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HomeMy WebLinkAbout2000-315s `U., Lend N.h. me ORDINANCE NO �OQ% —✓� �Jr AN ORDINANCE APPROVING A REAL ESTATE CONTRACT BETWEEN THE CITY OF DENTON AND LOCUST/288 PARTNERS, LTD, RELATING TO THE PURCHASE OF APPROXIMATELY 3 98 ACRES OF LAND LOCATED IN THE T TOBY SURVEY, ABSTRACT NO 1288, FOR USE AS A WATER STORAGE TANK EXPANSION SITE, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS SECTION 1 The City Manager is hereby authorized to execute a Real Estate Contract between the City and Locust/288, 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 approximately 3 98 acres of land for use as a water storage tank expansion site SECTION 2 The City Manager is authorized to make the expenditures as set forth in the attached Real Estate Contract SECTION 3 This ordinance shall become effective immediately upon its passage and approvaln', PASSED AND APPROVED this the J `� day of (JQQT,�.�YGIl�1 2000 ee,,� A'e-r� EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, qTY SECRETARY :• APPROVED AS TO LEGAL FORM HERBERT L P CITY AT BY CONTRACT OF SALE Locust/288 Partners, Ltd , a Texas limited partnership (hereinafter called "Seller"), hereby agrees to sell and convey to the City of Denton, a Texas municipal corporation, and/or assigns (hereinafter called "Purchaser"), and Purchaser hereby agrees to purchase and pay for, 3 98 acres of land, more or less, being Block 14, Lot 44, as depicted on that certain Preliminary Plat for North Pointe, dated April 11, 2000, a true and correct copy of which is attached hereto as Exhibit "A" and made a part hereof by reference, together with, all and singular, all improvements thereon and all rights and appurtenances pertaining thereto, including any right, title and interest of Seller in and to adjacent streets, alleys, or rights -of -way to the centerlines thereof (such real estate, improvements, rights and appurtenances being herein referred to as the "Property") subject, however, to the Permitted Exceptions (herein defined) This Contract of Sale (this "Contract") is executed upon the following terms and conditions 1 Purchase Price The "Purchase Price" (herein so called) for the Property is Fifty -Five Thousand Seven Hundred Twenty and No/100 Dollars ($55,720 00) payable all in cash at the "Closing" (as that term is defined in Section 8 A, below) 2 Independent Consideration A Independent Consideration Deposit Within three (3) business days from the Effective Date of this Contract, Purchaser shall deliver the sum of $100 00 to American Title Company, 717 N Harwood, 2610 Maxus Energy Tower, Dallas, Texas 75201 (the "Title Company") with the notation "Attu Maxie Hardin", to be held by the Title Company as full payment and independent consideration for Seller's performance under this Contract (the "Independent Consideration") If this Contract is properly terminated by Purchaser pursuant to a right of termination granted to Purchaser by any provision of this Contract, the Independent Consideration, shall nonetheless be promptly delivered to Seller, but the parties shall have no further rights or obligations under this Contract (except for those which may expressly survive the termination) At Closing, the Independent Consideration shall be applied to the Purchase Price B Escrow The Independent Consideration is deposited with the Title Company with the understanding that the Title Company (1) is not responsible for the performance or non- performance of any party to this Contract, and (2) is not liable for interest on the funds held unless required in Section 2 A, above 3 Survey and Title Binder A SurvV . Purchaser shall, within ten (10) days after the Effective Date of this Contract, at Purchaser's expense, cause to be prepared and delivered to Purchaser (with a copy to Seller), a current, on -the -ground, Category IA, Condition II, land title survey (as specified by the Manual of Practice for Land Surveying in the State of Texas) of the Property (the "Survey") The Survey shall be in a form acceptable to the Title Company in order to allow the Title Company to delete the survey exception (except as to "shortages in area") from the Title Policy to be issued by CONTRACT OF SALE PAGE 1 the Title Company, such survey deletion shall be at the sole cost and expense of Purchaser The Survey shall show the location of all improvements on the Property, if any The Survey shall include only the Property and shall include a metes and bounds description of the Property and show any apparent encroachments, any flood -plain or flood -prone areas, and all easements with recording data indicated, fences, and apparent water courses affecting the Property (including any Schedule B easements reflected in the Title Binder), shall include a surveyor's certification to the Title Company, to Seller, and to Purchaser, and shall further show the number of gross acres (and gross square feet) contained within the lateral bounds of the Property The terms "gross acres" and "gross square feet" as used herein shall mean the total area of land contained within the Property, inclusive of such existing or presently proposed rights -of -way of public