1997-276C~\DOCS\ORD\HOUGH.ORD Note. Amended by Ordinance No. 97-292
ORDINANCE NO. ¢%-~
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A REAL ESTATE
CONTRACT WHEREIN THE CITY OF DENTON, TEXAS PURCHASES A CERTAIN ONE
ACRE TRACT OF LAND SITUATED ADJACENT TO MAYHILL ROAD, BEING PART OF
AN 19.969 ACRE TRACT IN THE DAVID HOUGH SURVEY, ABSTRACT NUMBER
646, FOR THE FUTURE WIDENING OF MAYHILL ROAD, AND ESTABLISHING
OPTIONS FOR THE ACQUISITION OF ADDITIONAL REAL PROPERTY AS MAY BE
REQUIRED; AUTHORIZING THE CITY MANAGER TO EXECUTE ANY AND ALL
DOCUMENTS NECESSARY TO CONSUMMATE THE PURCHASE OF REAL PROPERTY IN
ACCORDANCE WITH SAID CONTRACT; AUTHORIZING THE EXPENDITURE OF FUNDS
THEREFOR; AUTHORIZING THE ESTABLISHMENT OF A SINKING FUND THEREFOR;
AND PROVIDING FOR AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
~ That the City Manager is hereby authorized to
execute a Real Estate Contract by and between the C~ty of Denton as
purchaser and Robert P. Donnelly, as seller, a copy of which
Contract is attached hereto and incorporated by reference herein.
SE TIO~ That the City Manager is hereby authorized to
execute any and all documents necessary to consummate the purchase
of real property in accordance with said Contract.
~ That the C~ty Council hereby authorizes the
expenditure of funds as provided in the Contract, as well as the
establishment of a sinking fund providing for the possible exercise
of any option contained in said Contract
~ That this ordinance shall become effective
immediately upon its passage and approval
PASSED AND APPROVED this the ¢~-~ day of ~, 1997
ATTEST .'
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
REAL ESTATE CONTRACT
STATE OF TEXAS §
COUNTY OF DENTON §
THIS AGREEMENT Is made by and between Robert P Donnelly (hereinafter referred to
as "Seller") and the CITY OF DENTON, TEXAS, a home rule mumc~pahty, of Denton County,
Texas (hereinafter referred to as "Purchaser"), upon the terms and condit~ons set forth herein
PURCHASE AND SALE
Seller hereby sells and agrees to convey, and Purchaser hereby purchases and agrees to
pay for, that certmn tract of land located ~n the City of Denton, Denton County, Texas,
containing one (1) acre of land, more or less, and being depicted ~n the map attached hereto as
Exhibit A, which Is incorporated here~n by reference, and as more particularly described m
Exhibit B attached hereto and incorporated here~n by reference for all purposes, together w~th all
and singular the rights and appurtenances pertaimng to the property, ~ncluding any right, t~tle and
~nterest of Seller m and to adjacent streets, alleys or nghts-of-way (all of such real property,
rights, and appurtenances being hereinafter referred to as the "Property"), together w~th any
improvements, fixtures, and personal property situated on and attached to the Property, for the
consideration and upon and subject to the terms, prov~s~ons, and condmons hereinafter set forth
PURCHASE PRICE
1 Amount of Purchase Price The purchase price for the Property shall be the sum
of $8,000 00 cash and the following further consideration
a the payment by Purchaser of a survey of the entire 19 969 acre tract
described m Exhibit "C" hereto, and
b the payment by Purchaser of the cost of a prehm~nary plat perta~mng to
the entire 19 969 acre tract described m Exhibit "C" hereto as well as to the 1 acre
tract of land described m Exhibit "B" hereto, and
c the reimbursement by Purchaser of the cost of an applicable braiding
permit to be apphed for by Seller, together w~th Purchaser's agreement to assist
and fully cooperate w~th Seller dunng the building permitting process
2 P~yment Of Purchase Price The full amount of the purchase price shall be
payable m cash at the closing
3 Condmon Precedent Seller and Purchaser agree that the consummation of th~s
Purchase and Sale and the payment of the Purchase Price provided for hereto, are subject
to and conditional upon the ~ssuance of Sohd Waste Landfill Permit No 1590-A by the
Texas Natural Resource Conservation Commission to Purchaser
PURCHASER'S OBLIGATIONS
The obligations of Purchaser hereunder to consummate the transactions contemplated
hereby are subject to the satisfaction of each of the following conditions any of which may be
waived m whole or in part by Purchaser at or prior to the closing
1 Preliminary Title Report Within thirty (30) days after the date hereof, Seller, at
Purchaser's sole cost and expense, shall have caused the Title Company (hereinafter
defined) to issue a preliminary title report (the "Title Report") accompanied by copies of
all recorded documents relating to easements, rights-of-way, etc, affecting the Property
Purchaser shall give Seller written notice on or before the expiration of fifteen (15) days
after Purchaser receives the Title Report that the condition of title as set forth in the title
binder is or is not satisfactory, and in the event Purchaser states the condition is not
satisfactory, Seller shall, at Seller's option, promptly undertake to eliminate or modify all
unacceptable matters to the reasonable satisfaction of Purchaser In the event Seller is
unable to do so w~thm thirty (30) days after receipt of written notice, this Agreement shall
thereupon be null and void for all purposes, otherv~se, this condmon shall be deemed to
be acceptable and any objection thereto shall be deemed to have been waived for all
purposes
2 Survey Purchaser shall, at Purchaser's sole cost and expense, obtmn a current
survey of the Property, prepared by a duly licensed Texas land surveyor chosen by and
acceptable to Purchaser The survey shall be staked on the ground, and shall show the
location of all improvements,, highways, streets, roads, railroads, rivers, creeks, or other
water courses, fences, easements, and rights-of-way on or adjacent to the Property, if any,
and shall contain the surveyor's certification that there are no encroachments on the
Property and shall set further the number of total acres comprising the Property, together
with a metes and bounds description thereof
Purchaser will have twenty (20) days after receipt of the survey to review and approve
the survey In the event the survey is unacceptable, then Purchaser shall within the twenty (20)
day period, give Seller written notice of this fact Seller shall, at Seller's option, promptly
undertake to eliminate or modify the unacceptable portions of the survey to the reasonable
satisfaction of Purchaser In the event Seller is unable to do so within twenty (20) days after
receipt of written notice, Purchaser may terminate tlus Agreement, and the Agreement shall
thereupon be null and void for all purposes Purchaser's failure to give Seller this written notice
shall be deemed to be Purchaser's acceptance of the survey
3 ~ Seller shall have performed, observed, and complied with
all of the covenants, agreements, and condalons required by this Agreement to be
performed, observed, and complied with by Seller prior to or as of the closing
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Purchaser as follows, which representations and
warranties shall be deemed made by Seller to Purchaser also as of the closing date
P~e2
1 There are no parties in possession of any port~on of the Property as lessees,
tenants at sufferance, or trespassers
2 Except for the prior actions of Purchaser, there is no pending or threatened
condemnation or slmtlar proceeding or assessment affecting the Property, or any part
thereof, nor to the best knowledge and behef of Seller ~s any such proceeding or
assessment contemplated by any governmental authority
3 Seller has comphed w~th all apphcable laws, ordinances, regulations, statutes,
rules and restrictions relating to the Property, or any part thereof
4 To the best of the Seller's knowledge, there are no toxin or hazardous wastes or
materials on or w~thm the Property Such toxic or hazardous wastes or materials include,
but are not hm~ted to, hazardous materials or wastes as same are defined by the Resource
Conservation and Recovery Act (RCRA), as amended, and the Comprehensive
Enwronmental Response Compansatmn and Liability Act (CERCLA), as amended
REPRESENTATIONS OF PURCHASER
There ~s no pending or threatened condemnatton or similar proceeding or assessment
affecting the Property, or any part thereof Purchaser ~ntends to secure the Property for the
purpose ofwtdenmg ex~stmg Mayhfll Road
CLOSING
The closing shall be held at the office of Dentex T~tle Company, 300 North Elm, State
101, Denton, Texas, within ten (10) days after the Texas Natural Resource Conservation
Commlssxon ~ssues Sohd Waste Landfill Permit No 1590-A to Purchaser, or at such txtle
company, t~me, date, and place as Seller and Purchaser may mutually agree upon (which date his
hereto referred to as the "closing date")
CLOSING REQUIREMENTS
1 Seller's Rea_mrements At the closing Seller shall
A Dehver to Purchaser a duly executed and acknowledged General Warranty
Deed conveying good and marketable title In fee s~mple to all of the Property, free
and clear of any and all hens, encumbrances, conditions, easements, assessments,
and restrictions, except for the following
1 General real estate taxes for the year of closing and subsequent
years not yet due and payable,
2 Any exceptions approved by Purchaser pursuant to Purchaser's
Obhgat~ons hereof, and
3 Any exceptions approved by Purchaser ~n writing
Page 3
B Deliver to Purchaser a Texas Owner's Title Policy at Purchaser's sole
expense, ~ssued by Dentex Tale Company (the "Title Company"), or such t~tle
