2013-126s:llegallour documentslordinances1131denmiss ordinance.doc
ORDINANCE NO. 2013-126
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 DENMISS, L.L.C., A MISSISSIPPI LIMITED LIABILITY COMPANY
(THE "OWNER"), AND THE CITY OF DENTON (THE "CITY"), REG�IRDING THE SALE
BY OWNER AND PURCHASE BY THE CITY OF FEE SIMPLE TO A CALLED 4.620
ACRE TR.ACT OF LAND, BE1NG SITUATED 1N THE GIDEON WALKER SURVEY,
ABSTRACT NO. 1330, AND BEING ALL OF LOT 1-R, BLOCK A, PHASE ONE OF
RONJON GROUP BUSINESS PARK, AN ADDITION TO THE CITY OF DENTON,
DENTON COUNTY, TEXAS, ACCORDING TO THE PLAT THEREOF RECORDED IN
CABINET Q, PAGE 350, PLAT RECORDS, DENTON COUNTY, TEXAS, LOCATED
GENERALLY ALONG THE 1000 BLOCK OF S. MAYHILL ROAD, NORTH OF GAYLA
DRNE, FOR THE PUBLIC USE OF EXPANDING AND IMPROVING THE CITY OF
DENTON LANDFILL, A PERMITTED MUNICIPAL SOLID WASTE DISPOSAL
FACILITY, FOR THE PURCHASE PRICE OF ONE MILLION TWO HUNDRED FIFTY
THOUSAND AND NO/100 DOLLARS ($1,250,000.00), AND CERTAIN COSTS, AS
PRESCRIBED 1N THE CONTRACT OF SALE; AUTHORIZING THE EXPENDITURE OF
FUNDS THEREFOR; AUTHORIZING RELOCATION EXPENDITURES, IF APPLICABLE;
AND PROVIDING AN EFFECTNE DATE.
WHEREAS, after due consideration of the public interest and necessity and the public
use and benefit to accrue to the City of Denton, Texas; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager, or his designee, is hereby authorized (a) to execute for
and on behalf of the City (i) the Contract of Sale, by and between the City and Owner, in the
form attached hereto and made a part hereof as Exhibit "A", with a purchase price of
$1,250,000.00, plus certain costs, as prescribed in the Contract of Sale; and (ii) any other
documents necessary for closing the transaction contemplated by the Contract of Sa1e; and (b) to
make expenditures (i) in accordance with the terms of the Contract of Sale; and (ii) for relocation
advisory services, and relocation financial assistance, if applicable, pursuant to Ordinance No.
2012-073.
SECTION 2. If any section, article, paragraph, sentence, phrase, clause or word in this
ordinance, or application thereof to any persons or circumstances, is held invalid or
unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of
the remaining portions of this ordinance; the City Council declares that it would have ordained
such remaining portion despite such invalidity, and such remaining portion shall remain in full
force and effect.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the %�� day of %%,yi, , 2013.
MARK A. BU12R�UGHS;
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By; ��
STATE OF TEXAS
COUNTY OF DENTON
EXI3IBIT "A"
TO
ORDINANCE
CONTRACT OF SALE
NOTICE
YOU, AS OWNER OF THE PROPERTX (AS DEFINED BELOW), HAVE
THE RIGHT TO: (1) DISCUSS ANY OrF�R OR AGREEM�NT
�GARDING THE CITY OF DENTON'S ACQUISITION OF THE
PROPERTY WITH OTHERS; OR (2) KEEP THE OFFER OR
AGREEMENT CONFID�NTIAL, UNLESS TFIE OFFER OR
AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE,
This Contract of Sale (the "Contract") is made this � day of
, 2013, (the "Effective Date"), by and between Denmiss, L,L.C., a
Missis ip limited liability company ("Seller") and the City of Denton, Texas, a Home
Rule Miuucipal Corporation of Denton County, Texas ("Buyer").
RECITALS
WHEREAS, Seller owns that certain tract of land being rn.ore particularly
described on Exhibit "A", attached hezeto and made a pai�t haraof for all purposes, being
located in Denton County, Texas (the "Land");
WHEREAS, Seller has received a letter from Buyer dated April 5, 2013 (the
"Notice Letter"), wherein Buyer has notiiied Seller that Buyer has decided to acquit•e the
Property (hereafter defined) as such acquisition is necessary in connection with the
expansion of operations and services of the Denton Municipal Landfill;
WH�REAS, Buyer will acquire the Property by and through eminent dotnaz� if
the parties are unable to reach agreement as to a voluntary acquisition and conveyance;
and
WHEREAS, Sellex 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,
all0ys and rights of way and together with all and singular the improvements and fixtures
thereon ar�d all other rights and appurtenances to the Land (collectively, the "Property")
pursuant to and accordance with the terms and provisions of this Contract.
ARTICLE I
SALE OF PROPERTY
Fox the consideration hereinafter set �orth, and upon the terms, conditions and
provisions herein contained, and subject to the reservations herein, Seller agrees to sell
and convey to Buyer, and Buyer agrees to purchase from Seller, the Property.
Seller, subject to the liinitation of such resetvation made herein, sha11 reserve, for
itself, its successors and assigns, all oil, gas and other minerals in, on and under and that
may be pxoduced fronn the Pz•operty, Seller, its successors and assigns, shall not have the
right to use or access the surface of the Property, in any way, mannez or form, in
connection witk� or telated to the reserved oil, gas, and othex• minerals and/or related to
explo�ation and/or production of the oil, gas and other minerals reserved herein, including
without Iimitation, use or access of the surface of the Property for the location of any well
or drill sites, well bores, whether vertical or any devzation from vertical, water wells, pit
axeas, tanlcs or tanlc batteries, pipelines, roads, elect�icity or other utility infi�astructure,
and/o�• for subj acent or lateral support for any surface facilities or well bores, or any otlier
infrastructure or improvement of any ldnd or type in connection with or related to the
reserved oil, gas and other minerals, and/or related to the explozafiion or production of
same.
As used het'ein, the term "other minerals" shall include oil, gas and all associated
hydrocarbons, and shall exclude (i} all substances that any xeasonable e�traction, mining
or othex exploration and/or production method, operation, process or procedure would
consume, deplete or destroy the surface of the Property; and (ii) all substances which are
at or near the surface of the Property, The intent of the parties hereto is that the meaning
of the term "other minerals" as utilized herein, shall be in accordance with that set foi�th
inReed v. Wylie, 597 S,W.2d 743 (Tex. 1980).
