2015-024ORDINANCE NO.2015 -024
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 LINDA MARIA CASIAS ROTH (THE "OWNER "), AS
SELLER, TO ACQUIRE FEE SIMPLE TO A 0.2714 ACRE TRACT SITUATED IN THE
ROBERT BEAUMONT SURVEY, ABSTRACT NO. 31, LOCATED IN THE CITY OF
DENTON, DENTON COUNTY, TEXAS, AND BEING GENERALLY LOCATED AT 1224
NORTH BONNIE BRAE STREET; FOR THE PURCHASE PRICE OF ONE HUNDRED
THIRTY SEVEN THOUSAND FIVE HUNDRED DOLLARS AND NO CENTS
($137,500.00), AND OTHER CONSIDERATION, AS PRESCRIBED IN 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 $137,500.00, 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 J? day of 0tIl�
CHRIS °Wr 'N'S M YO
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
ANITA BURGESS,,; "lI " "(IIN °I�Y
Page 2
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 3 day of� . a,,A-.
2011 effective as of the date of the execution hereof by Buyer, as defil -ed herein (the 1 ffec,i;ive
Date "), by and between LINDA MARIE CASIAS ROTH (referred to herein as "Seller ") and the City
of Denton, Texas, a Texas 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 ", 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 (including,
without limitation, trade fixtures) thereon and all other rights and appurtenances to the Land
(collectively, the "Property ").
ARTICLE I
SALE OF PROPERTY
For the consideration hereinafter set forth, and upon the terms, conditions and provisions
herein contained, 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 herself,
her heirs, devisees, successors and assigns all oil, gas and other minerals in, on and under and
that may be produced from the Property. Seller, her 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, 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 "other 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 "other 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
ONE HUNDRED THIRTY -SEVEN THOUSAND FIVE HUNDRED and No /100s Dollars
($137,500.00) (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, LLC, 525 South Loop 288
, Suite 125, Denton, Texas, 76205, (the "Title Company "), as escrow agent, within fourteen (14)
calendar days of 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 ($100.0) (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.
Contract of Sale
Page 2 of 36
ARTICLE III
TITLE AND SURVEY
3.01 Title Commitment.
(a) Within twenty (20) calendar days after the Effective Date, Seller shall cause to be
furnished to Buyer a current Commitment for Title Insurance (the "Title Commitment ")
for the Property, issued by Title Company. The Title Commitment shall set forth the
state of title to the Property, including a list of liens, mortgages, security interests,
encumbrances, pledges, assignments, claims, charges, leases (surface, space, mineral, or
otherwise), conditions, restrictions, options, severed mineral or royalty interests,
conditional sales contracts, rights of first refusal, restrictive covenants, exceptions,
easements (temporary or permanent), rights -of -way, encroachments, or any other
outstanding claims, interests, estates or equities of any nature (each of which are referred
to herein as an "Exception ").
(b) Along with the Title Commitment, Seller shall also cause to be delivered to Buyer, at
Buyer's sole cost and expense, true and correct copies of all instruments that create or
evidence Exceptions (the "Exception Documents "), including those described in the Title
Commitment as exceptions to which the conveyance will be subject and /or which are
required to be released or cured at or prior to Closing.
(c) Along with the Title Commitment, Seller shall also cause to be delivered to Buyer, at
Seller's expense, a currently dated uniform commercial code financing statement search
from the Secretary of State of the State of Texas, and the appropriate county official
responsible for filing UCC financing statements, covering (i) Seller; (ii) the Property; (iii)
Seller's managing agent or other manager related to the Property, if any; (iv) Seller's
Manager; and (v) any other known owner of the Property during the past five (5) years,
together with any and all financing statements listed in the search.
3.02 Survey. Within thirty (30) calendar days after the Effective Date, Seller shall cause to be
prepared at Buyer's expense, a current on the ground survey of the Property (the "Survey "). The
contents of the Survey shall be prepared by a surveyor selected by Buyer and shall include the
matters prescribed by Buyer, which may include but not be limited to, a depiction of the location
of all roads, streets, easements and rights of way, both on and adjoining the Property, water
courses, 100 year flood plain, fences and improvements and structures of any kind and matters
set forth in Items 1, 2, 3, 4, 6, 7, 8, 11, 13 and 13 of Table A of the Minimum Standard Detail
Requirements for ALTA /ACSM Land Title Surveys. 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 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.
