HomeMy WebLinkAbout1999-186e ve.�aernu.o�wn u wu.wmm�ewv�».e�.mor,�,i ea.t<<ont�a NOTE There is no Ordinance No 99-185
ORDINANCE NO
AN ORDINANCE AUTHORIZING CITY MANAGER TO EXECUTE AN ASSIGNMENT OF
A REAL ESTATE CONTRACT TO THE CITY OF DENTON FROM R D SMITH,
TRUSTEE, RELATING TO THE PURCHASE OF 6 174 ACRES OF LAND FOR USE BY
UTILITY DEPARTMENT FOR FUTURE EXPANSION NEEDS OF SOLID WASTE AND
WATER, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND
PROVIDING AN EFFECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS
SECTION I That the City Manager is hereby authorized to execute an assignment from
R D Smith Trustee of a real estate contract, in substantially the same form of the assignment
attached to this ordinance and made a part hereof for all purposes, for the purchase of 6 174 acres
of land for the future expansion needs of solid waste and water departments
SSECTION II That the City Manager is authorized to make the expenditures as set forth
in the attached assignment and Real Estate Contract
SECTION III That this ordinance shall become effective immediately upon its passage
and approval
5t
PASSED AND APPROVED this the / " day of 11999
JAC LER, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
mm)i
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
ASSIGNMENT OF COMMERCIAL CONTRACT OF SALE
Date
Contract for Commercial Contract of Sale
Date January 21, 199r
Seller Clifford Harper & Vinson Harper
Buyer R D Smith, Trustee
Property 6 174 acres, Gideon Walker Survey, Abstract 1330, Tract 41, Denton County Texas
more commonly known as 1401 Mayhill Road, Denton, Denton County Texas
Assignor R D Smith, Trustee
Assignor's Mailing Address 1009 Manhattan, Denton, Texas 76208
Assignee City of Denton
Assignee's Mailing Address 215 E McKinney, Denton Texas 76201
For valuable consideration, Assignor assigns to Assignee all of Assignor's tight, title and interest
in the Commercial Contract of Sale and conveys to Assignee all of Assignor's interest in the existing
contract which is attached herem
Assignee assumes all obligations of the Assignor under the contract Assignee agrees to perform
and be bound by the commercial contract of sale as the buyer in it and relieves the Assignor of any further
liabilities of the contract
This assig ent shall bind and mure to the benefit of successors in interest of the parties
IG R A SI NEE
R D SMITH, TRUSTEE MICHAEL W JEZ, C MANA
STATE OF TEXAS
COUNTY OF DENTON
This instrument is acknowledged before me, on thisday of 1999 by
Michael W Jez, City Manager, of the City of Denton, a municipal corpo on, known to me to be the
person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the
same was the act of the said City of Denton, Texas, a municipal corporation, that he was duly authorized 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 theressed, and in the capacity
therein stated I ,
=NotaryPubilo.
RSYTHE Uelej
� Sists of TezasNotaryblic in
esla Espims, 2002
STATE,OF TEXAS
COUNTY OF DENTON
This instrument is acknowledged before me, on this day of 1999 by
R D Smith, Trustee oQ�
"wc VICKEY REYNOLDS
NOTARY PUBLIC Notary Public in and fcfthi State f Texas
s �( STATE OF TEXAS
My Comm Up 01 02 2002
ATTEST E I I
/9, 9 L/. /, FIRM
APPROVED AS TO FORM
BY
HERBERTL PROUTY
CITY ATTORNEY
S \Our Documents\Connacts\99\ASSIGNMENT OF COMMERCIAL CONTRACT OF SALE doe
RANDALL SMITH & ASSOCIATES
NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS@
COMMERCIAL CONTRACT OF SALE
IN CONSIDERATION of the tratual (aria, proycsiomm eosoaatS and al¢cemants contained in dus Contract (tic 'Contract') tie parties hereto
agrees, follows (Check al/ bo--s applicable to this Contract Boxer tier checked efo not apply to rhir Con rah J
I PARTTS. CLIYMRD 69RPER AND VTN30 r HARM (die "Se[lefl
shag sell air „onvey to _ R D 9 -Knr TRUSTEE (the "PmchaWw)
and Pwrita er shall buy And pav for die Propen) (defined bebw)
2 PROPERTY Beatg a e 174 ACRE
with An address of _ 1401 9 MTH11.1. ROAD a1 the City ofDERTOH 76200
DE-ITON Count), texas flatter di si.rlled as G WALKER SUR ABST 1330 TRACT 41
N/A - --_ or as described in Exhibit A, SURVEY AND/OR
LEGAL DESCRIPTION and/or as shown on Exhibit B, FLOOR PLAN AND/OR SITE PLAN together ud)4 all and singular, all niprovemetts
thereon and all rights and Appurictwnces pertaining thereto tLej dng Arty right. title and interest of Seikr in and to adjacent streets, a➢e)s and T-
way Such rent estate improvements rig)hta and appuacnumm are co&x We1y referred to ab the "Property
❑ The Propem also atchdes fixit rea Am1 artx.ks of li rsonal pl
3 PURCHASE PRICE. The pumhose price for to Propery a 5310;;Mlft a (du: `Ptis4Gse Pme'),
❑ A. The Pun.imx Price shall be adjusted up or down bused igxn die [strike one( gmss land aredNet Land Aies'(asdefned beldw) W Lhi)
Property detens ned by die Survey lbn Appls.abie land area shag be muliph.d by S per square foot and the myrinct
thereof ahaglxcome the Ptm.hux.Pn.e atCbarg7� QO yam- O
® B CAah pmysbk at Closing_ o .
❑ C The balance of the Purotase Price shag be payable according i vsims in AddeoWums, FINANCING
EARNEST MONEY
A. Earnest Money Deposit Within two business days after the Effecnve Date of this Conaaot, PUMhaser shall deposit earnest moey in the
torte of a t.eridmd or cashen's check in the amount of Ssau nit ___ ____—__ _ __ (tie "Eam=t Matey) payable toNN/A
TITLE RESOURCES (the 'rifle Company"), in its capacity as escrow agent
in be held in escrow purswnt to the terms of this Cantmat Seller's Auclaanad. of thw Contract u expressly caudaurcd upon Purchaser's timely depcmt
of the Earnest Mon o-y wkh tea rtk Company It Purchaser fu di, to timely deposit the Earnest Money, Sella may. at Selers option, terminate du,
Contract by dervermg a written termnai==Lsre to Pi n.hmser NotwtOt+tandng amdwg herem to the contrary a portion of the Earnest Motley in the
amount of slop . oo shall he non-refundable and shag he distributed in Seller at Closing m other temunatnn of this Contract as full
payment and adependerlt consderauo n for Sellers li .rlbr amc under this Contract If the Ciswact a properly nermanmed try Purchaser , ,m= to a
right of temmntinn grardad to Purchaser by any provision or Om Contract, or any attached Addenda the Eamesl Money, less the orrrefmdable prima,
shall be promptly refinded to Purelasur, And the parties shall have no further rights or oblgAtiom under the Contract (except for those which airy
expre9siy nrvmve the ternureuon) The Fwmesl Money ❑ shall Q shall not he placed in An aitercst-bearing account by the Tide Company, and am
tnterest earned thereon shall become a port of the Famebl Money At Cbbmg Olc Eamc'xt Money shall be applied to the Pmclabe Pace
B Escrow no Earnest Money is deposited web the Tek Company with the understAndi%, that the Turk Company (1) b not responsible for
the perfononnce or non-parfomiance of any party to this Contract, and (2) is not liable for interest on the fwttk heii unless required in Paragraph 4.A
The Ttle Covolu nyr shall deposit the Eartiest Macy in one or more fogy sired accounts in onnc or more Fedunit veuacd bonbng or savings wirmo ss
If both pa tis male demmnd for the payront of tt. Earnest MOM, the Tdk Company has dui. rgh to rcqurc from all parties and Broker(s) a wme n
rekAse of b Mdy of the Tide Canpany which au tho rues the disbomnen of the Earnest Morey if only one party makes demand for payment of the
refundable portal of this Eamast Macy, ifs. Tulle Co qmm slag give ante to the after parry of Ox. demand The Tito Company a amhoraed ant
treated to honor the demand unless the other party deliver; a wrdloa Objection to the Td1c (.ongmny within urn (10) days osier the Title Compmnv'b
Otte to that is rtV
S SURVEY AND TITLE DOCUMENTS
A. Survey As soon as reasonably possible and it any event wthm twenty (20) days ufter due F_ffechve Date Seller shaft at Sellers expeerrse,
deliver or cam to be delvered to Ptachasm a copy of a current or updated aHMgro rd pera eter survey (the 'Survey") of the Prepetty prepared by
a Rcgslered Professional Land Surveyor reasonably acceptable to tin: Purcbasa The Survey shillshow the location and sae of spar the following on
or adjacent to the Property, if any buildings, nsprovemenls, streets, pavensents, caseimiems rghtsof way, protrusions, encroachments fences, building
Imes IM-yew flood plain,apparent pubic naltms, and r Urdmg mfonmuoim of easementsd - - - .