company as Seller and Purchaser may mutually agree upon, m Purchaser's favor
xn the full amount of the purchase price, insuring Purchaser's fee s~mple txtle to
the Property, subject only to those title exceptions listed m Closing Requirements
hereof, such other exceptions as may be approved m writing by Purchaser, and the
standard pnnted exceptmns contmned in the usual form of Texas Owner's T~tle
Pohcy, prowded, however
1 The boundary and survey exceptions shall be deleted ~f required by
Purchaser and ~f so required, the costs assocmted with same shall be borne
by Purchaser,
2 The exception as to restrictive covenants shall be endorsed "None
of Record,"
3 The exception for taxes shall be hm~ted to the year of closing and
shall be endorsed "Not Yet Due and Payable," and
4 The exception as to liens encumbering the Property shall be
endorsed "None of Record"
C Dehver to Pumhaser possession of the Property on the day of closing
2 l~rchaser's Keqmrements Purchaser shall pay the consideration as referenced in
the "Purchase Price" section of this contract at Closing In lmmedmtely avadable funds,
and shall further prowde Seller w~th satisfactory wmten proof that the further purchase
consideration has been prod, or that firm arrangements have been made regarding such
payments
3 Closing Costs Seller shall pay all taxes assessed by any tax jurisdiction through
the date of Closing All other costs and expenses of closing In consummating the sale
and purchase of the Property not specifically allocated herein shall be prod by Purchaser
REAL ESTATE COMMISSION
Any real estate commissions occasioned by the consummation of the Agreement shall be
the sole respons~bthty of Seller, and Seller agrees to indemnify and hold harmless Purchaser
from any and all claims for any such commissions
BREACH BY SELLER
In the event Seller shall fad to fully and t~mely perform any of ~ts obhgatmns hereunder
or shall fail to consummate the sale of the Property except Purchaser's default, Purchaser may
e~ther enforce specific performance of this Agreement or terminate th~s Agreement
Page 4
BREACH BY PURCHASER
In the event Purchaser should fail to consummate the purchase of the Property, the
conditions to Purchaser's obhgatlons set forth m PURCHASER'S OBLIGATIONS having been
satisfied and Purchaser being in default, Seller may e~ther enforce specific performance of th~s
Agreement, or terminate this Agreement
MISCELLANEOUS
1 A~slgnment of Agreement This Agreement may not be assigned by Purchaser
wxthout the express written consent of Seller
2 Surwval of Covenants Any of the representations, warranties, covenants, and
agreements of the part,es, as well as any rights and benefits of the parties, pertaining to a
period oft~me following the closing of the transactions contemplated hereby shall survive
the clostng and shall not be merged thereto
3 N0t~ce Any notice reqmred or permitted to be dehvered hereunder shall be
deemed received when sent by Umted States mall, postage prepmd, cemfied marl, return
receipt requested, addressed to Seller or Purchaser, as the case may be, at the address set
forth beneath the s~gnature of the party
4 Texas Law to Apply Th~s Agreement shall be construed under and m accordance
wxth the laws of the State of Texas, and all obligations of the parties created hereunder
are performable m Denton County, Texas
5 Parttes Bound This Agreement shall be binding upon and inure to the benefit of
the partxes and thexr respective he~rs, executors, administrators, legal representatives,
successors and assigns where permitted by th~s Agreement
6 Legal Construction In case any one or more of the provisions contamed m this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable xn any
respect, smd mvahdxty, filegahty, or unenforceab~hty shall not affect any other proms~on
hereof, and this Agreement shall be construed as if the lnvahd, illegal, or unenforceable
provision had never been contained here~n
7 Prior Agreements Superseded Th~s Agreement constitutes the sole and only
Agreement of the part~es and supersedes any prior understandings or written or oral
agreements between the part~es respecting the wltlun subject matter
8 T~me of Essence Txme xs of the essence m the performance ofth~s Agreement
9 Gender Words of any gender used in this Agreement shall be held and construed
to include any other gender, and words m the singular number shall be held to include the
plural, and wce versa, unless the context requtres otherwise
10 Memorandum of Contract Upon request of e~ther party, both parties shall
promptly execute a memorandum ofth~s Agreement statable for filing of record
P~e5
11 Comphance In accordance wxth the requirements of the Texas Real Estate
L~cense Act, Purchaser ~s hereby advised that is should be furmshed with or obtmn a pohcy
of t~tle insurance or Purchaser should have the abstract covenng the Property examined by
an attorney of Purchaser's own selectmn
12 T~me L~mxt In the event a fully executed copy of this Agreement has not been
returned to Seller w~thm twenty (20) days a~er Seller executes tNs Agreement and dehvers
same to Purchaser, Seller shall have the right to terminate tNs Agreement upon written
not,ce to Purchaser
PURCHASER
THE CITY OF DENTON, TEXAS
Ted Benawdes, City Manager
215 E McKlnney
Denton, Texas 76201
ATTEST
JENNIFER WALTERS, CITY SECRETARY
HERBERT L PROUTY, CITY ATTORNEY
SELLER
ROBERT P DONNELLY
\%~,P'n, dsl ~tate of Texas |
Page 6
STATE OF TEXAS §
COUNTY OF DENTON §
Th~s ~nstrument was acknowledged before me on th~s /~ day of
,~_~'x ~'~ ,1997byRobert P Donnelly
~t'~/' A '~'~ Notory PUb
I "~,~'~' Commission Expire* 11 28-981 Notary Pubhc in and for the State of Texas
STATE OF TEXAS §
COUNTY OF DENTON §
Th~s ~ strument was acknowledged before me on th~s ~ day o.f
~f~ ..~la~. , 1997 by Ted Benav~des, C~ty Manager of t~e City of Dento...,
T~a~ a ~fim~pal eo~oratmn, ~own to me to be the person and o~eer whose name ~s
subscribed to the foregmng instrument and ac~owledged to me that the same was the act of the
smd City of Denton, Texas, a mummpal eo~oratmn, that he was duly authorized to peffo~ the
same by appropriate ordinance of the C~ty Council of the C~ty of Denton ~d that he executed the
same as the act of the smd C~ty for the purposes and consideration therein expressed, and m the
capacity there~n stated
~s, ~N FORSYTHE ~
~ ~;~x~l N0~ryPu~li~ S~te0tTex~ ~ Nota~ Public ~n a~d for t~ ~tate of Texas
Page 7
EXHIBIT "A"
EXHIBIT "B"
Being a 1 0 acre tract of land, more or less, being situated in the DAVID HOUGH
SURVEY, Abstract No 646, m the City of Denton, Denton County, Texas, and being
part of a certmn 19 969 acre tract of land described in Special Warranty Deed from the
Federal Deposit Insurance Corporation as Receiver of Western Bank as grantor, to Robert
P Donnelly, as grantee, executed on November 19, 1992, smd deed being recorded m
Volume 3384, Page 0905 of the Real Property Records of Denton County, Texas, and
being further described as a tract of land West of and adjacent to the exlmng Mayhfll
Road prescriptive right of way, mnnmg approximately 869 5 feet along the present
location of Mayball Road, and being 50 feet m width
Seller and Purchaser agree that upon completion of a ground survey of the above tract m
connection w~th the closing of this transaction, that a metes and bounds legal description
of said tract will be substituted for the above description
EXHIBIT "C"
BEING 19 969 acres of land located in the DAVID HOUGH SURVEY, Abstract No
646, Denton County, Texas, being the same tract of land as conveyed to Rozella A
Putnam by the deed recorded in Volume 1586, Page 45 of the Deed Records of Denton
County, Texas Smd 19 969 acres being more particularly described by metes and
bounds as follows
BEGINNING at a ½ inch iron rod in the eenterllne of Mayhfll Road at the Southeast
comer of said Putnam Tract, also being the Northeast comer of a tract of land conveyed
to Andrew Corporation, by the deed recorded in Volume 912, Page 797, Deed Records of
Denton County, Texas, also being the Southeast comer of said Hough Survey,
THENCE, South 87 degrees 13 minutes 28 seconds West, 744 08 feet along the North
line of smd Andrew Corporation Tract and the South line of said Hough Survey to a ~
inch iron md m the Northeast right-of-way line of the M K T Rmlroad,
THENCE, along said Northeast right-of-way line as follows
1 North 47 degrees 59 minutes 44 seconds West, 87 69 feet to a ½ inch iron rod,
2 North 50 degrees 49 minutes 23 seconds West, 101 67 feet to a ½ inch iron rod,
3 North 53 degrees 56 unnutes 53 seconds West, 101 75 feet to a ½ inch iron rod,
4 North 57 degrees 13 minutes 33 seconds West, 67 68 feet to a 1/2 inch iron rod at
the Southwest comer of aforesaid Pumam Tract, also being the Southeast corner
of a tract of land conveyed to Don V Cunnmgham and wife, by Deed recorded m
Volume 653, Page 146, Deed Records of Denton County, Texas,
THENCE, North 00 degrees 00 minutes 04 seconds East, 641 34 feet to a ½ inch iron rod
in the South line of a tract of land conveyed to E P Jeske by the deed recorded in
Volume 1386, Page 377, Deed Records of Denton County, Texas, also being the
Northeast comer of said Cunmngham Tract,
THENCE, North 87 degrees 34 minutes 46 seconds East, 1,051 76 feet to a ½ inch iron
rod m the center line of aforesaid Mayhfll Road, also lying in the West survey line of the
G Walker Survey, AbstractNo 1330,
THENCE, South 01 degrees 36 minutes 49 seconds West, 869 50 feet along said survey
line and the East boundary line of said Putnam Tract to the PLACE OF BEGINNING and