Contract of Sale
Page 3 of 36
3.03 Review of Title Commitment, Survey and Exception Documents. Buyer shall have a
period of fifteen (15) calendar days (the "Title Review Period ") commencing with the day Buyer
receives the last of the Title Commitment, the Survey, and the Exception Documents, in which to
give written notice to Seller, specifying Buyer's objections to one or more of the items
( "Objections "), if any. All items set forth in the Schedule C of the Title Commitment, and all
other items set forth in the Title Commitment which are required to be released or otherwise
satisfied at or prior to Closing, shall be deemed to be Objections without any action by Buyer.
3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. The Seller shall, within
twenty (20) calendar days after Seller is provided notice of Objections, either satisfy the
Objections at Seller's sole cost and expense or promptly notify Buyer in writing of the
Objections that Seller cannot or will not satisfy at Seller's expense. Notwithstanding the
foregoing sentence, Seller shall, in any event, be obligated to cure those Objections or
Exceptions that have been voluntarily placed on or against the Property by Seller after the
Effective Date. If Seller fails or refuses to satisfy any Objections that Seller is not obligated to
cure within the allowed twenty (20) calendar day period, as may be extended by Buyer, in its
sole and absolute discretion, then Buyer has the option of either:
(a) waiving the unsatisfied Objections by, and only by, notice in writing to Seller prior to
Closing, in which event those Objections shall become Permitted Exceptions (herein so
called), or
(b) terminating this Contract by notice in writing prior to Closing and receiving back the
Earnest Money, in which latter event Seller and Buyer shall have no further obligations,
one to the other, with respect to the subject matter of this Contract.
3.05 Title Policy. At Closing, Seller, at Buyer's sole cost and expense, shall cause a standard
Texas Owner's Policy of Title Insurance ( "Title Policy ") to be furnished to Buyer. The Title
Policy shall be issued by the Title Company, in the amount of the Purchase Price and insuring
that Buyer has indefeasible fee simple title to the Property, subject only to the Permitted
Exceptions. The Title Policy may contain only the Permitted Exceptions and shall contain no
other exceptions to title, with the standard printed or common exceptions amended or deleted as
follows:
(a) survey exception must be amended if required by Buyer to read "shortages in area" only
(although Schedule C of the Title Commitment may condition amendment on the
presentation of an acceptable survey and payment, to be borne solely by Buyer, of any
required additional premium);
(b) no exception will be permitted for "visible and apparent easements" or words to that
effect (although reference may be made to any specific easement or use shown on the
Survey, if a Permitted Exception);
(c) no exception will be permitted for "rights of parties in possession ", unless agreed
otherwise by Buyer;
Contract of Sale
Page 4 of 36
(d) no liens will be shown on the title commitment.
Notwithstanding the enumeration of the following exceptions, amendments and /or
deletions, Buyer may object to any Exception it deems material, in its sole discretion.
ARTICLE IV
FEASIBILITY REVIEW PERIOD
4.01 Review Period. Any term or provision of this Contract 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 day after the
Effective Date of this Contract and ending sixty (60) calendar days thereafter (the "Absolute
Review Period "), based on such 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 (i) inspect the interior and exterior of any improvements located on the Property; (ii)
conduct engineering studies of the Property, and (iii) to conduct a physical inspection of the
Property, including inspections that invade the surface and subsurface of the Property. 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, and neither Buyer nor Seller
shall have any further duties or obligations hereunder. In the event Buyer elects to terminate this
Contract pursuant to the terms of this Article IV, Section 4.01, Buyer will provide to Seller
copies of (i) any and all non - confidential and non - privileged reports and studies obtained by
Buyer during the Absolute Review Period; and (ii) the Survey.
ARTICLE V
REPRESENTATIONS_ WARRANTIES. COVENANTS AND
AGREEMENTS
5.01 Representations and Warranties of Seller. To induce Buyer to enter into this Contract
and consummate the sale and purchase of the Property in accordance with the terms and
provisions herewith, Seller represents and warrants to Buyer as of the Effective Date and as of
the Closing Date, except where specific reference is made to another date, that:
(a) The descriptive information concerning the Property and the owner thereof being the
Seller, as set forth in this Contract, is complete, accurate, true and correct.