Arum The Survey shag be in a form and of a elate aeei.ptable to Purchaser and to the Tdk Cmrqu nv, and t1cccpIahk-f a w the Tek
Compmm to delete the survey exceplmn (except ab to "shortages in area") from lho_TAkYohcat Land Area" means the grass lard area
of dine Property less the land area included in ut➢il aamge't s, mgmess)elpess arscnents, r*os-of-way, 100-year fbod plan and
micros won or ac ' y-9 area within die lcflmear (load plan bhall be as defined by the Federal Emergency Maage rant Agency
.WAth r•a if the uarsactron desenhsf in pis Civanct dtea not close through no fault of Seller, or except as provided n
Paragraph 16 C, Pmehaser shag pay for the Survey on demmnd At Cbsng, die meth and toads dc%ryxmn of the Property reflectedin die Survey
stag be used in the warranty d=d and any other documents requnng a 4111(Ic9c7uptnn of dui. Property
gCopynaht 1996 NMARfoaol (1/96) 17117n999 Page I
B Title Commitment. As soon as rwwnably passible and in any event within twenty (20) days after the Effective Date, Seger shot at Seller's
cspeam deliver or cause to be delivered 10 Pumlwser (1) a Idle crntmtment (the 'I ilk Conumirttenl") covering the Property binding the Tile Company
to sane a Texas o"m Policy of TtL Insurance (the "rdk Policy') on the standard form prescnbcd by the Texas State Board of Itmraance at the
Cbssig, at the ftdi amount of the PurchasL Price nstumg Purchaser's lee sample title (o the I'roptaty to be good and indefeasible subject only to the
Peroudted Eu L)Aronss as defied hekw, and (2) the following do.atenas (collectively the. TILL. Doan ens") (a) trim ud legille copes of all recorded
n+atwwms atTCL till & Property and raided as a cplwrts in the rink Conaalmmt. (b) a current tax cerufcate I d (c) wt>11en names as required in
Paragraph 3 C
C SpLLeI Assessment Districts if dw Property It onsa d within a utility ds"t or f]cixl control dsmet subject la to provisoes of Secuun
co'101 TLbab Wale Code then Seger shall give to Ptn,haicr nos part of the ride Discontents th required written n.4ce Purthaser agrees to
at}atowLdee reucgs at the notice in wrim Tla notice =of set forth the curmai tax rut,. the , urtem bolded adei�udress and the authorized
odebtedmss of the district and must comply with all other applicable rwpmements of the l cxas Water Cote If the Properly b bubject to mandatory
inembcr-hip in a property owners' association SLLr ,hag notfv Purehuser of the cared annual budget of the property owners' absocation and the
torrent authorized fees, dues atWor assessments relating to the Propert%
D Abstract AI to Inc of the executxan of this CotltracL P=hasLr aclmow ledges that the 13r0ker(s) (defrhed below) have advised and hereb%
auvisL Purchaser by this wring, that Pwchaeer bhou►d have UL abstract covering the Propert) cxamned by an attorney of Purchasers own selection or
that Purchaser should be furnished with or obtain d policy of tale mstnumL
6 RENEW OF TITLE DOCUMENTS
A Review Pend Purchaser shut low sixes (60 ) days (the "Revew Period') after Purchase's fecal%
of the lest of (q the Survey (a) the lode Lomsntimcn4 (m) the Tale Documents aui (w) all other docmnem; mqured to be furnished by Seger as
xh.ntad on Addendum A. PERSONAL PROPERTY and/or an Addendum C, INSPECTION to review them If Purchaser has objectors to the
Suvcy Tate Corsi a ment or Title Documents, Purchaser may deliver the objectors to Seller in writing within the Review Period Any item to which
Purchaser does not object shag he deemed a "Permitted Exception" Item that the Tale: Company y dentnfes as to be released at ck)nq will be deemed
objections by Purchaser Purchasers fmlam to object within the laic provided shag be a waiver of the rght to object If them am objectiiom by
Purchaser or a third party lender Seger sling make d good fall attempt to satisfy the object= within ten (10) days after receipt of Purchasers
objections (tit. 'Cue PLr od") but Seger s at rLgtmed tit incur rely cost to do so 7onng nnhtmmcs and Its, Ina for cmorit tares am deemed to be
I'emated f xceptions
B Cum Period It Seller cannot satisfy rise d1jectnn9 within the Cue Period, Seger shall deliver a written notice to Purchaser prior to
Lvpratou of dit Cue Period slating wbettx.r Seger t consrouad to cue the objections at or tictore (.]csng If Seller does not fineN deliver the name,
or does not contt o, at the notice to fully cue all of the objecuomt at or before Chang, then Purchaser may terminate Ilia Contract by debetng a worries
IK)I1X to Seller on or before the earlier to occur of (t) this date which it seven (7) Jays after the expiration of the Cue Perod; or (7 the scheduled
Clobng Date If Purchaser properly, and unely tcffnmtes this Contract the refundable poison of the Earnest Monty, shag he mastexhatety reumad to
11terclabcr and neither perry she➢have any rights or ratbgninns miler this Contract (except for those which may expressly survive the termination of this
Conti tit) It Purchaser does not properly dd sncly terminate this Contract. then Purchaser shag be deemed to have warved any 1nciRCd objections and
taut acLc;A such ideas Silkier able tocrnvey at L losng.
