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2013-175s:llegallour documents\ordinances1131a1-khafaji ordinance.doc ORDINANCE NO. ZO13-1%S 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 AMINA HAMID AL-KHAFAJI, INDIVIDUALLY AND AS INDEPENDENT EXECUTRIX OF THE ESTATE OF ALI AL-KHAFAJI, DECEASED (THE "OWNER"), AND THE CITY OF DENTON (THE "CITY"), REGARDING THE SALE BY OWNER AND PURCHASE BY THE CITY OF FEE �IMPLE TO A 3.839 ACRE TRACT OF LAND, MORE OR LESS, BEING SITUATED �tN THE M, YOACHUM SURVEY, ABSTRACT NO. 1442, LOCATED 1N THE CITs�' OF DENTON, DENTON COUNTY, TEXAS, AS MORE PARTICULARLY DESCRIB�D 1N THE CONTRACT OF SALE, LOCATED GENERALLY IN THE 3300 BLOCK OF EAST MCKINNEY STREET (THE "PROPERTY INTERESTS"), FOR THE PURCHA5E PRICE OF TWO HUNDRED NINETY THOUSAND DOLLARS AND NO/100 ($290,000.06�, AND OTHER CONSIDERATION, AS PRESCRIBED IN THE CONTRACT OF SALE; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AUTHORIZING RELOCA � ION EXPENSES AND ADVISORY SERVICES, IF APPLICABLE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, after due consideration of the pu��lic 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 design�,e, 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 $290,000.00, plus certain costs, as prescribed in the Contract of Sale; and (ii) any other documents necessary for closing the transaction conter�plated by the Contract of Sale; and (b) to make expenditures in accordance with the terms of the ti�ontract of Sale. SECTION 2. The City Manager is authorized to make expenditures in accordance with Ordinance No. 2012-073, dated April 17, 2012, pertaining to relocation related expenses and advisory services, if applicable. SECTION 3. If any section, article, paragrapri, 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, s,ach holding shall not affect the validity of the remaining portions of this ordinance; the City Co�.ncil declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ��GZ day of , 2013. � -� ,, �l � � ��G -=�i.�` �- / ,;, MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: � �C.�Ci APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: � STATE OF TEXAS § COUNTY OF DENTON § CONTRACT OF SALE NOTICE YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOW), HAVE THE RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CTTY OF DENT4N'S ACQUISITION OF 'I�E PROPERTY WITH OTFIERS; OR (2) KEEP TAE OFFER OR AGREEMENT CONFIDENTIAL, iJNLESS THE OFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE. This Contract of Sale (the "Contract") is made this o2�'�� day of �,y� � , 2013, effective as of the date of execution hereof by Buyer, as defined herein (the "Effective Date"), by and between Amina Hamid Al-Khafaji, individually and as Independent Executrix of the Estate of Ali Al-Khafaji, deceased (referred to collectively herein as "Seller") and the City of Denton, Texas, a Home Rule Municipal Corporation of Denton County, Texas (referred to herein as LLBuyer"). RECITALS WHEREAS, Seller owns that certain tract of land being more particularly described on E�ibit "A", attached hereto and made a part hereof for all purposes, being loca.ted in Denton County, Texas (the "Land"); and WI�REAS, 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 MONEY 2.01 Purchase Price. The Purchase Price to be paid to Seller for the Properiy is the sum of Two Hundred Ninery Thousand and No/100 Dollars ($290,000.00) (the "Purchase Price"). 2.02 Earnest Money. Buyer shall deposit the sum of Five Thousand and No/100 Dollars ($5,000.00), 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 after 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 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 hereof, 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 check in the amount of One Hundred and No/100 Dollars ($100.00) (the "Independent Contract Consideration"}, which arnount the parties hereby acknowledge 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 payment provided in 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) ca.lendar days after the Effective Date, Seller shall cause to be furnished to Buyer a current Commitment for Title Insurance (the "Title Commitment") for the Property, issued by Title Company. The Title Commitment shall set forth the state of title to the Property, including a list of liens, mortgages, 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 referred to herein as an "Exception"). (b) Along with the Title Commitment, Seller shall also cause to be delivered to Buyer, at Buyer's sole cost and expense, true and correct copies of all instruments that create or evidence Exceptions (the "Exception Documents"), including those described in the Title Commitment as exceptions to which the conveyance will be subject and/or which are required to be released or cured at or prior to Closing. 