2012-306s:Uegallour documents\ordinances1121cs residential contract of sale ord.doc
ORDINANCE NO. 2012-3�6
AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY
MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT OF SALE (HEREIN SO
CALLED), AS ATTACHED HERETO AND MADE A PART HEREOF AS EXHIBIT "A", BY
AND BETWEEN THE CITY OF DENTON (THE "CITY"), AND CS RESIDENTIAL, INC.
(THE "SELLER"), CONTEMPLATING THE SALE BY SELLER AND PURCHASE BY
CITY OF A 19126 ACRE TR.ACT OF LAND, FOR THE PURCHASE PRICE OF TWO
HUNDRED TWENTY EIGHT THOUSAND SIX HUNDRED FIFTY TWO AND NO/100
DOLLARS ($228,652.00), SAID REAL PROPERTY BEING GENERALLY LOCATED
ALONG THE SOUTH L1NE OF VIRGINIA CIRCLE, SOUTH OF UNIVERSITY AND
LOCATED IN THE R.B. LONGBOTTOM SURVEY, ABSTRACT NUMBER 775, DENTON
COUNTY, TEXAS; AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO
EXECUTE AND DELIVER ANY AND ALL OTHER DOCUMENTS NECESSARY TO
ACCOMPLISH CLOSING OF THE TRANSACTIONS CONTEMPLATED BY THE
CONTRACT OF SALE; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR;
AND PROVIDING AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager, or his designee, is hereby authorized to execute (i) the
Contract of Sale, by and between the City of Denton, as buyer and CS Residential, Inc., as seller,
in the form attached hereto and made a part hereof as Exhibit "A", with a purchase price of
$228,652.00, plus certain costs as prescribed in the Contract of Sale; and (ii) any and all other
documents necessary for closing the transaction contemplated by the Contract of Sale, as more
particularly described therein.
SECTION 2. The City Manager is hereby authorized to malce expenditures as set forth
in the Contract of Sale.
SECTION 3. That this ordinance shall become effective immediately upon its passage
and approval.
PASSED AND APPROVED this the �� da of , 2012.
(� Y
MARK . B OU S, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
�
BY:
CONTRA.CT pF SALE
STATE OF TEXA.S §
COUNTY OF DENTON §
This Contract of Sale the "Contract") is made this �t3 day of
�
�� P , 2012, effective as of the date of execution hereof by Buyer, as
de ined herein (the "Effective Date"), by and between CS Residential, Inc., a Texas
corporation (referred to herein as "Seller") and the City of Denton, Texas, a Home Rule
Municipal Corporation of Denton County, Texas (referred to herein as "Buyer").
RECITALS
WHEREAS, Seller owns that certain tract of land being more particula�rly
described on Exhibit "A", attached hereto and made a part hereof for all purposes, being
located in Denton County, Texas (the "Land"); and
WHEREAS, Seller desires to sell to Buyer, and Buyer desires to buy from Seller,
the Land, together with any and all rights or interests of Seller in and to adjacent streets,
alleys and rights of way and together with all and singular the improvements and fixtures
thereon and all other rights and appurtenances to the Land (collectively, the "Property").
ARTICLE I
SALE OF PROPERTY
For the consideration hereinafter set forth, and upon the terms, conditions and
provisions herein contained, Seller agrees to sell and convey to Buyer, and Buyer agrees
to purchase from Seller, the Property,
ARTICLE II
PURCHASE PRICE AND EARNEST MUNEY
2.01 Purchase Price. The Purchase Price to be paid to Seller for the Propei�ty is the
sum of Two Hundred Twenty Eight Thousand Six Hundred Fifty Two and No/100
Dollars ($228,652.00) (the "Furchase Price"),
2.02 Earnest Money, Buyer sha11 deposit the sum of One Thousand and No/100
Dollars ($1,400.00), as Earnest Money (herein so called) with Title Resources, 525 South
Loop 288, Suite 125, Denton, Texas, 76205-4515, {the "Title Company"), as escrow
agent, within fourteen (14) calendar days of the Effective Date hereof. All interest earned
thereon shall become part o:F the Earnest Money and shall be applied or disposed of in the
same manner as the original Earnest Money deposit, as provided in this Contract, If the
purchase contemplated hereunder is consummated in accordance with the terms and the
provisions k�ereo£, the Earnest Money, together with all interest earned thereon, shall be
applied to the Purchase Price at Closing, In all other events, the Earnest Money, and the
interest accrued thereon, shall be disposed of by the Title Company as provided in this
Contract.
2,03 Independent Contract Consideration. Within fourteen (14) calendar days after
the Effective Date, Buyer shall deliver to the Title Company, payable to and for the
benefit of Seller, a checic in the amount af One Hundred and No/100 Dollars ($100.00)
(the "Independent Contract Consideration"), which amount the parties hereby
aclarowledge and agree has been bargained for and agreed to as consideration for Seller's
execution and delivery of the Contract. The Independent Contract Consideration is in
addition to, and independent of any other consideration or paym�ent provided zn this
Contract, is non-refundable, and shall be retained by Seller notwithstanding any other
provision of this Contract.
ARTICLE III
TITLE AND SURVEY
3.01 Title Commitment.
(a) Within twenty (20) calandar days after the Effective Date, Seller shall cause to be
furnished to Buyer a current Commitment for Title Insurance (the "Title
Commitment") for the Froperiy, issued by Title Company. The Title
Commitment shall set forth the state of iitle to the Property, including a list of
liens, moi�tgages, security interests, encumbrances, pledges, assignments, claims,
charges, leases (surface, space, mineral, or otherwise), conditions, restrictions,
options, severed mineral or royalty interests, conditional sales contracts, rights of
first refusal, restrictive covenants, exceptions, easements (temporary or
permanent), rights-of-way, encroachments, or any other outstanding claims,
interests, estates or equities of any nature (each of which are xeferred to herein as
an. "Exception"),
{b) A1ong with the Title Coxnmitment, Seller shall also cause to be delivered to
Buyer, at Buyer's sola cost and expense, true and correct copies of all instrurnents
that create or evidenca Exceptaons (the "Exception Documents"), including those
described in the Title Coixxmitment as exceptions to which the conveyance will be
subj ect and/or which are required to be released or cured at ox prior to Closing.