roads, streets, alleys, easements, encroachments, open space, and/or flood -plain or flood -prone areas B Title Binder within twenty (20) days after the Effective Date of this Contract, Seller shall obtain, at Seller's expense, and deliver copies of same to Purchaser, the following (1) A title commitment (the "Title Binder") covering the Property binding the Title Company to issue an Owner's Policy of Title Insurance on the standard form of policy prescribed by the Texas Department of Insurance at the Closing in the full amount of the Purchase Price, and (2) True, correct, and legible (to the extent reasonably available) copies of any and all recorded instruments referred to in the Title Binder as constituting exceptions or restrictions upon the title of Seller, except that copies of any liens which are to be released at the Closing may be omitted 4 Title Approval Purchaser shall have ten (10) calendar days after the later of the date Purchaser has received the Survey, a Title Binder, and true, correct, and legible copies of any and all recorded instruments (the "Instruments") referred to in the Title Binder as constituting exceptions or restrictions upon the title of Seller (the "Review Period"), in which to notify Seller of objections to Seller's title (except as provided otherwise below) specifying the title defect which make Seller's title unacceptable (the "Objectionable Matters") If Purchaser notifies Seller of such Objectionable Matters within the Review Period, Seller may, but is under no affirmative obligation to, undertake to cure and/or remove those Objectionable Matters specified by Purchaser during the Review Period In the event such Objectionable Matters are not cured and/or removed, or if Seller has not agreed to cure or remove same, on or before five (5) calendar days (the "Seller's Cure Period") after such notice to Seller, Purchaser may within three (3) days after the termination of Seller's Cure Period elect to terminate this Contract by notice to Seller, or at Purchaser's sole option, Purchaser may accept such title as Seller can deliver in which event such Objectionable Matters shall be deemed "Permitted Exceptions" (herein so called) Any exception on Schedule B to the Title Binder not objected to by Purchaser shall be deemed a "Permitted Exception " Any Objectionable Matters on Schedule B to the Title Binder which remains uncured by Seller as provided above shall be deemed "Permitted Exceptions" following Purchaser's failure to terminate within three (3) days after the end of Seller's Cure Period Items listed on Schedule C to the Title Binder shall never be considered Objectionable Matters, nor shall they be considered "Permitted Exceptions" unless Purchaser agrees in writing during the Review Period that such items need not be deleted from the Title Policy and CONTRACT OF SALE PAGE 2 may become Schedule B items on the Title Policy issued pursuant to the Title Binder 5 Inspection/Platting Period A Inspection Period. Purchaser shall have thirty (30) days from the Effective Date (as hereinafter defined) (the "Inspection Period") to inspect the Property and to conduct feasibility studies regarding Purchaser's intended use of the Property Purchaser's studies may include without limitation (i) core borings, (ii) environmental and architectural tests and investigations, (in) physical inspections of all improvements, fixtures, equipment, subsurface soils, structural members, and personal property, and (iv) examination of plans, specifications, manuals, and other documents relating to the construction and condition of the Property Seller shall provide Purchaser upon request copies of all tests, studies, reports, plans, plats, and other information in Seller's custody relating to the Property, provided that all such information shall be delivered to Purchaser by Seller without any representation or warranty by Seller to the accuracy of such information Purchaser shall return all of the documents within a reasonable time following termination of this Contract Seller has not undertaken any independent investigation as to the truth or accuracy of the documents and is providing or offering to provide the documents solely as an accommodation to Purchaser Purchaser and Purchaser's agents, employees, consultants and contractors shall have the right of reasonable entry onto the Property during normal business hours, and upon reasonable advance notice to Seller and/or Seller's tenants, for purposes of the inspections, studies, tests and examinations reasonably deemed necessary by Purchaser All inspections, studies, tests and examinations performed hereunder shall be at Purchaser's expense, and copies thereof shall be delivered to Seller in the event of, and within a reasonable period of time following, termination of this Contract Immediately after completion of any tests, studies or examinations, Purchaser shall promptly restore the Property to substantially the same condition it was in prior to conducting such tests, studies or examinations, and Purchaser covenants and agrees to indemnify, defend, and hold Seller harmless from all claims, causes of action, and damages arising out of the tests, studies, and