As used hexein, the term "surface of the Property" shall include the area from the
surface of the eat�th to a depth of five hundred feet (500') below the surface oi the earth
and a11 areas above the surface of the earth.
ARTTCLE II
PURCHASE PRICE AND EARNEST MONEY
2.01 Purchase Price, The Purchase Price to be paid io Sellex �ox tl�e Property is the
sum of One Million Two Hundred Fifty Thottsand and No/100 Dollars ($1,250,OOO.00�
{the "Purchase Price").
2.02 Earnest Money. Buyer shall deposit the sum of Twenty-Five Thousand a�id
No/100 Dollars ($25,000,00), as Earnest Money (herein so called) with Reunion Title, 207
S. De�ton Tap Road, #3Q0, Coppell, Texas 75019 (the "Title Company"}, as escrow
agent, within seven (7) business days of the Effective Date hereo£ All interest earned
thereon shall become part of the Earnest Money and shall be applied or disposed of in the
same maruier as the original Earnest Money deposit, as provided in this Contract. If thc
purchase contemplated hereunder is consummated in accordance with the terms and the
provisions hereof, the Earnest Money, together with all interest earned thereon, shall be
applied to the Purchase Pz•ice at Closing, In a11 other events, the Earnest Mo��.ey, and the
interest accrued thereon, shall be disposed of by the Title Company as pxovided in this
Contz•act.
Contract of Sale
Page 2 of 25
2.03 Independent Contract Consideration. Within seven (7) business days after the
Effective Date, Buyer shall deliver to Seller a checic in the amount of One Hundred and
No/100 Dollars ($100.00) (the "I�dependent Contract Consideiation"}, which amount the
parties hereby acicnowledge and agree has been bargained for and agreed to as
consideration for Seller's execution and delivery of the Contract. Tl�e Independent
Cont�act Consideration is in addition to, and independent of any other consideration or
payment pxovided in this Contract, is non-refiin.dable, and shall be tetained by Seller
notwithstanding any othez provision of this Contract.
ARTICLE III
TrTLE AND SURVEY
3.01 Title Commitment.
(a) Witk�in ten (10) calendar days after the Effective Date, Seller shall cause to be
fiirnished to Buyer a cur��ent Commitn:�ent for Title Insurance (the "Title
Commitment") for the Property, issued by Title Coznpany. The Title
Commitznent shall set forth the state of title to the Propei�ty, including a list of
liens, mortgages, security interests, encumbrances, pledges, assignments, claims,
charges, leases (surface, space, mineral, or otherwise), conditions, restrictio�s,
options, severed minexal or royalty interests, conditional sales contracts, rights of
first refusal, restrictive covenants, exceptions, easements (tempoz�axy or
perma�xent), rights-of-way, encroaclunents, ox any other outstanding clairtxs,
interests, estates or equities oF any nature (each of which az•e referred to herein as
an "Exception"),
(b} Along with the Title Commitment, Seller sha11 also cause to be delivered to
Buyer, at Buyer's sole cost and expense, t�ue and correct copies of all instivments
that create or evidence Exceptions (the `Bxception Docunnents"), including those
described in the Title Commitment as exceptions to which the conveyance will be
subject and/or which are requi�ed to be released or cured at or prior to Closing.
3.02 Survey. Buyer acicnowledges receipt of a current ALT.A/ACSM Land Title
Suxvey of the Property prepared by Ai�thur Surveying Co., Inc. dated October 24, 2011
(the "Survey"). Buyex may obtain an updated survey ("Updated Survey") at its expense.
In the event Buyer shall elect to obtain an Updated Survey, such sha11 be pxepared within
twenty (20) days after the Effective Date,
3.03 Review of Title Commitment, Survey and Exceptaon Documents, Buyer shall
have a period of ten (10) calendar days (the "Title Review Period") commencing with the
day Buyer receives ihe last o� the Title Comnaitment, the Updated Survey, and the
Exception Documents, in which to give written notice to Seller, specifying Buyer's
objectiolis to one oa� more of tl�e items (the "Objections"), if any. All items set forth in
the Schedule C of tkze Title Commitment, and al� other items set forth in the Title
Commitment which are required to be released or otherwise satisfied at or prior to
Contract of Sale
Page 3 of 25
Closing, shall be deemed ta be Objections without any action by Buyer,
3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. Seller may, within
five (5) calendar days after Seller is provided notice of the Objections (the "Title Cure
Period"), either satisfy the Objections at Seller's sole cost and expense, promptly notify
Buyer in writing of the Objections that Seller cannot ox will not satisfy at Seller's
expense, or talte no action whatsoever, Notwzthstanding the foregoing sentence, Seller
shall, in any evezzt, 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 Seller
fails or refuses to satisfy any Objections withui tlie Title Cure Period, then Buyer has the
option o:f either:
(a) waiving the unsatisfied Objections by, and only by, notice in writing to Seller
wi.thin ten (1Q) days of the expiration of the Title Cure Period, in which event
those Obj ections shall become Permitted Exceptions (herein so called); or
(b) terminating this Contract by notice in writing within ten (10) days of the
expiration of the Title Cure Period and receiving back the Earnest Money, in.
which latter event Seller and Buyex shall have no further obligations, one to the
other, with respect to the subject mattez� of tlus Contract, except with respect to
tliose provisions th,at expressly survive termination.
If Buyer fails to tiznely elect (a) or (b) above, Buyer shall be deemed to have elected
option (a), Notwithstanding anything herein to the contrary, Buyex shall not be obligated
to consutnmate this transaction unless the Title Cornpany shall have received sufiicient
evidence such that, and has committed to Buyer that, no Leases (hereafter defined), or
parties in possession of any Icind, shall serve as exception(s) on the Title Policy (hereafter
defined).
3.04.A [Tntentionally Omitted].