3.02 Survey. Within thirty (30) calendar days after the Effective Date, Seller shall cause to 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 limited to, a depiction of the location of all roads, streets, easements and rights of way, both on and adjoining the Property, water courses, 100 year flood plain, fences and improvements and structures of any kind and other matters provided in items 1-4, 6, 7a, 8, 10 and 11 of Table A of the ALTA Minimum Standa.rd Detail Requirements. The Survey shall describe the size of the Property, in acres, and contain a metes and bounds description thereof. Seller shall furnish or cause to be furnished any aff�idavits, certificates, assurances, and/or resolutions as required by the Title Company in order to amend the survey exception as required by Section 3.05, below. The description of the Property as set forth in the Survey, at the Buyer's election, shall 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. Notwithstanding the Survey of the Properiy, the Purchase Price for the Property, as prescribed by Section 2.01, above, shall not be adjusted in the event the Survey shall determine the Properiy to be either larger or smaller than that depicted in E�ibit "A", attached hereto. 3.�3 Review of Title Commitment, 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 Commitment, the Survey, and the Exception Documents, in which to give written notice to Seller, 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 forth 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 shall, within twenty (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. Notwithsta,nding the foregoing sentence, Seller shall, in any event, be obligated to cure those �bjections 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 that Seller is not obligated to cure within the allowed twenty (20) calendar day period, as may be extended by Buyer, in its sole discretion, then Buyer has the option of either: {a) waiving the unsatisfied Objections by, and only by, notice in writing to Seller c� prior to Closing, in which event those Objections shall become Permitted Exceptions (herein so called}, or (b) terminating this Contract by notice in writing prior to Closing and receiving back 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, Seller, at Seller'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 contain only the Permitted Exceptions and sha.11 contain no other exceptions to title, with the standard printed or common exceptions amended or deleted as follows: (a) survey exception must be amended if required 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 additiona,l premium); (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", unless otherwise agreed by Buyer; (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 provision of this Contract notwithsta.nding, 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 commencing with the Effective Date of this Contract and ending forty five (45) calendar days thereafter (the "Absolute Review Period"), based on such appraisals, tests, examinations, studies, investigations a.nd inspections of the Property the Buyer deems necessary or desirable, including but not limited to studies or inspections to determine the e�stence of any environmenta.l hazards or conditions, perFormed 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 inspection of the Property, including inspections that invade the surface and subsurface of the Property. If Buyer determines, A � in its sole judgment, 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 Seller, as soon as reasonably practicable, but in any event prior to the expiration of the Absolute Review Period, in which case the Earnest Maney will be returned to Buyer, and neither Buyer nor Seller shall have any further duties or obligations hereunder. In the event Buyer elects to terminate this Contract pursuant to the terms of this Article IV, Section 4.01, Buyer will provide to Seller, if requested by Seller, copies of (i) any and all non- confidential and non-privileged reports and studies 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: (a) The descriptive information concerning the Properiy set forth in this Contract is complete, accurate, true and correct. (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 o� 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 marketable fee simple title to the Properiy, subject only to the Permitted Exceptions. (d) The