7 SELLER'S WARRANTIES AND REPRESENTATIONS.
A. Stamments Seller repreae is wit wwmMs to Putclmver to the best of Sellers knowledge the following
(1) Title At to Cksmg. Seger will lave to right to and It ill convey to Purchaser good dal ndefeesible fee smgte the to the Pmoperty nee
and L]car of limy aid all Item assesammts, usImcordad catementx, hu,urdy rtart.sts did other ericuralnaree:t except the Permitted Exception Deivery
of the Title Policy pu attwu to Pamgmph 12 babw wo➢ be deemed to musty the. obligation of Seller as to the sufficiency, of %ale required under this
ContruLt l Io%%evcr, &Iwery of the Tile Policy will not release Seger from the wammtes of ttlk set forth in the warranty deed
(2) [A as es There arc no parties in psnsesnon of any portion of the Property as lassoes lmanls at vufferanec or trespassers except femurs
tm&r written Lutes delivered to Purchaser pursuant to this Contras(
(3) Negative Covenants Sellar dhall not IuUicr isau111W the Property err 4&M all maurdnmnr.c upoih the Ids to the Prupctty, ur link*
the terms or condhaous orally exhing ]cases, Lmitru tt; or Lraur)nutccc if any, without the written consent of Purchaser
(a) Licns and Debts There are m tmchamc's b ns (inform Commercial Cote hers or unrecorded fans against the Property and Seger
%iag not allow am such hens to attach to UN. Propertv por to Closing. which will not he o sfad out of the Closing proceeds AS obligates of Seer
arrswg tram (he ownership and operation of to Property and am humv.sa op.mted on the Property, nchdng, but not finned to, tines leasing
Lommssions lea]cries, contracts, and smgar agmenicns, have been pod or will be pad prior to Cbsng Except for obigiatana for which Plates am
hnade in this Contract for prorating dt Cksm? and any indehlcdnLss wlwn wbject to or assmred there. %tag be no oWgatioas of Seller with respect to the
Propertv outstanding as of Cbsiog
(5) Lingahoa Them is no Pending or Uueafcried ldtgutorL to denralbM oi dsseseneetd aflLctrg tnL Property Seger shot promptly adroe
ptnchaser of any hugalsoa emdenaotonor aasessmrnt affecting the Property which is instauLd aflLr the Ftlectsve Date
(6) Mute rial De facts Seger has disclosed to Pachhaa any and all known conditions of a material nature with respect to the Proper v which
env atlect the hesltt or safety of any tenant to rx.cupan of the Properly Except as disclosed in wring by Seger to Purchaser the Property has no
known letent structural detects or clntsntn,hot defects of a materal nature and tare of the improvements have been constructed with materials (mown
to be a potential hcaWt hamrd to occupants of the PropMy Purchaser acknowledges that to Brolet(s) love not made dnv warames or
miresenatam wall reapet to the condition of the Property or otherwise, sad Purchaser is mlyrg solely upon Pamhaseds own atvestgaaom and the
representations of Seller if am Seger and Ptaclu= agree to told gta Ilholial(s)
a Copynghl I9%hTCARformol (m96) IL1711978 Page 2
ated
strushirrig to
lmnrnbbs from any and all damages cbitne, costa and cv mt%-s of every kind and character Sellerg cwmice r ref to
fe iron e B respect r
Pumbaber of any false morreet or smccurale ntmnnauin with reap WAY
or the e.muLWrt of de Property
losed in
befle
to
(he Hazardous vements locatedsExcept ab darcon) doesOn nco contain airy 1 azinniou Metermrls (defiledsbelow) PurLbaser and represents
tat current �ard
( tnc re inglc the milt a any Hssurdoas Materials ui ter. removed at the expense of those persons win may have
Inose Itderal state and OM inter st i diebinass my require ry
Ind or cantata to have arty mieceal n to Prop rtv The expense of such removal may he atihawntiol Purchaser Inrthler ac.nowbdges that to
1roker(s) have no eepertue tvnh respect to I laaortbaa Malarehs although ,he Broker(s) will disclose any actual knowledge the Broker(s) may have
regarding the lacseme of Hdzardous Materials on the Property PraclmAT agrees to kook solely to etgreris and professionels selected or approved by
Purchaser In advise Purchaser with respect to tx. condition of the Proper and wig not hold the Broker(s) responsible for any Hal. rdore Materials
ctnd ru n misting to the Property Seger and Purchaser agree to "flat fv .lafad and hold Us. Bmkcn a) hatmless from and against any habBay, cbml,
debt, damage cost- Or expense nclding but urn bnumd to reasanabL attemievs' fees and court Coss, related to or .using out of Hazardous Maerab
affecting the Property For poposes of One Conbat.t, der term "Hayardaun Materials" means any Pollutants, toxic sulosrmces o9s, huardwls wastes,
harardom materials or bwardaus substances as defaced in or pursuant to 0L Restmee Conservation and Recoven Act as amended the Comprehassrn
Luvwmnenml Response, Caripeitsaltin and I mbiluv Act, as amended. UK 1 cdend Lkan Water M.t as miscridxI, or any other federal state m local
unyuvumcnml Isw regulatna ordinance auk or bylaw whether owing as of die Eliccbw Data or subtxgutaidy enacted
(8) Ope raisin of the Property After the rffcctrve Date until UK CkmW Date Seller shall (u) opema der Property in to same maim as
Us. Property has peen operated and (b) maintusc the Property in Ua sons corddon drat in the same manor as exnae l on the Effective Dare, except for
itdmary were and tear and any waalty loss.
B Remedies Ir Purchaser discovers prior to Cksng tot Piny Of Sakes warranters or mpn�n wtom has peen marepeserded or is inaccurate
Purchaser ma) notify Seger pronility in wring and Staler may attempt to c'xT=i ur randy the murepesentabah or inaccuracy If the
misrepresentation or Inaccuracy is not remedial prior to Cbsng, upon written notice to Seger, Purchaser may () prmcccl o Closing vvdleal warvntg any
clasn for brcuch of wduanty or morepresenta too or (u) delay Closing, if Segr alines to the dehv until ten (10) days after the mmeprcsmrdtm or
aaccuracv is rnnedsd, or ( its exercse Purchaser's romethes for default by Seger under the Contract
a NONCONFORMANCE Purelwsar has or wig independently nvesugate and vefrfv to Punlmser's satisfaction Ue extent of any bMatare or
ltennned use. of the Property PuiLlmser dcksowkdgcv that UK Gwent use of the Property or die snprovcmens located on the Property (or both) may
lint conform to apphy obb federal state Or municipal bwb txdstances, cedes or regukbont. Zmw& permitted uses height limitations, sethsck
requirements maimnrn parting req user ams; trMatons On coverage of anPmvemetas to total area Of land requirements of the Americans with
Disabilities Act, wetlands restretnns and other maticn may have to si(pWiant economic anpoct upon the intended use of the Property by Purchaser
1 iowLvcr if Seller s aware of zotoog changes and/or ntxconfanrana.c with any tehsrsl state or kx.al Yaws wdsnni.cs codes or regulations, Seger shag
de IOW 4innC to Purchaser Pun.haser s not mlvng upon .S Les warrurlex or represtantalom or of lire Broker(s), concerning the permitted uses of
die Property or with respect to any nommilormoncc of the Propariv
9 INSPECTION fCbeek woe/
® A. Inspection Desired Purchaser desacs to nspxt Use Property old Sager grans to Purchaser lire right to aspect the Property as described in
Addendum C INSPECTION -
❑ B inspection Nat Necessary Pumhaw.r ackrmvkxlges that Purchaaa has asism(ed On Property, as lading all bwltLogs and unpovemards,
and is Uomughly farnSar with ds conuktan Purchaser herehy accepts Use, ProlieAy in its present Lonsiaimt with such changes as tiny hereafter be
caused by nomml went and tear liar to Lining but without warvng Purchaser's rights by virtue of 46L-es representations and wartantra expressed in
I'm Contract
10 CASUALTY LOSS. AB ask of loss to the Property Shall amen upon SeILr prae tit tie Closing Tf, poor h) to Clmug, to Pnhp" s dmmged
cx dcbuoyed by tic sir other casualty, In a Maleral Extent (dermd below) Purchaser may e0lrer ten smut this Cm*=t by dehverrg a wrlttm
j=nnaton notice to Seger u7hm ten days alter tla, damage nectars or akx.t to time If, prat to to Cbsmg, the Property is damaged by foe or otter
wsuhkv to less than a Malcral rxienl, the parties shag proceed Io Closing as proverkd homm 11 ale. runsuctron a to fatcatd to Closing, desZae any
tLumgc or debbna.Wa theta dingle: no redminrc in Us- Pun.huse Pme and Sefiarblag, at Sckev n1aaR (1) fully repar the damage prior to Closing, at
Schkr s exptmsc, or (kj remiFanm Purchaser for ter. arum cost of repaving to Property Pry allowing Purchaser to dedrst the cost from the hash payable
to Seger at the Closing, or (m) asbign to Purchawr all of Selks's ngld and interest at any nwaanct. proceeds resulting from to damage or destruction.
plus an anntan equal to any 9mumme dWtcUbk row term 1Ntderml 1 dunt" mrars damage or dcstrucutm d the cost of rcpum* and fully restoring Um
Property to ss prevom condtm exceeds teal pmenl (IM) of do Paohssr Prce if the axone of tbrwga ur dw amowit of mmuome proceeds to be
inade available is not able to he determsnd prior to tla Closing Dhtic or Ow rgxm me not able w be completed prior o to Closing Date, either party
ray lnvtpnc di, Cbsuig Date by deb%Tn a wriest noler,c to the Oder Party specifying m cdtaded Closing Date wh Lh is not more than thaty, (30)
days tiller die In vtousl scheduled Closing Do u.