3.05 Title Policy. As soon as reasonably practicable followin�.g the Closing, Se11er, at
Buyer's sole cost and expense, shall exercise commercially reasonable ef%rts to cause
the Title Company to furnish a standard Texas Owner's Policy of Title Insurance ("Title
Policy") to Buye�•, The Title Policy shall be issued by the Title Connpany, in the amount
of the Purchase Price and insuring that Buyex has indefeasible fee simple title to the
Property, subject only to the Permitted Exceptions. The Title Policy may contain only
the Permitted Exceptions, the standard prinfied exceptions that cannot be amended or
deleted, and shall contain no other exceptions to title, The standard printed exceptions
sha11 be amended or deleted as follows:
(n) survey exception must be amended if required by Buyer to read "shortages in
area" only (although Schedule C of the Title Commitment may condition
aznendment on the presentation of an acceptable survey and payment, to be borne
solely by Buyer, of any required additional premium);
Contract of Sale
Page 4 of 25
(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 Pez•mitted Exception);
(c) no exception will be permitted %r "rights of paz�ties in possession", unless agreed
othexwise by Buyer;
(d) no liens will be shown on Schedule B.
Notwithstanding the enumeration oi the following exceptions, amendments andlor
deletions, Buyer may object to any Exception it deems material, in its sole discretion,
including without limitation, the existence of the Elite Lease, as defin.ed below, pursuant
to and in accordance with Section 3.03 hereof
ARTICLE IV
FEASIBILITY REVIEW PERIOD
4.O1. Review Period. Any term or provision of tkus Contract notwithstanding, the
obligations of Buyer specified in this Contract are wholly conditioned on Buyer's having
determined, in Buyer's sole and absolute discretion, during the period comnnencing with
the day after the Effective Date of this Contract and ending forty iive (45) calenda� days
thereafter (the "Absolute Review Period"), based on such tests, examinations, studies,
investigations and inspections of the Propei�ty Buyer deems necessary or desirable,
including, but not limited to, studies or inspections to determine the existence of any
environmental hazards or conditions, perfortned at Buyer's sole cost, that Buyer finds the
Property suitable for Buyer's purposes. Buyer is granted the right to conduct engineering
studies of the Property, and to conduct a physical lnspection of the Properly, including
inspections that invade the surface and subsurface of the Propei�ty. If Buyer determines,
in its sole judgment, that the P��operty is not suitable, for any reason, for Buyer's intended
use or puipose, Buyer may terminate this Con�ract by written notice to the Sellez, as soon
as reasonably practicable, but in any event prior to the expiration of the Absolute Review
Period, in which case the Earnest Money will be returned to Buyer, and neither Buyer nor
Seller sha11 have any fiuther duties or obligations hereunder, except with respect to thase
matters that expressly survive termination, In the event Buyer elects to terminate this
Contract pursuant to the terms of this Article IV, Sect�on 4,01, Buyer v✓ill pravide to
Sellex copies of (i) any and all reports and studies obtained by Buyer dLUing the Absolute
Review Period; and (ii) the Survey.
4.02 Physical Inspection. Buyer hereby agrees to give prior written notice to Seller
not later than one (1) business day prior to the intended date of entzy, pxior to any entry
upon the Property by Buyer or Buye�'s agents, contractors, or representatives. Such
inspections, studies and tests may iziclude, but are not limited to, engineering studies, soil
tests, environmental studies and tests, and are to be conducted in a manner as not to
physically damage the Property or unreasonably intex£ere with the usual operation of the
Prope��ty by Sellez• or any tenant. Any damages to the Property resulting from any
inspections, studies and/or soil tesis conducted by or at the direction of Buyer will be
Contract of Sale
Page 5 of25
xepaired by Buyer, at its sole cost and expense, so that the Property is restored to as near
its original condition as reasonably practicable. Buyer, to the extent pertx�itted by law,
shall at all times indemnify, defend, and hold harmless Seller from and against any and
all claims, liabilities, losses, costs, damages and expen.ses, iiicluding, without limitation,
reasonable attorneys' fees and other legal expenses wheiher incLU�red at or before the trial
level or in any appellate, banlcruptcy or administxative proceeding, which Seller suffers,
sustains or incurs caused by Buyer's exercise of the right to malce and conduct such
inspections and studies, includin.g any damage to the Property or to any person or other
land, or the filing of any construction or other lien ox liens against the Property. The
provisions of this Section 4.02 shall survive termination of this Contract.
ARTICLE V
RCPRESENTATIONS, 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 pxovisions herewith, unless specifically provided otherwise herein, Seller
represents and war�ants to Buyer as of the Effective Date and as of the Closing Date,
except where specific reference is made to another date, that:
(a) The descriptive information concerning the Property and the owner thereof being
Se11er, as set forth in this Contract, is a coznplete, acctuate, true and coi�rect
description thereof as used in Seller's ordinary course of business,
(b) There axe no adverse or other parties in possession of the Property or any part
thexeof, and no party has been granted any license, lease or other right related to
the use or possession of the Property, ox any part thereof, except those described
in the Leases, as defined in Article V, Section 5.02(a).
(c) Seller represents and warrants that it has indefeasible fee simple title to the
Property, subj ect only to the Permitted Exceptions.
(d} Seller has the full xight, power, and authority to sell and convey the Property as
provided in this Cont�act and to cai7y out Seller's obligations hexeunder, the pai�ty
executing this Contract for and on behalf of Seller has been duly authoxized to act
in such behalf to bind Seller to tha terms hereof, and this Coil�ract is valid and
enforceable against Seller as provided herein.
(e) Seller has not received notice of, and has no other lcnowledge or information of,
any pending or threatened judicial or administrative action against or affecting the
Froperty except with respect to the Natice Letter,
(fj Seller has not contracted or entered into any agreement with any real estate
brolcer, agent, iinder, or any other party in connection with this transaction or
talcezz any action which would result in any real estate brolcer commissiai�s or
Contract of Sale
Page 6 of 25
finder's fee or other fees payable to any other parCy with respect to the
transactions contemplated by this Contract.
(g) Sallex is not a"foreign person" as defined in Section 1445 of the Internal Revenue
Code of 1986, as amended.
(h) There are no Leases that encum.bex the Property othez than that now exist in favor
of Elite Creative Solutions, L.L,C. (the "Elite Lease"), which will terminate at or
prior to Closing.
5,02 Covenants and Agreements of SelIer. Seller covenants and agrees with Buyer
as follows;
(a} Unless stated otherwise, within ten (10) calendaa� 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 oithe following;
(i) All lease, sub-lease and/or occupancy agreements and/or licenses of any
lcind or nature (if oxal, Seller shall provide to Buyer in writing all material
terms thereofl relating to the possession of the Property, or any part
thereof, including any and all modifications, supplements, and
amendments thereto (the "Leases").
