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2014-210 %(+$1$%$1$-"$%.1, 2014210 AdditionalFileExists AdditionalFileContainsRecordsNotPublic,AccordingtothePublicRecordsAct Other %(+$2#§º«(´¯º¯§²¹ OrdinanceauthorizingWrittenNoticeofTerminationofContractof SaleKOrdinanceNo.201500601/06/15JR s:\legal\our documents\ordinances\14\cooke-walters ordinance.doc ORDINANCE NO. 2014-210 AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT OF SALE, BY AND BETWEEN THE CITY OF DENTON, TEXAS ("CITY"), AS BUYER, AND EVERETT F. COOK AND JOY L. WALTERS (THE "OWNER"), AS SELLER, TO ACQUIRE FEE SIMPLE TO A 5.89 ACRE TRACT SITUATED IN THE T. TOBY SURVEY, ABSTRACT NO. 1285, LOCATED 1N THE CITY OF DENTON, DENTON COUNTY, TEXAS; FOR THE PURCHASE PRICE OF SIX HUNDRED TWO THOUSAND NINE HUNDRED THIRTY FIVE DOLLARS AND NO CENTS ($602,935.00), �1ND OTHER CONSIDERATION, AS PRESCRIBED 1N THE CONTRACT OF SALE (THE "AGREEMENT"), AS ATTACHED HERETO AND MADE A PART HEREOF AS EXHIBIT "A"; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE 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 Agreement, 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 $602,935.00, as prescribed in the Agreement; and (ii) any other documents necessary for closing the transactions contemplated by the Agreement; and (b) to make expenditures in accordance with the terms of the Agreement. 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 �, 2014. .�, _ _.�..... CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY : AZ�I; ANITA BURGESS, CITY ATTORNEY By. � ,,�'�� ,�� - , ��,.,� _ �,f.,....� ��"� Page 2 1 � I , 1 1 1 : 1 '' � � � You, as owrrER oF TxE rROrERTY (AS vEFiNEn BELOw>, xavE TxE RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT GA ING THE CITY OF DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KEEP THE OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AG EMENT IS SUBJECT TO CHAPTER 552, GOVE MENT CODE. This Contract of Sale (the ``C'�nti-��i.�'� i� ri��i� fihis �� t` , _, 2014, effective as of the date of ��i�c�� l��r.�c�S` l�y �3�ty��, �� ciefi�� 1��ir� �, "Effective Date"), by and between Everett F. Cook and Joy L. Walters (referred l��r� as "Seller") (referred to herein as "Seller") and the City of Denton, Texas, a Home Rule Municipal Corporation of Denton County, Texas (referred to herein as "Buyer") ; �• - WHEREAS, Seller owns that certain tract of land being more particularl.y described on Exhibit 66 q 99' attached hereto and made a part hereof for all purposes, being located in Denton �� County, Texas (the "Land"); and WHEREAS, Seller desires to sell to Buyer, and Buyer desires to buy from Seller, the Land, together with any and all rights or interests of Seller in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances to the Land, but expressly excluding all of the oil, gas, and other minerals in, on, or under the Land which are hereby reserved unto Seller as more particularly set forth below (collectively, the "Property"). ,. ;� �,�� . For the consideration hereinafter set forth, 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 limitation of such reservation made herein, shall reserve, for themselves and itself, their heirs, devisees, successors and assigns, all oil, gas and other minerals in, on and under and that may be produced from the Property. Seller, their heirs, devisees, successors and assigns shall not have the right to use or access the surface of the Property, in any CONTRACT OF SALE Page 1 way, manner or form, in connection with or related to the reserved oil, gas, and other minerals and/or related to exploration and/or production of the oil, gas and other minerals reserved herein, including without limitation, use or access of the surface of the Property for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks br tank batteries, pipelin'es, roads, electricity or ether utility infrastructure, and/or for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved oil, gas and other minerals, and/or related to the exploration or production of same. As used herein, the term "minerals" shall include oil, gas and all associated hydrocarbons, and shall exclude (i) all substances that any reasonable extraction, mining or other exploration and/or production method, operation, process or procedure would consume, deplete or destroy the surface of the Property; and (ii) 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 "minerals" as utilized herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). As used herein, the term "surface of the Property" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. It is understood that the Property, or a portion thereof, may be subject to an existing oil and gas lease and that such oil and gas lease, to the extent it is valid and subsisting, shall not be subject to such surface use prohibitions, to the extent provided by law. However, (i) such oil and gas lease shall be considered a Permitted Exception, as defined below; and (ii) nothing contained herein shall be deemed as recognizing the validity or subsistence of such lease and/or operate as a revivor thereof. ,. , . � ,� , � 2.01 Purchase Price. The Purchase Price to be paid to Seller for the Property is the sum of Six Hundred and Two Thousand Nine Hundred and Thirty Five Dollars and No/100 ($602,935.00) (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, Denton, TX 76205 (the "Title Company"), as escrow agent, within fourteen (14) calendar days after the Effective Date hereof. 