11 ASSIGNMENT 10teekonigraWl
❑ A AssignmentPtohfbhed Parchnerrrovnot assign dusCmNactwt11MISclkr'spoor written cnsam
® B Assignment Permitted Pwn,hmser aav assign din Camino provided the assignee ussimtm in wravg all obligations and babAbas of
1'un.hasa under that Contract, in which event Purchaser dog in. relieved of any tlyder faWuy hereunder
❑ C Limtm.d AsshgnneaL Purchaser may assign din Carimet only to a related potty th.fiad its () an ably in which Purchaser a an owner
partner or corporate ofTecr or (a) a membertapf die smmdnle family of Ile Purchaser Purchaser drag remora Babb ceder Ids Contract after any
assignment to u rektcd parry
a Copynghl 1996NrCAR futn0l (V%) 17/17nr9a Page 3
12. CLOSING
A. Closing Date Me closing of the ttamactnn described to this Contract (the 'Cbsag") shell he held at 10 00 am on the her of
/cheat one/ D N A days after the Effective Date, or ® 30 days after the exp rston of the Review Period or Inspection
Period (wiaahnvar ish ), or on N/A (the 'Closing Date') at the ogees of the Title Coripamy
at us address stated below flown wx dutry oh)cctaxis wlrr,t were properly and tale rude by Purchenhave
scr pies to the Contract trot been
cur
ed. on the scheduled Closing Dole, thanoalteer patty mY Postpone the dare of � Closing by dehvenr$ a written notice to the other party
sjxx.4ng an extended C)Du* Uute whch a not seem dinthirty (30) days after the pievutaly scheduled Closing Date
B Seller's Closteg DocuomrNs Af tbi Cbsxg, Senn she➢&bver to Purchaser at Se1Bis expense
(1) A duty executed /cheat one/ 11 General Wa tasty Dead ❑ t fits id Warranty Deed (with Vendor's Len retained if or a cash
pwehasc) comevng the Property a fee smple err. urdag to tin legal dascnptsnr prepared by th surveyor as shown on the Su vcy, subject only to
the Pcmuned Fxceptarot
(2) An updateji rdk Comment onmtetag the underwriter for the rala Company to rtsur, promptly after closng the Title Policy Penn"
to the Tali. Cummune r, Ilsubjent only to the Permitted Fxc")rs in Its. full aim= of the Purchaue Price dated as of the date of Closing and (at an
deldnuinaf jxerrtnancost) l/check only one r/apphownUej with the survey exception deleted at Sdkls expens . bet rotas to "sbonages n area')
or O with the survey exception deleted at S'tata6asor'a exprma (but not an to "sinrtaWs at area's
(3) A Biz of Spk conveying the persnnul property denthfiod in Addendma A. PERSONAL PROPERTY tree and clear of hers. securay
interests dad eneLLnl718 a, sllulect only to the PcnrAted isxeeplara (t) the extent appleabk)
(4) Possessio of 0e Property subject to valid existing leases and other applicable Pemated Fxceptnns
(S) An exeuudd assViriverit of all aa Isaacs-
(6) A current rest roll by Seger to be complete and ai.cuate
(7) Evderot. ut Seller's authority and capacity to close tins trmaactnit
(A) A➢od err docuanonas masorabiv mgwed by the Till Coripany to close this transaction
C. Pnschaser's Ciasiag DoconverW At the C.losnp„ Purchaser dog deliver to Seger at Purchaser's expense
(1) The cash patumofthe purchase Price with an Faroaut Money berg applied thereto
(2) The Note rVnd the r sed ofTrusL d am,
(3) An Assumption Agmemu in mcordabk forotagrceaig to pay all conm=iL)m payable under any lease of the Property,
(4) l:vademe of Puobsaer's attlhnray and capacity to close due tsaometon,
(5) A➢ other dbcumras reasonably named by the Tale Cortpany to close this transoctnn
D Closing Costs faah parry shall pay its sham oftho obsa i costs winch am cuetornsrtly pad by a St.fler or Purchaser in tm=cton of
this character in tic county where the Property is located, or as otherwise agreed
E. Promotions Rents, lease connotations, atucat, ansuranee prcrtame rrnraerurce expenses; opernmg e s and ad valorem taxes
for the year of Cle". shi➢ be prorated at the Closng cil6cm as of the date of Closing Arty sccuty deposits heid M; she➢ be delivered to
Purchaser ut the Closing. 1 If the Closing occur baGxe the tax rate is fixed for tin year of Clung the apportionment of the axes shall be upon the
bass of the tax mts for ile p wthogycar applied to the latest assessed valuation, but any ddrercrxt, between catenated taxes for the year of CIDT"
and the actual taxes pawl, by erchacj f r shun be adjusted equitably between the parms upon pmof of pavane of the taxes by Prchaser This
protsscn ale➢ survive dw Cbs% _
F Lean Assmyhtbn. UPntroheser assurlws an cxstatg mnrtga Iran at Cksatg, Purchoser shall pay (1) to the lender, aav assumption fee
chirped by the lender and (2) to So➢er a star equal to them amnia of arty amurNu accounts hold by the lender for the paytmnt of taxes and/or
asnannes Purchaser shall exeatro, at the Oporto and expense or Sun.'s, a Deud of Tam to Setum Assu iptan If consent lothe essmpton s
requited by the lender, 90gr sing obun the lerdcr's consent in wring aid doMr the censers to Purchaser at Closing If Seller does not obtarethe
larder's written consent (ifmqumed) and deliver a to Purchaser at or before Closing. Purchaser nay terminate tin Contract by delivering a written
ternrmton notice to Seger whereupon the refundable portion oftho Fanost Morey will he pmnrpty mfis died to Purchaser and the paves shall have
no Relator rights or obliganora under din Contract (except lor those wimhi sy expressly s rvwe the tcmeaton of the Contract)
G Ragback Taxes. If the sale or a charge in use of do Property or dcmd of a spocal tee valuation on the Property clamed by Seller
results in the mossmnt after Cloning ofadditional tares ror paraods of Sc§Wa ownership, the additional taxes phis amy perches and transit she➢ be
PAby Seller to Purchaser airredmtely upon magri by Seer ofn statement far the taxes, unless 0o box ® a checked in which can Purchaser shall
pav the additional taxes plus any po alora and interest Tie obfgptton slug wrvnL the Clung
R Foreign Penn Kedlicadea If Seltn a a Forego Person, as defined by the U S Internal Reveres Code or of Seller fails to deliver to
Purchaser a ron-fvregau rRdava pnmaat to Section 1445 of the lrdixnal Ravens. Cody, then Purchaser tray wuddtold from the sacks proceeds an
amount Segment to comply with applicable tax hew and debven the withheld psxecds to the Internal Reverse Service, together with appimprate tax
forrts The required afrslava(s) from SvBWx) stall un l de (1) a slat -tic }a that Seger a not a ➢imgan person (2) the U S taxpayer alenefieatan
number(s) of belkns), and (3) odor a➢emntion required by Sn.wn 1445 of the Internal Revcouv Code
13 DEFAULT
A Purchasers ResedRes. If Sna4r fads to cbas thin Contract fox any mus in except Pncchsser's default or the terimatan of tins Contract
pususa to a nEje to tmnFatro net forth in dine Cunaruct, Seller dog he n default and Puminsar rimy thin elect one of" fblbwag as Purclresces
solemrady /Ckeek all tkaranay amply/:
0 (1) Flrfotce spire ie po rbrime ce of ft Confect,
0 (2) Brag suit for damps against.