(ii) All environmental audits, soil tests and engineering and feasibility reports,
including any and all modiiications, supplerx�ents and amendments thereto,
with respect ta the Property that Seller possesses.
(b) From fihe Effective Date until the date oi Closing or earliex texmination of this
Contract, Seller shall:
{i) Operate and maintain the Property diligently and in the ordinary course of
Seller's business,
{ii) Maintain all fire, hazard, liability and any other insuz•ance policies related
to the Property in full force and effect. �
(iu) Not enter into any written or oral contract, lease, sublease, ease;m.ent or
right of way agreement, conveyance or any other agreement of any lcind
with respect to, or affecting, the Propei�ty that will not be fitlly performed
on or before the Closing or would be binding on Buyer oz the Propexty
after the date of Closing. '
(iv) Advise the Buyer promptly of any litigation, arbitration, or administrative
hearing concerning or affecting ihe Property.
(v) Not talce, or omit to talce, any aetion that would result in a violation af the
Contract of Sale
Paga 7 of 25
repxesentations, warranties, covenants, and agreements of Seller.
(vi) Not sell, assign, lease, sublease ar convey any �ight, title or interest
whatsoever in or to the Propei�ty, or create, grant or permit to be attached
or perfected, any lien, encumbrance, or charge tllereon, or amend or
modify any of the Leases. �
{c) Se11er, to the extent arising or incurred due to action or omission by Seller, shall
indemnify and hold Buyer harmless, to the extent permitted by law, from all loss,
liability, and expense, including, without limitation, reasonable attorneys' fees,
arising or incurred as a result of any liens or claims resulting from labor or
materials furnished to the Property uz�der any written or oral contracts arising or
entered inio prior to Closing.
5.03 Survival Beyond Closing. Notwithstanding anything to the contrary contained in
this Contract, the representations, wa�rranties, covenants and agreements af Seller
contain.ed in this Contract shall survive the Closing, and shall not, in any circumstance,
be merged with the Special Warranty Deed, as described in Article VII, Section 7.02(a),
provided, however, that all such representations, warranties, covenants and agreements
shall terminate 180 days after the Closing Date,
5.04 AS-IS, WHERE-IS. EXCEPT AS SET FORTH IN SECTION 5,�1, IT IS
UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND
SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF
ANY I�IND OR CHARACTER, EXPRESS OR IMPLIED, WITII RESPECT TO THE
PROPERTY, 1NCLUDING, BUT NOT LIMITED T0, WARRANTIES OR
REPRESENTATIONS AS TO MATTERS OF TITLE (OTHER THAN SELLER' S
WARR.ANTY OF TITLE SET FORTH 1N THE SPECIAL WARRANTY DEED TO BE
DELIVERED AT CLOSING), PHYSICA�. OR ENVIRONMENTAL CONDITIONS,
ZONING, THE VALUE, CONDITTON, MERCHANTABILITY, PROFITABILITY,
SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE
PROPERTY, BUYER REPRESENTS THA.T IT IS A KNOWLEDGEABLE
PURCHASER OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS
OWN EXPERTISE AND THAT 0� BUYER'S CONSULTANTS IN PURCHASTNG
THE PROPERTY, BUYER WILL CONDUCT SUCH INSPECTIONS AND
1NVESTIGATIONS OF THE PROPERTY AS BUYER DEEMS NECESSARY,
1NCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL
CONDITIONS THEREOF, AND ZONING COMPLIANCE, AND SHALL RELY
UPON SAME, UPON CLOSING, BUYER SHALL ASSUME THE RISK THAT
ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADV�RSE
PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN
REVEALED BY BUYER'S INSPECTIONS AND 1NVESTIGATIONS. BUYER
ACI�NOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL
AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY "AS
IS, WHERE IS," WITH ALL FAULTS, BUYER �'URTHER ACKNOWLEDGES AND
AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARR�NTIES
Contract of Sale
Page 8 of 25
SET FORTH IN SECTION 5.01 HEREOF AND WARRANTIES OF TITLE SET
FORTH IN THE S�ECIAL WARRANTY DEED, THERE ARE NO WARRANTIES
OR REPRESENTATIONS, PERTAINING TO OR AFFECTING THE PROPERTY BY
SELLER, ANY AGENT OF SELLER OR ANY THIRD PARTY. THE TERMS AND
CONDITIONS OF THIS PARAGRAPH SHALL EXPRESSLY SURVIVE THE
CLOSING, NOT MERGE WITH THE PROVISIONS OF ANY CLOSING
DOCUMENTS AND SHALL BE 1NCORPORATED INTO THE SPECIAL
WARRANTY DEED. SELLER TS NOT LIABLE OR BOUND IN .ANY MANNER BY
ANY ORA.L OR WRiTTEN STATEMENTS, REPRESENTATIONS, OR
INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL
ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON,
UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO
HEREIlV.
ARTICLE VI
CONDITIONS �RECEDENT TO PERFORMANCE
6.01 Performance of SelIer's Obligations. Buyer is not obligated to perform. under
this Contract unless, wiihin the designated tirne periods, all of the %llowing shall have
occurred:
(a) Seller has performed, fuxnished, or caused to be furnished to Buyer all �naterial
items requixed to be so performed or furnished under other sections of this
Contract; and
(b) Seller clues oY� Buyer waives in writing, within the time periods speciiied in
Article TII, all of Buyer's objections made in accordance with Article III.
(c) The Title Company shall have received suf�cient evidence such that, an.d has
comzx�itted to Buyer that, no Leases, or parties in possessioz� of any lcind, shall
serve as exception(s) on the Title Policy.
6.02 Breach of Seller's Re�resentations, Warranties, Covenants and Agreements.
Buyer is not obligated to perform under this Contract unless all representations,
warranties, covenants and agreements of Seller contained in this Contract are true and
correct in all material respects or have been pexformed, as applicable, as of the Closing
Date, except where specific re£erence is made to another date.
6.03 Adverse Chauge, Buyer is not obligated to perform under this Contract, if on the
date of Closing, any portion of the Property has been condemned by an entity other than
Buyer, or is the subject of condemnation, eminent domain, or other material proceeding
initiated by an entity other than Buyex, or the Property, or any part thereof, has been
materially and adversely impaired in any mannex.