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 consumrnated 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 ac.crued thereon, shall be disposed of by the Title Company as CONTRACT OF SALE Page 2 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 lienefit of Seller, a check in the amount of One Thousand and No/100 Dollars (the "Independent 'Contract Consideration"), which amount 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. ,. 1 ' 3.01 Title Commitment. (a) Within twenty (20) calendar days after the Effective Date, Buyer 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. (b) Along with the Title Commitment, Buyer 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. (c) Within seven (7) days of Buyer's receipt of the Title Commitment and Exception Documents, Buyer (or the Title Company on behalf of Buyer) shall provide the Seller with true and correct copies of the Title Commitment and Exception Documents. 3.02 Survey. Within sixty (60) calendar days after the Effective Date, Buyer 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, 6a, 7a, 8, 11,13,16, 18, and 19 of Table A of the ALTA Minimum Standard Detail Requirements. The Survey shall describe the size of the Property, in acres, and contain a rnetes and bounds description the�eof. Seller shall furnish or cause to be furnished any affidavits, certificates, assurances, and/or resolutions as required by the Title Company in order CONTRACT OF SALE Page 3 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 Property, 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 Property to be either larger or smaller than that depicted in Exhibit "A", attached hereto. Within seven (7) days of Buyer's receipt of the Survey, Buyer (or the Title Company on behalf of Buyer) shall provide the Seller with a true and correct copy of the Survey. 3.03 PermYtted Exceptions. Any and all liens, mortgages, security interests, encumbrances, pledges, assignments, claims, charges, leases (surface, space, mineral, or otherwise), conditions, restrictions, options, severed rnineral or royalty interests, conditional sales contracts, riglits of first refusal, restrictive covenants, exceptions, easements (temporary or permanent), roads, streets, rights-of-way, encroachments, water courses, 100 year flood plain, fences and improvements and structures of any kind, or any other outstanding claims, interests, estates or equities of any nature shown on the Commitment and/or Survey as of the expiration of the Absolute Review Period (as defined below) shall constitute "Permitted Exceptions" to the conveyance and warranty of title in the deed to be executed by Seller to Buyer at Closing. In the event that the Buyer fails to obtain either a Commitment or Survey, in lieu of using the Permitted Exceptions as exceptions to conveyance and warranty of title in the deed, the parties agree that Form 12-8-1, Broad Exceptions, of the State Bar of Texas Real Estate Forms Manual shall be used as the exceptions to conveyance and warranty of title in the deed. ,. . . � . �� . 4.01 Review Period. Any term or provision of this 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 commencing with the Effective Date of this Contract and ending one hundred and eighty (180) calendar days thereafter (the "Absolute Review Period"), based on such title examination, survey review, appraisals, tests, examinations, studies, investigations and inspections of the Property the Buyer deems necessary or desirable, including but not limited to studies or inspections to determine the existence of any environmental 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; provided, however, Buyer shall not allow and shall have an affirmative duty to take all action necessary to protect and defend the Seller and the Property from and against mechanic's liens or other claims that may be filed on or asserted against the Seller or Property by contractors, subcontractors, or materialmen performing such work for Buyer and from all liabilities, claims, demands, or costs (including reasonable attorney's fees) made by reason of Purchaser's inspections, tests, and investigations. The foregoing covenant and agreement shall survive the closing of the sale contemplated by this Contract and/or the termination of this Contract. If Buyer determines, in its sole judgment, that CONTRACT OF SALE Page 4 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 Money will be returned to Buyer, less the independent consideration, and except as otherwise provided for in this Contract, 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 copies of any and all reports and studies obtained by Buyer during the Absolute Review Period. ,. . �. � •• � 1 . • 5.01 Representations of Seller. Seller represents to Buyer as of the Effective Date and as of the Closing Date, except where specific reference is made to another date, that: (a) f�) (c) (d) INTENTIONALLY DELETED. There are no adverse or other parties in possession of the Property or any part thereof, and no party has been granted any license, lease or other right related to the use or possession of the Property, or any part thereof, except those described in the Leases, as defined in Article V, Section 5.02(a). INTENTIONALLY DELETED. 