® (3) imfor. sln4°nl6 txrfoanaoe ofdol Contract erd/or ixrtit an for dimrallies u®mel Seger, or
l7 (4) Tetmtam and m Sege from the Contract and ton otlately mcenc 0e mrnadable portion of the Earnest Money Se➢ies f adze to
sanify Puca objxl join under Paragraph 6 above shag not comtsare a default by Seller
0 copyright 19%NMARhm%01 (1/96) dvrrna" Page 4
B Seller's Remedies If Purchaser fails to close this Contract for an) reason except Seller's defauk or the wraaoaton of to Contract
pursuant to a right to wasnomte set forth in dus Contract, Pun handr shag be in detauk and Seger may then elect one of the folbwng, as Sends sob
remedy [Check as ekes lady appti'/
❑ (1) E nifone speedo performance of this Contract,
❑ (2 ` Bring sun (or damages against Purchaser
❑ (3) ENone specific performance of the Contract and/or bring +wt for damages against Punaaber ur
M (4) Have the Earnest Money pail to Seiler is lepodsted damages for the Put, hasces breach of the Contract, thereby telmstng Purchaser
front gun Contract
14 AGENf YDISCLOSURE
A Agency Relationships The nam "Broker(.)" refers to the Promgwl Broker utxikr the Cooperating Broker dapphcable as set forth on the
sgmnture pogo Fach Broker bob duties only to the party(s) the Broker represents is identified below If ether Broker is acting as an ntenrctiary, them
that Broker will have only the dimes of an intermediary, and the intermediary dnchavc. and consent praysnons apply asset forth below (Each Broker
check amb one/
(1) the Prvrctpul Broker is ® agent for Seger only or ❑ agent for Purchaser only or ❑ an intermediary
(2) the Cooperating Broker is ❑ agent for Serf err on h or 11111 agent for Pumba wr only or U an ntrnre.dar)
B Other Brokers Seller and Purchaser each represent and warrant to the other p,aty Out %tah party has had no deafsgs with any person,
rum agent or finder in coo necttat with the negouatran of this Contract and/or Or comtmmauon of the purlieus. and Bak contemplated hhet= other thin
the Bruker(s) owned in this Contract and no real estate broker agent. attorney person. fun or entry, other than the Broker(s) is entitled to any
wnumsswn or finder's fen in commco ton with this transaction as the result of any dealxgy or dots of ether Seller or Purchaser Each party hereby agrees
to i demady, defend, protect mad hold the other party harmless tram and agaat any costs c%penses or liability for compensation, commission, fee, or
charges which may he dunned by any agem finder or otter semi porn other than the named Broker(s) by reason of any dealings or acts of the
mdamodyng )arty
C Fee Sharing Seger and Purchaser each acknowledge that the Pthrarpal Broker may pay a poison of the Fee (defeed below) to the
Cooperating Broker Payment of a portion of the Fee by the Prachpnl Broker In the Coofmatng Broker shag not alter the fiduciary rem ibec between the parties and the Broke. Seller is table lot payment of the Fee to the Pratcgal Broker my The Cooperating Broker shaft have no cYmms
directly against Seller
D Intermediary Relationship If cthar of the Beakers Imes snds.alW in Section 14 A shave that Broker is acting as an stettnedsry in the
trunsacthtaL than Purchaser ad Seger hereby comma to the nmmaid ry robtmonesh ip. autome the respctitm Broker(s) to act as m auemmdsay in the
transaction, and "knowle}igc dot the source of any utpecle d compersalnn to the Brokcr(s) will be the Seger and the Broker(s) may aho be pad a fee
by Purchaser A real estate broker who acts as on metisnedlary batsman parties Ina transaction
(1) may not Wit
to the Purchaser that Seller vdl accept a price less than the asking price unless otherwise Instructed us
separate writing by Sel r,
(2) may not d'sdose toSeller that Pamehaser wall paw a price gre nor than the pace submmtfed in written offer to the Seller
unless otherwise instru ad in a separate writing by the Purchaser,
(3) may not ci dose any confidential inbrmado , artery information a party specifically instructs the teal estate brokerin writing
nut to disclose, unless otherwse instructed in a separate writing by the respective patty or required to disclose such infurmedoa by the
Team Real Estate License Act ur a court order or irthe mbrmadon maseraBy rela4s to the condition of the property;
44) shalrtroat an patties to the transaction honestly; and
(S) shell comply with the Texas Real Estate Liceme Act
Appointments. Broker a auNomied to appoint. by providing wrO m ounce to the parties one or rune licensees associated with Broker to
communicate with and carry out instructions of one pinny, and one or more otter hccnsc es assa.sled with Broker to communicate with and carry wt
satmctoms of the other party or porous I)urng nagn uatsre an alnpoatcd Lattice mu) laovak. opamas and advice to the party to wham the rccmm a
appointed
IS PROFESSIONAL SERVICE FE&
A. Pavment ageeee Seger agrees to pay the Principal Broker a professional service fee in cash (the 'Tex') for procuring the Purchaser and for
assisting in tee regouathon of ohm Conant as follows six percent (era) of the sales price at closing The Principal
The fee vihall be earned upon the erecubon of the; Contract and shoo tit. pad at Chang. ThL Yee is earned rohvatatiodsg: () am subsegneat
latmaotam of this Contract (except a termination by Purchaser personal to a right. of Waterman in this Contract); or (hi) any ddauk bw Seiler if the
transaction tkscrtad n ttya Cantata IS not Lomurmnated by reason of Purchuteds defout aid Seger does not abet to enforce speed'. perfo»aanse, the
Fee shag net o weed one -bag of the: Earnest Marry The Fee shag be payable by Scab to the Principal Broker in the county n which the Plaptaty a
.sated Seger shag pay any applicable sobs taws an she pee Mier hit, shad Ia, pod at the Cks.g of a sale of the Property by Sadler peasant to thin
Contact (as nay be d orassigned) orn the event of delbttt uader dm CaatnU by Seger orPurchaser, wane ten (10) days after the scbod akd
C" Date The folk Company orofher escrow agent ataa auvxd and dmctcd to pay the r ee to the Prnegal Broker out of the closing procceth, or,
d applicable, out of the Eminest Money or any other escrow depart made pursuant to this Contract
B. Consent Required. Purchaser, 9cgcr and Till Company agree that ter Broker(s) dare a turd party beneficary(s) of elm Contact with
respect to the Fee, and that no change may is. made by Purchimr, Seiler or the Tttb Company as to the tree of payment, amount of payment, a the
carding s for payment of the Fee without the written consent or the Brokc.gs)
C Copyrrghl 19%NILARfom0l (1/%) 12r1711998 Page S
16 MISCELLANEOUS PROVISIONS,
A Efkcthve Da(n Thu term "Effective Date- means the Utter of (he Iwo dates on which this Contract is signed by Seller and Purchaser as
indicated by tea signatialw below If the last Pauly to Lxecnha this Contact fails in amyilna. The ddie of execution below that pangs winatue, the
I ffective 1)ate shall • the dale this fogy exaWed Contract a m,lmowledgad by the Title Can pury
B Notiea s Ali nouces dnd afar commaucauons required or pemtdted under fins Comrxi must be in writing and shall he dated debvereal
whether actually received or not, on the mifer of (t) mural receipt, d delivered in person ar by rrte finger with evidence of tL livery or (n) receipt at an
cectronr facurdle tra esn"mot ("Fax") w ah tonlamolion of delivery or (m) tgon deposit in We Unnd States Mad as requited below Notices rtav be
Irummdted by Fax to the Fax telephone mmberr specified below if any Nauru delivered by mail m an be deposited n tits U S Postal Service fast
Mass postage prepaid and properly ad driaaad to fold. attended reegnetn at the adrhevv set forth below Any pony tray Orange its atkiess fur nonce
pu rposLs by debvarind rotten nntLe of din raw address to all oULr pumas in the minister set forth ah,vL Copies of all written noires should also be
%Lhverad to the Pi eaupd Broker and to din TdL Compem bid failure to notify the Prmcgal Baku or the Tale Company will not cause tin otherwise
Property delivered notice to be tneifeLtme
C Mutual Termination If this Can IML is fermented by Owned,agrarn.M of (nth parties at any tunic prnr to Cbsm& the obligations of each
Purty under the Contract shall trrnnele except that (i) Seller and Ponhaser din➢ each pay one -hall of the Lost of the Sauey (if Survey costs are
recurred) (a) Pumhasai,sha➢ pay the eons In repay don damage to gnu Propavy wosed by Puchser or its agents (at Purchaser shag deliver to Seer
