2015-015ORDINANCE NO. 2015 -015
AN ORDINANCE AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO
EXECUTE A PURCHASE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS
( "CITY "), AS BUYER, AND RICHARD WOODS ( "OWNER "), AS SELLER, TO ACQUIRE
FEE TITLE TO A 2.112 ACRE TRACT SITUATED IN THE ALEXANDER HILL SURVEY,
ABSTRACT NO. 623, LOCATED IN THE CITY OF DENTON, DENTON COUNTY,
TEXAS, AND MORE PARTICULARLY DESCRIBED ON EXHIBIT "A" AND LOCATED
GENERALLY IN THE 1200 BLOCK OF S. LOCUST ST. ( "PROPERTY INTEREST ") FOR
THE PURCHASE PRICE OF FIVE HUNDRED SEVENTY FIVE THOUSAND DOLLARS
AND NO CENTS ($575,000.00), AND OTHER CONSIDERATION, AS PRESCRIBED IN
THE PURCHASE AGREEMENT (THE "AGREEMENT "); AUTHORIZING THE
EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Denton ( "City ") made a bona fide offer to Richard Woods
( "Owner ") to purchase the Property Interest;
WHEREAS, the Owner has made a counteroffer to the offer of the City;
WHEREAS, the City is amenable to the counteroffer, and finds that it is in the best
interest to agree to same; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager, or his designee, is authorized (a) to execute on behalf
of the City (i) the Purchase Agreement, between the City and Owner, in the form attached hereto
and made a part hereof as Exhibit "A ", with a purchase price of $575,000.00 and other
consideration, plus costs and expenses, all as prescribed in the Purchase Agreement; and (ii) any
other documents necessary for closing the transaction contemplated by the Purchase Agreement;
and (b) to make expenditures in accordance with the terms of the Purchase 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 -�T- day of ��.�. , 2015.
_ ....... .......
C l... WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
a
By :,.'.. p —
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By.
Ile
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
CITY OF DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR
(2) KEEP THE OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE
OFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT
CODE.
This Contract of Sale (the "Contract ") is made this day of " ° w ,
2014, effective as of the date of execution hereof by Buyer, as defined herein (the ``ffetive
Date "), by and between RICHARD WOODS (referred to herein 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 ").
RECITALS
WHEREAS, Seller owns that certain tract of land being more particularly described on
Exhibit "A" and depicted in Exhibit "B ", 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 ").
ARTICLE I
SALE OF 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 himself
and his 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 way, manner or form,
CONTRACT OF SALE Page 1
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. 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.
ARTICLE II
PURCHASE PRICE AND EARNEST MONEY
2.01 Purchase Price. The Purchase Price to be paid to Seller for the Property is the sum of
FIVE HUNDRED SEVENTY -FIVE THOUSAND AND NO /100 DOLLARS ($575,000.00) (the
"Purchase Price ").
2.02 Earnest Money. Buyer shall deposit the sum of One Thousand and No /100 Dollars
($1,000.00), 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 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 (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
CONTRACT OF SALE Page 2
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) 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 thirty (30) 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 metes and bounds description thereof. Seller shall furnish or cause to be furnished any
affidavits, certificates, assurances, and /or resolutions as required by the Title Company in order
to amend the survey exceptions. 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.
CONTRACT OF SALE Page 3
3.03 Permitted Exceptions. Any and all 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), 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.
ARTICLE IV
FEASIBILITY REVIEW PERIOD
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 at 5:00 p.m. on March 13, 2015 (the "Absolute Review Period "), based
on, but not limited to, 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 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.
CONTRACT OF SALE Page 4
ARTICLE V
REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS
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) INTENTIONALLY DELETED,.
(b) There are no adverse or other parties in possession of the Property or any part thereof,
and no party has been granted any license, lease or other right related to the use or
possession of the Property, or any part thereof, except those described in the Leases, as
defined in Article V, Section 5.02(a).
(c) INTENTIONALLY DELETED.
(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) 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.
(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) 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
CONTRACT OF SALE Page 5
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 ").
(ii) All environmental audits, soil tests and engineering and feasibility reports,
including any and all modifications, supplements, and amendments thereto, with
respect to the Property that Seller possesses or has the right to receive.