Contract of Sala
Page 9 of 25
6.�4 Review Period. Buyer is not obligated to perfoim under this Contract if Buyer
delivexs notice to Seller pwrsuant to Article IV, Section 4.01 that Buyer 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 condition.s precedent to the performance of Buyer's obligations under this
Contract by giving to Seller, at any tizne prior to Closing, a written waiver specifying the
waived condition precedent.
6.06 Buyer's Termination �if Conditions Precedent Not Satisfied or Waived. If any
of the conditions pxecedent to the perfoi�rnance of Buyer's obligations under this Contxact
have not been satisfied by Seller oz waived by Buyer, Buyer may, by giving written
notice to Seller, terininate this Contract. On Buyer's termination, the Earnest Money
shall be immediately returned to Buyer by the Title Company, Seller shall, on written
request from Buyer, promptly issue the instructions necessary to instruct the Tiile
Company to return to Buyer the Earnest Money and, thereafter, except as otherwise
provided in this Contract, Buyer and Seller shall have no fui�ther obligations under tl�is
Contract, one to the oiher.
ARTICLE VII
CLOSING
7.01 Date and Place of Closing. The Closing {herein so called) shall talce place in the
offices oi the Title Coinpany and shall be accomplished tluough an escrow io be
established with the Tiile Company, as esczowee. The Closing Date (herein sometimes
called), shall be sixty (60) calandar 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 the Title
Company for the benefit of Buyer, at the expense of the party designated herein,
the following items:
(i) A Special Warxan.ty Deed, substantially in the foxrr� as attached hereto as
Exhibit "B", subject only to the Permitted Exceptions, if any, duly
executed by Seller and acicnowledged; and
{ii) Other items reasonably requested by the Title Company as administrative
requirements for consummating the Closing.
(b) Buyer• Ai ihe Closing, Buyer shall deliver io the Title Company for the benefit
of Seller, except as otherwise provided herein, the following items:
(i) The stun required by Article II, Section 2.O1, less the Earnest Money and
Conn•act of Sale
Page 10 of 25
interest eaxned thereon, in the form of a cashier's checic or other
immediately available funds, £or the benefit of Seller; and
(ii) Othe�� items reasonably requested by the Title Company as administrative
requuements for consummating the Closing,
7.03 Adjustments at Closing. Notwithstanding anything to the contrary contained in
this Coniract and without limiting the general applicaiion of the provisions of Section
5.03, above, the provisions of this Article VII, Section 7.03 shall survive the Closing.
The following item sha11 be adjusted or prorated between Seller and Buyer with respect to
the Prope��ty:
(a) Ad valorem taxes relating to the Property for the calendar year in which ihe
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
sha11 occur is not knovm as of the Closing Date, the proration at Closing shall be
based on the amount of taxes due and payable with respect to the Froperty 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 amottnt of t�es to be paid by each party with the
resuit that Seller shall pay for those taxes attributable to its ownership interest in
the Property for the period of time prior to the Closing (including, but not lin:�ited
to, subsequent assessments for prior years due to change of land usage or
ownership occurring prior ta the date of Closing), and Buyer shall pay for those
taxes attributable to the period of time conlmencing with the Closing Date,
7.04 Possession at Closing. Possession of the Property, subject to the Relocation
Ordinance, as def"ined below, shall be delivered to Buyer at Closing.
7.05 Costs oi Closing. Each pas�ty is responsible for paying the legal fees of its
counsel, in negotiating, preparing, and closing the transaction conternplated by tl�is
Contract. Seller is responsible for paying fees, costs and expenses identified herein as
bei�g the responsibility oi Se11er. Buyer is responsible for paying fees, costs azid
expenses identified �erein as being the responsibility of Buyer. Tkze escrow charges of
the Title Company shall be paid equally by Seller arxd Buyer. Buyer shall be responsible
for paying the basic premium fox the Title Policy, tax certi�'icate, and the premium for any
lender's policy of title insurance, if any, and any endorsements to either the '�'itle Policy
or the lender's policy of title insurance. Buyer shall pay all recording fees associated
with recording the conveyancing instrument and any loan documents, if any, All other
expenses incurred by Seller and Buyer with respect to the Closing shall be borne and paid
exclusively by the party incurring same, unless othexwise expressly provided in this
Contract. ,
Contract of Sale
Page 11 of 25
ARTICLE VIII
DEFAULTS AND REMEDIES
8.01 Seller's Defaults and Buyer's Renaedies.
(a) Seller's Defaults. Seller is in default under this Contract on the occurrence of any
one or more of the following events for any reason other than a default by Buyer
undex this Contract;
(i) Any of Seller's warranties or representations contained in this Contract are
untrue on the Closing Date i�l any material respect; or
(ii) Seller fails to meet, comply with or perfoi�rn any material covenant,
agreement, condition precedent or obligation on Seller's part required
within the time limits and in the manner required in this Contract; or
(iii) Seller fails to deliver at Closing the items specified in Article VI�,
Section 7.02(a), of this Contract for any reason other than a default by
Buyer or terrnination nf this Contract by Buyer pursuant to the texms
hereof prior to Closin.g.
(b) Buyer's Remedies. If Seller is in default under this Contract, Buyer as Buyer's
sole and exclusive remedies fox the default, may, at Buyer's sole option, do any of
the following:
(i) Terminaie tbis Contract by written notice delivered to Seller in which
event the Buyer shall be entitled to a return of the Earnest Money, and
Seller shall, promptly on written request fi�om Buyer, execute and deliver
any documents necessary to cause the Title Company to return to Buyer
the Earnest Money;
(ii) Enforce specific performance of this Cont�act against Seller, requiring
Seller to convey the Property to Buyer subject to no liens, encu.tnbrances,
exceptions, and conditions other than those shown on the Title
Cornmitment, whereupon Buyer shall waive title objections, ii any, and
accept such title without reduction in Purchase Price on account of title
de%cts and shall be entitled to asse��t any rights for damages based on
Seller's material breach of its representations and warranties herein and
nnaterial obligations that are not waived by Buyer by its acceptance of
Se11er's title; and
Contract of Sale
Page 12 of 25
(iii) Other tham as provided in Section 8.01(b){i) and (b)(ii) above, Buyer
waives any right to pursue, seelc, claim or obtain consequential dazxzages,
for any lost rents, profits, "benefit of the bargain," business opportunities
or any form of consequential damage in connection with any claim,
liability, demand or cause of action in any way or manner relating to the
conditian of the Property.