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) Except as otherwise may be disclosed in writing to the Buyer during the executory period of this Contract, the Seller has not received notice by written document, fax transmittal, or email of any pending or threatened judicial or administrative action, or any action pending or threatened by adjacent landowners or other persons against or affecting the Property. (f� INTENTIONALLY DELETED. (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, except a 6% real estate commission to Newland Real Estate, Pat Burns, Listing Agent. Seller is responsible for payment of the real estate commission. (h) All Leases, as defined in Article V, Section 5.02(a), shal terminated and any and all tenants or parties occupying i Leases shall have permanently abandoned and vacated the have expired or otherwise ie Property pursuant to the Property, including without CONTRACT OF SALE Page 5 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) Except for those matters which would have been or will be disclosed by the Commitment, Exception Documents, or Survey, within twenty (20) 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 the following information: (a) Parties to the lease, agreement, and/or license; (b) description of the property subject to the lease, agreement, and/or license; (c) length of tenancy, agreement, and/or license; (d) consideration being paid for the tenancy, agreement, and/or (e) the termination date of the lease, agreement, and/or license or if terminable at will or upon a specified prior notice, 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, 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 the Seller's receipt of any notice received by written document, fax transmission, or email of any litigation, arbitration, or administrative hearing, or claims related thereto, concerning or affecting 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, which will not be terminated, released, or discharged on or before Closing. (�) 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, CONTRACT OP SALE Page 6 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 so long as such liens or claims exist by, through, or under Seller, and are not Permitted Exceptions. (d) As long as Seller is not required to perform any affirmative act (other than signing any authorization or application), incur any cost or expense, or otherwise approve of a final plat, final zoning change, or other authorization which becomes final at or prior to Closing, Seller shall execute necessary preliminary authorizations provided by the City to the Seller required for any City initiated permitting, planning or zoning applications during the executory contract period, involving the Property. Notwithstanding anything to the contrary set forth herein, prior to executing any such authorizations or applications, the City shall be required to submit to the Seller in writing the authorization or application form in accordance with this provision and shall further provide a written explanation of the particular necessity for such authorization or application. 5.03 Warranty of Buyer; Waiver of Reliance; and 66AS IS" 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 set forth in the deed concerning Seller's special warranty of title, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, STATUTORY, OR IMPLIED, AS TO THE VALUE, QUALITY, QUANTITY, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY AND/OR MATERIALS CONTAINED OR LOCATED 1N, ON OR UNDER THE PROPERTY, THE NATURE OF THE PAST OR HISTORIC USE OF THE PROPERTY, AND/OR MERCHANTABILITY, SUTTIBILITY OR FITNESS FOR PURPOSE OR USE, OR HABITABILITY OF ANY OF THE PROPERTY OR THAT ANY IMPROVEMENTS HAVE BEEN CONSTRUCTED IN A GOOD AND WORKMANLIKE MANNER. Except as otherwise specifically set forth in the deed concerning Seller's special warranty of title, 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 and it is not relying in whole or in part upon any oral or written statements made or information or documentation provided by, or upon any warranty or representation (either express or implied) of any type or nature furnished by Seller, Seller's representatives, Seller's agents, Seller's Brokers or Real Estate Salespersons, Seller's employees, Seller's attorneys, Seller's partners, any director, shareholder, or officer of Seller, Seller's affiliates, or any of Seller's predecessors in interest, successors and/or assigns, regarding the Property or any portion thereof. 