examinations and restoration of the Property, including, but not limited to, mechanic's and materialman's liens Purchaser's indemnity obligations hereunder shall survive the Closing or the earlier termination of this Contract B Termmation If Purchaser determines, in Purchaser's sole discretion, no matter how arbitrary, that the Property is not in satisfactory condition or is not suitable for Purchaser's intended use or purpose, then Purchaser may terminate this Contract by notice to Seller on or before the last day of the Inspection Period, whereupon neither party shall have any further rights or obligations under this Contract (except for those which may expressly survive the termination of this Contract) 6 Intentionally Deleted 7 Seller's Warranties Representations and Covenants A Warranties and Representations. Seller represents and warrants to Purchaser to the actual (but not constructive) knowledge of Mike Sandlm and Lee Schmitt, without inquiry, investigation, or duty to inquire or investigate, the following CONTRACT OF SALE PAGE (1) Title. At the Closing, Seller shall have the right to convey to Purchaser good and indefeasible fee simple title to the Property free and clear of any and all liens, assessments, security interests, and other encumbrances except the Permitted Exceptions Deliveryofthe Title Policy pursuant to Section 8 B, below, will be deemed to satisfy the obligation of Seller as to the sufficiency of title required under this Contract, however, delivery of the Title Policy will not release Seller from the warranties of title set forth in the Deed (2) Leases There are no parties (other than Seller or its affiliates) in possession of any portion of the Property as lessees, tenants at sufferance, or trespassers (3) Liens and Debts Except for the Permitted Exceptions, there are no licenses, leases, mechanic's liens, Uniform Commercial Code liens, or unrecorded liens against the Property which will not be satisfied out of the Closing proceeds Except for the Permitted Exceptions, all obligations of Seller arising from the ownership and operation of the Property and any business operated on the Property, including, but not limited to, leasing commissions, salaries, and similar agreements, have been paid or will be paid prior to Closing Except for the Permitted Exceptions and obligations such as taxes for which provisions are made in this Contract for prorating at Closing, there will be no obligations of Seller with respect to the Property outstanding as of Closing, for which the Purchaser shall be liable (4) Hazardous Materials Except as otherwise disclosed in writing by Seller to Purchaser, the Property (including any improvements located thereon) contains no Hazardous Materials (defined below) Purchaser acknowledges that current and future federal, state and local laws and regulations may require any Hazardous Materials to be removed at the expense of those persons who may have had or continue to have any interest in the Property The expense of such removal may be substantial For purposes of this Contract, the term "Hazardous Materials" means any pollutants, toxic substances, oils, hazardous wastes, hazardous materials or hazardous substances as defined in or pursuant to the Resource Conservation and Recovery Act, as amended, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, the Federal Clean Water Act, as amended, or any other federal, state or local environmental law, regulation, ordinance, rule, or by-law, whether existing as of the Effective Date, or subsequently enacted B Covenants Seller makes the following covenants to Purchaser (1) Title At the Closing, Seller will convey to Purchaser good and indefeasible fee simple title to the Property free and clear of any and all liens, assessments, security interests, and other encumbrances except the Permitted Exceptions Delivery of the Title Policy pursuant to Section 8 B, below, will be deemed to satisfy the obligation of Seller as to the sufficiency oftitle required underthis Contract, however, delivery ofthe Title Policy will not release Seller from the warranties of title set forth in the Deed (2) Negative Covenants. Without the written consent of Purchaser, Seller shall not further encumber the Property or allow an encumbrance upon the title to the Property, which CONTRACT OF SALE PAGE 4 will not be removed as of the Closing (3) Liens and Debts Seller shall not allow any licenses, leases, mechanic's liens, or Uniform Commercial Code liens or other liens against the Property which will not be satisfied out of the Closing proceeds C Remedies If Purchaser discovers prior to Closing that any of Seller's warranties or representations has been materially misrepresented or is materially inaccurate or that any of Seller's covenants has been violated, Purchaser shall notify Seller promptly in writing, and Seller may attempt to remedy the material misrepresentation or inaccuracy, or to cure the violated covenant If the material misrepresentation or inaccuracy is not remedied, or if the violated covenant is not cured, prior to Closing, upon written notice to Seller, Purchaser may (1) proceed to Closing thereby waiving and being