(b) From the Effective Date until the date of Closing, 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.
(c) Seller shall indemnify and hold Buyer harmless, to the extent permitted by law, from all
loss, liability, and expense, including, without limitation, reasonable attorneys' fees,
arising or incurred as a result of any liens or claims resulting from labor or materials
furnished to the Property 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
CONTRACT OF SALE Page 6
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 "AS 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 IN, ON OR UNDER THE PROPERTY, THE NATURE OF THE
PAST OR HISTORIC USE OF THE PROPERTY, AND /OR MERCHANTABILITY,
SUITIBILITY 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
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.
CONTRACT OF SALE Page 7
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 the improvements located on the Property and represents that any
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 contrary 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 with the exception
of the title commitment referenced in 3.01 (c) and the survey referenced in 3.02; and
(ii) INTENTIONALLY DELETED.
(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) INTENTIONALLY DELETED.
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
CONTRACT OF SALE Page 8
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 Period. 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 if 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.
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 on or before
March 16, 2015, 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 form as
attached hereto as Exhibit "C ", 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
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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) Buyer. 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
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
prior to Closing, Seller shall be responsible for the 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
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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.
ARTICLE VIII
DEFAULTS AND REMEDIES
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
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 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 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
CONTRACT OF SALE Page I 1
(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 Earnest 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 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).
ARTICLE IX
MISCELLANEOUS
9.01 Notice. All notices, demands, requests, and other communications required hereunder
shall be in writing, delivered, unless expressly provided otherwise in this Contract, by telephonic
facsimile, by hand delivery or by United States Mail, and shall be 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:
Richard Woods
c/o Seller's Attorney below
BUYER:
City of Denton
Paul Williamson
Real Estate and Capital Support
901 -A Texas Street
CONTRACT OF SALE Page 12
Copies to:
Fnr %-.1h-.r-
Samuel B. Burke
Alagood & Cartwright, PC
1710 Westminster
Denton, Texas 76205
FaxTelecopy: (940) 891 -0003
Denton, Texas 76209
Telecopy: (940) 349 -8951
For Buyer:
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 IN, AND THE EXCLUSIVE VENUE FOR ANY ACTION BROUGHT
WITH RESPECT HERETO, SHALL LIE IN DENTON COUNTY, TEXAS.
9.03 Entirety and Amendments. This Contract embodies the 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 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 memorandum 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.
CONTRACT OF SALE Page 13
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 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 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 time 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.
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 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.
9.12 Relocation Assistance. Relocation advisory services and relocation financial assistance,
if applicable pursuant to Ordinance 2012 -073 (the "Relocation Ordinance"),- shall be
administered as provided by the Relocation Ordinance, aside and apart from the transaction
contemplated by this Contract.
9.13 ASSIGNMENT. Except as otherwise provided for herein, Buyer may 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.
CONTRACT OF SALE Page 14
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
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.
9.17 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, but in no event no later than 120 days after Closing, to
remove any and all appliances, fixtures, or improvements from the Property, whether or not such
CONTRACT OF SALE Page 15
removal shall cause damage to the remaining improvements, 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: �
Richard Woods
Executed by Seller on the �%kday of Ali- 2015.
1 9.1 I. .
CITY OF DENTON
By: �::.. ..
4GI:� "OI aE '.AM1 "13 ELL, CITY MANAGER
Executed by Buyer on the day of � L6 -, 2015.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPIZOVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
CONTRACT OF SALE Page 16
Y:
. ........................ ...... . ....... . .......... ............ . . . ..... . .................... . .
