreement.
a. aegai conntstatieo. inoaso any one or nose of the ,psa-
visiofte oentaiaed in that Agreement shall gas aey rose= be hold
to be Luvalidr 1l3aga1, die woomEbroeeble in any reapest, Said Ler-
validity, illegality, as ,snfe. oeaw4'14 tr @hall not affect mat
Other pwOV&aien I-e-0Mf, and this Agrvammot oball be construed as
i! the Invalid, illegal, or aneofarceable provision had *aver
been Osmtwinmd beff"S.
7. bloc Aaswami ^t,* 8nosrsecied. Thin Agsees@ent cometituses
the sole and Only agreement of the pasties and eaposaedem mat
PRIOR andeestaadin" or written or oral agreements W.-M m the
pasties was"oting the within naft"Ot matter.
S. Tins of Essenw. Sian is of the esaawn in tbis
Agreement.
s. fi�mW. words at any gander used in thus Agx'reoeat shall
be beid and oonstrged to i@wlude any other gender, aAd words in
the si guLax nxwber sball be b#AA to iocitids the plural, aed vLoa
Vera+@@, unless the Context requires Otherwise.
10• fterandan of 99ataaot. Myra request of eaubax partW,
both parties shs11 parelpur emmaata a memorandum of tais
Agreement suitable fox filing of Record.
11, ca,Wlatws. in a000sdanos with the reria4-emuts of the
temaa Seal =slate 7.4oanse Act, parobaset is hnsabt advised that
It abo"d be fasniabsd with OR attain a polio: of title 100ftbaos
vw penchaase @bm" have the abet"" GoIn e¢i*g the pxgpewtp
ancod.eed by an attoreeg at SUarabaess's own seleatio*.
12. lies Limit. is the event a fully easaated oept eog,this
Agreement has not beam setaraed to Purchaser within florae (U)
days eft w pareobsser anomten this Agreement and delivew sans to
SeilewI Naxebasex Shall have the rLsbt to tee ixwte this
AgWOMMIMMt apom written mousses to Seller.
moon nc rAce 6
12/21/99 TUB 09.43 FAX 9405911931
49002
DATED this
SELLER
STATE OF TZXhB
COUNTY OF DENTON
day Of G6as'L��, 2000
PURCHASER
THE4ITY OF DENTON,
City/ MaxyAggFr
215 VE �yi(inaey
Denton, Texas 76201
is instrument xe acknowledged before me, on this day of
2000 by bb chael W Jere, CLty Manager, of the City
Debt*a municipal corpoxation, known to me to be the person
nd off9sier whose name :s subscribed to the foregoing instrument
and acknowledged to as that the same was the act of the said City
of Denton, Texas, a municipal corporation, that he was duly
authorised to perform the same by appropriate ordinance of the
City Council of the City of Denton and that he executed the same
as the act of the said City for purposes and consideration
therein expressed, and in the cape aty thslrein stated
V� JINNI K WAlTERB to lac in and for
Nomq Puhix: State nfTexas B Sta ® Of TexaH
nfy Commission Expires
December 19, 2112
STATE OF TEXAS
COUNTY OF DENTON
Thera instrument is acknowledged before me, on this QlSr day of
1999 by Mark Reaps
�`�... £ DWNA MOR9AN Notary Public ixW and or
MY COMMISSION DOW the State of Texas
#N January 21, 2001
AE,E.009FE PAGE 7
ATTEST
JENNIFER WALTERS, CITY SECRETARY
M
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
By ILQi�u
PAGE 8
Si\Our DOcum.nt.\Contract.\99\M.W. DM WW Sign Pg Contract doc
�� � 1'Q'�• I'p r. ii 'tea � - - � _ � �.•
3=9%T ">'►e
207 54 ACRES
jgaLD tiom WON as comm tree or p1faM a1lWtdadtndao p eti �etkoetan f3ouOMk S.Urr �+at
,%Flowaaaaa Ike'Tom
�a � cM�4 PON^ „ RMaalM+drooMv�
Dead
Reoor6s of Oarkeo0 ffrYSty. Tana and 4adkg msa PaAa<daeM SlarfkOMf as fokleas
4ppa tf la fsf w a psee d ast ew0a►al Ws M►oS. ROMdfs ofidd
Odra Mgoudt rao Cana d wGdTraal l b+on
aPPS fed trap �� Flsf*c YYYiR as d olmoss of 1363A0 Nat.