containing 19 969 acres of land, more or less, LESS AND EXCEPT that certain 1 0 acre
tract of land described in Exhibit "B" hereto, leaving 18 969 acres, more or less,
remaining in ttus tract
REAL ESTATE CONTRACT
OPTION TO ACQUIRE ADDITIONAL REAL PROPERTY
STATE OF TEXAS §
COUNTY OF DENTON §
THIS AGREEMENT as made by and between Robert P Donnelly, hereinafter referred to
as "Optlonor" and the City of Denton, Texas, a home rule mumcipalaty of Denton County,
Texas, hereinafter referred to as "Optaonee," upon the terms and conditions set forth hereto
RECITALS
WHEREAS, OpUonor is the owner of certain real property consisting of approximately
19 969 aeras located an the City of Danton, Denton County, Texas A map of smd 19 969 acre
tract as attached hereto as Exhibit "A" and incorporated hereto by reference for all purposes
Opuonor, by a Real Estate Contract, has agreed to sell and convey to Optaonee, that certain 1 0
acre tract of land more parUcularly described m Exlubat "B" attached hereto and incorporated
hereto by reference for all purposes OpUonor, by this Agreement desires to grant OpUonee a
right and option upon the terms and specified condmons set forth hereinbelow to aeqmre the re-
malmng ,18 969 acre tract of land more particularly described an Exhibit "C" attached hereto and
incorporated hereto by reference for all purposes, and
WHEREAS, OpUonee believes that the 18 969 acre tract of land which is the subject of
thts right to aeqmre and option (smd tract being hereinafter referred to as the "OpUoned Tract")
~s reasonably necessary for the pubhe use m the future, and accordingly desires to acquire a right
to acquire the OpUoned Tract under the terms and speeml condmons set forth hereanbelow,
THEREFORE, IT IS AGREED AS FOLLOWS
ARTICLE I
GRANT OF OPTION TO ACQUIRE ADDITIONAL REAL PROPERTY
In eonsaderaUon of the sum of ten dollars ($10 00), and the further consideration of Op-
Uonee's payment for a survey of the Opt~oned Tract, Optionee's payment of the cost of a pre-
hmlnary, plat pertmmng to the OpUoned Tract and the 1 0 acre tract described an Exhibit "B" at-
tached hereto, Optaonee's agreement to reimburse Opt~onor the cost of an appheable bmldmg
permit pertmmng to the Optaoned Tract, and the agreement of Opt~onee to obtain and dehver, at
Optionee's expense, to Optlonor, before any exercise of Opt~onee of ars right or option granted
herein, a prehmmary txtle report issued by Dentex Title Company, Denton, Texas, covering the
Optioned Tract, Optaonor hereby GRANTS to Opt~onee the right and option to aeqmre Utle to
the Optaoned Tract at the prices and eondmons, and within the t~me hmataUons specified below
A In the event that OpUonor receives from a third party, at any tame before January 1,2013,
a bona-fide written offer supported by good and valuable consaderaUon to purchase the
Optloned Tract, then Optlonee has no right of first refusal to match said third party offer,
arid Optlonee will not be obligated to pay any sum of money to Opt~onor under the terms
of tbas Agreement
B In the event that Optionor receives from a third party, at any time between January 1,
2013 and December 31, 2027, a bona-fide written offer supported by good and valuable
consideration to purchase the Optloned Tract, and the stated purchase consideration is an
amount less than two dollars ($2 00) per square foot, then Opuonee shall acquire t~tle to
the Optloned Tract by paying to Opt~onor the purchase consideration of two dollars
($2 00) per square foot Opt~onee shall exercise its option by not~fying Opt~onor in writ-
mg w~th~n sixty (60) days after Opt~onee recelvas noUce from the Optionor of the third
party offer
C In the event that Optsonor receives from a third party, at any t~me between January 1,
2013 and December 31, 2027, a bona-fide written offer supported by good and valuable
consideration to purchase the Optioned Tract, and the stated purchase conslderaUon ~s an
amount greater than two dollars ($2 00) per square foot, then Opt~onee may acquire title
to the Optloned Tract by paying to Opt~onor a total of one dollar ($1 00) more than the
purchase consideration offered by the tturd party Optlonee shall exercise its option by
noUfymg Opt~onor m writing vathm sixty (60) days after Optlonee receives not,ce from
Opt~onor of the third party offer, PROVIDED, HOWEVER, m the event that Optionee
elects not to aeqmre t~tle to the Optioned Tract, then Opt~onee shall not be reqtured to pay
any sum of money to Optsonor, and th~s Agreement shall be thereby terminated
D Optxonor and Opt~onee agree that unless earlier terminated, the rights and option of Op-
t~onee shall expire on December 31, 2027
E Optxonee represents to Opt~onor that it has no present, fixed, intention to condemn all or
any part of the Optloned Tract at th~s time Optionee is unable to lawfully agree to waive
its right of eminent dommn w~th respect to the Opt~oned Tract, or, for that matter, any
t~act of real property m the City of Denton, Texas
In the unhkely event that Optlonee, because of a public necessity, seeks condemnation of
all or any part of the Optioned Tract before January 1, 2013, then Opt~onor and Opuonee
shall treat such condemnation as Opt~onee's early exercise of its option to acquire the
Optioned Tract and Optlonor and OpUonee each agree to designate a hcensed real estate
apprmser of the State of Texas, w~th the M A I (Member of Apprmsal Institute) designa-
tion, who vall in turn select a licensed real estate apprmser of the State of Texas w~th the
M A I designation, which selected apprmser shall mmntmn h~s or her principal office m
Denton County, Texas Thereafter, the selected apprmser shall prepare a written ap-
prmsal report and determine the apprmsed fair market value of the Opt~oned Tract Upon
detarmmat~on of the apprmsed fmr market value by this method, Optlonec shall pay to
Optxonor the appraised market value of the subject Opt~oned Tract or the amount of two
dollars ($2 00) per square foot, wbachever amount ~s greater
Page 2
ARTICLE II
APPLICATION OF CONSIDERATION TO PURCHASE PRICE
If OpUonee cxermsas its right or option to acquire Utle to the OpUoned Tract m accor-
dance w~th the terms hereof, tt lS specifically understood and agreed that the consideration pud
to Optlonor by Optlonee pursuant to the first paragraph of Article I hereof, shall not apply to any
purchase price expressed m Article I hereof
ARTICLE III
EXERCISE OF OPTION TO ACOUIRE ADDITIONAL REAL PROPERTY
OpUonee must exemise its options granted herein by providing written notice to Optlonor
in accordance v~th any apphcable deadline set forth in Article I heremabove In order to exer-
cise its option under the provisions of Article I B or Article I C heremabove, OpUonee must
execute and deliver to Opuonor the Real Estate Sales Contract attached hereto as Exhibit "D,"
which as incorporated herein for all purposes
ARTICLE IV
CONDITION PRECEDENT
OpUonor and OpUonee agree that this Agreement as conditioned upon Optlonee receiving
Solid Waste Landfill Permit No 1590-A from the Texas Natural Resource Conservation Com-
mission In the event that such condition as not satisfied, then this Agreement shall be null and
void
ARTICLE V
RETENTION OF CONSIDERATION
In the event that Opuonee fmls to exercise any or all of its rights or options granted
herein, all sums and all consideration pud or provided by Optlonee to OpUonor shall be retatned
by Optlonor an consideration of the granUng of these rights and options to Optlonee
ARTICLE VI
TI~RMINATION OF OPTIONEE'S RIOHTS AND OPTIONS
If OpUonee fmls to meet any deadline relaung to the exercise of any option or right
granted hereunder, or to the terms of sale of the Opuoned Tract, this Agreement, and the rights of
OpUonee shall automaUcally terminate on the day following the applicable deadhne
ARTICLE VII
MEMORANDUM OF AGREEMENT
OpUonor and Optlonee agree to execute, within thirty (30) days from the date this
Agreement as executed by OpUonor and OpUonee, a Memorandum of Agreement respecting the
existence of this Agreement and evidencing Opuonee's interest in the OpUoned Tract Optlonee
Page 3
may elect to record such Memorandum of Agreement xn the Real Estate Records of Denton
County, Texas
ARTICLE VIII
ASSIGNABILITY
No assignment of tins Agreement, or of any right, duty, or option accruing under this
Agreement shall be made, in whole or In part, by exther party, without the prior written consent
of the other party
ARTICLE IX
NOTICES
Unless otherwise prowded bereln, any notice, tender, or delivery to be g~ven hereunder
by either party to the other may be effected in wrxt~ng by personal dehvery or by registered or
certified mall, postage prepaid, return recexpt requested, and shall be deemed received as of the
date of actual receipt Mailed notice shall be addressed as set forth below, but each party may
change bas address m accordance w~th thxs paragraph
To Optaonor To Optaonee
Robert P Donnelly Cxty of Denton, Texas
Ted Benav~des, City Manager
215 East McKlnney
Denton, Texas 76201
With a copy to
Herbert L Prouty
City Attorney
215 East McKinney
Denton, Texas 76201
ARTICLE X
ENTIRE AGREEMENT
Tbas Agreement contains the entire agreement between the part,es relating to the option
and rights hereto granted Any oral representattons or modifications concerning tbas Agreement
shall be of no force and effect, excepting a subsequent modification, m writing, signed by the
parties
ARTICLE XI
BINDING EFFECT
Tbas Agreement shall bind and inure to the benefit of all the respective hears, personal
representattvas, successors, and assigns of the parties hereto