deemed to have waived all claims for breach of warranty or covenant or for misrepresentation, or (11) as its sole remedy terminate this Contract, in which event neither party shall be further obligated to the other except for obligations which expressly survive the termination of this Contract Except as expressly provided herein, the representations, warranties, and covenants of Seller herein shall not survive the Closing All representation, warranties, and covenants in this Contract (except for the warranty of title in the "Deed" [as that term is defined below] and those which expressly survive the Closing pursuant to the terms hereof) shall not survive Closing, and shall be deemed merged into the Deed 8 Closm A Closing Date The closing of this Contract (the "Closing") shall be held on or before the tenth (loth) day following the expiration of the Inspection Period (the "Closing Date"), at the offices of the Title Company at its address stated below B Seller's Closing Documents. At the Closing, Seller shall deliver to Purchaser at Seller's expense (i) a Special Warranty Deed (the "Deed") conveying the Property subject only to the Permitted Exceptions, (it) an updated title commitment by the Title Company to deliver a standard coverage title policy issued by the underwriter for the Title Company effective as of the time of Closing, pursuant to the Title Binder with the survey exception deleted (except as to shortages in area and such deletion being at Purchaser's expense), subject only to the Permitted Exceptions, (in) possession of the Property, (iv) evidence of Seller's authority and capacity to close this transaction as may be required by the Title Company, and (v) all other documents reasonably required by the Title Company to close this transaction C Purchaser's Closing Documents At the Closing, Purchaser shall deliver to Seller at Purchaser's expense (i) (by cashier's check or wire transfer) the Purchase Price with the Independent Consideration being applied thereto, (n) evidence of Purchaser's authority and capacity to close this transaction, and (in) all other documents reasonably required by the Title Company to close this transaction D Closing Costs. Except as otherwise provided herein, all closing costs shall be assessed by the Title Company and paid by Seller or Purchaser in the manner customary in a CONTRACT OF SALE r transaction of this character in the county where the Property is located E Prorations. Ad valorem taxes for the then current year shall be prorated at the Closing effective as of the date of Closing If the Closing shall occur before the tax rate is fixed for the then current year, the apportionment of the taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation, but any difference in actual ad valorem taxes for the year of sale actually paid by Purchaser shall be adjusted between the parties upon receipt of written evidence of the payment thereof If a change in use of the Property after Closing results in an imposition of additional taxes for previous years, such rollback taxes shall be the responsibility of Purchaser The provisions of this paragraph shall survive the Closing of this Contract F Foreign Person Notification If Seller is a Foreign Person, as defined by the US Internal Revenue Code, or if Seller fails to deliver to Purchaser a non -foreign affidavit pursuant to Section 1445 of the Internal Revenue Code, then Purchaser may cause the Title Company to withhold from the sales proceeds an amount sufficient to comply with applicable tax law and deliver the withheld proceeds to the Internal Revenue Service, together with appropriate tax forms The required affidavit(s) from Seller(s) shall include (1) a statement that Seller is not a foreign person, (2) the U S taxpayer identification number(s) of Seller(s), and (3) other information required by Section 1445 of the Internal Revenue Code 9 Termination If this Contract is terminated by Purchaser pursuant to a right by Purchaser to do so in accordance with this Contract, the Independent Consideration shall be promptly paid to Seller, and the parties shall have no further obligation or liabilities one to the other except for those provisions which expressly survive termination of this Contract and all indemnities set forth in this Contract 10 Default A Purchaser's Remedies If Seller fails to close this Contract due to Seller's default under this Contract, Purchaser may elect any of the following as its sole remedy (1) enforce specific performance of this Contract, or (2) terminate and release Seller from this Contract whereupon this Contract shall terminate and the parties shall have no further obligations hereunder, save and except those that expressly survive termination of this Contract Seller's failure to satisfy Purchaser's objections under Section 4 above shall not constitute a default by Seller B Seller's Remedies. If Purchaser shall default under this Contract, Seller may elect any of the following as its sole remedy (1) enforce specific performance of this Contract, or (2) terminate and release Purchaser from this Contract, and have the Independent Consideration distributed by the Title Company to Seller, whereupon