3.02 Survey. Within thirty (30) calendar days after the Effective Date, Seller shall
cause fo be prepared at Buyer's expense, a current on the ground survey of the Property
(the "Survey"). The contents of the Survey shall be prepared by a surveyor selected by
Buyer and shall include the matters prescribed by Buyer, which may include but not be
liix�.ited to, a depiction of the location of all roads, streets, easemen.ts and rights of way,
both on and adjoining the Property, water courses, 100 year flood plain, fences and
improvements and structures of any lcind. The Survey shall describe the size of the
Property, in acres, and contain a metes and bounds description thereo£ Seller shall
furnish or cause to be furnished any afiidavits, certificates, assurances, and/or resolutions
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as required by the Title Company in order to amend the survey exception as requixed by
Section 3.05 below. The description of the Property as set forth in the Survey, at the
Buyer's election, sha11 be used to describe the Property in the deed to convey the Property
to Buyer and shall be the description set forth in the Title Policy.
3.03 Review of Title Commitrnent, Survey and Exception Documents. Buyer shall
have a period of fifteen (15) calendar days (the "Title Review Period") commencing with
the day Buyer receives the last of the Title Coznmitment, the Survey, and the Exception
Documents, in which to give written. notice to Se11er, specifying Buyer's objections to
one or more of the items ("Objections"), if any. All items set forth in the Schedule C of
the Title Commitment, and all other items set farth in the Title Commitment which are
required to be released or otherwise satisfied at or prior to Closing, shall be deemed to be
Objections without any action by Buyer.
3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. The Seller sha11,
witkun iwenty (20) calendar days after Seller is provided notice of Objections, either
satisfy the Objections at Seller's sole cost and expense or promptly notify Buyer in
writing of the Objections that Seller cannot or will not satisfy at Seller's expense.
Notwithstanding the foregoing sentence, Seller shall, in any event, be obligated to cure
those Objections or Exceptions that have been voluntarily placed on or against the
Property by Seller after the Effective Date. If Sellex fails or refuses to satisfy any
Objections that Seller is not obligated to cure within the allowed twenty (20) calendar day
period, and if Buyer does not agree in writing to an extension of that period, said
extension to not exceed an additional thirty (30} calendar days, then Buyer has the option
of either;
(a) waiving the unsatisfied Objections by, and only by, notice in writing to Seller
prior to Closing, in which event those Objections shall becozne Permitted
Exceptions (herein so called), or
(b) terminating this Contract by notice in writing prior to Closing and receiving bacic
the Earnest Money, in which latter event Seller and Buyer shall have no further
obligations, one to the other, with respect to the subject matter of this Contract.
3.05 Title Policy. At Closing, Selier, at Buyer's sole cost and expense, shall cause a
standard Texas Owner's Policy of Title Insurance ("Title Policy") to be furnished to
Buyer. The Title Policy shall be issued by the Title Company, in the amount of the
Purchase Price and insuring that Buyer has indefeasible fee simple title to the Property,
subject only to the Permitted Exceptions. The Title Policy may confiain only the
Pex�nnitted Exceptions and shall contain no other exceptions to title, with ihe standard
printed or common exceptions amended or deleted as follows:
{a) survay exception must be amended if xequired by Buyer to read "shortages in
area" only (although Schedule C of the Title Commitment may condition
amendment on the presentation of an acceptable survey and payment, to be borne
solely by Buyer, of any required additional p��eznium);
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Page 3 of 22
(b) no exception will be permitted for "visible and apparent easements" or words to
that effect (although reference may be made to any specific easement or use
shown on the Survey, if a Permitted Exception);
(c) no exception will be permitted for "rights of parties in possession";
(d) no liens will be shown on Schedule B.
Notwithstanding the enumeration of the following exceptions, amendments and/or
deletions, Buyer may object to any Exception it deems material, in its sole discretion.
ARTICLE IV
FEASIBILITY REVIEW PERIOD
4.01 Review Period. Any term or pxovision of this Contract notwitk�standing, the
obligations of Buyer specifzed in this Contract are wholly conditioned on Buyer's having
determined, in Buyer's sole and absolute discretion, during the period commencing with
the Effective Date of this Contract and ending sixty (60) calendar days thereafter (the
"Absolute Review Period"), based on such tests, examinations, siudies, investigations and
inspections of the Property the Buyer deems necessary or desirable, including but not
limited to studies ox inspections to determine the existence of any environmental hazards
or conditions, performed at Buyer's sole cost, that Buyer finds the Property suitable for
Buyex's purposes. Buyer is granted the right to conduct engineering studies of the
Property, and to conduct a physical inspection of the Property, including inspections that
invade the suxface and subsurface of the Property, If Buyer determines, in its sole
judgrnent, that the Property is not suitable, for any reason, for Buyer's intended use or
purpose, the Buyer may terminate this Contract by written notice to the Sellex, as soon as
reasonably practicable, but in any event prior to the expiration of the Absolute Review
Period, in which case the Earnest Money wi11 be returned to Buyer, and neither Buyex nor
Seller shall have any further duties ox obligations hereunder, Xn the event Buyer elects to
terminate this Contract pursuant to the texzzas of this Articie IV, Section 4.01, Buyer will
provide to Seller copies of (i) any and all non-confidential and non-privileged reports and
studias obtained by Buyer during the Absolute Review Period; and (ii) the Survey.
ARTICLE V
REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS
5.01 Representations and Warranties of Seller. To induce Buyer to enter into this
Contract and consummate the sale and purchase of the Property in accordance with the
terms and provisions herewith, Seller represents and warrants to Buyer as of the Effective
Date and as of the Closing Date, except where specific reference is made to another date,
that;
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Page 4 of 22
(a) The descriptive information concerning the Property set forth in this Contract is
complete, accurate, true and coxrect.