Page 4
IN WITNESS WHEREOF, the parties hereto have executed this Agreemem on this the
~ day of 2~I~.~, 1997
OPTIONEE
CITY OF DENTON, TEXAS
TED BENAVIDES, CITY MANAOER
ATTEST
JENNIFER WALTERS, CITY SECRETARY
HERBERT L PROUTY, CITY ATTORNEY
OPTIONOR
ROBERT P DONNELLY
ROBERT P DONNELLY
Page 5
STATE OF TEXAS §
COUNTY OF DENTON §
BEFORE ME the undersigned authority, a Notary Public m and for smd State of Texas, on
tbas day personally appeared Ted Benawdes, City Manager of the City of Denton, Texas, known to
me to be the person who signed and executed the foregmng instrument, and acknowledged to me
that this mstxument was executed for the purposes and consideration thereto expressed
/ GIVEN, UNDER MY HAND AND SEAL OF OFFICE flus the _~day of
~ o~,% ~ ~08S¥1,[ § Not~Pubhc m and~for the ~/
~ ~k~d,~, My gammi,slon Exl~lres 05-00q008~ State of Texas
~o~oooooo0oooo~0ooo0~0o00000~ My Commission Expires 5' ~. ~
STATE OF TEXAS §
COUNTY OF DENTON §
BEFORE ME the undersigned authority, a Notary Pubhe in and for smd State of Texas, on
th~s day personally appeared Robert P Donnelly, known to me to be the person who signed and
executed the foregoing ~nstrument, and acknowledged to me that ttus mstrmnent was executed for
the purposes and consideration thereto expressed
GIVEN UNDER MY HAND AND SEAL OF OFFICE th~s the __ day of
,19__
Notary Pubhc in and for the
State of Texas
My Comnumon Expires
E \DOCS'dC~DONNELLY CONTRACT
Page 6
EXHIBIT "A"
EXHIBIT "B"
Being a 1 0 acre tract of land, more or less, being situated ~n the DAVID HOUGH
SURVEY, Abstract No 646, m the C~ty of Denton, Denton County, Texas, and being
part of a eertmn 19 969 acre tract of land described m Specml Warranty Deed from the
Federal Deposit Insurance Corporation as Receiver of Western Bank as grantor, to Robert
P Donnelly, as grantee, executed on November 19, 1992, smd deed being recorded m
Volume 3384, Page 0905 of the Real Property Records of Denton County, Texas, and
being further described as a tract of land West of and adjacent to the ex~stmg Mayhfll
Road prescriptive right of way, runmng approximately 869 5 feet along the present
locatmn of Maylutl Road, and bemg 50 feet m wadth
Seller and Purchaser agree that upon completion of a ground survey of the above tract m
connection wath the closing of flus transactxon, that a metes and bounds legal description
of smd tract wall be substamted for the above description
EXHIBIT "C"
BEING 19 969 acres of land located in the DAVID HOUGH SURVEY, Abstract No
646, Denton County, Texas, bemg the same tract of land as conveyed to Rozella A
Putnam by the deed recorded in Volume 1586, Page 45 of the Deed Records of Denton
County, Texas Smd 19 969 acres being more particularly described by metes and
bounds as follows
BEGINNING at a ½ inch iron rod in the centerhne of Mayhlll Road at the Southeast
comer of said Putnam Tract, also being the Northeast comer of a tract of land conveyed
to Andrew Corporation, by the deed recorded in Volume 912, Page 797, Deed Records of
Denton County, Texas, also being the Southeast comer of smd Hough Survey,
THENCE, South 87 degrees 13 mmutes 28 seconds West, 744 08 feet along the North
line of smd Andrew Corporataon Tract and the South line of said Hough Survey to a ½
inch iron rod in the Northeast right-of-way line of the M K T Railroad,
THENCE, along smd Northeast right-of-way line as follows
1 North 47 degrees 59 minutes 44 seconds West, 87 69 feet to a ~ inch iron rod,
2 North 50 degrees 49 minutes 23 seconds West, 101 67 feet to a ½ inch iron rod,
3 North 53 degrees 56 minutes 53 seconds West, 101 75 feet to a ½ inch iron rod,
4 North 57 degrees 13 minutes 33 seeunds West, 67 68 feet to a ½ inch iron rod at
the Southwest comer of aforesatd Putnam Tract, also being the Southeast comer
of a tract of land conveyed to Don V Cunmngham and w~fe, by Deed recorded in
Volume 653, Page 146, Deed Records of Denton County, Texas,
THENCE, North 00 degrees 00 minutes 04 seconds East, 641 34 feet to a ½ inch iron rod
in the South line of a tract of land conveyed to E P Jeske by the deed recorded in
Volume 1386, Page 377, Deed Records of Denton County, Texas, also being the
Northeast comer of said Cunmngham Tract,
THENCE, North 87 degrees 34 minutes 46 seconds East, 1,051 76 feet to a ½ inch iron
rod in the center line of aforesmd Mayhlll Road, also lying in the West survey line of the
G Walker Survey, AbstractNo 1330,
THENCE, South 01 degrees 36 minutes 49 seconds West, 869 50 feet along smd survey
line and the East boundary line of said Putnam Tract to the PLACE OF BEGINNING and
contmnmg 19 969 acres of land, more or less, LESS AND EXCEPT that certain 1 0 acre
tract of land described in Exhibit "B" hereto, leaving 18 969 acres, more or less,
remalmng in this tract
EXHIBIT "D"
REAL ESTATE SALES CONTRACT
STATE OF TEXAS
COUNTY OF DENTON
THIS CONTRACT OF SALE is made by and between ROBERT P DONNELLY
(hereinafter referred to as "Seller") and the CITY OF DENTON, TEXAS, a home rule
municipality, of Denton County, Texas (heremafier referred to as "Purchaser"), upon the
terms and condmons set forth herem
PURCHASE AND SALE
Seller hereby sells and agrees to convey, and Purchaser hereby purchases and
agreeslto pay for that eartmn tract of land located in the City of Demon, Denton County,
Texas~ cuntammg 18 969 acres of land, more or less, and being more particularly
described in Extubat "1" attached hereto and incorporated hereto by reference for all
purposes, together w~th all and sangular the rights and appurtenances pertmmng to the
property, including any right, t~tle and interest of Seller m and to adjacent streets, alleys
or rights-of-way (all of such real property, rights, and appurtenances being hereinafter
referred to as the "Property"), together w~th any xmprovements, fixtures, and personal
property satuated on and attached to the Property, for the consaderat~on and upon and
subjee~ to the terms, provisions, and cond~tlons hereinafter set forth
PURCHASE PRICE
1 Amount of Purchase Price The purchase price for the Property shall be the sum
of $ as determined in that certmn Real Estate Contract-OpUon
To Acquire Addmonal Real Property executed by Seller, as Optlonor and
Purchaser as Optlonee, on the day of ,199__
2 Payment of Purchase Price The full amount of the purchase price shall be
payable an cash at the closing
PURCHASER'S OBLIGATIONS
The obhgatlons of Purchaser hereunder to consummate the transactions
conte~ aplated hereby are subject to the satasfactlon of each of the following condmons
any ol 'wlueh may be wmved m whole or m part by Purchaser at or prior to the closang
1 ~ Txfle Reoort Wathan twenty (20) days after the date hereof, Seller, at
Seller's sole cost and expense, shall have caused the T~tle Company (hereinafter
defined) to issue a prehmmary title report (the "T~tle Report") accompamed by
coptes of all recorded documents relating to easements, rights-of-way, etc,
affecting the Property Purchaser shall give Seller written notace on or before the
exparataon of ten (10) days after Purchaser receaves the Tatle Report that the
condmon of title as set forth m the title binder is or is not satisfactory, and an the
event Purchaser states that the conditton as not satasfactory, Seller shall, at Seller's
optaon, promptly undertake to ehmanate or modafy all unacceptable matters to the
reasonable satisfaction of Purchaser In the event Seller as unable to do so wathm
ten (10) days after receipt of written notace, thas Agreement shall thereupon be
null and void for all purposes, othervase, this condataon shall be deemed to be
acceptable and any objectton thereto shall be deemed to have been wmved for all
purposes
2 Survey Purchaser may, at Purchaser's sole cost and expense, obtain a current
survey of the Property, prepared by a duly licensed Texas land surveyor chosen
by and acceptable to Purchaser The survey shall be staked on the ground, and
shall show the location of all improvements, highways, streets, roads, rmlroads,
rivers, creeks, or other water courses, fences, easements, and rights-of-way on or
adjacent to the Property, ffany, and shall contain the surveyor's certffication that
there are no encroachments on the Property and shall set forth the number of total
acres comprising the Property, together vath a metes and bounds description
thereof
Purchaser wall have ten (10) days after receipt of the survey to review and
approve the survey In the event the survey as unacceptable, then Purchaser shall
wtthm the ten (10) day period, gave Seller written nouce ofthas fact Seller shall,
at Seller's option, promptly undertake to ehnunate or modtfy the unacceptable
portaons of the survey to the reasonable satasfacUon of Purchaser In the event
Seller as unable to do so wttlun ten (10) days after receapt of written notice,
Purchaser may terminate this Agreement, and the Agreement shall thereupon be
null and void for all purposes Purchaser's fmlure to give Seller this written
notace shall be deemed to be Purchaser's acceptance of the survey
3 Seller's Comt~hance Seller shall have performed, observed, and complied with
all of the covenants, agreements, and condxtaons reqmred by this Agreement to be
performed, observed, and complied wath by Seller prior to or as of the closang
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Purchaser as follows, which
representations and warranties shall be deemed made by Seller to Purchaser also as of the
closing date
1 There are no parttes m possessaon of any portxon of the Property as lessees,