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 cause, claim or action against Seller. Buyer -- __ CONTRACT OF SALE Page 7 acknowledges that it is being given and on the Closing Date has had a reasonable period of time prior thereto to inspect, determine and evaluate whether Buyer wishes to close the purchase of the Property wihtout any warranty, representation, or inducement on the part of the Seller whatsoever, except as otherwise specifically set forth in the deed concerning Seller's special warranty of title. � ' ' WAIVER OF CONSUMER RIGHTS: Buyer hereby represents that it is represented by legal counsel in purchasing the Property from the Seller, and that the Buyer hereby expressly waives all of its rights under the Deceptive Trade Practices-Consumer Protection Act, Section 17.41 et seq., Texas Business and Commerce Code, a law that gives consumers specific rights and protections. Following a consultation with an attorney of the Buyer's own selection, the Buyer hereby voluntarily consents to this waiver as evidenced by the signature of Buyer below. It is acknowledged by both the Seller and the Buyer that in addition to the foregoing, it is the intent of this agreement to release the Seller from any and all responsibility for the design, construction, repair, or maintenance of improvements located on the Property. After Closing it is the intent of the Buyer to completely demolish and destroy and of the dwelling improvements located on the Property and represents that any dwellings or other improvements located on the Property have a zero, if not negative value to the Buyer, and that no part of the consideration is being paid for any such improvements. This Section shall survive the closing or earlier termination of this Contract and shall not be merged into the deed at Closing. 5.04 Survival Beyond Closing. Notwithstanding anything to the contraxy contained in this Contract, all representations, warranties, covenants and agreements of Seller and Buyer contained 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). ARTICLE VI CONDITIONS PRECEDENT TO PERFORMANCE 6.01 Performance of Obligations. (a) Buyer is not obligated to perform under this Contract unless: (i) Seller has performed, furnished, or caused to be furnished to Buyer all items required to be so performed or furnished under other sections of this Contract; and (ii) "Cook-McDuff' as the seller in the contract of even date with the Buyer, as the buyer thereunder, for the sale of real property on the "Cook-McDuff' property, immediately adjacent to the Property has performed, furnished, or caused to be furnished to Buyer all items required to be so performed or furnished under that contract, and is prepared to close that transaction simultaneously with this one. CONTRACT OF SALE Page 8 (b) Seller is not obligated to perform under this Contract unless: (i) Buyer has performed, furnished, or caused to be furnished to Seller all items required to be performed or furnished under other sections of this Contract; and (ii) The Buyer, as the buyer under the contract of even date with "Cook-Walters" as seller thereunder, for the sale of real property on the "Cook-Walters" property, immediately adjacent to the Property has performed, furnished, or caused to be furnished to Seller all items required to be so performed or furnished under that contract, and is prepared to close that transaction simultaneously with this one. 6.02 Breach of Representations, Warranties, Covenants and Agreements. Buyer is not obligated to perform under this Contract unless all representations, covenants and agreements of Seller contained in this Contract are true and correct or have been performed, as applicable, as of the Closing Date, except where specific reference is made to another date. Seller is not obligated to perform under this Contract unless all representations, covenants and agreements of Buyer contained in this Contract are true and correct or have been performed, as applicable, as of the Closing Date, except where specific reference is made to another date. 6.03 Adverse Change. Buyer is not obligated to perform 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 Buyer. 6.04 Review Perrod. Buyer is not obligated to perform under this Contract if Buyer delivers timely notice to Seller pursuant to Article IV, Section 4.01 that Buyer has determined that the Property is unsuitable to or for Buyer's purposes. 6.05 Right to Waive Conditions Precedent. Notwithstanding anything contained in this Contract to the contrary, Buyer or Seller may elect to waive any of the conditions precedent to the performance of its respective obligations under this Contract by closing on this transaction anytime on or before the Closing Date. 6.06 Termination ff Conditions Precedent Not Satisfied or Waived. If any of the conditions precedent to the performance of Buyer's or Seller's obligations under this Contract have not been satisfied, then the other party may, by giving written notice to non-satisfying party, terminate this Contract. On termination, the Earnest Money shall be immediately returned or released by the Title Company less the Independent Consideration. Each party shall, on proper written request from the other, promptly issue the instructions necessary to instruct the Title Company to return or release the Earnest Money, less the Independent Consideration, and, thereafter, except as otherwise provided in this Contract, Buyer and Seller shall have no further obligations under this Contract, one to the other. , ;• � CONTRACT OF SALE Page 9 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 thirty (30) calendar days after the end of the Absolute Review Period, unless otherwise mutually agreed upon by Buyer and Seller. � � � 7.02 Items to be Delivered at the Closing. (a) Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer or the Title Company, at the expense of the party designated herein, the following items: (i) The Special Warranty Deed which includes the surface waiver in the forrn as attached hereto as Exhibit "B", subject only to the Permitted Exceptions, if any, duly executed by Seller and acknowledged; and (ii) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing; provided that Seller shall be under no duty to make any covenants, warranties, representations, or agreements to the Buyer or Title Company which are not expressly set out herein. (b) Bu er. At the Closing, Buyer shall deliver to Seller or the Title Company, the following items: (i) The sum required by Article II, Section 2.01, less the Earnest Money in the form of a check or cashier's check or other immediately available funds; (ii) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing; provided that Buyer shall be under no duty to make any covenants, warranties, representations, or agreements to the Seller or Title Company which are not expressly set out herein. 