this Contract shall terminate and the parties shall have no further obligations hereunder, save and except those that expressly survive termination of this Contract 11 Intentionally Deleted CONTRACT OF SALE PAGE 6 12 Miscellaneous Provisions A Effective Date The term "Effective Date" and the "date of this Contract" as used herein shall mean the later of the two dates on which this Contract is signed by Seller or Purchaser, as indicated by their signatures below, which later date shall be the date of final execution and agreement by the Parties hereto If the last party to execute this Contract fails to complete the date of execution below that party's signature, the Effective Date shall be the date this fully executed Contract is acknowledged as received by the Title Company B Notices. Any notice or communication required or permitted hereunder must be in writing and shall be deemed to be delivered, whether actually received or not, on the earlier date of (i) actual receipt, if delivered in person or by messenger or overnight courier with evidence of delivery, or (u) transmission of an electronic facsimile transmission ("Fax") with confirmation of delivery, or (in) upon deposit in the United States Mail as required below Notices may be transmitted by Fax to the Fax telephone numbers specified below, if any Notices delivered by mail must be deposited in the U S Postal Service, certified mail, return receipt requested, postage prepaid, and properly addressed to the intended recipient at the address set forth below Any party may change its address for notice purposes by delivering written notice of its new address to all other parties m the manner set forth above which notice of change of address will be effective five (5) days after receipt Copies of all written notices should also be delivered to the Title Company, but failure to notify the Title Company will not cause an otherwise properly delivered notice to be ineffective C Mutual Termination If this Contract is terminated by mutual agreement of both Parties at any time prior to Closing, the obligations of each Party under this Contract shall terminate, except that each party shall perform any obligations which expressly survive the termination of this Contract The obligation under this Section 12 C shall survive the termination of this Contract The terms of any mutual termination agreement will supersede and control over the provisions of this Section 12 C to the extent of any conflict This Section 12 C does not apply if a party unilaterally terminates this Contract by virtue of a termination right set forth elsewhere in this Contract D Attornev's Fees If either Party shall be required to employ an attorney to enforce or defend the rights of such Party hereunder, the prevailing Party shall be entitled to recover reasonable attorney's fees and costs E Integration This Contract contains the complete agreement between the Parties with respect to the Property and cannot be varied except by written agreement The Parties agree that there are no oral or signed agreements, understandings, representations or warranties made by the parties which are not expressly set forth herein F Survival Except as otherwise provided in this Agreement, any portion of this Contract not otherwise consummated at the Closing will survive the closing of this transaction as a continuing agreement by and between the Parties G Bindine Effect. This Contract shall inure to the benefit of and bind the Parties hereto and their respective heirs, representatives, successors and permitted assigns CONTRACT OF SALE rAUL i H Time for Performance Time is ofthe essence under each provision of this Contract Strict compliance with the times for performance is required I Right of Entry Subject to the provisions of Section 5, upon reasonable advance notice and during normal business hours, Purchaser and Purchaser's representatives have the right to enter upon the Property prior to Closing for purposes of viewing, inspecting and conducting studies of the Property, so long as they do not unreasonably interfere with the use of the Property by Seller or any tenants, or cause undue damage to the Property J Business Day If any date of performance under this Contract falls on a Saturday, Sunday or Texas legal holiday, such date of performance shall be deferred to the next day which is not a Saturday, Sunday or Texas legal holiday K Governing Law This Contract shall be construed under and governed by the laws of the State of Texas, and unless otherwise provided herein, all obligations of the parties created under this contract are to be performed in the county where the Property is located L Severability If any provision of this Contract is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the invalid, illegal or unenforceable provision shall not affect any other provisions, and this Contract shall be construed as if the invalid, illegal, or unenforceable provision is severed and deleted from this Contract M Counterparts This Contract maybe executed in a number of identical counterparts Each counterpart is deemed an original and all counterparts shall, collectively, constitute one agreement N