Seller has the full right, power, and authority to sell and convey the Property as provided in this Contract and to carry out Seller's obligations hereunder. (e) The Seller has not received notice of, and has no other knowledge or information of, any pending or threatened judicial or administrative action, or any action pending or threa.tened by adjacent landowners or other persons against or affecting the Property. (f) The Seller has paid all real esta.te and personal property taxes, assessments, excises, and 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 to no such liens. (g) Seller has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction or taken any action which would result in any real estate broker commissions or finder's fee or other fees payable to any other party with respect to the transactions contemplated by this Contract. (h) All Leases, as defined 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, including without limitation, all personal property of any such tenants or parties, on or before the date of Closing. (i) The Seller is not a"foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended. 5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as follows: (a) 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 kind or nature (if oral, Seller shall provide to Buyer in writing all material terms thereo� relating to the possession of the Property, or any part thereof, including any and all modifications, supplements, and amendments thereto (the "Leases"). (b} From the EfFective Date until the date of Closing or earlier termination of this Contract, Seller shall: (i) Not enter into any written or oral contract, lease, easement 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 performed on or before the Closing or would be binding on Buyer or the Property after the date of Closing. (ii) Advise the Buyer promptly of any litigation, arbitration, or administrative hearing, or claims related thereto, concerning or af�ecting the Property. (iii) Not take, or omit to take, 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 Property, or create, grant or permit to be attached or perfected, any lien, encumbrance, or charge thereon. (c) Seller shall indemnify and hold Buyer harmless, to the e�ent 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 under any written or oral contracts arising or entered into prior to Closing. (d) On or before Closing, Seller shall remove (i) any waste material or debris that are located upon, or may accumulate or otherwise be placed on the Property (the "Waste Material"), from the Property and dispose of same in accordance with all applica.ble statutes, regulations, rules, orders and ordinances; and (ii) all personal property from the Property. It is expressly stipulated that (i) the Waste Material shall be deemed at all times the property of Seller; and (ii) Buyer may retain, destroy, or dispose of any property, of any kind or type, left or remaining on the Property at Closing (the "Abandoned Property"), without liability of any kind to Buyer and without payment of consideration of any kind to Seller. In the event Buyer shall elect to store said Abandoned Property, Buyer may store such Abandoned Property in the name, and at the expense, of Buyer. 5.02.A. Warranty of Buyer; Property Condition. Buyer represents and warrants to Seller that it has made, or will make prior to Closing, an independent inspection and evaluation of the Property and acknowledges that Seller has made no statements or representations concerning the present or future value of the Property, or the condition, including the environmental condition, of the Property. Except as otherwise specifically represented and warranted by Seller in this Contract, SELLER MAI�ES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, STATUTORY, OR Il�IPLIED, AS TO TI� VALUE, QUALITY, QUANTITY, PHYSICAL AND ENVIRONIV�NTAL CONDTITON OF THE PROPERTY AND/OR MATERIALS C4NTAINED OR LOCATED IN, ON OR ITNDER TI� PROPERTY, TI-� NATURE OF THE PAST OR HISTORIC USE OF TI� PROPERTY, AND/OR MERCHANTABILITY OR FITNESS FOR PURPOSE OF ANY OF TI� PROPERTY. Buyer further acknowledges that it has relied solely upon its independent evaluation and examination of the Property, and public records relating to the Property and the independent evaluations and studies based thereon. Seller makes no warranty or representation as to the accuracy, completeness or usefulness of any information furnished to Buyer, if any, whether furnished by Seller or any third party. Seller assumes no liability for the accuracy, completeness or usefulness of any material furnished by Seller, if any, and/or any other person or party. Reliance on any material so furnished is expressly disclaimed by Buyer, and shall not give rise to any ca,use, claim or action against Seller. TI� CONVEYANCE OF 'THE PROPERTY SHALL BE ON A"WI�RE IS", "AS IS", AND "WITH ALL FAULTS" BASIS, AND SHALL BE WITHOUT REPRESENTATION OR WARRANTY, EXPRESSED, STATUTORY OR IMPLIED, AS TO TI� PHYSICAL AND ENVIlZONMENTAL CONDITION OF TT� 7 PROPERTY AND/OR MATERIALS CONTAINED OR LOCATED lN, ON OR UNDER TI� PROPERTY, THE NATURE OF TI� PAST OR HISTORIC USE OF TI� PROPERTY, THE QUALITY, QUANTITY AND VALUE OF TI-� PROPERTY, OR FITNESS FOR PURPOSE OR MERCHANTABILITY. 