7.03 Adjustments at Closing. 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 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 amount of taxes to be paid by each party with the result that Seller shall pay for those taxes attributable to the period of time prior to the Closing Date. If the conveyance contemplated by this Agreement or the use of the Property by the Buyer after the Closing results in the assessment of additional __ CONTRACT OF SALE Page 10 taxes, penalties or interest (the "Rollback Assessments") for periods prior to Closing, Seller shall not be responsible for the Rollback Assessments. If Rollback Assessments are or become due as a result of any activity, use, non-use or any other matter occurring prior to Closing, or from the denial of a special use valuation of the Property for periods ' p'rior to Closing, Seller sfiall be responsible for tlie Rollback Assessments: Without limiting the general nature of Section 5.03 herein, the obligations contained herein shall survive Closing and shall not be merged with the Special Warranty Deed for a period of one (1) year following the Closing Date at which time the proration shall become absolute, unless either party has notified the other in writing of the proposed readjustment. 7.04 Possession at Closing. Possession of the Property shall be delivered to Buyer at Closing following the funding of the net sales proceeds due to Seller in accordance with this Contract. 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 expressly identified herein as being the responsibility of Seller. Buyer is responsible for paying all other fees, costs and expenses related to Closing. � ' � D � 1 '! 1 '+ D 1 8.01 Seller's Defaults and Buyer's Remedies. (a) Seller's Defaults. Seller is in default under this Contract on the occurrence of any one or more of the following events: (i) Any of Seller's representations contained in this Contract are untrue on the Closing Date; or (ii) Seller fails to meet, comply with or perform any covenant, agreement, condition precedent or obligation on Seller's part required within the time limits and in the 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 reason other than a default by Buyer or termination of this Contract by Buyer pursuant to the terms hereof prior to Closing. (b) Buyer's Remedies. If Seller is in default under this Contract, Buyer as Buyer's remedies for the default, may, at Buyer's sole option, do either one of the following mutually exclusive remedies: (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 less the Independent CONT CT OF SALE Page 11 Consideration, and Seller shall, promptly on written request from Buyer, execute and deliver any documents necessary to cause the Title Company to return to Buyer the Earnest Money; or (ii) � Enforce specific performance of this Contract against Sellex, requiring Seller to convey the Property to Buyer subject to no liens, encumbrances, exceptions, and conditions other than those shown on the Title Commitment and Survey as of the expiration of the Absolute Review Period (or if no Title Commitment or Survey was obtained, then in accordance with Form 12-8-1, Broad Exceptions, of the State Bar of Texas Real Estate Forms Manual), whereupon Buyer shall waive title objections, if any, and accept such title without reduction in Purchase Price on account of title defects. 8.02 Buyer's Default and Seller's Remedies. (a) Buyer's Default. Buyer is in default under this Contract (i) Any of Buyer's representations contained in this Contract are untrue on the Closing Date; or. (ii) Buyer fails to meet, comply with or perform any covenant, agreement, condition precedent or obligation on Buyer's part required within the time limits and in the manner required in this Contract; or (iii) Buyer fails to deliver at Closing, the items specified in Article 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) Seller'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 mutually exclusive remedies: (i) Terminate this Contract by written notice delivered to Buyer in which event the Seller shall be entitled to a release of the Eamest Money and the Independent Consideration, 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 and Independent Consideration; or (ii) Enforce specific performance of this Contract against Buyer requiring Seller to convey the Property to Buyer subject to no liens, encumbrances, exceptions, and conditions other than those shown on the Title Cornmitment and Survey as of the expiration of the Absolute Review Period (or if no Title Commitment or Survey