tenants at sufferance, or trespassers
P~e2
2 Except for the prior actions of Purchaser, there is no pending or threatened
condemnation or similar proceeding or assessment affecting the Property, or any
part thereof, nor to the best knowledge and belief of Seller is any such proceeding
or assessment contemplated by any governmental authority
3 Seller has complied with all applicable laws, ordinances, regulations, statutes,
roles and resmctlons relating to the Property, or any part thereof
4 To the best of the Seller's knowledge, there are no toxic or hazardous wastes or
materials on or w~tlun the Property Such toxic or hazardous wastes or materials
include, but are not limited to, hazardous materials or wastes as same are defined
by the Resource Conservation and Recovery Act (RCRA), as amended, and the
Comprehensive Environmental Response Compensation and Liability Act
(CERCLA), as amended
CLOSING
The closing shall be held at the office of Dentex Title Company, Denton, Texas,
at such title company, time, date, and place as Seller and Purchaser may mutually agree
upon (winch date IS herein referred to as the "closing date")
CLOSING REQUIREMENTS
1 Seller's Reoulrements At the closing Seller shall
A Deliver to Purchaser a duly executed and acknowledged General Warranty
Deed conveying good and marketable title in fee simple to all of the
Property, free and clear of any and all liens, encumbrances, conditions,
easements, assessments, and restrictions except for the following
1 General real estate taxes for the year of closing and subsequent years
not yet due and payable,
2 Any exceptions approved by Purchaser pursuant to Purchaser's
Obligations hereof, and
3 Any exceptions approved by Purchaser in writing
B Deliver to Purchaser a Texas Owner's Title Policy at Seller's sole
expense, issued by Dentex Title Company, (the "Tale Company"), or such
title company as Seller and Purchaser may mutually agree upon, in
Purchaser's favor of the full amount of the purchase price, lnsunng
Purchaser's fee simple title to the Property, subject only to those title
exceptions listed in ~ments hereof, such other exceptions as
may be approved In writing by Purchaser, and the standard pnnted
P~e3
exceptions contained in the usual form of Texas Owner's Title Policy,
provided, however
1 The boundary and survey exceptions shall be deleted if required by
Purchaser and if so required, the costs associated with same shall be
borne by Seller,
2 The exception as to restrictive covenants shall be endorsed "None of
Record",
3 The exception for taxes shall be limited to the year of closing and shall
be endorsed "Not Yet Due and Payable", and
4 The exception as to liens encumbenng the Property shall be endorsed
"None of Record"
C Deliver to Purchaser possession of the Property on the day of closing
2 Ptlrehaser's Reomrements Purchaser shall pay the consideration as referenced in
the Purchase Price section of this contract at Closing in immediately available
funds
3 ~ Seller shall pay all taxes assessed by any tax jurisdiction through
the date of Closing All other costs and expenses of closing in consummating the
sale and purchase of the Property not speeffically allocated herein shall be equally
shared by Purchaser and Seller
REAL ESTATE COMMISSION
Any real estate commissions occasioned by the consummation of this Agreement
shall be the sole responsibility of Seller, and Seller agrees to mdemmfy and hold
harmless Purchaser from any and all cl~ums for any such commissions
BREACH BY SELLER
In the event Seller shall fail to fully and timely perform any of its obligations
hereunder or shall fall to consummate the sale of the Property except at Purchaser's
default, Purchaser may either enforce specific performance of this Agreement or
terminate this Agreement
BREACH BY PURCHASER
In the event Purchaser should fml to consummate the purchase of the Property, the
conditions to Purchaser's obhgattons set forth in PURCHASER'S OBLIGATIONS
Page 4
hawng been satisfied and Purchaser bexng m default, Seller may e~ther enforce specific
performance of thts Agreement, or terminate this Agreement
MISCELLANEOUS
1 Assxgnment of Agreement This Agreement may not be assigned by Purchaser
w~thout the express written consent of Seller
2 Survival1 of Covenants Any of the representatxons, warranties, covenants, and
agreements of the pames, as well as any rights and benefits of the parties,
pertmmng to a period of txme following the closing of the transactions
contemplated hereby shall survxve the closing and shall not be merged therexn
3 Nottce Any notme reqmred or penmtted to be delivered hereunder shall be
deemed received when sent by Umted States mad, postage prepmd, cemfied mall,
return receipt requested, addressed to Seller or Purchaser, as the case may be, at
the address set forth beneath the signature of the party
4 Texas Law to An~lv Tlus Agreement shall be construed under and in accordance
wtth the laws of the State of Texas, and all obhgatlons of the pames created
hereunder are performable m Denton County, Texas
5 Parties Bound. Th~s Agreement shall be binding upon and inure to the benefit of
the parties and their respective heirs, executors, admlmstrators, legal
representatives, successors and assigns where permitted by this Agreement
6 ~ Construction In case any one or more of the prov~sions contained in tlus
Agreement shall for any reason be held to be mvahd, illegal, or unenfomeable in
any respect, smd invalidity, illegality, or unenforeeabdxty shall not affect any
other provision hereof, and this Agreement shall be construed as ~f the ~nvahd,
illegal, or unenforceable provisxon had never been contained hereto
7 Prior A~reements Sunerseded Thxs Agreement constitutes the sole and only
agreement of the parties and supersedes any prior understandings or written or
oral agreements between the partxes respecting the within subject matter
8 Time of Essence T~me ~s of the essence m th~s Agreement
9 Oender Words of any gender used in this Agreement shall be held and construed
to ~nclude any other gender, and words in the singular number shall be held to
include the plural, and vice versa, unless the context requires otherwise
10 Memorandum of Contract Upon request of either party, both parties shall
promptly execute a memorandum of this Agreement suitable for filing of record
Page 5
11 Com~hance In accordance w~th the requirements of the Texas Real Estate
License Act, Purchaser is hereby adwsed that it should be fumxshed w~th or obtmn
a pohcy of title insurance or Purchaser should have the abstract covering the
Property examined by an attorney of Purchaser's own selection
12 T~me L~mxt In the event a fully executed copy of fins Agreement has not been
returned to Seller vafinn finrty (30) days after Seller executes this Agreement and
dehvers same to Purchaser, Seller shall have the right to terminate this Agreement
upon written notice to Purchaser
DATED this __ day of ,
PURCHASER
THE CITY OF DENTON, TEXAS
By
City Manager
215 E McKxnney
Denton, Texas 76201
ATTEST
By
APPROVED AS TO LEGAL FORM
CITY ATTORNEY, CITY OF DENTON, TEXAS
By
SELLER
ROBERT P DONNELLY
By
Robert P Donnelly
Page 6
STATE OF TEXAS
COUNTY OF DENTON
This instrument was acknowledged before me on tins the day of
by Robert P Donnelly
Notary Public in and for the State of Texas
STATE OF TEXAS
COUNTY OF DENTON
This instrument was acknowledged before me, on this the day of
, by , City Manager
of the City of Denton, Texas, a mumclpal corporation, known to me to be the person and
officer whose name is subscribed to the foregmng Instrument and acknowledged to me
that the same was the act of the smd City of Denton, Texas, a municipal corporaUon, 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 smd City for purposes
and cons~deratton therein expressed, and an the capacity thereto stated
Notary Public in and for the State of Texas
Page 7
EXHIBIT "1"
BEING 19 969 acres of land located in the DAVID HOUGH SURVEY, Abstract No 646,
Denton County, Texas, being the same tract of land as conveyed to Rozella A Putnam by the
deed recorded in Volume 1586, Page 45 of the Deed Records of Denton County, Texas Said
19 969 acres being more partlctflarly described by metes and bounds as follows
BEGINNING at a ½ meh iron rod in the cemerhne of Mayhlll Road at the Southeast comer of
smd Putnam Tract, also being the Northeast comer of a tract of land conveyed to Andrew
Corporation, by the deed recorded m Volume 912, Page 797, Deed Records of Demon County,
Texas, also being the Southeast comer of said Hough Survey,
THENCE, South 87 degrees 13 minutes 28 seconds West, 744 08 feet along the North line of
said Andrew Corporation Tract and the South line of said Hough Survey to a ½ inch iron rod in
the Northeast right-of-way line of the M K T Railroad,
THENCE, along smd Northeast right-of-way hne as follows
1 North 47 degrees 59 minutes 44 seconds West, 87 69 feet to a ½ inch iron rod,
2 North 50 degrees 49 minutes 23 seconds West, 101 67 feet to a lA inch iron rod,
3 North 53 degrees 56 minutes 53 seconds West, 101 75 feet to a ½ inch iron rod,
4 North 57 degrees 13 minutes 33 seconds West, 67 68 feet to a ½ inch iron md at the
Southwest comer of aforesaid Putnam Tract, also being the Southeast comer of a tract of
land conveyed to Don V Cunmngham and wafe, by Deed recorded in Volume 653, Page
146, Deed Records of Denton County, Texas,
THENCE, North 00 degrees 00 minutes 04 seconds East, 641 34 feet to a ½ inch iron rod in the
South line of a tract of land conveyed to E P Jeske by the deed recorded in Volume 1386, Page