8.02 Buycr's Defanit and Seller's Remedies.
(a) Buyer's Default. Buyer is in. default under this Contract if Buyer iails to deliver
at Closing, the items specified in Article VII, Section 7.02(b) of this Contract for
any reason other than a de£ault by Seller under this Contract or tei�nination of tlus
Contract by Buyer pursuani to the terms hereof prior to Closing.
{b) Seller's Remedy. If Buyer is in default under this Contracfi, Seller, as Seller's
sole and exclusive remcdies foz the default, may, at Seller's sole option, do either
one of the following:
(i) Terminate this Contract by written notice delivered to Buyer in which
event Seller shall be entitled to a return of the Earnest Money, and Buyer
shall, promptly on written request from Seller, execute and deliver any
documents necessary to cause the Title Compan.y to deliver the Earnest
Money to Seller; or
(ii) Enfoxce specific performance of this Contract against Buyer.
8.03 Notice and Cure. In tha event either pai�ty considers the other to be in default
hexeunder, such party shall provide to the othex party wxitten notice (the "Default
Notice") specifying iu� reasonable detail the act or omission alleged to constitute the
default. The party z•eceiving the factuaU.y correct Default Notice shall not be considered
to be in default hereunder unless the act ox ornission constituting the default is not cured
within five (5) days following receipt of the Default Notice, The provisions of this
Section 8.03 shall not apply to a default cansisting of the failure or refusal to close.
ARTICLE XX
MISCELLANEOUS
9.01 Notice, All notices, demands, requests, and other communications ��equired
hexeunder 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
deemed to be delivered and received upon the earliex to occur of (a) the date provided if
provided by telephonic facsimile or hand delivery, and (b) the date oi the deposit o% in a
regularly maintained receptacle for the United States Mail, registered or certi%ed, return
receipt requested, postage prepaid, addressed as �ollows:
Contract of 5ale
Page 13 of 25
SELLER:
Denmiss, L.L,C.
Biuce M, Mom•oe
P.O. Box 769
Argyle, Texas 76226
Telecopy: {9�40) 241-3443
Copies to;
For Seller:
Trwin Law F'irm
Bai�ry D. Irwin, Esq,
207 S, Denton Tap Road, Suite 100
Coppell, Texas 75019
Telecopy: (972) 633-3251
BUYER:
City o�Denton
Pau1 Williamson
Real Estate and Capital Support
901-A Texas St�eet
Denton, Texas 76209
Telecopy; (940) 349-8951
For Buyer:
Richard Casner, First Assistant City Attorney
City Attorney's Office
215 E, McKinney
Denton, Texas 76201
Telecopy; (940) 382-7923
9.02 Governing Law and Venue, This Contract is baing executed and delivered and
is intended to be performed in the State of Texas, the laws of Texas governing the
validity, const�uction, enforcement and interpretation of this Contract, THIS
CONTRACT IS PERFORMABLE IN, AND THE EXCLUSIVE VENUE FOR ANY
ACTION BROUGHT WITH RESPECT HERETO, SHALL LIE IN DENTON
C4UNTY, TEXAS,
9.03 Entirety and Amendments, This Contract embodies the entire agreement
between the parties and supexsedes all prior agreements and understandings, if 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; No recording. This Contract is binding upon and inures to the
Uene�'it of Seller and Buyer, and their respective successors and assigns. In no eve�nt shall
this Contract or any memorandum hereof be recorded in the public records of the place in
which the Pz•operty is situated, and arxy such recordation or attem�ted recozdation shall
constitute a breach oi this Contract by the party responsible for such recordation or
attempted recordation.
9.05 Rislc of Loss. If a inaterial portion of the improvements on the Land are damaged
ox destroyed by fire oz othez• casualty prior to Closing, or if any condemnation ox any
eininent domain proceedings are i.nitiated by an entity or party other than Buyer that
might result in the talung of a material portion of the Property, Buyer may, at Buyer's
option, do any of the following;
(a) Terminate this Contract and withdraw frona this transaction without cost,
obligation or liability, except with respect to obligations that expressly survive the
Contract of Sale
Page 14 of 25
termination of this Coniract, in which case the Earnest Money shall be
immediately retuzned to Buyer; or
(b) Consummate this Contract, in which case Buyer, with respect to the Propei�ty,
shall be entitled to receive any (i) in the case of damage or destruction, all
insurance proceeds; and (ii) in the case of eminent domain, proceeds paid for the
Property related to the eminent domain proceedings.
Buyer shall have a period of ten (1�) calendai days after receipt of written
notification from Seller of such casualty or condemnation to malce the afore-
mentioned election. Zn the event Buyer elects to consummate the Contract and
final settlement of the casualty claim or condeznnation has not yet occui�red as of
the Closing Date, then the Closing shall talce place as provided in Article VII,
above, and tl�ere shall be assigned, in form and substance reasonably satisfactory
to Buyer, by Seller to Buyer at Closing, all interests of Se11er in and to any and all
insurance proceeds or condemnation awards which may be payable to Seller on
account of such event, In the event final settlement has occurred prior to the
Closing Date, and Buyer has elected to cons�unmate the Contract, a11 insurance
proceeds or condemnation. awards shall be delivered to Buyer at the Closing. For
purposes of this Section 9.05, a"material poi�tion" shall be deemed to mean a
portion of the Property having a value in excess of ten percent (10%) o£ the
Purchase Price. In the event less than a maierial portion of the Propei�ty is
involved in the casualty or condemnation as provided lierein, then the pai�ties shall
proceed to Closing in accordance with this paragraph.
9,06 Further Assuranees. In addition to the acts and deeds recited in this Contract
and contemplated to be perfoimed, executed and/or delivered by Seller and Buyer, Seller
and Buyer agxee to perform, execute and/or deliver, or cause to be performed, executed
and/or delivered at the Closing or after the Closing, any furthe� deeds, acts, and
assurances as are reasonably necessary to consunninate the transactions contemplated
hereby. Notwithstanding anything to the contrary contained in this Contract and without
limiting the general application oi the provisions of Section 5.03, above, the provisions
of this Article IX, Sectian 9.06 shall surwive Closing.
9.07 Time is af the Essence. It is expressly agreed between Buyer and Seller that time
is of the essence with respect to this Confiract.
9.08 Exhibits. The Exhibits which are referenced in, and attached to this Contract, are
incorporated in and made a part of, this Contract for all purposes.