Gender, Number Unless the context requires otherwise, all pronouns used in this Contract shall be construed to include the other genders, whether used in the masculine, feminine or neuter gender Words in the singular number shall be construed to include the plural, and words in the plural shall be construed to include the singular O Assignment Neither party may assign its rights under this Contract without the express written consent of the other, which consent shall not be unreasonably withheld or delayed, except that Purchaser may assign its rights hereunder to an affiliate controlled by, controlling, or under common control with Purchaser, provided the assignee expressly assumes all of the Purchaser's obligations hereunder in writing, provided, however, no such assignment shall relieve Purchaser of its obligations hereunder 13 Disclaimer Seller and Purchaser agree that the provisions of this Section 13 shall expressly survive the Closing of this Contract Purchaser hereby acknowledges the following a Except as set forth in this Contract, Purchaser is purchasing the Property, and the Property shall be conveyed and transferred to Purchaser, "AS IS, WHERE IS, AND WITH ALL FAULTS" and specifically and expressly without any warranties, representations, or guarantees, either expressed or implied, of any kind, nature, or PAGE 8 CONTRACT OF SALE type whatsoever from or on behalf of the Seller Purchase acknowledges that it has not relied, and is not relying, on any information, document, sales brochures, or other literature, maps or sketches, projection, pro forma, statement, representation, guarantee, or warranty (whether express or implied, or oral or written, or material or immaterial) that may have been given or made by or on behalf of Seller b Except as set forth in the Contract or herein, Purchaser shall not be entitled to, and should not rely on, Seller or its agents as to (a) the quality, nature, adequacy, or physical condition of the Property, (b) the quality, nature, adequacy, or physical condition of soils or the existence of ground water at the Property, (c) the existence, quality, nature, adequacy, or physical condition of any utilities serving the Property, (d) the development potential of the Property, its habitability, merchantability or fitness, suitability, or adequacy of the Property for any particular purpose, (e) the zoning or other legal status of the Property, (f) the Property's compliance with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions, or restrictions of any governmental or quasi -governmental entity, or of any other person or entity, (g) the condition of title to the Property, or the nature, status and extent of any right-of-way, lease, right of redemption, possession, lien, encumbrance, license, reservation, covenant, condition, restriction, or any other matter affecting title to the Property EXCEPT AS SET FORTH IN THIS CONTRACT, SELLER HAS NOT, DOES NOT, AND WILL NOT, WITH RESPECT TO THE PROPERTY, MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED OR ARISING BY OPERATION OF LAW INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, HABITABILITY, OR FITNESS FORA PARTICULAR USE OR WITH RESPECT TO THE VALUE PROFITABILITY, OR MARKETABILITY OF THE PROPERTY d EXCEPT AS SET FORTH IN THIS CONTRACT, SELLER HAS NOT, DOES NOT, AND WILL NOT, MAKE ANY REPRESENTATION OR WARRANTY WITH REGARD TO COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION, OR LAND USE LAWS, RULES, REGULATIONS, ORDERS, OR REQUIREMENTS INCLUDING, BUTNOT LIMITED TO, THOSE PERTAINING TO THE HANDLING, GENERATING, TREATING, STORING, OR DISPOSING OF ANY HAZARDOUS WASTE OR SUBSTANCE Purchaser has had and will have, pursuant to this Contract, an adequate opportunity to make such legal, factual, and other inquiries and investigations as it deems necessary, desirable, or appropriate with respect to the Property Such inquiries and investigations of Purchaser shall be deemed to include, but shall not be limited to, the condition of the Property, the existence of any wood -destroying organisms on the Property, such state of facts as an accurate survey and inspection would show, the present and future zoning ordinances, resolutions, and regulations of the city, county, CONTRACT OF SALE PAGE 9 14 and state where the Property is located, the availability of utilities, and the value and marketability of the Property Release Indemnity Seller and Purchaser agree that the provisions of this Section 14 shall expressly survive the Closing of this Contract Without in any way limiting the generality of the preceding paragraphs a through e of Section 13, Purchaser specifically acknowledges and agrees that it hereby waives, releases, and discharges, and that its closing of the purchase contemplated herein shall be deemed to be and to constitute a waiver, release, and discharge of, any claim or cause of action it has, might have had, or may have against Seller, for any type of relief, whether at law or in equity, with respect to the condition of the Property, either patent or latent, its ability or inability to obtain or maintain building permits, temporary or final certificates of occupancy, or other licenses for the