377, Deed Records of Denton County, Texas, also being the Northeast comer of smd
Cunmngham Tract,
THENCE, North 87 degrees 34 minutes 46 seconds East, 1,051 76 feet to a ½ inch iron rod in
the center line of aforesmd Mayhlll Road, also lying tn the West survey line of the G Walker
Survey, Abstract No 1330,
THENCE, South 01 degrees 36 minutes 49 seconds West, 869 50 feet along stud survey line and
the East boundary line of smd Putnam Tract to the PLACE OF BEGINNING and containing
19 969 acres of land, more or less, LESS AND EXCEPT that certain 1 0 acre tract of land
previously conveyed by Robert P Donnelly to the City of Denton, Texas by General Warranty
Deed on the day of , 19 , which deed is recorded at Volume _,
Page of the Real Estate Records of Denton County, Texas, leaving 18 969 acres, more
or less, remmmng in tlus tract
OWNER POLICY OF TITLE INSURANCE
Issued by
502345
Alamo Title Inmmnce
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE
CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, ALAMO TITLE INSURANCE, a
Texas corporabon, herein celled the Company, insures, as of Date of Policy shown ~n Schedule A,
against loss or damage, not exceeding the Amount of Insurance stated ~n Schedule A, sustained or Incurred by
the tnsured by reason of
1 T~tle to the estate or interest descnbed ~n Schedule A being vested other than as stated thereto,
2 Any defect ~n or hen or encumbrance on the t~tle,
3 Any statutory or const~tubonal mechamc's, contractor's, or materralman's hen for labor or matenal having
tts ~ncept~on on or before Date of Pohcy,
4 Lack of a nght of access to end from the land,
5 Lack of good and indefeas~ble btle
The company also w~ll pay the costs, attorneys' fees and expenses ~ncurred m defense of the btle, as
insured, but only to the extent provided ~n the Conditions and Shpulabons
ALAMO TITLE INSURANCE
Secretary ~f ~ President
FORM T 1 , of Title Insurance EffecWe January 1,1993
seq
AOrlOd lo ~lea ol Iuenbesqns pelee~o JO §ulqoelle {p)
CONDITIONS AND STIPULATIONS Continued
4 DEFENSE AND PROSECUTION OF ACTIONS DUTY OF INSURED CLAIMANT TO COOPERATE
(a) Upon written request by the ~nsured and subiect to the options coll~amed in Section 6 of these Conditions and Stipulations the Company at ~ts own cost and wrihout
unreasonable delay shatl prowde for the defense of an insured ~n Iregatlon m which any third party asserts a claim adverse to the t~tle or interest as insured but only as to
those stated c~uaes of action alleging a defect I~en o encumbrance or other matter ~nsured against dy this pallcy The Company shall have the nght to select counsel of Its
choice (subject to the nght of the insured to oblect for reasonable cause) ~o represent the ~nsured as to those stated causes of action and shall not be haole for and wilt not
pay the fees of any other counset The Company w=~l not pay any fees costs or expenses recurred by the insured in the defense of those causes of action that atlege
matters not insured against by this ~ohcy
(b)The Comben!,,shall bave the right a its own cost to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or
e o ne estate or interest as nsu ed o to p even or reduce loss o damage o he insured The Company may take any appropriate action
des abe oeetablshtbe I hebl o waves ovsono thspol~cy I theCombenysbel
undarthetermso hspo~cy wbehe O no shal[be edehoeunder andsha no the eby concede ty yp
exercise ~ts nghts under thee paragraph it shall do so dlhgently
(c) Whenever the Company shall have brought an action or ~nterdosed a defense as redu~red or pe,m~ffed by the provlsl0ns of this pohcy the Company may pursue any
litigation to rinel determine ~on by a court of corr detent juned[chon and expressly reserves the r~ght ~n ItS sole q~scretlon to apbeal from any adverse judgment or order
(d) I'~ all cases whore this policy permits or requires the Company to prosecute or prowbe for the defense of any action or proceeqlng the insured shall secure to the
Company the right to so prosecute or prowde belense in the aceon or proceeding and all appeals therein and permit the Company to use at its POtion the name of tbs
insured for th~s burpose Whenever requested by the Company the ~nsured at tile Companys expense shall give the Company afl reasonable aid (I) in any action or
proceeding s$curlng ewdence obtmnlng witnesses prosecuting or defending the acodn or proceeding or affecting settlement and (1~) m any other [awful act that m the
opinion of the Company may be necessary or bemredle to establish the title to the estate or interest as ~nsure<~ Il the Company is prejudiced by the failure of the insured to
furnish the required cooperation the Companys cbhgatlon~ to the ~nsured under the policy shall terminate ~ncludlng any hab~hty or obllgaeon to defend prosecute or
continue any llhpatlOr wrih regard to the matter or matters requmng such cooberatlon
5 PROOF OF LOSS OR OAMAGE
tn addition to and after the not{cee requ~req unbar Section 3 of Ihese Condglone and Stlpulahons have been provided the Company a proof of loss or damage s~gned and sworn
to by the insured claimant shall be furnished to 1he Company wit bin 91 days after the insured claimant shall ascertain the facts giving rise to the toss or damage The proof of
loss or damage shall describe the defect in or Ii~.n or encumbrance on the htle or other matter insured against by th~s policy that conshtutes the beSlS of Ices or damage and
shall state to the extent possible the bests of calculating the amount of the loss or damage If the Company is prejudiced by the failure of the insured claimant to provide the
redu~rad proof of loss or damage the Company s obligations to the insured under the policy shat[ terminate including any Ilablldy or obhgatlon to defend prosecute or continue
any lltlgaeon wdh ragard to ~he matter or matters requiring such proof of loss or damage
r claimant ma reasoned be iequlrad to subm o examination undo oath Dy any authonzed repreeenteeve of the Company and shall produce for
n addition the Insu ed Y Y nzed e esentatlve o the Company al ecords books ledgers
examlnakon inspect on and copying at such sesoned e t mas and places as may be paslgna(ed by any autho p
checks correspondence and memoranda whether beanng a date before or after Date of Policy which reasonably pertain to the lose or bemage Further It requested by any
authorized repree~ctatlve of the Company the insured claimant shall grant its permission m writing for any authonzed representative of the Company to examine inspect and
copy all records books ledgers checks correspondence and memoranda in the custody or control of a third party which reasonably pertain to the loss or damage All
information designated as confidential by the insured claimant provided to the Company pursuant to this Secgon shall not be disclosed to others unless ~n the reasonable
luqgment of the Company it is necessary In the edmln~etraeon of the claim Failure of the ~nsured claimant to submit for examlnehon under oath produce other reasonably
requested [nformatiob or grant permtsslon to secure reasonably necessary ~nformahotl from third part,es as ¢oduged in this paragraph shall terminate any IleqlJtty of the
Company under th~s policy as to that claim
6 OPTIONS TO PAY OR OTNERWlSE SETTLE CLAIMS TERMINATION OF LIABILITY
in case of a claim under this policy the Company shall have the following eddd~onal options
a TO Pay or Tender Payment of the Amount o! Insurance
TO pay or tender payment o he amount of msu anco under this pohcy Iogether with any costs attorneys fees and expenses incurred by the insured claimant which were
authonzed dy tbs Company up to the t~me of payment or tender of payment and which the Company ~s obhgated to pay
Upon the exercise by the Company of tht~ ophon all I~ab~llty and obligations to the insured under th~s policy other than to make the payment required shall terminate
including any I~ab~tlty or obhgahon to defend prosecute or continue any Irilgahon and the behCy shall be surrendered to the Company for cancellation
(b) TO Pay or Otherwise Settle With Parties Other than the Insured or Wffh the insured Claimant
0) to pay or ctherW~Se settle with other bertles lot or in the name of an irsureq claimant any claim insured against under this policy together with any costs attorneys
fees and expenses mcurre0 by the insured claimant which were authorized by the Company up to the ~lme of payment and which the Company ts obhgated to pay or
(111 to pay Or otherwise settle with the insured c{almant the loss or damage prowded for under th~s pohcy together w~th any costs attorneys fees and expenses ~ncurred
by the ihsured claimant which were authonz~d by the Company up to the hms of payment and which the Company Is obligated to pay
Upon the exerclbe by the Company of e~tber of the options provipad for in paragraphs (b)(0 or (;~) the Company s obhgat~ons to the insured under this pohcy for the claimed loss
or damage other than the payments required to be made shall terminate ~ncludmg any liability or obligation to defend prosecute or cootmue any Irilgatlon
7 DETERMINATION, EXTENT OF LIABILITY AND COINSURANCE
This pohcy Is a contract of indemnity against actual monetary loss or damage sustained or recurred by the ~nsured c[a~mam who has suffered loss or damage by reason of
matters insured against by this policy and only lo the extent herein desonbed
{a} The liability of the Company ueder th~s pohcy shall not 9xceeq the least of
(~) the Amount of Insurance stated ~n Schoduie A