(b) There are no adverse or other parties in possession of the Property or any part
thereof, and no party has been granted any license, lease or other right related to
the use or possession of the Property, or any part thereof, except those described
in the Leases, as defined in Article V, Section 5.02(a).
(c) The Seller has good and marlcetable fee sinaple title to the Property, subject only
to the Permitted Exceptions.
(d) The Sellex has the full right, power, and authority to sell and convey the Property
as provzded in this Contract and to carry out Seller's obligations hereunder an.d all
requisite actions necessary to authorize Seller to enter into this Contract and to
carry out Seller's obligations hereunder have been talcen.
(e) The Seller has not received notice of, and has no other lcnowledge or information
of, any pending or threatened judicial or administrative action, or az�y action
pending or threatened by adjacent landowners or othex persons against or
affecting the Property.
(� The Sellex has disclosed to Buyer in writing of any and all facts and
circuxnstances relating to the physical condition of the Propezty that may
matexially and adversely affect the Property and operation or intended operation
thereof, or any portion thereof, of which Seller has knowledge.
(g) The Seller has paid all real estate and personal propei�ty taxes, assessments,
excises, ar�d levies that are presently due, if any, which are against or are related
to the Property, or will be due as of the Closing, and the Property will be subject
ta no such liens.
(h) Seller has not contracted or entered into any agreament with any real estate
brolcer, agent, iznder, or any other party in connection with this transaction or
taken any action which would result in any real estate brolcer commissions or
finder's fee or other fees payable to any other party with respect to the
tnansactions conten�.plated by this Contract.
(i) To the best of Seller's lcnowledge, there has not occurrad the disposal or release
of any Hazardous Substance to, on or from the Property.
As used in this Contract, "Hazardous Substance" means and includes all
hazardous and toxic substances, waste or materials, chemicals, and any pollutant
or contaminant, including without limitation, PCB's, asbestos, asbestfls-
containing material, petroleum products and raw materials, that are included
under or regulated by any Environmental Law or that would or may pose a health,
safety or environmental hazard.
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As used in this Contract, "Environmental Law" means and includes all federal,
state, and local statutes, ordinances, regulations and rules presently in force or
hereafter enacted relating to environmental quality, contamination, and clean-up
of Hazardous Substances, including without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C. 9601, et
seq,), as amended by the Superfund Amendments and Reauthorization Act of
1986, the Resource Conservation and Recovery Act (42 U,S.C. 6901, et seq.), as
amended, Toxic Substance Control Act, 15 U.S.C. 2601, et seq., and state
superlien and environmental clean-up statutes and all rules and regulations
presently or hexeafter promulgated under or related to said statutes, as amended.
(j) All Leases, as def'tned in Article V, Section 5.02(a), shall have expired or
otherwise terminated and any and all tenants or parties occupying the Property
pursuant to the Leases shall have permanently abandoned and vacated the
Property on or before the date of Closing,
(k) The Seller is not a"foreign person" as defined in Section 1445 of the Tnternal
Revenue Code of 1986, as amended.
5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer
as follows:
(a) Unless stated otherwise, within ten (10) calendar days after the Effective Date,
Seller, at Seller's sole cost and expense, shall deliver to Buyer, with respect to the
Property, true, correct, and complete copies of the following:
(i) All lease agreements and/or occupancy agreements and/or licenses of any
lcind or nature (if oral, Seller shall provide to Buyer in writing all material
terms thereo fl relating to the possession of the Property, or any part
thereof, including any and all naodifications, supplements, and
amendments thereto (the "Leases").
(ii) All environmental audits, soil tests and engineering and feasibility xeports,
including any and all modifications, supplements and amendments thereto,
with respect to the Property that Seller possesses or has the right to
receive.
(b) From the Effective Date until the date of Closing or earlier termination of this
Contract, Seller shall;
(i} Not entex into any written or oral contract,lease, easem.ent or right of way
agreement, conveyance or any other agreement of any kind with respect
to, or affecting, the Property that will not be fully perfoxmed on or before
the Closing or would be binding on Buyer or the Property after the date of
Closing.
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(ii) Advise the Buyer promptly of any litigation, arbitration, or adrninistrative
hearzng concerning or affecting the Property.
(iii) Not talce, or omit to talce, any action that would result in a violation of the
representations, warranties, covenants, and agreements of Seller.
{iv) Not sell, assign, lease or convey any right, title or interest whatsoever in or
to the Properiy, or create, grant or permit to be attached ox perfected, any
lien, encumbrance, or charge thereon.
(c) Seller shall indemnify and hold Buyer harmless, to the extent permitted by law,
from all loss, liability, and expanse, including, without limitation, reasonable
attorneys' fees, arising or incurred as a result of any liens or claims resulting from
labor ox materials furnished to the Property undex any wxitten or oxal contracts
arising or entered into prior to Closing.
5.03 Survival Beyond Closing. Notwithstanding anything to the contrary contained in
this Contract, the representations, warranties, covenants and agreements of Seller
contained in this Contract shall survive the Closing, and shall not, in any circwnstance,
be merged with the Special VVarranty Deed, as described in Article VII, Section 7.02(a),
ARTICLE VI
CONDITIONS PRECEDENT TO PERFORMANCE
6.41 Performance of Seller's Obligations. Buyer is not obligated to perform under
this Contract unless, within the designated time periods, all of the following shall have
occurred:
(a} Seller has performed, furnished, or caused to be furnished to Buyer all items
required to be so performed or furnished under other seations of this Contract; and
(b) Seller cures or Buyer waives in writing, within tl�e time periods specified in
Article III, all of Buyer's objections n:zade in accordance with Article III.
6.02 Breach of Seller's Representations, Warranties, Covenants and Agreements.
Buyer is not obligated to perform under this Contract unless all representations,
warranties, covenants and agreements of Sellex contained in this Contract are true and
correct or have been performed, as applicable, as of the Closing Date, except where
specific reference is made to another date.
6.03 Adverse Change. Buyer is not obligated to perform undex this Contract, if on the
date of Closing, any portion of the Property has been condemned by an entity other than
Buyer, ar is the subject of condemnation, eminent domain, or other material proceeding
initiated by an entity other than Buyer, or the Pz•operty, or any part thereof, has been
materially or adversely impaired in any manner.