development or use of the Property, the actual or potential profits to be derived from the Property, the real estate taxes or assessments now or hereafter payable thereon, the compliance with any environmental protection, pollution, or land use laws, rules, regulations, or requirements, and any other state of facts which exist with respect to the Property EXECUTED on the dates stated below SELLER Locust/288 Partners, Ltd a Texas limited partnership By NOPO, L L C , its GVeral Partner By _ Namely/�i��A1�� Title Manager Address 5137 Davis Blvd Fort Worth, Texas 76180 Telephone (817) 281-3509 Fax Number (817) 656-0719 Date of Execution h 00 CONTRACT OF SALE PURCHASER The City of Denton, Texas, a Texas municipal corporation r` By N4' 'hchae Je Title City M ager Address 215 Mc i ey De on, Texas 76201 Telephone (940)349-8307 Fax Number (940) 382-7932 Date of Execution APPf) ' D 1+ ) V) FOF fd CI(Y F1 IUN<< CITY OF y 10 PAGE lU TITLE COMPANY ACCEPTANCE The Title Company acknowledges receipt of the Earnest Money on : Q �ZOW(date) from �t � 1 ' and accepts the Independent thamount of $ 100,06 m the form of Consideration subject to the terms and conditions of this Contract TITLE COMPANY American Title Company By r r Name Maxie Har m Title Io r 12 �I Address 717 N Harwood 2610 Maxus Energy Tower Dallas, Texas 75201 Telephone (214) 969-5300 Fax Number (214) 969-5348 WDKHI I I/A \ND Loc288 CtyMnt K04 wpd PAGE 11 CONTRACT OF SALE I � EXHIBIT "A d1E�tl Il pp{i a, IIFjy li j, iji ii �llj i{ �j lSf I�I — �:{tt- It` it sl jl l � flit( I� r{I i .11_ III B y a 4a .■ T a a i ■ Y Y YrylV Y d Y I , a' I U 4. 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I I ' I I � I � UI [ I I t � f 9 \ tl• t AS 11 i � ,� i� �—„�,=�" �.89� �y r I I - ' I 1 UI • it I p--- ---------- 71 go lots Agot a Rt iR DDD s 4707 01118 4�� Special Warranty Deed Dated to be Effective October 27, 2000 205422 Grantor Locust/288 Partners, Ltd, a Texas hm ted partnership Grantor's Mailing Address 5137 Davis Blvd Fort Worth, Tarrant County, Texas 76180 Grantee The City of Denton, a Texas municipal corporation Grantee's Mailing Address 215 E McKinney Street Denton, Denton County, Texas 76201 Consideration Ten and no/100 Dollars ($10 00) and other good and valuable consideration Property (including any improvements) 3 955 Acres of land, more or less, out of the Thomas Toby Survey, Abstract No 1288, Denton County, Texas, being the same lands described on Exhibit "A" attached hereto and made a part hereof for all purposes Reservations from Conveyance None Exceptions to Conveyance and Warranty Those Exceptions to Conveyance and Warranty set forth on Exhibit `B" attached hereto and made a part hereof for all purposes Grantor, for the Consideration and subject to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together with all and singular the rights and appurtenances thereto in any way belonging, to have and to hold it to Grantee and Grantee's heirs, successors, and assigns forever Grantor binds Grantor and Grantor's heirs and successors to warrant and forever defend all and singular the Property to Grantee and Grantee's heirs, successors, and assigns against every person whomsoever lawfully clai mng or to claim the sane or any part thereofwhen the claim is by, through, or under Grantor but not otherwise, except as to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty When the context requires, singular nouns and pronouns include the plural 4707 01119 Locust/288 Partners, Ltd, a Texas limited partnership By NOPO, L L liability company, its gener artner By Lee J Schmitt, Manager STATE OF TEXAS COUNTY OF TARRANT This instrument was acknowledged before me on &fie 90,o20od by Lee J Schmitt, Manager ofNOPO, L L C , a Texas limited liability company, general partner ofLocust/288 Partners, Ltd , a Texas limited partnership, on behalf of said limited liability company, on behalf of said limited partnership wdk117F \W1P8D0CS\ATC\596\396708\swd wpd Notary Public, State of Texas �;OW"41, MAXIE DURAN HARDIN ;° 11, �tiy Notary Public, State of Texas j� My Commission Expires �I ,P,'� 19/16/2003 4301 01120 EXHIBTT "A" 3 955 ACRES OF LAND, MORE OR LESS, SITUATED IN THE THOMAS TOBY SURVEY, ABSTRACT NO 1288, CITY OF DENTON, DENTON COUNTY, TEXAS, SAID TRACT OF LAND ALSO BEING A PORTION OF A PARCEL OF LAND AS DEEDED TO LOCUST/288 PARTNERS, LTD RECORDED IN COUNTY CLERK'S NO 99-0025993 OF THE DEED RECORDS OF DENTON COUNTY, TEXAS, SAID3 955-ACRE TRACT BEING ALL OF THE 4 874-ACRE TRACT DESCRIBED AS TRACT A, BELOW, SAVE AND EXCEPT THE 919- ACRE TRACT DESCRIBED AS TRACT B, BELOW SAID, TO WIT Tract A: A TRACT OF LAND SITUATED IN THE THOMAS TOBY SURVEY, ABSTRACT NO 1288, CITY OF DENTON, DENTON COUNTY, TEXAS, SAID TRACT OF LAND ALSO BEING A PORTION OF A PARCEL OF LAND AS DEEDED TO LOCUST/288 PARTNERS, LTD RECORDED IN COUNTY CLERK'S NO 99-0025993 OF THE DEED RECORDS OF DENTON COUNTY, TEXAS, SAID TRACT OF LAND BEINGDESCRIBED BYMETES AND BOUNDS AS FOLLOWS COMMENCING AT A POINT BEING THE MOST SOUTHERLY SOUTHEAST CORNER OF TRACT I AS DEEDED TO LOCUST/288 PARTNERS, LTD RECORDED IN COUNTY CLERK'SNO 99-0025993 OF SAID DEED RECORDS AND ALSO BEINGTHE SOUTHWEST CORNER OF LOT 2, BLOCK A, SANDLIN