CONTRACT OF SALE Page 17
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 S. Loop 288
Denton, Texas 76205
Printed Name:
Title:
Contract receipt date:
2015
CONTRACT OF SALE Page 18
EXHIBIT "A"
to
Contract of Sale
Legal Description
BEING a 2.112 acre tract of land situated in the Alexander Hill Survey, Abstract No. 623, City of
Denton, 'Denton County, Texas, and being known as that tract of land described in a Deed to
Richard Woods, as recorded in Document No. 94- 042494 of the Real Property Records of
Denton County, Texas, and being more particularly described as follows:
BEGINNING at a 1/2 inch iron rod with cap stamped "RPLS 4561" found for the Northwest corner
of the above cited Woods tract and the Northeast corner of Lot 1, Block A of Myrtle Street
Warehouse Addition, as recorded in Document No. 2014 -166 of the Plat Records of Denton
County, Texas, said point also being in the South line of Lot 1, Block A of Garcia Addition, as
recorded in Document No. 2009 -168 of the Plat Records of Denton County, Texas, from which a
1/2 inch iron rod found for the Southwest corner of said Garcia Addition bears South 89 °52'22"
West a distance of 96.47 feet and a 1/2 inch iron rod with cap stamped "RPLS 4561" found for the
Northwest corner of said Myrtle Street Warehouse Addition bears South 89 052'22" West a
distance of 231.44 feet;
THENCE North 89 052'22" East (North 89 °35'59" East - Deed) along the North line of said Woods
tract and the South line of said Garcia Addition, passing a 5/8 inch iron rod with cap stamped
"CHA" found for the Southeast corner of Lot 1, Block A of said Garcia Addition at a distance of
312.89 feet, and continuing along the North line of said Woods tract, for a total distance of 320.94
feet (321.03 feet - Deed) to a 5/8 inch iron rod with cap stamped "TNP" set for corner in the West
line of South Locust Street, a variable width right -of -way, from which a 1/2 inch iron rod found for
reference in the East line of said South Locust Street bears North 89 052'22" East a distance of
79.75 feet;
THENCE South 23 037'13" West (South 23 °11'17" West - Deed) along the West line of said South
Locust Street and the East line of said Woods tract, for a distance of 425.78 feet (424.80 feet -
Deed) to a 5/8 inch iron rod with cap stamped "TNP" set for corner at the Southeast corner of said
Woods tract, said point also being the Northeast corner of a called 1.575 acre tract of land
described in a Deed to the City of Denton, as recorded in Document No. 97- 020884 of the Real
Property Records of Denton County, Texas, from which a 1/2 inch iron rod found for reference
bears South 23 001'53" West a distance of 360.83 feet;
THENCE South 89 052'28" West (South 89 °25'00" West - Deed) departing the West line of said
South Locust Street, and along the South line of said Woods tract and the North line of said 1,575
acre tract, for a distance of 151.16 feet (150.93 feet - Deed) to a 1/2 inch iron rod with cap
stamped "RPLS 4561" found for the Southwest corner of said Woods tract and the Southeast
corner of said Myrtle Street Warehouse Addition, from which a PK nail found for reference bears
South 89 052'28" West a distance of 230.00 feet;
THENCE North 00 007'14" East (North 00 °25'00" East - Deed) along the West line of said Woods
tract and the East line of said Myrtle Street Warehouse Addition, for a distance of 389.73 feet
(389.79 feet - Deed) to the POINT OF BEGINNING, and containing 2.112 acres (2.110 acres -
Deed) of land, more or less.
CONTRACT OF $ALE Page 19
EXHIBIT "B"
TO
CONTRACT OF SALE
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CONTRACT OF SALE Page 20
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 NUMBER.
SPECIAL WARRANTY DEED
STATE OF TEXAS §
COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS
That Richard Woods (herein called "Grantor "), for and in consideration of the sum
of TEN AND NO /] 00 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 CONVEYED, and by these presents does GRANT,
SELL and CONVEY, unto Grantee all the real property in Denton County, Texas being
particularly described on Exhibit "A ", attached hereto and made a part hereof for all
purposes, and being located in Denton County, Texas, together with any and all rights or
interests of Grantor in and to adjacent streets, alleys and rights of way and together with all
and 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 himself, her devisees, heirs,
CONTRACT OF SALE Page 21
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 access the surface
of the Property, in any way, manner or form, in connection with or related to the reserved
oil, gas, and other minerals and /or related to exploration and /or production of the oil, gas,
and other minerals reserved herein, including without limitation, use or access of the
surface of the Property for the location of any well or drill sites, well bores, whether
vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks or
tank batteries, pipelines, roads, electricity or other utility infrastructure, and /or for
subjacent or lateral support for any surface facilities or 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 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 existing on the date of this deed, unless expressly reserved
herein or in the Contract of Sale between Grantor and Grantee.