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Page 7 of 22
6.04 Review Period. Suyer is not obligated to perform under this Contract if Buyer
delivers notice to Seller pursuant to Article IV, Section 4.01 that Buyex has determined
that the Property is unsuitable to or for Buyer's purposes.
6.05 Buyer's Right to Waive Conditions Precedent. Notwithstanding anything
contained in this Contract to the contrary, Buyer may, at Buyer's option, elect to waive
any of the conditions precedent to the performance of Buyer's obligations under this
Contract by giving to the Seller, at any tinne prior to Closing, a written waiver specifyang
the waived condition precedent.
6.06 Buyer's Termination if Conditions Precedent Not Satisfied or Waived. If any
of the condiiions precedent to the performance of Buyer's obligations under this Contract
have not been satisfied by Seller or waived by the Buyer, the Buyer may, by giving
written, notice to Seller, terminate this Contract. On Buyer's termination, the Earnest
Money shall be immediately returned to Buyer by the Title Company. The Seller shall,
on written request from Buyer, promptly issue the instructions necessary to instruct the
Title Company to return to Buyer the Earnest Mon.ey and, thereafter, except as otherwise
provided in this Contract, Buyer and Seller shall have no further obligations under this
Contract, one to the other.
ARTICLE VII
CLOSING
7.01 Date and Place of Closing. The Closing (herein so called) shall talce place in the
offices of the Title Company and shall be accomplished through an escrow to be
established with the Title Company, as escrowee. The Closing Date (herein sometimes
called), shall be ninety (90) calendar days after the Effective Date, unless otherwise
mutually agreed upon by Buyer and Seller.
7.02 Items to be Delivered at the Closing.
(a) Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer or
the Title Company, at the expense of the party designated herein, the following
items:
(i) The Title Policy, in the forrn speciiied in Article III, Section 3.05;
(ii) The Special Warranty Deed, substantially in the form as attached hereto as
Exhibit "B", subject only to the Permitted Exceptions, if any, duly
executed by Seller and ackn.owledged;
(iii) Other items reasonably requested by the Title Company as administrative
requirements for consummating the Closing.
(b) Buver• At the Closing, Buyer shall deliver to Se11er or the Title Company, the
following items:
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(i) The sum required by Article II, Section 2.O1, less the Earnest Money and
interest earned thereon, in the form of a check or cashier's checic or other
immediately available funds;
(ii) Other items reasonably requested by the Title Company as administrative
requirements for consumrziating the Closing,
7.03 Adjustrnents at Closing. Notwithstanding anything to the cont�•ary contained in
this Contract and without limiting the general application of the provisions of Section
5.03, above, the provisions of this Article VII, Section 7.03 shall survive the Closing.
The following item shall be adjusted or pxorated between Se11er and Buyer with respect to
the Property:
(a) Ad valorem taxes relating to the Property for the calendar year in which the
Closing shall occur shall be prorated between Seller and Buyer as of the Closing
Date. If the actual amount of taxes for the calendar year in which the Closing
shall occur is not known as of the Closing Date, the proration at Closing shall be
based on the amount of taxes due and payable with respect to the Property for the
preceding calendar year, As soon as the amount of taxes levied against the
Property for the calendar year in which Closing shall occur is lcnown, Seller and
Buyer shall readjust in cash the amount of taxes to ba paid by each party with the
result that Seller shall pay for those taxes attributable to the period of time prior to
the Closing Date (including, but not limited to, subsequent assessments for prior
years due to change of land usage or ownership occurring prior to the date of
Closing} and Buyer shall pay for those taxes attributable ta the period of time
commencing with the Closing Date.
7.04 Possession at Closing. Possession of the Property shall be delivered to Buyer at
Closing.
7.05 Costs of Closing. Each party is responsible for paying the legal fees of its
counsel, in negotiating, preparing, and closing the transaction contemplated by this
Contract. Seller is responsible for paying fees, costs and expenses identified herein as
being the responsibility of Seller. Buyer is responsible for paying fees, costs and
expenses identified herein as being the responsibility of Buyer. If the responsibility for
such costs or expenses associated with closing the transaction contemplated by this
Contract are not identified herein, such costs or expenses shall be allocated between the
parties in the customary manner for closings of real property similar to the Property in
Denton County, Texas.
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ARTICLE VIII
DEFAULTS AND REMEDIES
8.01 Seller's Defaalts and Buyer's Remedies.
(a) SeIler's Defaults. Seller is in default under this Contract on the occurrence of any
one or more of the following events;
(i) Any of Seller's warranties or representations contained in this Contract are
untrue on the Closing Date; or
(ii) Seller fails to meet, comply with or perform any covenant, agreement,
condition precedent or obligation on Seller's part required within the time
limits and in the znazuier required in this Contract; or
(iii) Sellex fails to deliver at Closing, the items specified in Article VII,
Section 7.02(a) of this Contract for any reason other than a default by
Buyer or termination of tlus. Contract by Buyer pursuant to the terms
hereof prior to Closing.
(b} Buyer's Remedies. If Seller is in default under this Contract, Buyer as Buyer's
sole and exclusive remedies for the default, may, at Buyer's sole option, do any of
the following:
(i) Terminate this Contract by written notice delivered to Seller in which
event the Buyer shall be entitled to a return of ihe Earnest Money, and
Seller shall, promptly on written request from Buyer, execute an.d deliver
any documents necessary to cause the Title Company to return to Buyer
the Eaxnest Money;
(ii) Enforce specific perfortnance of this Contract against Seller, requiring
Seller to convey the Property to Buyer subject to no liens, encumbrances,
exceptions, and conditions other than those shown on the Title
Commitment, whereupon Buyer shall waive title objections, if any, and
accept such title without reduction in Purchase Price on account of title
dafects and shall be entitled to assert any rights for damages based on
Seller's representations, warranties and obligations that are not waived by
Buyer by its acceptance of Seller's title; and
{iii} Seelc other recourse or relief as may be available to Buyer at or by law,
equity, contract or otherwisa.