ADDITION AS RECORDED IN CABINET O, SLIDE 132 OF THE DEED RECORDS OF DENTON COUNTY, TEXAS, FROM SAID POINT, A FOUND 1'/,2 INCH IRON ROD BEARS SOUTH 01 DEGREE 06 MINUTES 21 SECONDS WEST, A DISTANCE OF 0 50 FEET, THENCE NORTH 89 DEGREES 09 MINUTES 06 SECONDS 1WEST, ALONG THE SOUTH LINE OF SAID TRACT I, A DISTANCE OF 773 02 FEET TO A SET 5/8 INCH CAPPED IRON ROD CBHB INC"), BEING THE POINT OF BEGINNING, THENCE NORTH 89 DEGREES 09 MINUTES 06 SECONDS WEST, ALONG THE SOUTH LINE OF S'iAM TRACT I, PASSING AT 200 76 FEET A FOUND '/2 INCH IRON ROD AND CONTINUING IN ALL, A DISTANCE OF 499 08 FEET TO FOUND '/2 INCH IRON ROD BEING THE MOST SOUTHERLY SOUTHWEST CORNER OF SAID TRACT I, THENCE NORTH 00 DEGREES 48 MINUTES 37 SECONDS EAST, ALONG A WEST LINE OF SAID TRACT I, A DISTANCE OF 124 87 FEET TO A SET 5/8 INCH CAPPED IRON ROD ("BBB INC"), THENCE NORTH 22 DEGREES 46 MINUTES 29 SECONDS WEST, ALONG A WEST LINE OF SAID TRACT I, A DISTANCE OF 207 56 FEET TO A FOUND'/21NCH IRON ROD, THENCE NORTH 00 DEGREES 43 MINUTES 12 SECONDS EAST, A DISTANCE OF 99 40 FEET TO A SET 5/8 INCH CAPPED IRON ROD ("BHB INC") AT THE BEGINNING OF A 4101 01121 NON-TANOENT CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 325 00 FEET, A DELTA ANGLE OF 13 DEGREES 26 MINUTES 18 SECONDS, A CHORD LENGTH OF 76 05 FEET AND A CHORD BEARING OF SOUTH 82 DEGREES 19 MINUTES 50 SECONDS EAST, THENCE EASTERLY, ALONG SAID CURVE, AN ARC LENGTH OF 76 23 FEET TO A SET 5/8 INCH CAPPED IRON ROD ("BBB INC") AT THE BEGINNING OF A CURVE, CONCAVE NORTHERLY, HAVING A RADIUS OF 375 00 FEET, A DELTA ANGLE OF 13 DEGREES 26 MINUTES 18 SECONDS, A CHORD LENGTH OF 87 75 FEET AND A CHORD BEARING OF SOUTH 82 DEGREES 19 MINUTES 50 SECONDS EAST, THENCE EASTERLY, ALONG SAID CURVE, AN ARC LENGTH OF 87 95 FEET TO A SET 5/8 INCH CAPPED IRON ROD CBBB INC"), THENCE SOUTH 89 DEGREES 02 MINUTES 59 SECONDS EAST, A DISTANCE OF 415 89 FEET TO A SET 5/8 INCH CAPPED IRON ROD ("BHB INC"), THENCE SOUTH 00 DEGREES 15 MINUTES 49 SECONDS WEST, A DISTANCE OF 394 26 FEET TO THE POINT OF BEGINNING CONTAINING 212310 SQUARE FEET OR 4 874 ACRES, SAVE AND EXCEPT Tract B. A TRACT OF LAND SITUATED IN THE THOMAS TOBY SURVEY, ABSTRACT NO 1288, DENTON COUNTY, TEXAS, BEING THE SAME TRACT OF LAND AS DEEDED TO THE CITY OF DENTON RECORDED IN VOLUME 556, PAGE 434 OF THE DEED RECORDS OF DENTON COUNTY, TEXAS, SAID TRACT BEINGDESCRIBED BY METES AND BOUNDS AS FOLLOWS COMMENCING AT APOINT BEING THE MOST SOUTHERLY SOUTHEAST CORNER OF TRACT I AS DEEDED TO LOCUST/288 PARTNERS, LTD RECORDED IN COUNTY CLERK'SNO 99-0025993OFSAID DEEDRECORDSAND ALSOBEINGTHESOUTHWEST CORNER OF LOT 2, BLOCK A, SANDLIN ADDITION AS RECORDED IN CABINET 0, SLIDE 132 OF THE DEED RECORDS OF DENTON COUNTY, TEXAS, FROM SAID POINT, A FOUND''/2 INCH IRON ROD BEARS SOUTH 01 DEGREE 06 MINUTES 21 SECONDS WEST, A DISTANCE OF 0 50 FEET, THENCE NORTH 89 DEGREES 09 MINUTES 06 SECONDS WEST, ALONG THE SOUTH LINE OF SAID TRACT I, A DISTANCE OF 973 78 FEET TO AFOUND'/2IRONROD, THENCE NORTH 01 DEGREE 13 MINUTES 57 SECONDS WEST, A DISTANCE OF 62 13 FEET TO A FOUND'/2 INCH IRON ROD, BEING THE POINT OF BEGINNING, THENCE NORTH 89 DEGREES 04 MINUTES 16 SECONDS WEST, ALONG THE SOUTH LINE OF SAID CITY OF DENTON TRACT, A DISTANCE OF 200 02 FEET TO A FOUND'/2 INCH IRON ROD, 4707 01122 THENCENQRTH 00 DEGREES 54 MINUTES 05 SECONDS EAST, ALONGTHE WESTLINE OF SAID CITY OF DENTON TRACT, ADISTANCE OF 200 01 FEET TO A FOUND 'A INCH IRON ROD, THENCE SOUTH 89 DEGREES 03 MINUTES 33 SECONDS EAST, ALONG THE NORTH LINE OF SAID CITY OF DENTON TRACT, A DISTANCE OF 200 16 FEET TO A FOUND''/1 INCH IRON ROD, THENCE SOUTH 00 DEGREES 56 MINUTES 33 SECONDS WEST, ALONG THE EAST LINE OF SAID CITY OF DENTON TRACT, A DISTANCE OF 199 97 FEET TO THE POINT OF BEGINNING CONTAINING 40,017 SQUARE FEET OR 0 919 ACRE ov 01 123 EXHIBIT"B" Exceptions to Conveyance and Warranty The following Exceptions to Conveyance and Warranty (1) Preliminary Plat, covering the Property, and other lands, approved by the Planning and Zoning Commission of Denton on April 12, 2000, (2) Easement, dated September 21, 1967, from R M Evers to the City of Denton, recorded in Volume 556, Page 433, Deed Records, Denton County, Texas, (3) Easement, dated January 22,1947, to Texas Power & Light, recorded in Volume 336, Page 155, Deed Records, Denton County, Texas, and (4) Easement, dated October 15, 1981, from A F Evers, Jr , to the City of Denton, recorded in Volume 1107, Page 353, Deed Records, Denton County, Texas 4707 01124 ANY PROVISION HEREIN WHICH RESTRICTS THE SALE RFNFAI OR I. Gr lHE DCSCRIGFD gtAt PROPERTY EECAU b OF (OLOR OR H rF IS TM, IgNG UNFNFORCEASLF UNDER MDERNI I_NW s „iI <�r Trzgg C� INry OF Df NEON be q eNly 11 r IM1Ie INInimNO wee FLLEO Mr !re Fin Mxnopr wquem n an Me Omuaal Aal udu PryreMM D.ira,E Aetlme tlempetl Asnm q me, woe ary IL OFUeP 4,n PHewrrE of Red wi County bwe m OCT 3 1 2000 Please Record and Return to 0�d'V''o City of Denton 215 E. McKinneyStreet D'q x COUNTY CLERK Denton, Texas 76201 ENTON COUNTY TEXAS Filed for Record in: DENTON COUNTY Tx CYNTHIA NITC4LL, COUNTY CLERK On Oct 31 2000 At I l Mam Doc/Num 00-R01054PP Doc/Type WD Recording: 15 00 Doc/14gmt : 6 00 Receipt N: 44465 Deputy - Jane