5.03 Survival Beyond Closing. Notwithstanding anything to the contrary contained in this Contract, the representa.tions, warranties, covenants and agreements of Seller and Buyer contained in this Contract shall survive the Closing, and shall not, in any circumsta.nce, be merged with the Special Warranty Deed, as described in Article VII, Section 7.02(a). ARTICLE VI CONDITIONS PRECEDENT TO PERFORMANCE 6.01 Pei�formance 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 ca.used to be furnished to Buyer all items required to be so performed or furnished under other sections of this Contract; and (b) Seller cures or Buyer waives in writing, within the time periods specified in Article III, all of Buyer's objections made in accordance with ArNcle III. 6.02 Breach of Seller's Representations, Warranties, Covenants and Agreements. Buyer is not obligated to perfarm under this Contract unless all representations, warranties, covenants and agreements af Seller conta.ined 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 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 condetnnation, eminent domain, or other material proceeding initiated by an entity other than Buyer, or the Property, or any part thereof, has been materially or adversely impaired in any manner. 6.04 Review Period. Buyer is not obligated to perform under this Contract if Buyer delivers notice to Seller pursuant to Article N, Section 4.Q1 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 conditions precedent to the performance of Buyer's obligations under this Contract by giving to the Seller, at any time 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 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 Money 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 take 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 eighty (80) 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 ca.use 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 form specified in Article III, Section 3.05; (ii) The Special Warranty Deed, substantially in the form as attached hereto as E�ibit "B", subject only to the Permitted Exceptions, if any, duly executed by Seller and acknowledged; (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 Seller or the Title Company, the following items: (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 ca,shier's check or other immediately available funds; (ii) Other items rea.sonably requested by the Title Company as administrative requirements for consummating the Closing. 7.03 Adjustments at Closing. Notwithstanding anything to the contrary contained in this Contract and without limiting the general applica.tion 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 prorated between Seller 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 known, Seller and Buyer shall readjust in cash the arnount of taxes to be paid by each party with the result that Seller shall pay for those taxes attributa,ble 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 occuning prior to the date of Closing) and Buyer shall pay for those taxes attributa.ble to 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 all other fees, costs and expenses related to Closing. ARTICLE VIII DEFAULTS AND REMEDIES S.Ol Seller's Defaults and Buyer's Remedies. (a) Seller's Defaults. Seller is in default under this Contract on the occunence of any one or more of the following events: (i) Any of Seller's warranties or representations contained in this Contract axe 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 manner required in this Contract; or (iii) Seller fails to deliver at Closing, the items specified in Article VII, Section 7.02(a) of this Contract for any rea.son other than a default by Buyer or termination of this Contract by Buyer pursuant to the terms hereof prior to Closing. i0 (b) Buyer's Remedies. If Seller is in default under this Contract, Buyer as Buyer's 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 the Earnest Money, and Seller shall, promptly on written request from Buyer, execute and deliver any documents necessary to cause the Title Cornpany to return to Buyer the Earnest Money; (ii) Enforce speci�c perfarmance 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 defects 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) Seek other recourse or relief as may be available to Buyer at or by law, equity, contract or otherwise. 