(~l) the dlberence between the value of the insured estate or interest a insured and the value of the insured estate or ~nterest subject to the defect lien or encumbrance
msored against by this pohcy at the date the insured claitnant is regulred to furnish to Company a proof of loss or damage ~n accordance w~th Seceon 5 of these
Conditions arid Stipulations
(b) In the event the Amount of Insurance stated in Schedule A at the Date ct Policy is less than 80 percent of the value Gf the i~sured estate or interest or the full consideration
paid for the land whlcbever is ~ess or ri subsequent to the Date of Policy an improvement is erected on the land which increases the value of the insured estate or mrarest
v he Amount of Insurance s a ed in Schedule A then this Pohcy is subject to the 0 ow ng
byasleast2 percento e rn de astoan artla oss he Combeny sha l only bey the loss pro rara n heproportlonthattheamountofmsurance
{) whee~nosubeequent~mpovementhaebeen a YP
at Date of Policy bears to the total value ol the ~nsured estate or interest at Date of Pohcy or
(,) where a subsequent ~mprovement has been made as to any partial toss the Company shall only pay the loss pro rata in the proportion that 120 percent of the
Amount ct Insurance stated in Schedule A bears to ~he sum of the Amount of Insurance stated ~n Schedule A and the amount expended for the improvement
The provisions of ibis paragraph shall not apply to costs attorneys fees and expanses for which the Company ~s hable under this policy and shall coty apply to that port~on of any
loss which exceeds ,n the aggregate t0 percent of the Amount of Insurance stated m Schedule A
{c) The Compai3y will pay only thcso COSTS ,~ttorneys ee~ sod expenses recurred ~n accordance w~th Sechon 4 of these Condri~ons a~d Shpulatlons
8 APPORTIONME[~T ....... re lot used as a s nn e s~te and a loss ~s established aflec ng one or more of the parcels but not all the
If the land pascnbeq ~n Scbedu e A consists o wp or more pa ce ~ .,~ ~ u
loss shatl be computed and settled on a pro rata bas~s as ~f the amount of insurance under this pct~cy was d~vlded pro rata as to the value on Date of Policy of each separate
parcel to the whole exclusive of any ~mprovements made subsequent to Date of Pohcy unless a hab~l~ty or value has othe~se been agreed upon as to each parcel by the
Company an0 the insured at the hms pi the ~ssuance of this policy and shown by an express statement or by an endorsement attached to th~s policy
9 LIMITATION OF LIABILITY
(a) It the Company establishes the ctle or removes the alleged defect I~en or encumbrance or cures the lack of a right of access to or from the land all as insured or takes
achon in accordance with Section 3 or Se~.hon 6 in a reasonab,y dlhgent manner by any method including hegaeon and the completion of any appeals therelrom it shall
have fully performed ~ts obhgatlons with respect to that matter and shall not be liable for any loss or damage caused thereby
(b) In the event of any litigation ~ncludlng I~bgat~on Dy the (..orogeny or w~th the Company s consent the Company shall have no i~ab~l[ty for loss or damage unSl there has been
a fmai determ~naodn by a caurt of competent lunsd~ct~on and d~spos~lon of all appeals theretrom adverse to the t~tle as insured
(c) The Company shall not be I~ahle for loss or damage to any nsured for hab~llty voluntarily assumed by (he insured in settling any claim or suit without the prior written consent
of the Company
10 REDUCTIONOPINSURANCE REDUCTiON OR TERMINATION OF LIABILITY
All payments under th~s policy except payments made for costs attorneys fees and expenses shall reduce the amount pi the ~nsurance pro tanto
(Conenued on Reverse Side ol Page)
CON DITIONS AN D ~TIPULATIONS ConUnu~
11 LIABILITY NONCUMULATIVE
t ia expressly understood that the amount of insurance under this polic sha~ pe reduced b n '
Y y a y amoun he Company may pay under any polIW Insudng a mortgage to which
exception Is taken in Schedule B or to wthch the Insured has agreed assumed or taken subject or which is herealter executed by an ~osured and which ~s a charge or lien on
the estate or interest described or referred to m Schedule A and ~he amount so pstd shall be deemed a payment under this policy to the insured owner
12 PAYMENT OF LOSS
{a) NO payment shall be made without producing th~s pohcy for endorsement of the payment unless the pcticy has Peen los/or destroyed in wthch case proof of loss Or
destruction shall be furnished to the satlstoCtlon of the Company
(b) When habllity and the extent of loss or damage has been definitely fixed in accordance with these Conditions and Stipulations the loss or damage shall be payafile within 30
days thereafter
13 SUBROGATION UPON PAYMENT OR SETTLEMENT
(a) The Company s Right of Subrogation
Whenever the Company shall have settled and pa~d a claim under this policy all dght of subrogation shall vest ~n the Company unaffected by any ac/ol the insured claimant
The Company shatl de subregated to and be entlded to all rights and remedies that the insured ctalmant would have had against any person or property ~n respect to the
paltm had th~e pohcy not been ~ssued If requested by the Company the insured claimant shall transfer to the Company all rights and remedies against any person or propeR
neoesss~/in order to perfect th~s right of subrogation The ~nsured claimant shall permit the Company to sue compromise or settle in the name of the Insured claimant end to
use the name of the insured cla~mard ~n any transact[on or lifigafion ~nvolvthg these rights or remedies
II a payment on account of a claim does not futly cover the loss of the insured claimant the Company shall be subregsted to these rights end remethee in the propoffion
that the Company s payment beam to the whole amount of the loss
If loss should result lmm any act ol the insured cla~mard as stated above that act shall not void this policy but the Company in that event shall be r~:lu~rpo to pay only
that part of any losses ~nsured against by tths pohcy that shall exceed the amount if any lost to the Company by reason of the impairment by the msursd claimant of the
Company s right ol subrogation
(b) The Company a RIEhta Against Non Insured Obligors
The Companys right of subregatlon egalnct non Insured obligors shall ex~st and shall Include wrihout limitation the rights ol the insured to ~ndemnittss guarsnfies other
policies ol insurance or bonds notwhhstandmg any terms or concttlons contained th those instruments that provide for subrogation debts by reason ol this pohcy
14 ARBITRATION
Unless prohibited by apphcedle law or unless th~s arbitrst~on section ~s deleted by speC#lC provision in Schedule B ol thic policy eriher the company or the insured may demand
erbthatton pursuant to the Trile Insurance Arbitrst~on Rules of the American Arbitration Association Arbitrable matters may include but are not hm~ted to any controversy or claim
between the Company and the Insured arising out of or relpang to this pohcy any service of the Company in connection w~th ils issuance or the breach of a policy provision or other
obligation All arbitrable matters when the Amount of Insurance is $1 000 000 or less SHALL SE arbdrated at the request of either the Company or the Insured unless the ~nssred
is an ththvldual person (as distinguished ftom a corporation trust partnership assoclapon or other legal entity) All arbitrable matters when/he Amount of Insurance ~s *n excess of
$1 ttO0 000 shall pe arb~tratsd only when agreed to by both the Company and the Insured Arbhratlon pursuant to this policy and under the Rtpas in eheCl on the date the demand
for arblftallOn is made or at the option of the msu ed the Ru es n edec at Date ol Policy shall be bind ng upon the parties The award may include attorneys toss on y the laws
of the state in which the land ~s located permn a court o award attorneys fees to a prevailing patty Judgment upon the award rendered b the Arbitrator s
court bev ng junsdtsfion thereof Y ( ) may be entered in any
The law of the s~lus of the land shall apply to an arbrbafion under the T~tle Insurance Arbitration Rules
A copy of the Rules may be obtained lrom the Company upon request
15 LIABILITY LIMITED TO THIS POLICY POLICY ENTIRE CONTRACT
(a) This policy together wrih all endorsements il any attached hereto by the Company ~s the entire policy and contract between the Insured and the Company In intsrprssng any
provision of tths policy th~s policy shell be construed as a whole
(b) Any claim of loss or damage whether or not based on neghganos and which arise out of the status of the trits to the estate or interest covered hereby or by any acbon
asserting such claim shall be restricted to tths pohcy
(c) NO amendment ol or endorsement to tths policy can be made except by a wrd~ng endorsed hereon or attached hereto signed by either the President a Vice President the
Secretory and Assistant Secretary ct valldafing officer or authorized signatory of the Company
16 EEVERABILITY
In the event any provision of the pohcy is held invalid or unenfomeedic under apphcabic law the policy shall be deemed not to include that provision and all other prows~ons shall
COMPLAINT NOTICE
not roeolv~, you el~ may writs the Texas Department of insurance, P O Box 149091, Aoefln, TX 78714-9091, Fax No (512) 476 1771 This nottos of complaint prooedura is
for Informatloe only and does not become a pan or oon~gtton of this polthy
E-03 Property Cetso; ;,
1000s 278.00 Comtty Codes 12~
O~E POL?-CY OF ~T~,E IN8U~CE
SCHEDULE A
CF No. ~ 97-21~9S
Policy No. s 5025&5 Issued with Policy No.