Ntatlt OS dktgtaaa 30 iridet00 tseansa
TMENgE gsfgr Op dapwfn OZ mrwMa 13 aaeada Boat a dpOrr a of 55M 99 Seek fo a part rn ir+e c~
of Call CIO"
Tmrt4CE beewatll said Chat Crook VW fdoSaup S CaWSM
Moo 04 dttptaao M ri . = socands Moo a WMrms of 306 ft 106t
It MSS deWaw Os mkaAas 3d amends root a d POM of UO.i3lsK
UK
SOLO 0 ds��MOS 32 atilt "00S a east00"Oft Real ' dMllrdba W WO 6S Iaat,
THENCI3 Sokalk Al daplflM f0 ftd;aSraa 04 oafoands ylreal Pwan ff an ►off arc: aut.neo e! b7fi a0 loot a
34. 00 bar+ and wofttfftg WM oak =U" viang and roe a Sodom, io d a lebt dte%wA of 2WA 0a feat
to a wow bras Poet:
THEWA A NUM "dowoo Ol mmin 3e "Morda i" abrp arm near a tenor a deNws of 603 S/ Nat
to a IV capped Iran rod act br "Mot in Skis n*wo of s gravel rose
THfiNCE OO M 9211 1 SO "*NW S7 "Mvda VVM M4n4 said Waret road a dow" of "S tia feet
b a jawcopprd as rod bard fOf mommr
i
TMENCE MOM N lia
degnM 30adaa 00 tacorrfa West a dWA&roe d Sea 02 feet b s 1R' capped von
fOd IVAN for *am
THENCE Spelt *1 dagraaa 36 0111adra 02 f1e00eMS Went V M V ar MWA at a flMrrt o of 1314 31 foot a
16i mappoom rod brad atd MOWN
t 9r4:W Oatlfma. fa ep a UM1kOmfkCa d 1303 it that b a
patld li SIN fftMld4a d and FleAss PiNd Read.
Tt SMM Wardk d0 dopaaa 30 m*"M 006mmOP Weel *OQ sad reed a dadeae of 1070 74 feat b the
pow or f!lAtMdt" aid srsloal" 26714 seas of lard mord or was
NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS'*'
PROFESSIONAL SERVICES AGREEMENT
EYCLL SIVE fENANT OR. BUYER REPRESENTATIONS
this Professional Services Agreement (the "Agreement") is entered into by and betwLen
The City of Denton,Tetas, A Municiaul Corporation _ (the 'Principal')
and RANDALL SMITH & ASSOCIATES (the "Broker")
In consideration of the services of Broker and the agreements contained herein. Principal and Broker agree as follows
Ii. Term The term of this Agreement commences on its execution and will expire on (ktoher 6, 2000 (the "Expiration Date')
B Appointment Principal hereby appoints Broker as Principal's exclusive real estate agent to assist Principal in searching for
locating and evaluating real properties for 'ease ey purchase and to assist in the negotiations leadingto an agreement to lease -anker
purchase a property type generally described as tract 7B, J Douthitt Survey, abstract no 329 and being appraidinately 207 U Acm
NIA within the market area described as north of Harlin Field Road and
south of Clear Creek _ _ (the "Market Area')
C Broker's Duties and Authority
1 Broker i"ll act on Principal's behalf to (1) search for, acquire information about and evaluate available properties in the
Market Area which are suitable for Principal's intended use or purpose, (it) present to Principal those properties which satisfy
Principal's requirements, and (tit) assist Principal in negotiating the terms and conditions for the potential lease at purchase of the
propem Broker is herebv granted the sole and exclusive right to search for properties within the Market Area and negotiate on
Principal s behalf in connection with the lease er purchase of properties within the Market Area during the term of this Agreement
Principal shall not engage any other brokers to act in that capacity on Principal's behalf within the Market Area during the term of
this Agreement Broker /check onel 0 is ® is not authorized to disclose Principal's identity to owners of properties real estate
brokers and other parties in searching for properties and assisting with negotiations
2 Broker may enlist the efforts of Broker's sales associates and may solicit and enlist the cooperation of other real estate
brokers Broker may place Principal's requirements in a computer on -hie commercial property network in order to obtain the
assistance of otter brokers and owners Broker may not, however assign this Agreement without the written consent of Principal