8.02 Buyer's Defadlt 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 Ai�ticle VII, Section 7.02(b) of this Contract for any reason other than a default by Seller under this Contract or termination of this Contract by Buyer pursuant to the terms hereof prior to Closing. (b) Sellei's Remedy. If Buyer is in default under this Contract, Seller, as Seller's sole and exclusive remedy for 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 the 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 Company to return to Seller the Earnest Money; or (ii) Enforce specific performance of this Contract against Buyer. ARTICLE IX NIISCELLANEOUS 9.01 Notice. All notices, demands, requests, and other communications required hereunder shall be in writing, delivered, unless expressly provided otherwise in this il Contract, by telephonic facsimile, by hand delivery or by United States Mail, and shall be deemed to be delivered and received, upon the earlier to occur of (a) the date provided if provided by telephonic facsimile or 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 Amina Hamid Al-Khafaji, individually and as Independent Executrix of the Estate of Ali Al-Khafaji, deceased , A�� k Copies to: For Seller: r,J►� Telecopy: yl�Q - : ' City of Denton Paul Williamson Rea.l Estate and Capital Support 901-A Texas Street ,S�7L'G'� Denton, Texas 76209 �d ZD„�j Telecopy: (940) 349-8951 �. �� • ..�L`J�,,,� For Buver: Richard Casner, First Assistant City Attorney City Attorney's Office 215 E. McKinney Denton, Texas 76201 Telecopy: (940) 382-7923 ,3�y-S/9� 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 and interpretation of this Contract. THIS CONTRACT IS PERFORMABLE IN, AND TI-� EXCLUSIVE VENUE FOR ANY ACTION BROUGHT WITH RESPECT HERETO, SHALL LIE 1N DENTON COUNTY, TEXAS. 9.03 Entirety and Amendments. This Contract embodies the entire agreement between the parties and supersedes 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. This Contract is binding upon and inures to the benefit of Seller and Buyer, and their respective devisees, heirs, successors and assigns. If requested by Buyer, Seller agrees to execute, acknowledge 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 any da.mage to the Property sha.11 occur prior to Closing, or if any condemnation or any eminent domain proceedings are threatened or initiated by an entity or party other than Suyer that might result in the taking of any portion of the Property, 12 Buyer may, at Buyer's option, do any of the following: (a) Terminate this Contract and witl�draw 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 (i) in the case of damage, all insurance proceeds, if any; and (ii) in the case of eminent domain, all proceeds paid for the Property related to the eminent domain proceedings. Buyer shall have ten (10) calendar days after receipt of written notification from Seller on the final settlement of all condemnation proceedings or insurance claims related to damage to the Property, in which to make Buyer's election. In the event Buyer elects to close prior to such final settlement, then the Closing shall take place as provided in Ai•ticle VII, above, and there shall be assigned by Seller to Buyer at Closing, in form and substance satisfactory to Buyer, all interests of Seller 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 Buyer elects to close upon this Contract after fmal settlement, as described above, Closing shall be held five (5) business days after such final settlement. 9.06 Further Assurances. In addition to the acts and deeds recited in this Contract and contemplated to be performed, executed and/or delivered by Seller and Suyer, Seller and Buyer agree to perform, execute and/or deliver, or cause to be performed, executed and/or delivered at the Closing or after the Closing, any further deeds, acts, and assurances as are rea,sonably 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 that time is of the essence with respect to this Contract. 9.08 Exhibits. The Exhibits which are referenced in, and atta,ched to this Contrac� are incorporated in and made a part of, this Contract for all purposes. 9.09 Delegation of Authority. Authority to take any actions that are to be, or may be, tak�n 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 Ross Chadwick, Fire Chief of Buyer, or his designee. 