9A9 Delegation of Authority. Authority to talce ar�y actions that are to be, or may be,
talcen by Buyer under this Contract, including without limitation, adjustment of the
Closing Data, are hereby delegated by Buyer, pursuant to action by the City Council of
Denton, Texas, to Vance I�emler, Solid Waste General Manager of Buyer, or his
designee.
Contract of Sale
Page 15 of 25
9.10 Contract Execution. This Contraci of Sale may be executed in any number of
counterpai�ts, all of which talcen together shall constitute one and the same agreement, and
any of the parties hareto 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 Coiulty holiday, then
the Closing Date or the date of such performance, as the case may be, shall be the next
following regular business day,
9.12 Relocation. Relocation advisory services and relocation
applicable pursuant to Ordinance No. 2012-073 (the "Relocatio
administered as provided by the Relocatzon Ordinance, asid
transaction contemplated by tl�is Contract,
SELLER;
financial assistance, if
n Ordinance"), sk�all be
e and apart from the
DENMISS, L,L,C,,
a Mississippi limited liability company
By: �
Bruce M. Monroe
Chief Executive �fficer
5`�
Executed by Seller on ihe _� day of y�� , 2013,
I: '
CITY OF DENTON,
a Home Rule Municipal Corporation
By: �—�
ORGE C. CAMPBELL, TTY MANAGER
Executed by Buyer on the � day of %! , 2013.
ATTEST:
TEI�]NIFER WALTERS, CZTY SECRETARY
BY;
� 1
Contract of Sale
Page 16 of 25
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
� l �6�-_.
BY; /�7�"�
Contract of Sale
Page 17 of 25
RECETPT OF AGREEMENT BY TITLE COMPANY
By its execution below, Title Company acicnowledges receipt of an executed copy
o� this Contract. Title Company agrees to comply with the terms and provisions of this
Contract to perform its duties pursuant to the provisions of this Contxact and comply with
Section 6045(e) of the Internal Revenue Code of 1986, as arnended fi•om tim.e to time,
and as further set forth in any regulations or forms promulgated thereunder.
TITLE COMPANY:
Reunion Title
207 S, Dentan Tap Road, Suite 300
Coppell, Texas 75019
Telephone: (972) 462-8725
Telecapy; (972) 633-3251
:
Printed Name:
Title:
Contract receipt date: , 2013
Contract of Sale
Page 18 of 25
EXHIBIT "A"
Legal Description
Of
Property
BEING all that ce��tain lot, tract or parcel of land situated in the Gideon Walker Survey, Abstract
Number 1330, and being all of Lot 1-R, Block A, Phase One of Ronjon Group Business Parlc, an
addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in
Cabuiet Q, Page 350, Plat Recolds, Denton County, Texas (P.R,D.C.T.), and being all that certain
tract of land described by deed to Denmiss Corporation, recorded under Instrument Number
2005-62999, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), and being more
particularly described as follows:
BEGINNING ai an "X" cut in concrete found foc tlie narthwest corner of said Lot 1-R., satne
point being in the south line of a tract of land dascribed by deed to Sl�iron Investments, LLC.,
recorded under Instx�ument Number 2007-34590, O.P,R.D,C.T., and being in the east line of
Mayhill Road;
THENC� South 89 degrees 33 minutes 14 seconds East, passing at 106.93 feet, a 1/2 inch iron
rod found for the southeast carner• of said Shiron tract and the southwest corner of Tower
Addition, an addition to the City of Denton, De�aton County, Texas, according to the plat thereof
recorded in Cabinet M, Page 11 S, P.R.D.C.T., continuing on for a total distance of 413.27 feet to
a 1/2 inch u•on rod found for the northeast corner oi said Dentniss tcact and said Lot 1-R, same
point being in the south line of said Tower Addition and the west line of a tcact of land described
by deed to the City of Detrton, recorded in Volume 2431, Page 843, Deed Records, Denton
County, Texas;
THENCE South 00 degrees 51 minutes ll seconds West, with the west line of said City of
Denton tract, a distance of 171,84 feet to a 1./2 inch iron rod found for the southeast corner of said
Loi 1-R;
THENCE South 02 de��ees 39 minutes 57 seconds West, with the west line of said City of
Denton tract, a distance of 301.96 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur
Su�•veying Company" (A,S,C.) set for the southeast corner of said Denmiss tract and the northeast
carner of a tcact of land described by deed to Weldon Wilson and wife, Tez'ri Wilson, recorded
under Instrument Numbet� 2004-�2942, O,P.R,D,C.T.;
THENCE Noi�th 88 degcees 48 minutes 03 seconds West, with the no��rh line of said Wilson tract,
a distance of 430,65 feet to a 1/2 inch uon rod with yellow cap stamped "A.S,C," found for tlie
southwest corner• of said Denmiss tract and the noi�thwest corner of said Wilson tract, same point
being in the east right-of-way line of said Mayhill Road;
THENCE Noi�th 00 degrees 50 minutes 29 seconds East, with the east line of said Mayhill Road,
a distance of 296.09 feetto an "X " cut set in concrete for corner;
THENCE Soutl� 89 degrees 33 minutes 14 seconds East, a distance of 26.46 feet to a 1/2 inch
iron rod found for the southwest corner of said Lot 1-R, same point being in the line of said
Mayhill Road;
Cantract of Sale
Page 19 of 25
THENCE North O1 degrees O1 zninutes SO seconds East, with tl�e east line of said Mayhill Road,
a distance of 171.84 feet to the POINT Ok' BEGINNING and containing 4.620 acres of land,
more or less.
Contract of Sale
Page 20 of 25
EXFTIBIT "B"
to
Contract of Sale
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU AItE A NATURAL
PERSON, YOU MAY REMOVE OR STRIK� ANY OR ALL OF THE
FOLLOWTNG INF�RMATION 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 OI' TEXAS §
COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS
That Deiuniss, L.L.C., a Mississippi limited liability company (herein called
"Grantor"), %r and in consideration of the sum of TEN AND NO/100 DOLLARS
($10.00), and other good and valuable consideration to Granior 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
ac�aowledged and confessed, subject to the resexvations set forth below, 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 Exhibit "A", attached hereto and made a part hereof for all 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 and together with all and singulax the
improvements and �xtutes thereon and all other rights and appurtenances thereto
(collectively, the "Propez�ty"},
Grantor, subject to the limitation of such reservation 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
Contract of Sale
Page 21 of 2S
the right to use or access the surface of the Property, in any way, manner or fornn, in
corulection 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 �nninerals reserved herein, includin.g
without limitation, use or access of the stuface of the Propei�ty for the location of any well
or drill sites, well bores, whether vertical or any deviatian from vertical, w�.ter we11s, pit
areas, seismic activities, tanlcs or tanlc batteries, pipelines, roads, electricity or other
utility infrastxucture, and/or for subjacent or lateral support for any surface facilities or
well bores, ox any oiher infrastructure or improvement of any lcind or type in connection
with or related to the reserved oil, gas and other minerals, and/or related ta the
exploration ox production of same.