uny reports u documents n Ptrchmwes IxLssessron coon emng the Property (n) Seger shag pas din fee owed to the Principal Broker and (v) each
pmi shall perform am 91h r ob➢ptiom which eiapressty survive the termination of the Contract_ The obligations under the paragraph shall survive the
Iumaution of this Cinttacl. The terms of any mWted termnstam afire fora nit will wpnscde and Lunrol ova the provisions of this Sector 16C to the
c\tem of uny Laidi 1. This Section 16C doss net apply d Purohaeu unilaterally lemaanieb Um CornaLl by vruz W a tenmation nghd set forth
elsewhere at this Connect
D Forms In lase of a dspne us to the form of drw document required udia rise LaamL4 tL most recere form prepured by (e Noilh Texas
Co mmacrnl Assaceton of Reahais, Inc , if avadabde or by the SAIL Btu of Texas, moddfad as necessary to conform to the requirements of do
Contract, aha➢ be deemed reasonable
L Atluma:ys Foes TbL prevailing pity in any legal poceedmg brought in relimn to the Contract a tiaaacnon shelf be entitled to =Over
from the norfpevadeg patties coat Lowly nownwhe attemeys' fees and ad other reasonable Ingaunn exposes
F Integration Tha COitracl Lontaas t e unnpLlc alpLumem. bUwa.n the purtaa with respect to tin. Property and cannot be varied except
by wratcn agreement 11e parties agree that faa: are no oral a agpad agremix ras udersladi gs rcp n*aesWm a warranties rude by We parties
which are not expressly set forth harem
G Sure ivaL Arry waummy, repmmtaWri, covLm tit cotrbtnn cr ot*p(ion contanLd in pm Contract not odherwm dschargcd at the Closing
w ill stavivi, Ua Closing of the transaction
H Binding Elket. ilia Contract shall aim to thi. hrrefit of and be baaitalg upon tL Panes to the Csntmci and Cher respective heirs, legal
rt.petiuualwcs,slLLuarnsmdusag M --
I Timo br Pe rbrmance Tune n of Uric essence user Lvch Pruvsron of the CoMact Strict compfa=e with the tames for performance is
requited
J Right of Entry Upon rcasunable udvanci. notice and dung smart business lours, Purchaser Puchasces repusenutem and the
BrokLr(s) have thL rightio enter upon the Proliany pror to Cksng for p rpses of viewing, i sptitng and Lo ducuM stacks of Ue Property, so king as
tLN du not, uveu%mably interfere with (be use of the Prilvrty by Si lk-r or any tenants, Or cause undue dump to the Property
K Business Day It try dale of pufuntaace aide the Cnntruct fd)h ion a Saturday quaduy or Texas legal bohday, such date of p rfmmroce
din➢ he delerred to the next shy which a net it Sahada) Surdiv or 1 LNaa Lpl huhday
L Governing Law Thu Contract Awl he i.omwed under and governed by the bws of the State of Texas. and unless otneiwse provided
hereaL a➢ ablrgalons of de parties sxgrled wider the Contrett aim to be purforned n dhc county wiare die Property a bwated
M SeverabUity If any paivsamof lira Contract a hell to bin nvolid , dkgel, or to adomeable by a cow of competent aaedrlran, the invalid
dlege) or imenfumoble provision shsl tot affect any now provaa ns, and this Contract shall he Construed as if the invalid, depL or unenforceable
provision r. si.%i and and deleted fm in Um Lonitatt.
N Disclaimer Purchaser rankirstands data mud estate broker a qualified to advise on mattes coecemsg real estate and n rot an expert in
micas of luw Ws, f iainemg, strvLwng, hamrdotu m b.-im v, eitg mmg, cundnatrun, miciv toting, btdl pitreg, erchtleciure a the Amersans with
Duch➢dicsAut limvever, thL Brokers) will &Lkmw te P=Uma ony nntuari fdctuah knowkdgL which thL Brokers) ray possess about Ue co ddronn
of dv- Properry Paircia* acbrowledgas ilntPutchasia ins bum advised by the Brolisms) to seek expert assistance an wish moons The Braba(s)
do ant investigate a propply's congtame with buldi g codes, govermmtaual Ordinances, satuics and laws that relate to the use or condition of the
Property or its Lonstructon, or that relate to as aiqumadm D din: Brolm9s) provide lamas of Lonsdants or sources for advice or assstanee, the
Bm6r(4) do not warrant On wirvncas of the advson or their pilots and cannot warmrt & wiauh3ty of properly to be acquaai The Brofmn(s) do
rim warrant that de Sc* will dackzc any or allproperty detects "other maths pesasag to the Property or a courtroom. Both Seiler and Purchaser
agree to indemnify defeQd, and hold fle Broka(s) pirlLga ing in do transeation harmless (rain aid apart any and all lalnlmes, clams, debts, damages
costs and expenses, including but not ionifed to rrxtsauable atoteys' fees and carat casts, related to or ansng out of or in any way comectd to
representations about ilia Propany a mmaaag analysed by evp is In adddninl to Uie extent permitted by applicable ew, Brokea(sy lability for cents and
omasons, nieghgiraLL, or otherwise is united to Uri: return of the Fine, if any, pod to the Drokc0s) Pmmmw to this Contact
?)Copyright IM %=ARgosmnl (1196) 12/1711"K Paage6
O Counterparts The COneaLt rmy be euvued a a number of hdentaal Gomaespor6s Each counterpart is deemed an original and all
counterparts "It collectively comuatle one agreement
p Cende r, Number Unless-, the context requires Otherwise, a0 paormons used in the Contract shall be construed to include the other geode s
wht.ther used in to mus¢dne, femm ec or neuter gender Wad-, in Ue negu6m number r slug be ca strued to mkale the penal and words in Ue plural
shill be costrucd to atchale the singular
Mediation, if any dee puarses rely a It to the Contract (the "Dispute"), including bar not kneed to payment of (e Fin then airy party
(aa.kno hg Ue Broken(s)) muv give wnULn notice io the other party(s) regent ing all invoked parties to untempx to resolve the Dispute by medount. Except
in Uwx �Y�umstatco when a party reasonably h Nvaa that an apgteable stalWo of limitations period u, about to expire or a party requires anpnc We Or
equable fLILf the parties are obligated to use this madmtm paoccakae rior to inaati g urhttattan ar any other action. Within seven () days after
mLelvng the medetirm notice, each party nest delrve, a written des4mnboo to all other parties vtalttg the nateas of one or loan: sulmd als with authority
to resolve the Ih-,pmL on stab platys behalf Within tut ( 10) days alter the date of designation the portcs shall make a good faeb effort to select a
quabfucd nadalor to meedime the Disp u. 11 are puftn are cable in trm* agree upon a mutually a«eptabk mediator, the planes slmg request any
,limey available public alternative depute sesuluton si.tvee combustor to aphpeinl a mediator in commitment with the mediator the parties shag
laomplk dhsighatc a mtamgy convenient race and plait. la tit6 medahon which is nobler Um thirty (70) days after selection of the modamr 'tithe
medatxat, each patty shell be represented by persons with auttorav and discretion to ragohalc a risokubm of the Dispute, and may be represented by
i au si.l The hnadarsm shag be governed by the pmviia s of Chapter 0A of the Texas RLinedcs and Practice Code, and such other rules as the
inedaar may prcscnLe The lees and expenses of the mediator slag be vhlacdegm* by at Fertile; i clodtd in the Depute
R Arbitration. If Ue pm ucs are u ubie to rtssnlvc any Depuu. by mo iuhor. than t, pumas agree to submit the Dspuc to lit &S arbitration
bctore a sings: arbitrator The Depute shag Ix. docakd by arbitration in acwrduttcc with da. apphdble arbitration statute and the ten easing rules of
the Amietxan Arbitration Asaocation Any patty may anise tie arbitration pnaedure by delivering a written notice of demand for arbitration to the
other parties Wehai tea (10) days after the roceipA by all pastes of the written name of demad tar orhoots. the parties shag atem pt to select a
qualified arbitrator who m at,cteplabL to all pirue-, If the parties are cable to agree upon an arbitrator who is acceptable to all parties then any party
may apph to the American Arbitration Asaxntion to provide on arbtalor Tim agnasamt to arhuuk vliall b. speutcalhy enforceable under the
prevadi g arbitration Lw
S Con+ull an Attorney This document is an ielbrceahle, logaily hiding agmerreaO Read It canmfhlly The Eirok"-,) invoked in
the hxgohahun of the tilaWatx m dcscnbed in thin fbntrau La not give legal advimr. By law Ux Brokcr(s) are limited to discussing; factual and business
&ml of the wansoethon Thee parties to this Lontmcl aLkmwiedg: that they have been advised by the Amker(s) to have this Corlaat reviewed by Legal
wusel before signing this Contact to dectim the legal elfecls Of its tenor ad provisions
17 ADDITIONAL PROVISIONS
Referred to as Addemdum "A `