3 Broker and Broker's tales associates will devote an amount of time and effort on Principal's behalf as Broker, in Broker's
sole discretion, determines necessary to carry out the duties described in this Agreement Broker and Broker's employees agents
affiliates and associates are entitled to engage in other business activities including, but not limited to representing other
principals
listing properties for sale or lease, and presenting the same properties to other prospects
4 Broker shall not commit Principal to any agreement unless Principal gives Broker written authorization to do so
D Principal's Obligations
1 The undersigned person has the authority and capacity to execute this Agreement and to bind Principal to the obligations set
forth in this Agreement, including the obligation to pay the Fee (defined below) to Broker
2 Principal agrees to conduct its efforts to locate suitable property for Principal's use through Broker and shall not engage an)
other real estate brokers to conduct negotiations for the lease purchase or other acquisition of any property in the Market Area
during the term of this Agreement and any extensions or renewals of this Agreement Principal agrees to refer to Broker all
inquiries and offers received by Principal with respect to the search for properties within the Market Area, to cooperate fully with
Broker in locating properties and in negotiatinglaaso 9 purchase agreements, and to inform all property owners and their real estate
agents of Broker's exclusive representation of Principal as established by this Agreement During the Protection Period (defined
below) Principal shall continue to recognize Broker as Principal's exclusive agent in accordance with the terms of this Agreement
with respect to any property which has been submitted by Broker to Principal during the term of this Agreement
E Professional Service Fee If Pnncipa[4eesesbr purchases any property within the Market Area, with or without the
assistance of Broker, during the term of this Agreement or any extension or renewal of this Agreement, then Principal assures
payment to Broker of a professional service fee (the "Fee") incash at the consummation of the4easeei purchase of each property in
an amount equal to (1) SX4 er (2) two and one half percent (2.5%) of the sales price, not to coved
S24,000 00 No Professional Sen ice Fee to be paid should City riot Acquire property
B eke ovili seek payi vent of live Fee fient the annet eF the property (flie "E).in ei'5 ei the Elviniet's agents its eeinpC isitticni For
c CopN niiIa 19%NI CAN Ionnl)l(1/%) Pmvided by Roger N Wdkinwn 10 06 1999 Pagel
the Fee from the Owner, if (a) the lemeer contract covers property located within the Market Area, and (b) either (1) the lease -or
contract is executed during the term of this Agreement, or (it) the property was introduced to Principal by Broker during the term of
this Agreement andthelease or contract is executed during the Protection Period if the above required provision is not included inany such lease or contract, or the Owner does not pay the Fee to Broker for any reason, Principal will pay the Fee to Broker or the
difference between the Fee and the amount actually paid to Broker by the Owner, whichever is less Any payment to Broker by
Owner shall not alter the agency relationship between Principal and Broker asset forth in tins Agreement The Fee will be paid when
earned in the county in which the property being leased or purchased is located without demand, in immediately available funds the
Fee will be fully earned and payable to Broker on the date of consummation of a transaction in winch Principal, or any Related Party,
leases yr purchases property within the Market Area (1) during the term of this Agreement, or (it) after the expiration of the term
of this Agreement, if earned in accordance with Paragraph F Protection Penod