8.02 Buyer's Default and Seller's Remedies.
(a) Buyer's Default. Buyer is in default under this Contract if Buyer fails to deliver
at Closing, the items specified in Article VII, Section 7.02(b) of this Contract for
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Page 10 of 22
any reason other than a default by Seller under this Cont��act or termination of this
Contract by Buyex pursuant to the terms hereof prior to Closing.
(b} Seller's Remedy. If Buyer is in default under this Contract, Seller, as Sellar's
sole and exclusive remedy for the default, may, at Seller's sole option, do either
one of the follovving;
(i) Terminate this Contract by written notice delivered to Buyer in which
event the Seller shall be entitled to a rettun of the Earnest Money, and
Buyer shall, promptly on written request from Seller, execute and deliver
any documents necessary to cause the Title Company to return to Seller
the Earnest Money; or
(ii) Enforce speciiic performance of this Contract against Buyer.
ARTICLE IX
MISCELLANEOUS
9.01 Notice. All notices, demands, requests, and other communications required
hereunder shall be in writing, delivered, unless expressly provided otherwise in this
Contract, by telephonic facsimile, by hand delivery or by United States Mail, and shall be
deezned to be delivered and received, upon the earlier to occur of (a) the date provided if
provided by telephonic facsimile ox hand delivery, and (b) the date of the deposit of, in a
regularly maintained receptacle for the United States Mail, registered or certified, return
receipt requested, postage prepaid, addressed as follows;
SELLER:
CS Residential, Inc.
8214 Westchester #S50
Dallas, Texas 75225
Telecopy: (214) 343-03$8
Copies to;
For Seller:
David Fields
Haynes & Boone
2323 Victory Avenue, #700
Dallas, Texas 75219
Telecopy: (214) 200-0749
BUYER:
City of Denton
Paul Williamson
Real Estate and Capital Support
901-A Texas Street
Denton, Texas 76209
Telecopy; (940) 349-8951
For Bu�
Richard Casner, Deputy City Attorney
City Attorney's Office
215 E, McKinney
Denton, Texas 76201
Telecopy: (940) 382-7923
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9.02 Governing Law and Venue, This Contract is being executed and delivered and
is intended to be performed in the State of Texas, the laws of Texas governing the
validity, construction, enforcement azad interpretation of this Contract. THIS
CONTRACT IS PERFORMABLE IN, AND THE EXCLUSIVE VENUE FOR ANY
ACTION BROUGHT WITH RESPECT HERETO, SHALL LIE IN DENTON
COUNTY, TEXAS.
9.03 Entirety and Amendments. This Contract embodies the entixe agreement
between the paa.�ties azad supersedes all prior agreements and understandings, zf any,
related to the Property, and may be amended or supplemented only in writing executed
by the party against whom enforcement is sought,
9.04 Parties Bound. This Contract is binding upon and inuxes to the benefit of Seller
and Buyer, and their respective successors and assigns. If requested by Buyer, Seller
agrees to execute, acicnowledge and record a memorandum of this Contract in the Real
Property Records of Denton County, Texas, imparting notice of this Contract to the
public.
9.05 Risk of Loss. If at�y damage or destruction to the Property sha11 occur prior to
Closing, ox ii any condemnation or any eminent domain proceedings are threatened or
initiated by an entity ox party other than Buyer that might result in the talcing of any
portion of the Property, Buyer may, at Buyer's option, do any of the following:
(a) Terminate this Contract and withdraw from this transaction without cost,
obligation or liability, in which case the Earnest Money shall be immediately
returned to Buyer; or
(b) Consummate this Contract, in which case Buyer, with respect to the Property,
shall be entitled to receive any (i) in the case of damage or destruction, all
insurance proceeds; and (ii) in fhe case of eminent domain, proceeds paid for the
Property related to the eminent dorrzain pxoceedings.
Buyer shall have a period of up to ten (10) calendar days after receipt of written
noti�'ication from Seller on the iu�al settlement of all condemnatio� proceedings or
insurance clainas related to damage or destruction to the Property, in which to
malce Buyer's election. In the event Buyer elects to close przor ta such final
settlement, then the Closing shall take place as provided in Article VII, above,
and there shall be assigned by Seller to Buyer at Closing all interests of Seller in
and to any and all insurance proceeds or condamnation awards which may be
payable to Seller on account of such event. In the event Buyer elects to close
upon this Contract after final settlement, as described above, Closing shall be held
five (5) business days after such iinal settlement,
9.06 Further Assuranees. In addrtion to the acts and deeds recited in this Contract
az�d contemplated to be performed, executed and/or delivexed by Seller and Buyer, Seller
and Buyer agree to perform, execute and/or deliver, or cause to be performed, executed
Contract of Sale
Page 12 of 22
and/or delivered at the Closing or after the Closing, any fut�ther deeds, acts, and
assuxances as are reasonably necessary to consummate the transactions contemplated
hereby. Notwithstanding anything to the contrary contained in this Contract and without
limiting the general application of the provisions of Section 5.03, above, the provisions
of this Article IX, Section 9.06 shall survive Closing,
9.07 Time is of the Essence. It is expressly agreed between Buyer and Seller thai time
is of the essence with respect to this Contraot,
9.08 Exhibits. The Exhibits which are referenced in, and attached to this Contract, are
incorporated in an.d xnade a part of, this Contract for all purposes.
9.09 Delegation of Aathority. Authority to talce any actions that are to be, or may be,
talcen by Buyer under this Contract, including without limitation, adjustment of the
Closing Date, are hereby delegated by Buyer, pursuant to action by the City Council of
Denton, Texas, to Phil Williams, General Manager/Electric Administration of Buyer, or
his designee.
9.10 Coniract Execntion. This Contract of Sale may be executed in aziy number of
counterparts, all of which talcen together shall constitute one and the same agreement, and
any of the parties hereto may execute this Agreement by signing any such counterpart.