Amount o[ Insurances $8, 000. O0
Premiuu~ $278. 00
Date o[ Policyt January 23, 1998
1. Ra~ of l~ured~
CITY OF
2. T~ estate or interest in t~ la~ ~t is covered by t~s policy i8~ ~ee Sidle
3. Title ~o ~ estate or in~ereo~ in ~ lap~ is i~ured as ~oted im
CITY OF DE~H,
~. T~ lend referred to in ~o policy is described as follo~z
~1 tht certain ~rac~ of la~, lyi~ a~ bei~ sit.ted in t~ DaSd ~h Survey,
Abstract Ho. 6~6, ~n~on Co~y, Te~e, described ~re specifically in E~bit "A"
a~tac~d ~re~o a~ i~orpora~ed ~rein by referees flor all purposes.
Alamo Title Insurance of Texas )Au~norxzec voun~e~sx~nu~-
FOEH T-I~ Owner Policy-Scbxdule A Effective January 1, 1993
~.L'''n ~ tO all that ae~te
~IA~ ~o~d tn Vole 3394,
b ~e~y ~s~, f~th 87 D~eoe 34 M~U~oo 46 Seo~ Wee~ s d~e~u~e of
~ amah Ox ~eee
We~ , eA~ of hyhAll ~ad a
D~lXy ~ ~h 87 ~eee
~ ~h O~ Ue~eee 4 ~nu~eo ~2 Se~ds hf~, SO ~eeC Wee~ of nd
pelto1 ~th b ~uae ~ b ~wt eL~ of hyhL%l r~d, m d~e~nae o~
870.2~ feet ~o ~ M~ l~e of
~ i~h 97 ~eos 34 ~u~ee
OWNER POLICY Off TITLE INSURANCE
SCHEDULE B
G.P. No.~ 97-21195
Policy No.~ 5023~5
EXCEPTIONS PROM COVERAGE
This Policy does p~t insure a$ainet loss or damase (and the Company will not pay costs,
attorneys' ~ees or expenses) that arise by reason of the terms and conditions of the
leases or easements insured, if any, sho~n in Schedule A and the following matters=
1. The following restrictive covenants of record intemized belov (the Company must
either insert specific recording data or delete this exception):
This exception is hereby deleted in its entirety.
2. Any discrepancies, con£1icts, or shortages in area or boundary lines, or any
encroachments or protrusions, or any overlappin~ of improvements.
Homestead or co~aunity property or survivorship rights, if any, of any spouse of any
insured.
4. Any titles or rights asserted by anyone, inolnding, but not limited to, persons, the
public, corporations, $overrmaents or other entities,
a. to tidelands, or lands comprising the shores or beds of navigable or perennial
rivers and streams, lakes, bays, $ul~s or oceans, or
b. to lap~s beyond the line of the harbor or bulktmad lines as established or
changed by any government, or
c. to filled-in lands, or artificial islands, or
d. to statutory tmter rights, including riparian rights, or
e. to the area extending ~rom the line of mean iow tide to the li~ o£
vegetation, or the right of access to that area or easement along and across
that area.
§. Standby ~ees, taxes and assessments by any taxing authority for the year 1998 and
subsequent years, and subseqtmnt taxes and assessments by any taxing authority for
prior years due to change in land usage or o~nership.
~. The following matters and all terms of the doc--~nts creating or o~fering evidence of
the matters (We must insert matters or delete this exception):
a. Eights of parties in possessior~
b. This policy insures real estate only and does not insure title to any
removables vhichmay be situated thereo~
c. Eights of parties in possessio~ (OnOTP only)
d. Any visible and apparent easements over and across said property, the
existence of ~hich does not appear of record.
e. Any part or portion of the herein described property, lying within the
boundaries of a public or private road or right of way.
f. Any outstanding oil, sas and other mineral interest o~ned by others of record
in the office o£ the County Clerk of Denton County, Texas, inolnding, but not
limited to the following~
Alamo Title Insurance of Texas
Porm T-I: Owner Policy-Schedule B Effective January 1, 1993
O.F. No. = 97-2119S CONTINUATION OF SCHEDULE B
Policy No. = 502~65
Lease between J.L Shilg a~d Ba~view Oil Corporation filed Au~. 16, 1960, and
recorded in Volume &$9, Page iS, ~ed ~corda~ said lease aesi&~d to
Car:er-gif~ord Oil Co.an7 et al by i~tr~nt recorded in Vol~
Deed ~eorde.
*Title ~o said ~ral leases/reeerva~io~ ~ve ~t been ~eeearc~d eubeeq~n~ to
date o~
g. T~ ~ollo~ casemate, recorded in t~ Deed ~corda o~ ~nton County, Te~a,
a~ 8ranted ~o Te~a Po~r a~ ~8ht Co~anys
~. Vol~ 190, Page 620 2. Vol~,~ 336, Page 3a7
3. Vol-~ 336, Page 583 a. Vol,~ 391, Pass 169
5. Vol-~ 658, Page
Ease~nt ~ranted to Dallas & ~c~ta ~il ~ad Co.any ~rom DaSd Ho~h
by i~tr~nt ~iled Oct. 29, 1880 a~ recorded in Vol~ P, Page a66, Deed
~corda, ~n:on Cowry, Te~e.
i. Eaae~n~ ~ranted to $i~lair ~fi~ Co.any ~rom ~. ~ Bta~t et ~ by
i~tr~,~nt ~iled ~c. 18, 19a7 a~ recorded in Vol~ 3al, Page 202, ~ed ~corde,
Denton County, Te~s. Said eaae~nt assis~d ~o Si~lair Pipleli~ Co.any by
i~:r~nt recorded in Vol,,~ 367, Page 2~2, Deed ~cords o~ ~nton County, Te~s~
and am~ed by ~ree~nt recorded in Vol,,~ 1989, Pass 360, Deed ~corda o~ Den:on
County, Te~e.
J. Eaeemn: ~an:ed to Btazos ~ver Tree.salon Electric Cooperative, Inc. ~rom
G. ~ Bra~t, b7 i~t~,~nt ~iled ~t. 2a, 19a9 a~ recorded in Vol-~ 357, Pa~e
aS, ~ed ~corda, ~nton County, Te~s.
Eaee~nt 8ranted to ~ City o~ ~n~on ~:om ~0. Beasley et
~iled ~c. 1~, 1955 a~ recorded in Vol~ ~17, Page 581, ~ed ~corde, ~nton
Co~y, Te~s.
1. Ease~nt 8ranted ~o Jo~ D. Put~m et al ~rom J.E. S~l& et ~ in Warranty
~ed ~iled A~. 09, 1~71 a~ recorded in Vol~,~ 626, Page 573, Deed ~cords,
Denton Co~7, Te~s.
Eaaemnt 8~anted ~o t~ City o~ Denton ~rom ~nton-~y~ll Joint Venture, by
i~tr~nt ~iled ~2 29, ~986 a~ recorded in Vo]-~ 189a, Page 280, ~al Property
~corde, ~nton 0o~7, Te~s.
Alamo Title Insurance of Te~ae
Porto T-lt O~ner Policy-Schedule B Effective January 1, 1993