F Protection Period. As to transactions which close after the Expiation Date, the Fee will be paid to Broker upon the
closing and funding of a transaction in which Principal, or any Related Party, laagas.ec purchases property within the Market
Area if, within one hundred eighty (180) days after the Expiration Date (the "Protection Period"), Principal or any Related
Party (i) executes a contract of sale or exchange, (u) wing tas a!sacs, or (m) otherwise agrees to purchase any legal or
equitable interest in a property (including a contract for deed or an option to purchase or lease property) However as to a
leaser contract executed during the Protection Period, Broker will only be entitled to collect the Fee if (i) Broker has
furnished to Principal, wnhm fifteen (15) days after the Expiation Date, a list of properties introduced to Primcipal during the
term of this Agreement, and (n) the property which is the subject of the transaction is set forth on that list A "Related Party"
means any assignee of Principal, any family member or relative of Principal, any officer, director or partner of Principal, and
any corporation, partnership, joint venture, or other entity owned (in whole or in part) or controlled (in whole or in part) by
Principal or any officer director or partner of Principal
G. Conflicts of Interest. Notwithstanding anything to the contrary in this Agreement, with respect to any property in which
Broker and/or Broker's associates have an mterest, or which property is exclusively listed with Broker for sale oFlasee, Broker
will notify Prmcipal of Broker's interest or exclusive listing at or before Broker's introduction of the property to Principal As
to any property in which Broker or Broker's associates have an mterest, Broker is relieved from all fiduciary obligations to
Principal under this Agreement if the situation constitutes an intermediary relationship (described below), then Broker's
responsibilities will be limited to those inherent as an Intermediary as disclosed below Notwithstanding any conflict of interest
or intermediary relationship, if Principal leases-erpurchases the property, then Principal will cause the Fee to be paid to
Broker as provided in tins Agreement
H Intermediary Relationship.
1 Principal authorizes Broker to show to Principal properties which Broker has listed for sale or lease If Principal
wishes to purchase =chase any property Broker has listed for sale er—tense, Principal authorizes Broker to act as an
intermediary between Principal and the owner, to present any offers Principal may wish to make on such properties, and to
assist both Prmctpal and the owner in negattatwns for the sale or —lease of the property In that event, Brokers compensation
may be paid by the owner in accordance with the terms of Broker's bating agreement with the owner, and Broker may also
be paid a fee by Principal A real estate broker who acts as an intermediary between parties in a transaction:
a may not disclose to the buyer or-tenaM that the seller or- handle d will accept a price less than the asking
price unless otherwise instructed in a separate writing by the seller os.laadbsd;
b may not disclose to the sellerev4sindlesd that the buyer or tenant will pay a price greater than the price
submitted in a written offer to the sellerev4sgoo&sd unless otherwise instructed in a separate writing by the buyerav
taoaat,
c. may not disclose any confidential information, or any information a party specifically instructs the real
estate broker in writing not to disclose, uuloss otherwise Instructed in a separate writing by the respective party or
otherwise required to disclose such information by the Texas Real Estate License Act or a court order, or if the
information materially relates to the condition of the property;
d shall treat all parties to the transaction honestly; and
e shall comply with the Texas Real Estate License Act.