CONTRACT OF SALE Page 22
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. ......� 2015.
Richard........�. ,........
Woo ods
ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me on ^, 2015 by
Richard Woods.
Notary Public, State of Texas
My commission expires:
CONTRACT OF SALE Page 23
Upon Filing Return To: Property Tax Bills To:
The City of Denton - Engineering City of Denton Finance Department
Attn: Paul Williamson 215 E. McKinney Street
901 -A Texas Street Denton, Texas 76201
Denton, TX 76209
CONTRACT OF SALE Page 24
Exhibit "A"
To
Special Warranty Deed
Legal Description
BEING a 2.112 acre tract of land situated in the Alexander Hill Survey, Abstract No. 623, City of
Denton, Denton County,- Texas, and being known as that tract of land described in a Deed to
Richard Woods, as recorded in Document No. 94- 042494 of the Real Property Records of
Denton County, Texas, and being more particularly described as follows:
BEGINNING at a 1/2 inch iron rod with cap stamped "RPLS 4561" found for the Northwest corner
of the above cited Woods tract and the Northeast corner of Lot 1, Block A of Myrtle Street
Warehouse Addition, as recorded in Document No. 2014 -166 of the Plat Records of Denton
County, Texas, said point also being in the South line of Lot 1, Block A of Garcia Addition, as
recorded in Document No. 2009 -168 of the Plat Records of Denton County, Texas, from which a
1/2 inch iron rod found for the Southwest corner of said Garcia Addition bears South 89 °52'22"
West a distance of 96.47 feet and a 1/2 inch iron rod with cap stamped "RPLS 4561" found for the
Northwest corner of said Myrtle Street Warehouse Addition bears South 89 °52'22" West a
distance of 231.44 feet;
THENCE North 89 052'22" East (North 89 °35'59" East - Deed) along the North line of said Woods
tract and the South line of said Garcia Addition, passing a 5/8 inch iron rod with cap stamped
"CHA" found for the Southeast corner of Lot 1, Block A of said Garcia Addition at a distance of
312.89 feet, and continuing along the North line of said Woods tract, for a total distance of 320.94
feet (321.03 feet - Deed) to a 5/8 inch iron rod with cap stamped "TNP" set for corner in the West
line of South Locust Street, a variable width right -of -way, from which a 1/2 inch iron rod found for
reference in the East line of said South Locust Street bears North 89 052'22" East a distance of
79.75 feet;
THENCE South 23 °37'13" West (South 23 °11'17" West - Deed) along the West line of said South
Locust Street and the East line of said Woods tract, for a distance of 425.78 feet (424.80 feet -
Deed) to a 5/8 inch iron rod with cap stamped "TNP" set for corner at the Southeast corner of said
Woods tract, said point also being the Northeast corner of a called 1.575 acre tract of land
described in a Deed to the City of Denton, as recorded in Document No. 97- 020884 of the Real
Property Records of Denton County, Texas, from which a 1/2 inch iron rod found for reference
bears South 23 001'53" West a distance of 360.83 feet;
THENCE South 89 052'28" West (South 89 °25'00" West - Deed) departing the West line of said
South Locust Street, and along the South line of said Woods tract and the North line of said 1.575
acre tract, for a distance of 151.16 feet (150.93 feet - Deed) to a 1/2 inch iron rod with cap
stamped "RPLS 4561" found for the Southwest corner of said Woods tract and the Southeast
corner of said Myrtle Street Warehouse Addition, from which a PK nail found for reference bears
South 89 052'28" West a distance of 230.00 feet;
THENCE North 00 007'14" East (North 00 °25'00" East - Deed) along the West line of said Woods
tract and the East line of said Myrtle Street Warehouse Addition, for a distance of 389.73 feet
(389.79 feet - Deed) to the POINT OF BEGINNING, and containing 2.112 acres (2.110 acres -
Deed) of land, more or less.
CONTRACT OF SALE Page 25
Exhibit "B"
To
Special Warranty Deed
"Exceptions to Conveyance and Warranty"
[Insert Permitted Exceptions here];