9.10 Contract Execution. This Contract of Sale may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. 13 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, shall be the next following regular business day. SELLER: Amina amid Al-Khafaji Q Amina Hamid Al-Khafaji, Independent Executrix of the Estate of Ali Al-Khafaji, deceased Executed by Seller on the 2�in da.y of Jl/V1 � 2013. BUYER: By. �----�— GEORGE C. CAMPBELL, CITY MANAGER Executed by Buyer on the /f "- day of 2013. ATTEST: JENN�'ER WALTERS, CITY SECRETARY �. APPROVED AS TO LEGAL FORM: AIVITA BURGESS, CITY ATTORNEY BY: °�� 14 RECEIPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Company acknowledges receipt of an executed copy of this Contract. Title Company agrees to comply with, and be bound by, the terms and provisions of 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 from time 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 I: Printed Name: Title: Contract receipt date: , 2013 15 EI�IT "A" to Contract of Sale Legal Description All that certain lot, parcel or tract of land 1_ying and being situate�i in the City and County of Denton, Staie af Texas, out of t.he NI. Yoachum S�arvey, Abst. l�To. 14�2, being 4.571 acres out of 23.543 acrzs described �s the SECOND TRACT in a W/D fra�n Maitie �. Qldlaam et at to Arth�:r L. Bonnell et ux, on September 19, 19�9, and n�ore particularly described by metes and bou��ds as follo��Ts: SEC'iINNING �t the Northl�vest corner of a 0.4Q3 acre tract belon�ing to tl�e �'ity of Den2on, said Nor�hwest corner beii�g a point i�� tlle East ROW of ltiZocicingbird Lane, a corner post of a eyclone fence for the �nost Westerly 5outl�west corner af herein described tract; THENi'E N. l° 43' E. with said ROW fot� a distance of 367.9 fezt to a point i�� the South iine of the C_H. Willia�ns 55.392 acre tract, said paint being S. 88° 17' E. of said C.H. Willia.ms Southwest corner, a steei pin set for tl�e l�ortl�v�est corner of herein t�escrsbed tract; THENCE S. 88� 17' E. �uith said C. H. Williazns South line for a distance �f 38�.45 feet ta a steel pin set far the Nartheast corner of l�erein described tract; THEl°�CE S. 2° db' W. for a distance of 575.� feet to a paint in the North RO�� of East McI�inney Street, a steel piti set for the Southeast corner af herein described tract; THENCE �1. 83° 34' ��. with said I�orth R�OW for a distance of 2.�6.65 feet to a cori-�er post of a cycio�ie fence for the most Sotitherly South��7est corner herein described tract, said corner also being the Southeast corner c�f said Cit_y ttact; THENCE N. 1° 54' E. �vith the East iine of said City trac� for a distance of 175.2 feet. to a corner post of a cyclone fence for a Northeast in�ide corner of herein described tract, said corner alsa being the Northeast corner of said City tract; 16 THENCE N. 83° �-7' W. with the North line of said City tract for a distance of 1 d0.30 feet ta the PLACE O� BEGIl'�TNING anci containing herein a total of 4.571 acres of land. ,�AVE AND EXCEPT a parcel of lanci deedec� from Ali AI Khafaji to City of Denton, recorded in Volunie 842, Pa�e 992 described as follows: Ali tha.t certaii� lot, tract or �arcel of land lying at�d beinb situated in the City and County of Denton, Sta.te of Texas, and 'aeing part af tlle M Yoachum �urvey, �1bst. No. 1442 and also being part af a tract of land as conveyed fra�n Charles Mulkey and �vife, Linda Mulkey to Ali A1 Kl�afaji by deed dated March 15,197� and r�ecorded in Vo1. 640, Page 697 of the Deed Records, Denton County, Texas, and more particularly described �s foll�vvs: BEtJINNiNG at the rnost Southerly ��uthwest corner of said tract, said point also being the Soutl�east corne�- of a trac± of land co�iveyed from 7.R. �ldham and vvife, Matr_ie Oldhain to City of Denton, a Municipa'1 Corporation by deed dated Aprit 30, 1947 and recorued in Valume 33_5, Page 474 of the Deed Records, Dentor� County, Te�as, said pcii�t lying Sout�? 86° 3�' East a r_listance of I00 feet Easi of ths intersection of the East RQ�� line of Mockingbird Lane aiid the 1`dorth ROW of McKinney Stre�t (FM Road No. 426); THENCE Nor�r� 1° 53' E. alang the ��ost Southerly VVest bounctary line of said tract, san�e being thz East boiindar� line of above mentioned City tract a distance of 175.2 �eet to a point for a corner same being an inner corner of said tract, said point also being tlae Northeast corner of said City tract; THENCE South 83° 34' E.175.2 f�et Narth of and parallel with the most Soatherly South boundazy line of said tract a distance of 182 feet to a point for a corner; THENCE South 1° 53' V�. 