It is understood and agreed the Seller of the Propertv described herein being 6 173
acres out of the G Walker Sur% eN Abstr 1330 shall have the right to retain any or all of
the improvements including houses, mobile homes, and miscellaneous equipment Seller
agrees to move from the Propem at his/her own expense on or More 30 days after
closing
This contract must be accepted or rejected on or before January 15, 1999
otherwise Seller shall deem it null and void and of no further torm or effect unless
Purchaser has a reasonable request for extension of time
ACopynEhl 19969MARgam01(V96) 12111119M Pags7
1s EXHMITS AND ADDENDA AllExhbos and Addenda attached to this ContraLl arc incorporated lumen by reference and ate made a part of
this Contract for a0 purposes /Check aQ that apply /
91
Addendum
PcnomlProperty
❑ Edrtld A Survey arafla Legal Descripou of the Proptxty
❑
Addesdun B-I
Thad Party Financing
0 Exlnbr B Fbor Pbs andlor Site Plan
❑
Addendum B-2
ScHer Fnewing
❑ Exinbtt C OWer N/A _
M
Addanduu a
Inspector
❑
Adderdun D
Doclaaure Nonce
❑
Addaee urn F_
Other
19 CONTRACT AS OFFER The exacutunt of (hat Cone 10 by the first pert/ to du w couattudce an utter to purchase or sell the Prrpetty
Unless within tan ( 10 ) days train the date of execution of this Contract by the fast party tbas C, 0tdct
a mcepkA by the diner panv by signing the offer aid dakvnrng a fully executed Lopy to the fast party the offer of this Contract shttD be deetxd
automatically withdrawn and terminated and the harvest Morm tf arty, shall be pmnq* reamed to Purchaser
EXECUTED on the dates stated belaw to he effecbvL ran the WaLtrve Date
SELLER
CLII
By /StgnatureJ e
Ndtrx. C
Address 1401 s
DENTON, TEXAS
NIA
Telephone
Tax 1 D No NIA
Date of Execution.
PRINCIPAL BROKER
TITLE COMPANY
ftom
in fire form of
TITLE COMPANY
PURCHASER
ojrSTEZ_
6lStanamre 1 72 �
Nmnc R D 9t42Tt1. STEI:
TILL N/A
Address% 1009 bANRATTAN
DENTON. TEXAS 76200
N/A
TekpMam. 972-333-4250 Fax N/A
Tax1.D No N/A
Date ofExecutuat -
COOPERATING BROKER
Ma6Q 3t212 fi- agalA
By [Signature J
Name RANDY 91
Tdle.2t/A
Address 1009 FANNATPAN
DMTM4.TEXAs 76201
Tekowne 972-333-4258 Fax 940-592-1931
The file Cortlpany acknawkxigcs leceipa of the Famest Marcy on I _ (dale)
n the audited of S
and acLepfa the Tarn st Nks ay m ct to the Wrin4 and conditions of that Contact
rr�
igIA5LL!E�Li�
rt nlp110101G
Cop)vsght Nonce This form is provided for the use of memhen of the North Texas Commercial Lwacardon of Realtors Inc Permission w
hereby graniad io make lirrrmd copies ojthla form for use to a paaenla►Tems real estate transaction Contact the NTCAR ofJke to confirm
dint war are wing tke current version of drisjorm
O Lupyrtght 1996NnCARforrtt0l (1/96) 1D17/1999 Page I
RANDALL SMITH & ASSOCIATES
NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS@
ADDENDUM C TO CONTRACT OF SALE
INSPECTION
Property Desenptlon/Address• 1601 a PAY81" RonD,DlrirroR 76200
A Inspection Period Purchaser shall hive a penod of sixty ( 60 ) days after the
Effective Date (the 1nspectton Penod) to inspect the Property and to conduct feasibdiry studies regarding Purchaser's intended use
of the Property Purchaser's studies may include without hmutatwn. (i) core borings (u) environmental and architectural tests and
tmesttgauons (fit) physical inspections of all improvements fixtures cgwpmenL subsurface soils structural members, and
personal property and (tv) examination of plans, specifications manuals and other documents relating to the construction and
condition of tic Property Purchaser and Purchasers agents, employees, consultants and contractors shall have the ngld of
reasonable entry onto the Property during normal business hours and upon reasonable advance notice to Seller and/or Seller's
tertams for purposes of the u npactions studies, tests and examinations deemed necessary by Purchaser All inspections studies
tests and examinations performcd berewrder shall be at Purclsaces expense
B Reports.
❑ 1 Within R/A ( 'MIA) days after the Effective Date, Seller shall deliver to Purchaser a
wnitcn report of an enviroomeritel assessment of the Property The report shall be prepared. ai Sellers oxperse, by a Registered
Professional Engineer reasonably acceptable to Purchaser, wlo its Pmftcreni or certified in cMmn ental nsk assessment The
environmental assessuend report must include a 'Phase I" imcsugiuton into the c-risicncc of Hazardous Materials (as deflred in
Paragraph 7 A(7) of this Contract) on Or around the Property The environmental assessment must also include a land use history
search engineering tnspections, research and/or studies which may be necessary to discover the exislcrice, past or present, of
Hazardous Materials (but not to tmlude physical tests), and shall comply at a nummwa with the current ASTM Standard E 1527
12 Within ten (10) days after the Effective Date, Seller stall deliver to Purchaser copies of all reports in Seller's possession
ngincering investigations, tests and/or envnronmenlat studies wlut,h have been made with respect to the Property within the two
year period prior to it= Effective Date
C 3 If Purchaser icrou ates this Contract, Purchaser stall deliver to Seller, at Purchasers expense and contemporaneously with
tLa termination. copies of all written reports inspections plats drawings and studies made by Purchaser and Purchasers agents,
consultants and contractors Thus promstn shall survive the terntiumion of ilus Contract
C Termination. If Purchaser determines in Purchaser's sole discretion, no matter how arbitrary, tint the Propertv is rot in
satisfactory condition or is not suitable for Purclasces intended use or purpose, then Purchaser may termimate tlus Contract by
delivering a written notice to Seller on or before the last day of the inspection Period. and the refundable portion of the Earnest
Money slall be promptly returned by the Mile Company to Purchaser and neither party shall have any further rights or obligations
under thus Contract (except for these which may expressly survive the termination of this Contract)
D Acceptance. lfpurchaserdo0s not properly and Imtrmly tertmnste flag Contract before the expiration of the Inspection Period
(or if Purchaser accepts the Property in writing) then Purchaser will be deemed to have canned all objections to the Property miler
this Contract, except for any title objections which may be outstanding pursuant to Section 6 of this Contract In that event,
Purchaser agrees to purclasc the Property in is current condition without any further representations or warra. hes of Seller. except
any objections which Seller tray expressly ogee in wonting to cure, and this Contract shall contrttue in full force and el%et and the
parties shall proceed to Closing. However, this provision does not wave or otherwise lint or invalidate am expimss
mpresemations or wartamres Seller has made in thus Contract
L Restoration. If the transaction described in this Contract does not close through no fadt of Seller, and the condition of the
Property was altered due to tests and inspections performed by Purchaser or on Purchaser's behalf Purchaser must restore the
Property to its original condition
ACopynght 1'lu6NWARform0W(V%)
tvirnsar
RANDALL SMITH & ASSOCIATES
NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS@
PROFESSIONAL SERVICES AGREEMENT
EXCLUSIVE BUYER REPRESENTATION
This Professional Services Agreement (the "Agreement') its entered into by and between
The City Of Denton, Texas, A Municipal Corporation (the 'Principal')
and RANDALL 91aTR a ASSOCIATES (the Broken
in consideration of the services of Broker and the agreements contained herein, Principal and Broker agree as follows
A Term The term of this Agreement commences on its executionansl will expire on April 30, 1999 (the ^BxpustionDate')
B Appointment. Principal hereby appoints Broker as Pnnerpl's exclusive real estate agent to assist Principal in searching for,
locating, and evaluating Ling real properties for ieaseat purchase, and to assist in the negotiations leading to an agreement to laws aeiler
purchase a property type generally described as 1401 a Mayhil l Road, Denton County, Texas
withmthemadretareadescnbcdas East side of Mayhill Road, North
of Poster Road, south of the Sewer Plant Road and west of city of Denton property (the "Market Areal
C Broker's Duties and Authority
1. Broker will act on Principal's behalf to (i) search for, acquire information about, and evaluate available properties in the