9.11 Business Days. If the Closing Date or the day of performance required or
permitted under this Contract falls on a Saturday, Sunday or Denton County holiday, then
the Closing Date or the date of such performance, as the case may be, shail be tlae ne�t
following regular business day. �
9.12 Expiration of Offer. The execution of this Contract by Seller constitutes, subject
to the terms hereof, an irrevocable offer to sell the Property to Buyer. Unless by 5:00 p,m.
on November 7, 2012, this Contract is accepted by Buyer by action of the City Council of
Buyer the offer of this Contxact shall be automatically revoked and terminated.
SELLER: °
CS Residenti , c.
By. � z� r -
��� �,��� c� C��,�ry
Name �✓� _O
,% i` �JF r •�L Lsjc-���
Title
Executed by Seller on the � day of ��� 2012.
Contract of Sale
Page 13 of 22
BUYER:
By: ��
GE C. CAMPBELL, CITY MANAGER
Executed by Buyex on the � day of �%Z 20I2.
ATTEST;
JENNIFER WAI,TERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY;
Contract of Sale
Page 14 of 22
RECEIPT OF AGREEMENT BY TITLE COMPANY
By its execution below, Title Company acicnowledges receipt of an executed copy
oi this Contract. Title Company agrees to comply with, and be bound by, the terms and
provisions oi this Contract to perform its duties pursuant to the provisions of this
Contract and comply with Section 6045(e) of the Internal Revenue Code of 1986, as
amended fxon:z tiune to time, and as further set forth in any regulations or forms
promulgated thereunder.
TITLE COMPANY:
Title Resources
525 South Loop 288, Suite 125
Denton, Texas 76205-4515
By;
Printed Name: � � ���
Tiile; �pQ��c1P���
Contract receipt date: ��• � , 2012
Contract of Sale
Page 1 S of 22
E�zr�azT «a„
TO
CONTRACT OF SALE
LEGAL DESCR]PTZON
BEING A 19126 ACRE TRACT OF LAND SITUATED IN THE R.B. LONGBOTTOM SURVEY, ABST1tACT
N[JMBER 775, IN THE CTTY OF DENTON, DENTON COUNTY, TEXAS, AND BE1NG ALL OF THAT
CERTAIN TRACT OF LAND DESCRIBED IN DEED TO CS RESIDENT7AL, 1NC,, A TEXAS
CORPORATION, AS RECORDLD IN DOCLTIVIENT NUMBER 2010-37208 OF THE REAL PROP�RTY
RECORDS O�' DENTON COUNTY, TEXA.S. SAID 1,9126 ACRE TRACT BEING MORE PARTICULARLY
DESCRIBED BY METES AND BOUNDS AS FOLLOWS;
BEGTNNII�TG at a 1/2 inch found for southwest corner hereof, also being the southeast corner of Lot 1, Block 1,
Creekside Addition, an addition to the Ciiy of Denton, Denton Counry, Texas, as recorded in Cabinet E, Paga 195 of
the PIat Records of Denton County, Texas. Also lying in the north Iine of that certain tract of land described in deed
to Geesling Gassaway County, Inc., a Nevada Corporation, as Trustee of the Gassaway Praperty hust, �s recorded in
Document Number 2005-50247 of said Real Property Recozds; -
TF�NCE N 00°06'06" E, along the east line of said Lot 1 and ihe west line hereof a distance of 330,63 feet, to a 1/2
inch iron found with cap stamped "RPLS 3688" for the southwest corner of a tract of land described in deed to the
State of Texas, as recorded in Document Number 99-0042124 of said Real Property Records. Also being the
southeast corner of a that certain tract o:f land described in deed to the State of Texas, � as recorded in Document
N�uriber 99-0065670 oi said Real Property Records for the new Right-of-Way line of E. University Dxive (U,S.
Highway 380), a variable width Right-of Way;
�HENCE S 63°08'1�7°' E; along the north line hereof and tha south line of said B. University Drive a distance of
175.44 feet, to a 5/8 inch iron set with cap stamped "'I'NP" for an angle point in the north line hereof; �
THENCE N 82°56'07" E, continuing aiong said north Iina hereof and said south line of E. Univexszty Drive a
distance oi 57.09 feet, to a TxDot Montunent k'ound £or an angle point in said�line; '
THENCE N 37°53`07" E, continuing along said north line hereof and said south line of E. University Drive a
distance of 73.37 feet, to a 1/2 ittch iron found with cap stamped "RPLS 3688" for the most northerly northwest
comer hereof and Iying in said south Right-of-'4Vay line of E, University Drive also being the bcginning of a non-
tan.genf curve to the lef� whose central angle is 00°27'49", a radius of 3757,29 feet, and a long chord which bears S
82°45'41" E, 30,40 :feet;
THENCE along said non-tattgent curve to Ehe left, an arc length of 30.40 feet, to a 2" iron. pipe found for the
northeast comer hereof, also being the northwest corner of that certain tract of land described in deed to Marco Ent.
& ZB Eagla Partnership, as recorded in Document Number 93-50539 of said Real Properly Records;
THENCE S 00°07'04" VJ along the east line hereo� and said west line af Marco Ent, & ZB Eagle Partnership tract,
passing at a distance of 175.03 feet, a 1/2 inch iron rod found with cap stamped "KAZ" being the southwest comer
of said Marao Ent, & ZB Eagle Partnership tract. Also being the northwest corner of that certain tract of land
described �n deed to Zixnmerer Real Properties, LLP., as recorded in Document Number 2011-115033 of said Real
Property Records and continuing in. all a total distance of 318.88 feet, to a 5/8 inch iron rod found for the southeast
corner hereof, also being the southwest corner of said Zimmerex Real Properties iract and lying in the north line of
aforementioned Geesling Gassaway Gounty, Inc. tract; from wlizch':a. l/2"iricli:.ixozi. fod;faund.�witl� cap. stamped
"KAZ" bears N 30°12'12" E, a distance o£ 1.7� feet;
THENCE N 88°42'18" W aiong the south line hereof and said north line of Geesling Gassaway County, Inc. tract a
distauce of 288,33 feet, to tha POINT OF BEGINNING and containing 1.9126 acres of land moxe or less.
16 Parce127
SGE`12P70. '..