2 Appointments Broker is authorized to appoint, by providing written notice to the parties, one or more licensees
associated with Broker to communicate with and carry out instructions of one party, and one or more other licensees
associated with Broker to communicate with and carry out instructions of the other party or parties. During negotiations, an
appointed licensee may provide opinions and advice to the patty to whom the licensee is appointed
L Disclaimer Principal understands that a real estate broker is qualified to advise on matters concerning real estate and is not an
expert in matters of law, tax, financing, surveying, hazardous materials, engineering, construction, safety, zoning, land planning or
architecture However, Broker will disclose to Principal any material factual knowledge which Broker may possess about any
property introduced to Principal by Broker Principal acknowledges that Principal has been advised by Broker to seek expert
0 Copyright 1996 NfCAR fo=03 (1/96) Provided by Roger N wiacwsw Ift5/1999 Page 2
assistance on such matters Broker does not investigate a property's compliance with building codes governmental ordinances
statutes or laws that relate to the use or condition of a property or its construction or that relate to its acquisition It Broker
provides names of consultants or sources for advice or assistance Broker does not warrant the services of the advisors or their
products and cannot warrant the suitability of property to be acquired or -leaser} Broker does not warrant that the owner of the
propert) will disclose any or all property defects or other matters pertaining to the property or its condition Pnneipel liereb,
In addition to the extent permitted by applicable law
Broker s liability for Broker's breach of this Agreement negligence or otherwise is limited to the return of the Fee if any paid to
Broker pursuant to this Agreement
J Miscellaneous
1 Notices Any notice under this Agreement must be in writing and will be deemed delivered on the earlier of (i) actual
receipt [f detvered in person or by messenger with evidence of delivery (n) receipt of an electronic facsimile transmission ("Fax')
with confirmation of delivery or (tit) upon deposit in the U S mail first class postage prepaid and addressed to the intended
recipient at its respective address set forth below or such other address as may be subsequently designated in writing by the
intended recipient
2 Legal Etpenses The prevailing party in any legal proceeding brought in relation to this Agreement shall be entitled to
recover from the other party reasonable attorneys' fees, pre judgment interest as allowed by law and all other costs of collection in
addition to the Fee and any other compensation payable hereunder
3 Severabdity If any provision of this Agreement is found to be invalid or unenforceable by a court of competent
jurisdiction then the invalid provision will be deemed to be deleted from this Agreement and the remainder of this Agreement will
continue to be valid and in full force and effect
4 Binding Effect This Agreement is binding on and will inure to the benefit of the parties hereto and their successors heirs
and assigns However this Agreement may not be assigned by either party without the written consent of the other partv This
-Xgreement contains the entire agreement and understanding of the parties and it may not be modified canceled or terminated
except by an agreement in writing executed by both parties If this Agreement is executed by more than one Principal it shall
constitute thejomt and several obligations of each Principal Principal acknowledges that Principal has read this entire Agreement
understands it fully and has had an opportunity to review it with an attorney of Principal's choice Principal and Broker each
acknowf edge receipt of a fully executed copy of this Agreement
5 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Texas
6 Exhibits Any exhibits or attachments to this Agreement are hereby incorporated as apart of this Agreement
This Agreement is executed in four onginal counterparts and is effective on the last date beneath the signatures below
PRINCIPAL BROKER
The City of%ntn Texas,�4 Munkioal Co ration RANWALL 114t'rH &ASSOCIATES
By /S7gnalureJ By [Signature) ��ay/'�— y%�— ��J
Printed Name a Jci Printed Name t� RoeerN Wilkinson
Title Ci $VA4wr Tdle NIA
address IS Kftme Street Address 10091MANHATTAN
NIA
Telephone 940.340�8232 Fax N/A
Date of Execution Q
7 �
DENTON TEXAS 76201
Telephone 940.206 a7 Fax 940s91 isim
Date of Execution /J 99
r
to/nnghi hence 77115fbrm is piovuledfor file use oJnxnibrnofthe Vonlrlexart osuttercial LswnonaiOfRealton Inc Perms anon nhereht hniued copes of tlris fo n far use in a particular Terns real estate transucnon C'ontaci the VW -IR office to conlfnn that tau are unitg the current semen grinned to e
nwnwk
prntofitas
i Copt night 1996 NFCAR fotm03 (11%) Pwisted by Roger N Wft n xm 10 05 1999 page i
ATTEST
Jennifer Walters, City Secretary
By -
APPROVED AS TO LEGAL FORM
Herbert L Prouty, City Attorney
By•