was obtained, then in accordance with Form 12-8-1, Broad Exceptions, of the State Bar of Texas Real Estate Forms Manual). —...,_ _____ CONT CT OF SALE Page 12 � ! � 9.01 Notice. All notices, demands, requests, and other communications required hereunder shall be in writing, delivered, unless exp'ressly 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 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: Everett F. Cook Joy L. Walters c/o Seller's Attorney below Copies to: For Seller: R. Scott Alagood Alagood & Cartwright, PC 1710 Westminster Denton, Texas 76205 FaxTelecopy: (940) 891-0003 : j'/�_� City of Denton Paul Williamson Real Estate and Capital Support 901-A Texas Street Denton, Texas 76209 Telecopy: (940) 349-895 ] For Buver: Larry Collister, Deputy 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 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 1N, AND THE EXCLUSIVE VENUE FOR ANY ACTION BROUGHT WITH RESPECT HERETO, SHALL LIE IN DENTON COUNTY, TEXAS. 9.03 Entirety and Amendments. This Contract embodies the 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. Notwithstanding anything to the contrary set forth herein, if a memorandum of Contract is filed in the Real Property Records of Denton County, Texas, in the event of any termination of this CONTRACT OF SALE Page 13 Contract by either party hereto, and as an express precondition of the Buyer's rights of termination hereunder, the Buyer shall execute and file in the Real Property Records of Denton County, Texas, a Release of inemorandum of Contract in a form acceptable to the Seller. 9.05 Risk of Loss. If any condemnation'or any eminent domain proceedings are threatened or initiated by an entity or party other than Buyer that might result in the taking of any portion of the Property, Buyer may, at Buyer's option, do either one of the following mutually exclusive remedies: (a) Terminate this Contract and withdraw from this transaction without cost, obligation or liability, in which case the Earnest Money shall be immediately returned to Buyer less the Independent Consideration; or (b) Consummate this Contract, in which case Buyer, with respect to the Property, shall be entitled to receive in the case of eminent domain, all proceeds paid for the Property related to the eminent domain proceedings. It is expressly agreed between the parties that the risk of loss relating to any dwelling or improvements located on the Property shall lie with the Buyer, and that the proceeds of any insurance for a casualty loss occurring on or before the Closing Date shall remain the property of the Seller. Both parties agree that any damages to the improvements located on the Property, regardless of extent, shall not constitute a material part of the Property for purposes of Section 5.007 of the Texas Property Code. 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 Buyer, Seller and Buyer agree to perforrn, 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 necessary to consummate this transaction in accordance with the express terms of this Contract. 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 tirne is of the essence with respect to this Contract. 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. 9.09 Delegation of Authority. Authority to take any actions that are to be, or may be, taken 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 P.S. Arora, Wastewater Engineer of Buyer, or his designee. . r.._ _ �.._.._�.._ _._.....�__... __ �... CONT CT OF SALE Page 14 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. 9.11 Business Days. If the Closing Date or the day of perfozmance 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. 9.12 §1031 EXCHANGE. It is the Seller's intent to possibly effectuate an exchange under § 1031 of the Internal Revenue Code. In the event the Seller decides to effectuate a§ 1031 exchange, Buyer agrees to cooperate with the Seller in effecting such an exchange, including revising certain portions of this Contract as they relate to the receipt of the proceeds from this sale and the timing of the Closing Date. 9.13 ASSIGNMENT. Except as otherwise provided for herein, Buyer rnay NOT assign this Contract or any obligations or rights hereunder without the express written consent of the Seller which may be withheld in its sole and complete discretion. 9.14 NOTICE REGARDING POSSIBLE LIABILITY FOR ADDITIONAL TAXES. If for the current ad valorem tax year the taxable value of the land that is the subject of this contract is determined by a special appraisal method that allows for appraisal of the land at less than its market value, the person to whom the land is transferred may not be allowed to qualify the land for that special appraisal in a subsequent tax year and the land may then be appraised at its full market value. In addition, the transfer of the land or a subsequent change in the use of the land may result in the imposition of an additional tax plus interest as a penalty for the transfer or the change in the use of the land. The taxable value of the current land and the applicable method of appraisal for the current tax year is public information and may be obtained from the tax appraisal district established for the county in which the land is located. 