As used herein, the term "other minerals" shall include oil, gas and a11 associated
hydrocarbons, and shall exclude (i) all substances that any reasonable extraction, naining
or other exploxation and/or production method, operation, process o�� procedure would
consume, deplete or desiroy the surface of the Property; and (ii} all substances whicl�. are
at or nea� the surface of the Propet�ty, The intent of the parties hereto is that the n�eaning
of the term "other minerals" as utilized herein, shall be in accordance with that set forth
in Reed v. Wylie, 597 S.W.2d 743 (Tex. 19$0).
As used herein, the texm "surface of the Propez�ty" shall include the area from the
stuface 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.
Exceptions to conveyance and warranty:
[Insert Permitted Exceptions, if any]
Grantor hereby assigns, without recourse or representation, to Grantee, any and all
claims and causes of action tl�at Grantor may have for or related to any defects in, or
injury to, the Property.
TO HAVE AND TO HOLD the Property, together with all and singular the righfis
and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors
Contract af Sale
Page 22 of 25
and assigns forever; and Gran�or does hereby bind Grantor and Grantor's successois and
assigns to WARRANT AND FOREVER DEFEND all and singula.r the Property unto
Grantee and Gxantee's successoz•s and assigns, against every parson whomsoever lawfully
clairrzing or to claim the same o� any part thereof when the claim is by, through, or under
Grantor but not otherwise,
EXECUTED the day of
THE STATE OF TEXAS §
COUNTY OF DENTON §
2013
DENMISS, L.L,C.,
a Mississippi limited liability company
I:
Bi�zce M. Monroe
Chief Executive Officex
ACI�TOWLEDGMENT
This instruznent was acicnowledged before me on ,
, 2013 by Bruce M. Mom•oe, Chief Executive Officer of Denmiss, L,L.C., a
Mississippi limited liability company, on behalf of said limited liability company.
Upon Filing Retuxn To:
The City of Denton-Engineering
Attn: Paul Williamson
901-A Texas Street
Denton, TX 76209
Contract of Sale
Page 23 of 25
Notary Public, State of Texas
My commission expires: _
Send Tax Billing Statements To:
The City of Denton
Attn: Finance Depai�tment
215 East McKinney Street
Denton, Texas 76201
E�zT «A„
TO
SPECIAL WARRANTY DEED
Legal Description
Of
Propei�ty
BEING all that certain lot, tract or parcel of land situated in the Gideon Wallcer Survey, Abstract
Number 1330, and being all oiLot 1-R, Block A, Phase One of Ronjon Group Business Parlc, an
addition to the City of Denton, Denton County, Texas, according to the plat thereof recordad in
Cabinet Q, Page 350, Plat Records, Denton County, Texas (P.R,D.C.T.), and being all that cai�tain
tract of land described by deed to Denmiss Corporation, recorded under Instrumeni Number
2005-62999, Official Public Records, Dentan County, Texas (O.P.R,D.C.T,), and being more
particularly described as follows:
BEGINNING at an "X" cut in concrete found for tlie not�thwest corner of said Lot 1-R, same
point being in the south line of a hact of land described by deed to Shiron Investments, LLC,,
recorded undet� Instrument Number 2007-34590, O.P.R.D.C,T., and being in the east line of
Mayhill Road;
TH.�NCE South 89 degrees 33 minutes 14 seconds East, passing at 106.93 feet, a 1/2 inch iron
rod %und for the southeast corner of said Shuon tract and the southwest corner of Tower
Addition, an addition to the City of Denton, Denton County, Texas, according to the plat thereof
recorded 'vi Cabinet M, Page 115, P.R.D,C.T,, continuing on for a total distance of 413,27 feet to
a 1/2 inch iron rod found for the noi�theast cornea• of said Denmiss tract and said Lot 1-R, same
point being in the south line of said Tower Addition and the west line of a tract of land described
by deed to the City of Denton, recorded 'ui Volume 2431, Page 843, Deed Racords, Denton
County, Texas;
TI3ENCE South 00 degrees 51 mintttes 11 seconds West, with the west line of said City of
Denton tract, a distance of 171.84 feet to a 1/2 inch it•on rod found for the sotttheast corner of said
Lot 1-R;
THENCE Snuth 02 degcees 39 minutes S7 seconds West, with the west line of said City of
Denton t�act, a distance of 301.96 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur
Surveying Company" (A.S.C.) set for the southeast corner of said Denmiss t��act and the no��theast
corner of a tract of land described by deed to Weldon Wilson and wife, Terri Wilson, recorded
under Tnstrument Number 2004-42942, �.P,R.D,C.T.;
THENC� Noi�th 88 degrees 48 minutes 03 seconds West, with the nox�th line of said Wilson tract,
a distance of 43Q,65 feet to a 1/2 inch iron rod with yellow cap stamped "A.S.C." found for the
southwest corner of said Denmiss ta�act and the noi�thwest corner of said Wilson tract, same point
being in the east right-of-way luie of said Mayhill Road;
THENCE Noi�th 00 degrees 50 minutes 29 seconds East, with the east line of said Mayhill Road,
a distance of 296.09 feet to an "X " cut set in concrete for corner;
Contract of Sale
Page 24 of 25
THENCE South 89 degrees 33 minutes 14 seconds East, a distance of 26,46 feet to a 1/2 inch
iron rod found for the southwest corner of said Lot 1-R, same point being in the line of said
Mayhill Road;
THENCE North O1 degrees O1 minutes 50 seconds East, with the east line of said Mayliill Road,
a distance of 171,84 feet to the POINT OF BEGINNING and containing 4.620 acres of land,
more or less,
Contract of Sale
Page 25 of 25