182 feet East of a parall_el with the ix?ost Southerly West bc�undary line of saicl tract a d�stance of 17�.2 feet to a point for a cort�er in the �n�st Southerly South boun�ary line of sa.id tract, same being a point i:� the Nortli right of way line �f McI�inney Street (F1VI Road No. 426); THENCE North $3° 34" W, along the mast Southerly South boundary line of said t��act, sanie being tl�e North RQW liz�e of McI�inne_y Street {F� Road No. 426) a distanc� of 182.0 vet ta the PLACE �F BEGINNING and conia.ining 31,836.�4 square feei of la��d, tn�re or less. 17 E��IT "B" TO CONTRACT OF SALE NOTICE OF CONFIDENTIALTI'Y RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRII� ANY OR ALL OF TI� FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN TFIE 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 Amina Hamid Al-Khafaji, individually and as Independent Executrix of the Estate of Ali Al-Khafaji, deceased (herein collectively called "Grantor"), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00}, and other good and valua.ble consideration to Grantor in hand paid by the City of Denton, Texas, a Texas Home Rule Municipal Corporation (herein ca.11ed "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 properiy 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 singular the improvements and fixtures thereon and all other rights and appurtenances thereto (collectively, the "Property"). Exceptions to conveyance and warranty: [Insert Permitted Exceptions, if any] 18 Grantor hereby assigns to Grantee, without recourse or representation, any and all claims and causes of action that Grantor may have for or related to any defects in, or injury to, the Property. Grantee represents and warrants to Grantor that it has made an independent inspection and evaluataon of the Property and acknowledges that Grantor has made no statements or representations concerning the present or future value of the Property, or the condition, including the environmental condition, of the Property. Except as otherwise specifically represented and warranted by Grantor herein and in that certain Contract of Sale, dated 28�+ ��, 2013, by and between Grantor and Grantee, GRAN'POR MAKES NO REPRESENTATIONS OR WARRANTIES EXPRESSED, STATUTORY, OR IlVIPLIED, AS TO TI� VALLTE, QUALITY, QUANTITY, PHYSICAL AND ENVIlZONIVIENTAL CONDITION OF TI-� PROPERTY AND/OR MATERIALS CONTAlNED OR LOCATED IN, ON OR UNI7ER 'THE PROPERTY, TI� NATURE OF Tf-� PAST OR HISTORIC USE OF TF� PROPERTY, AND/OR MERCHANTABILITY OR FTTNESS FOR PURPOSE OF AN Y OF THE PROPERTY. Grantee further acknowledges that it has relied solely upon its independent evaluation and examination of the Property, and public records relating to the Property and the independent evalua.tions and studies based thereon. Grantor makes no warranty or representation as to the accuracy, completeness or usefulness of any information furnished to Grantee, if any, whetl�er furnished by Grantor or any third party. Grantar assumes no liability for the accuracy, completeness or usefulness of any material furnished by Grantor, if any, andlor any other person or party. Reliance on any material so furnished is expressly disclaimed by Grantee, and shall not give rise to any cause, claim or action against Grantor. TI� CONVEYANCE OF 'I`HE PROPERTY IS ON A"WHERE IS", "AS IS", AND "WITH ALL FAITLTS" BASIS, AND SHALL BE WITHOUT REPRESENTATION OR WA_RRANTY, EXPRESSED, STATUTORY OR IlVIPLIED, AS TO TI� PHYSICAL AND ENVIlZONMENTAL CONDITION OF TI� 19 PROPERTY AND/OR MATERIALS CONTAIl�IED OR LOCATED IN, ON OR UNDER TI� PROPERTY, TI� NAT`URE OF TI� PAST OR HISTORIC USE OF TI� PROPERTY, TI� QUALITY, QUANTITY AND VALUE OF TI� PROPERTY, OR FITNESS FOR PURPOSE OR MERCHANTABILITY. TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors and assigns to WARRANT AND FOREVER DEFEND all and singular 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 otherwise. EXECUTED the 2� day of J�� , 2013 Amina Hamid Al-Khafaji Amina Hamid Al-Khafaji, Independent Executrix of the Estate of Ali Al-Khafaji, deceased ACKNOWLEDGMENT THE STATE OF I�nGS § COUNTY OF � Q-�. � � § This instrument was acknowledged before me on '2� �" J v��` e- , 2013 by Amina Hamid Al-Khafaji. ``,��/11l1�� , ( �``� �, K �Q�� • � *. . . � . . . . ��F� : �IA�FM.�'f � . '�i,''; r' t ■ 2�1 a,,, ��/f11�� J State of Texas n expires: '� 1- �1 ��- � 1�}--_ ACKNOWLEDGMENT T'HE STATE OF '��c�S § COUNTY OF � �� § This instrument was acknowledged before me on 7� �'� 2��^ , 2013 by Amina Hamid Al-Khafaji, as Independent Executrix of the Esta.te of Ali Al-Khafaj i, deceased. '�y��I � 4�a� K �d��. �`� �,...... �� `�" j��O�pRY P � i � �ar�p � s �* � � 'g►' *' � � oF t'fc�"� i �/ �1llg�' '+ Upon Filing Return To:��I� �1.' � w'��', The City of Denton-Engine��1R��,�� N� Attn: Paul Williamson 901-A Texas Street Denton, TX 76209 � :4:.