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17
EXHIBTT "B"
to
Contract of Sale
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRTKE ANY OR ALL OF THE
FOLLOWING INFURMATION FROM ANY INSTRUMENT THAT
TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR
RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER
OR YOUR DRIVER'S LICENSE NUMBER.
SPECIAL WARRANTY DEED
STATE OF TEXAS §
COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS
That CS Residential, Inc., a Texas coxpoxation (herein called "Grantor"), %r and
in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00), and other good
and valuabla consideration to Grantor in hand paid by the City of Denton, Texas, a Texas
Home Rule Municipal Corporation {herein called "Grantee"), 215 E. McKinney, Denton,
Texas 76201, the receipt and sufficiency of which are hereby acknowledged and
confessed, has GRANTED, SOLD and CONVEYED, and by these presents does
GRANT, SELL and CONVEY, unto Grantee all the real property in Denton County,
Texas being particularly described on E�ibit "A", attached hereto and made a part
hereof for a11 purposes, and being located in Denton County, Texas, together with any
and all rights or interests of Grantor in and to adjacent streets, alleys and rights of way
ar�d together with all and singular the improvements and fixtures thereon and all other
rights and appurtenances thereto (collectively, the "Property").
Grantor hereby assigns, without recourse or representation, to Grantee, any and all
claims or causes of action that Grantor may have for or related to any errors, omissions,
defeets in or injury to the Property,
Contract of Sale
Page 18 of 22
Exceptions to conveyance and warranty:
[Insert Permitted Exceptions, if any]
TO HAVE AND TO HOLD the Property, together with all and singular the rights
and appurtenances thereto in anywise belonging unto Grantee and Gxantee's successors
and assigns forever; and Grantor does hereby bind Grantor and Grantor's successoxs and
assigns to WARItANT AND FOREVER DEFEND all and singulax the Property unto
Grantee and Grantee's successors and assigns, against every person whomsoever lawfully
claiming or to claim the same or any part thereof when the claim is by, through, or under
Grantor but not othexwise.
EXECUTED the day of , 2012
CS Residential, Inc,, a Texas corporation
By:
Name
Title
ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acicnowledged before me on by
, of CS Residential, Inc., a Texas
corporation, on behalf of said corporation,
Notary Public, State of Texas
My commission expires:
Contract of Sale
Page 19 of 22
Upon Filing Retu��n To:
The City of Denton-Engineering
Attn: Paul Williamson
901-A Texas Street
Denton, TX 76209
Contract of Sale
Page 20 of 22
Property Tax Bills To:
City of Denton Finance Department
215 E, McKinney Street
Denton, Texas 76201
EXH]BIT "A"
TO
SPECIAL WARRANTY DEED
LEGA�, DESCRIPTION
BBING A 1.9126 ACRE TR.ACT OF I,AND SITUATED IN TH� R.B. I,ONGBOTTOM SURVEY, ABSTRACT
NUMBER 775, IN THE CITY OF DENTON, DBNTON COUNTY, TBXAS, AND BEING ALL OF THAT
CERTAIN TRACT OF LAND DESCRIBED IN DEED .TO CS RESIDENTIAL, INC., A TEXAS
CORPORATION, AS RECORDED IN DOCUMENT NUN�LR 2'014-37208 OF THE REAL PROPER'FY
RECORDS OF DENTON COUNTY, TEXA.S. SAID 1.9126 ACRE TRr�.CT BEING MORE PARTICULARLY
DESCRIIiED BY METES AND BOUNDS AS FOLLOWS:
BEGINNTNG at a 1/2 inch fourzd for southwest corner hereo�, also being the southeast comer of Lot 1, Block 1,
Creekside Addition, az� addition to the City of benton, Denton County, Texas, as recorded in Cabinet E, Page 195 of
the Plat Records of Denton County, Texas. Also lying in the north Iine of that certain tract of land described in deed
to Geesling Gassaway County, Inc,, a Nevada Corporation, as Trustee of the Gassaway Property trust, as recorded in
Document Number 2005-50247 of said Real Property Records;
THENCE N 00.°06'06" E, along the east line of said Lot 1 and the west line hereof a distance of 330,63 feet, to a 1/2
incfi iron found witlt cap stamped "RPLS 3688" for the southwest corner of a traci of Iand described in deed to the
State of Texas, as recorded in Document Number 99-0042124 of said Real Property Records. Also being the
southeast comer of a that certain tract of Iand described in daed to the State of Texas, as recorde� in Document
Number 99-0065670 of said Real Property Records for the new Right-of-VJay lina of E. University Drive (U.S,
Highway 380), a variable width Right-of-Way;
THENCE S 63°06'17" E, aIong the north line hereo£ and the south line of said E. University Drive a distance of
175,44 feet, to a 5/8 inch iron set with cap stamped "TNP" for an angle point in the north line hereof;
THENCE N 82°56'07" E, continuing along said north Iine' hereof and said south line of E. University Drive a
distance of 57.09 #'eet, to a'1�cDot Monument Found for an angle point in said line;
THENCE N 37°53'07" �, continuing along said nortli line hereof and said south line of E. Univez•sity Drive a
distance of 73.37 feet, to a 1/2 inch ixon found with cap stamped."RPLS 3688" fox the most northerly northwest
corner hereof and lying in said south Right-of-Way line of E. University Drive also being tbe beginning of a non-
tangeni curve to the left whose central.angle is 00°27'49", a raditas of 3757.29 feet, and a long chord wkuch bears S
82°45'4I" �, 30.40 feet;
THENCE along said non-tangent curve to the left, an arc length of 30.40 feet, to a 2" iron pipe found for the
northeast comer hereof, aIso being the northwest corner of that certain tract of land described in deed to Marco Ent.