9.15 NOTICE REGARDING POSSIBLE ANNEXATION. If the property that is the subject of this contract is located outside the limits of a municipality, the property may now or later be included in the extraterritorial jurisdiction of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains,a map that depicts its boundaries and extraterritorial jurisdiction. To determine if the property is located within a municipality's extraterritorial jurisdiction or is likely to be located within a municipality's extraterritorial jurisdiction, contact all municipalities located in the general proximity for further information. 9.16 SECTION 13.257 OF THE TEXAS WATER CODE NOTICE. Buyer, the real property that you are about to purchase may be located in a certificated water or sewer service area, which is authorized by law to provide water or sewer service to the properties in the certificated area. If the property is located in a certificated area there may be special costs or charges that you will be required to pay before you can receive water or sewer service. There may be a period required to construct lines or other facilities necessary to provide water or sewer service to the property. You are advised to determine if the property is in a certificated area and contact the utility service provider to determine the cost that you will be required to pay and the period, if any, that is required to provide water or sewer service to the property. The undersigned �..._ ....w.... - �..��..._. ... �. ..� .. CONTRACT OF SALE Page 15 Buyer hereby acknowledges receipt of the foregoing notice at or before the execution of a binding contract for the purchase of the real property or at closing of the purchase of the real property. 9.1i BACKUP CONTRACT. Notwithstanding anything to the, contrary set forth herein, so long as Seller makes another Contract expressly subject to the termination of this Contract, Seller may continue to market the Property and receive backup offers during the executory period of this Contract. 9.18 FIXTURES, APPLIANCES, AND IMPROVEMENTS. Buyer further acknowledges, agrees, and represents that the Buyer is a governmental entity and is purchasing the Property for the purpose of development, and the existing improvements, dwellings, and other structures located on the Property on the Effective Date contain no value or a negative value to the Buyer. Buyer acknowledges, agrees, and represents that no part of the Sales Price hereunder is being paid for the improvements, dwellings, or other structures located on the Property, and the Buyer intends to destroy and/or demolish them following Closing. Therefore, Seller is entitled, at or prior to their vacancy of the Property, to remove any and all appliances, fixtures, or improvements from the Property, whether or not such removal shall cause damage to the remaining improvements or real property, without being liable to the Buyer for waste, conversion, or a breach of this Contract. Furthermore, Buyer agrees that §5.008 of the Texas Property Code is not applicable to this transaction, and to the extent that it is applicable to this transaction. SELLER: �. __�� ._�. � .w.. �� vc.i°c�i F. Cook — ._a _ �.... � u....N. Joy i_ � �t�;r�� - y ,� % �day c��° �_.��./ %� .�.. _._ 2014. Executed b Seller on the •� CONT CT OF SALE Page 16 . ' CITY OF DENTON � ..��° ��R�� r� ��,�- � ��,� � B3'� -� �``��-�"�'"� . m., �,..�.m�.� �. -�.� . . _- GEORGE �`. CAMPBELL, CI Y MANAGER Executed by Buyer on the �� day of .__ 2014. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPRO�T`l� AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY � �,� � � _ ° �.,� a .� � � � �r �� w� BY: _� � � � _—� � , � _.......� � ��;" � � ��; CONT CT OF SALE Page 17 . � � . �' � �, . By its execution below, Title Company acknowledges receipt of an executed copy of this Contract. Title Campany 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 S. Loop 288 Denton, Texas 76205 : Printed Name: Title: Contract receipt date: , 2014 CONT CT OF SALE Page 18 : r i; i � 1 � : : � �' � . . � All that certain tract or parcel of land situated in Denton County, Texas and being part of the T. Toby Survey, Abstract No. 1285 and being more particularly described as follows: Beginning at the southwest corner of fa 41.629 acre tract conveyed to the City of Denton by J. Newton Rayzor at an iron pm being in the East line of tlle paved county road FM #1 515, Airport Road; 'I"i��,�A�� T�cart�� [`i7 1)��i��.s ?�I' L�q�t ri �iista��c�, €�f 15() l�c�t t� �tn iron pin for c��-i��.r-; ��I��a��c: ��ar�i� G1� 1��.�„r��'S��' �.�� ti�t��r�€.c r�!`�� (�� lr� ��n iron pm for �c�t•��r; Tl�c:i�� t�i�t 7� f:��,t`�:,�:s ;?� k,��t a c�i�;lsrnc;� c�f` 1 r�7 f��i i�a r�n iron pin for �u��ne��e 'f't�� ik1� �}4� [��.��,�s ��" ��1" ��'c�t �a t�ist�t�cu t�i' 1� 1�'��t to an iron pit� f�� c�t��N�er; '1'i�e��c� Nc�a-t1� ��3 L)e�>�e�,� ��' S{)" 's�Jc�t �Ic��i� � fis�c:� fi�� distanee of 77�S.7C� �ec�t to an iron stake for corner ir� i�.r��.c �lc�� L;n;�t �id� c��'�€��ratv ��s�ci, "l lt��;c: N�sJ�i1� ? L`�c��°c�s 1�` i�v'��i �a c�i�t�t��c� c�f° �(l�� t��:t to an iron pin; `I"i�c�'��;e ��a��d'1� ?� I,��;3�� t�� W�*.st � c�is��r��c;:c �s� lt7(� feet to the Place of Beginning containing 5.89 acres, t��a.