- i .♦ .�, ,V. •• � .. � � L 1 �l � � - N blic, State of Texas y co ission expires: � i� C� �� 2'° 1�-- Property Tax Bills To: City of Denton Finance Department 215 E. McKinney Street Denton, Texas 76201 E�ibit "A" To Special Warranty Deed Legal Description All tliat certain Iot, pat-cel or tract of land lying ancl being sit�iated �n the City and County of Der.ton, State of Texas, out oi the M. �'oachurri Sur�ey, Abst. No. 1442, beinb 4.571 acres out of 23.543 a�res ciescribed as the S�COND TF.ACT in a`JJ/D fram Mattie P. Oldha�n et al to Arthur L. Bonnell et uY, �n Septainber 19, 194�, and r�ore particularly described by metes and bcunds as follo��s: BEC'iINNING at th� North�.uesi corner of a 0..403 acre tract belonging ta tl?e eity ot De�aton, sa.id North��vest �orn�r be�il� a�oir�t in the East R�W of Mocicingbird Lane, a corner post of a cyclone fence for the �ost Westerl_y Soutlawest corr�er of herein dascribed tract; THENCE N. 1° 43' E. with said ROW for a ciistance of 367.9 feet to a point in the South line of the C.H. Williams 55.392 acre tract, said point b�ir�g S. 88° 17' E. of said C.H. �Viliia.ms Soutl�wesi carner, a steel pin set far tsle Northwest corner of herein describe� tract; THENCE S. 88° 17' E, with said C. H. Williams S�uth Ii�7e for a distance �f 389.45 feet to a steel pin set for �he Northeast corner of herein described tract, T�IENCE S. 2° U5' Vi�'. far a distance of 575.5 feet to a poir�± in the North ROW of East McI�inney Street, a ste�l pin set for the Sautlleast corner cf Iierein deseribec3 tract; THENCE �t. 83° 3�' '�fi�, with sajd North ROW for a distance of 2.86.65 feet to a corner post of a cyclo��e fence for the mast Soutl�erlv Southwest corner herein described tract, said corner also bein,� the Sautheast corner of said Gity tract; THENCE N. 1° 54' E. with the East line of said City tra.ct for a distance of 175.2 feet to a corner post of a cyclone fence for a Northe�st inside corner of her�in described tract, said corner also being the Northeast corner of said City tract: �� T�IENCE �. 83° 47' yV. with tlle North li�e of said City tract for a distance of lOQ.30 feet io the PLACE OF BEGINNING and conta.ining her�irl a tota� of 4.571 acres of land. SAVE AND �XCEPT a parcel of land deeded fram AIi AI Khafaji t.o C'ity of I�enton, re�;orded in Voluine 842, Pag� 992 �'escribed as fflllcvvs: �411 that certain lot, tract or parcel of land 1_ying and being situated in the City and County of Denton, State of T�Ya�; and being �art of the M. YoaLhuni �urv�y, Abst. Nc�. 1�42 a�id also bei�g part of a tr-act of Pand as conveyed frorn Cll�rles Mi�lkey an� wife, I.inda �ulkey to Ali A1 Khafaji by deed dated Marc�a 15, � 972 �nc1 recorded in Vol. 540, Page 697 of the I3eed Records, Dentan Gounty, Texas, and more particularly descri�ed as follows: SEGINP�TII�1G at the most 5outherly Sotith��vest corner of said tract, said poiz�t als9 being the Southeast �orner of a tract of land canveyed frair� J.R. flldhani and ��ife, �attie �lcihar� to City oi I�enton, a Municipat Corporation by deed dated Aprii 30, I947 and recorded in Volume 335, Page 474 of the Deeel Records, I�enton County, Texas, sai� point lying South 8b° 34' East a distance cf 100 feet East of the intersectiot� of th; East RaW line of lYlockingbird Lane and the Narth RO��V of 1VIcKinney Street tF1VI Roaci Na 426}; 'T�ENCE North 1° 53` E. ale�ng the most Southerly V�Iest boundar_y line of said tract, same l�eizlg th� Eas± boundar_y line af above mention�s3 Cit� �ract a distance af 175.2 feet to a point far a corner same being an inner cor«er of said tract, said pQini also being the Northeast eorner of said City tract; THENCE South 83° 34' E.I75.2 feei Nortli �f and parallel with the mast Sautkerl_y Sauth boundary �in� of said tract a distance af 182 feet to a�aint for a corner; THENCE 5outh 1° 53' W. 1$2 feet East of a parallel vvith tl�e most Southerly West boun�ary line oi said tract a distance of 175.2 feet to a point for a cornei• ?n the a�ost Southerly �outh bounciary line of said traet, same being a pc��nt in tlie Noi�th righi of way line of IVIcI�imle�I Street (FM Road No. 425); THENCE Nor±l� 83° 34° W. along the rnost Southerly South boui�dary line of said tract, same bein� tl�e North ROVrT line of IYTcKini�ey Street {FM Road No. 425) a distance of 182.0 feet to the PLACE OF PEG�NNING and containing 31,886.44 sc�uare f�et of land, more or less. 23