Market Area which are suitable for Principal's intended use or purpose, (n) present to Principal those properties which satisfy
Principal's requirements, and (di) assist Principal in negotiating tho terms and conditions for the potential lease er purchase of the
property Broker is hereby granted the sole and exclusive right to search for properties within the Market Area and negotiate on
Principal's behalf m counection with the lease es 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 win] O its ® is net authorized to disclose Principal's identity to owners of properties, real estate
brokers and other patties 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 -hue commercial property network in order to obtain the
assistance of other brokers and owners Broker may net, however, assign thus Agreement without the written consent of Principal
3. Broker and Broker's sales associates will devote an amours of time and effort on Principal's behalf as Broker, in Brokers
sole discretion, determines necessary to carry out the dames 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 wntten 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 tins 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 any
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 say extensions or renewals of this Agreement. Principal agrees to refer to Broker all
mgmnes 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 negotiating loose a purchase agreements, and to inform all properly 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 the Agreement
with respect to any property winch has been submittedby Broker to Principal during the term of this Agreement
L Professional Service Fee. lf Principal leaves or purchases any property within the Market Area, with or without the
assistance of Broke;, during the term of tins Agreement or any extension or renewal of tins Agreement, then Principal assures
payment to Broker of aprofessmnel service fee (the Teel in cash at the consummation of the lameer purchase of each property in
an amount equal to (11) $1h41� five percent of purchase price paid at closing,
OCopynght 1996NPCARrmmm(1/96) Pnwl&dhy RoprN w0moe01W1999 Paget
F R I
F. Protection Period. As to transactions which close after the Expiation Date, the Fee will be pad to Broker upon the
closing and funding of a transaction in which Principal, or any Related Party, demean purchases property wahim the Market
Area if, within one hundred eighty (180) days after the Expiration Date (the "Protection Period"), Principal or any Related
Party () executes a contract of sale or exchange, (n) onseuiesI44seest-or (a) otherwise agrees to purchase any legal or
equitable interest in a property (including a contract for dead or an option to purchase or lease property) However, as to a
isssaec contract executed during the Protection Period, Broker will only be entitled to collect the Fee of () Broker has
furnished to Principal, within fifteen (15) days after the Expiration Date, a lad of properties introduced to Principal during the
term of this Agreement, and (n) the property which is the subject of the transaction is set forth on that lost A "Related Party"
means any assignee of Principal, any family member or relative of Principal, any officer, duector or partner of Principal, and
any corporation, partnership, joint venture, or other entity owned (in whole or in part) or controlled (m whole or in part) by
Principal or any officer, director or partner of Principal
..,, ,1, .._. ...
0iiij
.. _
H. Intermediary Relationship.
1. Principal authorizes Broker to show to Principal properties which Broker has listed for sale of Ism If Principal
wishes to purchase or lam any properly Broker has lurtad for sale er-lease, Principal authorizes Broker to not as an
intermediary between Principal and the owner, to present any offers Principal may wish to make on such properties, and to
assist both Principal and the owner in negotiations for the sale at arse of the property In that event, Broker's compensation
may be paid by the owner in accordance with the terns of Broker's listing 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 isaimi that the seller 9 landlerdwill accept a price less than the asking
price unless otherwise instructed m a separate writing by the seller or#aedlord;
b. may not disclose to the seller op {andlord that the buyer or leaant will pay a line greater than the price
submitted in a written offer to the seller ow beadle d unless otherwise instructed m a separate wnUng by the buyer or
tenant,
e. may not disclose any confidential information, or any mformaUon a party specifically instructs the real
estate broker in writing not to disclose, unless 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 of 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 a 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 party to whom the licensee is appointed
L Disclaimer Principal understands that areal estate broker is qualified to advise on matters concerning real estate and is not an
expert in matters of law, tax, finammg, 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 NMAR6=03(M PrtmixWb itogrN wi&m OV.Nivss Paget
assistance on such matters Broker does not investigate a property's compliance with building codes, gorermnental ordinances,
statutes or laws tbat,relM to the use or condition of a property or its constm Iron, or that relate to its acquisition. if 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 leased Broker does not warrant that the owner of the
Property will disclose any or all property defects or other matters pertaining to the property or its condition. PrmegW hereby
--- —'"--- --- ....0...6 „ui va Us sir way way w1YCGten
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 inset be in Wnting and Will be deemed delivered on the earlier of (i) actual
receipt, if delivered ug person or by messenger with evidence of delivery, in) receipt of an electronic facsimile transmission ("Fax
intended with confirmation of delivery, or (in) upon deposit in the U S mml, fast chess postage prepaid and addressed to the intended
enrecipre
era a its respective address set forth below, or such other address as may be subsequently designated in writing by the
Inted recipient
2. Legal Expenses. The prevathug party in any legal proceeding brought in relation to tins 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. Severability. if any provision of tins Agreement is found to be nrvalid or unenforceable by a court of competent
jurisdiction, then the urvaifd provision will be deemed to be deleted from this Agreement, acid the remainder of this Agreement will
contmne to be valid and in full force and effect
4. Binding Effect. Thus Agreement is binding on and will 1 mme to the benefit of the parties hereto and their successors, betrs
and assigns However, this Agreement may not be assigned by either Party without the written consent of the other party Thu
Agreement commas the entire agreement and mderstanding 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 the joint and several obligations of each Principal Principal acknowledges that Principal has read tins entire Agreement,
understands it fully, and has had an opportunity to review it with an attorney of Principal's choice Principal and Broker each
acknowledge 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 attaclawnts to tits Agreement are hereby incorporated as apart of this Agreement
This Agreement is executed in four original counterparts and is effective on the last date beneath the signatures below
PRINCIPAL BROKER
e City Or Denton Texas A Municipal Corporation
By (Signature)
Printed Name 0" ' r Mio iFt Jez
Title situ weer
Address 215 E MokinM at
Denton, Texas 76201 _
W Charles a Watkins, Director of Solzd Waste
Telephone 940— 49— 8444 FaX 349-7334
Date of Execution /L -A 1C. 14
CopynghtNooce Thlsfonnispre
hnsted copies of this form for use to
form
in
ASSOCIATES
By(S/gnaturej —� G:O �/rvan ai
Printed Name der rt Wilkinson
Title Lzcenzed Real Estate Avant
Address 1009 baMLS.TTAN
DM4T0N,TEXAS 76201
Telephone 940- 206-3487 Fax 940-591-1931
Date of Execution
""W'eeloersoJnleNortn 7i=as CotmnerialAssoclationofRwltorz Inc pernesn0ntsherebygmntedt0nwke
Tents reai estate nansacnon. Contact the ArMAR office to confirm that you are using the currant version of this
C Copynght 1996 NTCARformQ3(1196) Rondedbr'aogerN WdkW=01I2a1999 Page
ATTEST
Jennifer Walters, City Secretary
By
APPROVED AS TO LEGAL FORM
Herbe Prouty, City torney
By