� ��, ic��, CONTRACT OF SALE Page i 4 EXHIBIT "B" TO CONTRACT OF SALE NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION 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 NUMSER. SPECIAL WARRANTY DEED STATE OF TEXAS § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS That Everett F. Cook and Joy L. Walters (herein called "Grantor"), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid by the City of Denton, Texas, a Texas Home Rule Municipal Corporation (herein called "Grantee"), 215 E. McKinney, Denton, Texas 76201, the receipt and sufficiency of which are hereby acknowledged and confessed, and subject to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty set forth below, has GRANTED, SOLD and CONVCYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee all the real property in Denton County, Texas being particularly described on Exhibit "A", attached hereto and made a part hereof for all purposes, and being located in Denton County, Texas, together with any and all rights or interests of Grantor in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances thereto (collectively, the "Property"). Notwithstanding the foregoing grant of conveyance, Grantor, subject to the limitation of such reservation made herein, reserves, for herself, her devisees, heirs, CONTRACT OF SALE Page 20 successors and assigns, all oil, gas, and other minerals in, on and under, and that may be produced from the Property (herein "Reservation from Conveyance"). Grantor, her devisees, heirs, successors and assigns shall not have the right to use or acces$ the surface of the Property, in any way, manner or form, in connection with or related to the reserved oil, gas, and other minerals and/or related to exploration and/or production of the oil, gas, and other minerals reserved herein, including without limitation, use or access of the surface of the Property for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, and/or for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved oil, gas, and other minerals, and/or related to the exploration or production of same. As used herein, the term "Minerals" shall include oil, gas, and all associated hydrocarbons, and shall exclude (i) all substances that any reasonable extraction, mining or other exploration and/or production method, operation, process or procedure would consume, deplete or destroy the surface of the Property; and (ii) all substances which are at or near the surface of the Property. Nothing herein shall be construed to prohibit the production of the reserved oil, gas, and other minerals and/or the pooling of the reserved mineral estate with other lands, so long as all surface operations are located entirely on lands other than the Property. As used herein, the term "surface of the Property" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. Exceptions to Conveyance and Warranty: See Exhibit "B" attached hereto and made a part hereof for all purposes. Grantor hereby assigns to Grantee, without recourse, warranty, or representat�on, .... �_..��.....__ CONTRACT OF SALE Page 2 3 any and all claims and causes of action that Grantor may have for or related to any defects in, or injury to, the Property existing on the date of this deed, unless expressly reserved herein or in the Contract of Sale between Grantor and Grantee. 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, except as to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty. EXECUTED the day of , 2014. Everett F. Cook Joy L. Walters CONTRACT OF SALE Page 22 � 1 �, THE STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on Everett F. Cook. . � ' 1 THE STATE OF TEXAS § COUNTY OF DENTON § Notary Public, State of Texas My commission expires: �_ This instrurnent was acknowledged before me on Joy L. Walters. Upon Filing Return To: The City of Denton-Engineering Attn: Paul Williamson 901-A Texas Street Denton, TX 76209 Notary Public, State of Texas My commission expires: � 2014 by 2014 by Property Tax Bills To: City of Denton Finance Department 215 E. McKinney Street Denton, Texas 76201 _ ,...,�_. _ _ CONTRACT OF SALE Page 23 Exhibit "A" To Special Warranty Deed Legal Description METES 8L BOUNDS DESCRIPTION All that certain tract or parce] of land situated in Denton County, Texas and being part of the T. Toby Survey, Abstract No. 1285 and being more particularly described as follows: Beginning at the southwest corner of fa 41.629 acre tract conveyed to the City of Denton by J. Newton Rayzor at an iron pin being in the East line of the paved county road FM #1515, Airport Road; �!`I�c��r;� �lcae-I�� i ,�c��°��s 24' �;�asl � ��i�t<ti��e c�#° I �I� feet to ar� ir�rr� ��ia� �`c�r �c�rr��.r; ']'I�cnce ��c�tl� GU �J��'e�s 5�� :�i�;t =� ��isi�aa,c�. c��J �"c}et to ai� is°�n �?�tt �`c�� e��°�s��`; "1°��e��. S��stl� 7� L�e�r�e�s �#�' �:�.<tsi � t�isiar7�e af 137 �`�et to an irc�i� �rr� ic�r c�srr��°, 'l'��crsc�. 5c��ri1� f#f� f��;r°��4 ��' ��" W�si � c�i:�1�n�� aC 181 feet �� wr�c�i� �,i�� I`t�a's�c�►�a°��r; '1`}�er�c� 1�csrila ��3 L]e�r�;�s 4�' :�fl" VV��t �lar� a�ersc� line a�i�t��re.� e�i 77G.7� �`��t to an iron stake for cca�-��e�� f��cc �l��n� �;:asl s��3� t�fc�i�ni�r �'��a��c� �I`her�ce %�caii�� `� X��rc�;ti 1�' W��i � c3isi��n�� 1 3�]tl feet to an iron pin; '�'hesa�:� k'�r��'YI� �� L]u�r��s �It)' W`��i �� c�i�ic��c�. �a�a 100 feet to the Place of Beginning containing 5.89 :��rc�, rr��src csr IL��. CONTRACT OF SALE Page 24 Exhibit "B" To Special Warranty Deed "Exceptions to Conveyance and Warranty" [Insert Permitted Exceptions here];