& ZB Eagle Pa.rinership, as recorded in Document Number 93-50539 of said Real Property Records;
�'HENCE S 00°07'04" W along the east line hereof and said west line of Marco Ent. & ZB Eagle Partnership tract,
passing at a distance of 175.03 feet, a 1/2 inch iron rod found with cap stamped "KAZ" being the southwest corner
of sa[d Marco Ent. & ZB Eagle Partnership iract, Also being the northwesC corner of that certain tract of land�
described in deed to Zimmerer Real Properties, L�,P., as recorded in Document Number 2011-115033 of said Real
Property Records and continuing in'all a tota] distance of 318,88 feet, to a 5/8 inch iron,xod found fox the southeast
corner hexeof, also being the southwest corner of said Zunmerer Real Properties tract and lying in�the north Iine of
aforementioned Geesling Gassa'vray County��•Tiic:•trzct;�•:from°which-a��l/2"indli'iron rad'.Found::.with;'cap,:stamped'.,
"KAZ" bears N 30°12'12" E, a distance of 1.71 feet;
THENCE N 88°42'I8" W along the south line hereof and said north line of Geesling Gassaway County; Inc, tract a
distance of 288.33 feet, to the POINT OF BEGfNNING and containing 1,9126 acres of land more or less.
21
Parcel 27
. SGE�P2170'� "
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zz
s:\legal\our documents\contracts\12\cs residential addendum changes final,doc
ADDENDUM
TO
CONTRACT OF SAL�
In the event of a conflict or inconsistency between this Addendum and the Contract of Sale to
which it is attached (the "Contract"� between CS Residential, Inc. ("Seller") and the City of Denton, Texas
("Buyer"), this Addendum shall control.
1. The following three (3) new paragraphs are hereby added to Article I of the Contract:
Seller, subject to the limitation of such reservation made herein, shall reserve, for itself, its
successors and assigns all oil, gas and other minerals in, on and under and that may be produced from
the Property. Seller, its successors and asslgns shall not have the right to use or access the surface of
the Property, in any way, manner or form, in connection with or related to the reserved oil, gas and
other minerals and/or related to exploration and/or production of the oil, gas and other minerals
reserved herein, including without limitation, use or access of the surface of the Property for the
locatlon of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells,
pit areas, seismic activities, tanks or tank batteries, pipelines, rnads, electricity or other utility
infrastructure, and/or for subJacent or lateral support for any surface facilities or well bores, or any
other infrastructure or improvement of any kind or type in connection with or related to the reserved
oil, gas and other minerals, and/or related to the exploration or production of same.
As used herein, the term "minerals" shall include oil, gas and all associated hydrocarbons, and
shali exclude (i) ali substances (except oil, gas and all associated hydrocarbons) that any reasonable
extraction, mining or other exploration and/or production method, operation, process or procedure
would consume, deplete or destroy the surface of the Property; and {ii} ail substances (except oil and
gas) which are at or near the surface of the Property. The intent of the parties hereto is that the
meaning of the term "minerals" as utilized herein, shall be in accordance with that set forth in Reed v
Wylie, 597 S.W.2d 743 (Tex. 1980).
As used herein, the term "surface of the Property" shall include the area from the surface of the
earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the
surface of the earth, ,
2. The following three (3) new paragraphs are hereby added after the first paragraph of
the Specfal Warranty Deed attached as �xhibit "B" to the Contract.
Grantor, subject to the limitation of such reservatinn made herein, reserves, for itself, its
successors and assigns all oil, gas and other minerals in, on and under and that may be produced from
the Property. Grantor, its successors and assigns shall not have the right to use or access the surface of
the Property, in any way, manner or form, in connection with or related to the reserved oil, gas and
other minerals and/or related to exploration and/or production of the oil, gas and other minerals
reserved herein including without limitation, use or access of the surface of the Property for the location
of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit
areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility
infrastructure, and/or for subjacent or lateral support for any surface facilities or weli bores, or any
other infrastructure or improvement of any kind or type in connection with or related to the reserved
oil, gas and other minerals, and/or related to the exploration or production of same,
s:\legal\our documents\contrects\12\cs resldentlal addendum changes final,doc
As used herein, the term "minerals" shall include oil, gas and all associated hydrocarbons, and
shall exclude (i) all substances (except oil, gas and ail associated hydrocarbons) that any reasonable
extraction, mining or other exploration and/or production method, operation, process or procedure
wouid consume, deplete or destroy the surface oF the Property; and (ii) all substances (except oil and
gas) which are at or near the surface of the Property. The intent of the parties hereto is that the
meaning of the term "minerals" as utilized herein, shall be in accordance with that set forth in Reed v,
Wylie, 597 S.W.2d 743 (7ex. 1980)
As used herein, the term "surface of the Property" shall include the area from the surface of the
earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the
surface ofthe earth.
3. Buyer hereby acknowledges receipt of the Title Commitment (Commitment for Title
Insurance GF No, 122065, dated effective September 23, 2012 at 8:00 a.m., issued October 9, 2012 by
Title Resources Guaranty Company), and the Survey (prepared by Teague Nall and Perkins, revised June
13, 2012) described in Article III, Sections 3.01 and 3.02 of the Contract, and Buyer, subject to the
limitations described below, hereby approves both the Title Commitment and the Survey, Such
approvai is conditioned upon {i) completion of Item 1.(a) of Schedule A in the amount of the Purchase
Price; (li) the amendment of Item 2 of Schedule B to "shortages in area" only; (iii) the deletion of Item
10,(b) of Schedule B; and (iv) no additional exceptions, other than those currently shown in the Title
Commltment (the "Conditions"j. In the event the Conditions are not achieved, Buyer shall have the
right to terminate the Contract pursuant to Section 3.04, Seller shall cure all Schedule C items in the
Title Commitment on or before the Closing,
4. Notwithstanding anything to the contrary contained in the Contract, the Absolute
Review Period described in Article IV, Section 4.01 of the Contract shall end on November 7, 2012, and
Buyer shall have no further right to terminate the Contract after November 7, 2012, unless (i) Seller is in
default under the Contract pursuant to Article VIII, Section 8.01(a); or (ii) the Titie Commitment is not
amended or modified at or prior to Closing, as prescribed in Section 3 of this Addendum.
The parties agree that the Closing Date shail be November 15, 2012
6. Article VIII, Sectian 8.01(b}(iii) is hereby deleted from the Contract.
�C� —
Seller's Initiais Buyer's Initial