(b) There are no adverse or other parties in possession of the Property or any part thereof,
and no party has been granted any license, lease or other right related to the use or
possession of the Property, or any part thereof, except those described in the Leases, as
defined in Article V, Section 5.02(a).
(c) Seller has good and marketable fee simple title to the Property, subject only to the
Permitted Exceptions.
(d) The Seller has the full right, power, and authority to sell and convey the Property as
provided in this Contract and to carry out Seller's obligations hereunder, the party
executing this Contract for and on behalf of Seller has been duly authorized to- act in such
behalf to bind Seller to the terms hereof, and this Contract is valid and enforceable
against Seller as provided herein.
(e) The Seller has not received notice of, and has no other knowledge or information of, any
pending or threatened judicial or administrative action, or any action pending or
threatened by adjacent landowners or other persons.
(f) The Seller has disclosed to Buyer in writing of any and all facts and circumstances
relating to the physical condition of the Property that may materially and adversely affect
the Property and operation or intended operation thereof, or any portion thereof, of which
Seller has knowledge.
(g) The Seller has paid all real estate and personal property taxes, assessments, excises, and
levies that are presently due, if any, which are against or are related to the Property, or
will be due as of the Closing, and the Property will be subject to no such liens.
(h) 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.
(i) To the best of Seller's knowledge, there has not occurred the disposal or release of any
Hazardous Substance to, on or from the Property.
As used in this Contract, "Hazardous Substance" means and includes all hazardous and
toxic substances, waste or materials, chemicals, and any pollutant or contaminant,
including without limitation, PCB's, asbestos, asbestos - containing material, petroleum
products and raw materials, that are included under or regulated by any Environmental
Law or that would or may pose a health, safety or environmental hazard.
As used in this Contract, "Environmental Law" means and includes all federal, state, and
local statutes, ordinances, regulations and rules presently in force or hereafter enacted
relating to environmental quality, contamination, and clean -up of Hazardous Substances,
including without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act (42 U.S.C. 9601, et seq.), as amended by the Superfund
Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery
Act (42 U.S.C. 6901, et seq.), as amended, Toxic Substance Control Act, 15 U.S.C. 2601,
et seq., and state superlien and environmental clean -up statutes and all rules and
regulations presently or hereafter promulgated under or related to said statutes, as
amended.
Contract of Sale
Page 6 of 36
(j) To the best of Seller's knowledge, all improvements located on the Property are free from
any condition which would materially affect the physical health or safety of any party
who has the right to occupy all or any portion of the Property ( "Tenant ") and that all such
improvements are in compliance with all Applicable Laws (as defined below) relating to
the use, condition and occupancy of the Property. As used in this Contract, "Applicable
Laws" means (a) any and all judicial decisions, orders, injunctions, statutes, rulings,
rules, regulations, permits, certificates, or ordinances, in any way applicable to the
Property, including without limitation, any of the above mentioned pertaining or relating
to the design, construction, ownership, use, leasing, maintenance, service, operation,
occupation or condition of real property, or zoning or environmental matters; and (b) the
terms of any other written or oral agreements, and any and all insurance requirements,
documents or other instruments relating to the Property, to which the Property, or its
owners, may be bound or encumbered.
(k) The Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue
Code of 1986, as amended.
(1) Seller has not received written notice from any governmental or quasi governmental
entity or agency requiring Seller to correct, any condition with respect to the Property.
(m) Seller has not received, and has no other knowledge or information of, any notice from
any insurance company or board of fire underwriters requesting the performance of any
work or alteration with respect to the Property that has not been performed, or requiring
an increase in the insurance rates applicable to the Property, or is aware of any defects or
inadequacy of the Property, which, if not corrected, would result in the termination of
insurance coverage or an increase in the cost thereof.
(n) To the best of Seller's knowledge, all improvements located on the Property are free from
infestation by termites or other insects or animals.
(o) Each Lease, as defined below, is in good standing and in full force and effect, and has not
been amended, modified, or supplemented in any way that has not been disclosed to
Buyer pursuant to this Contract; that the Leases constitute the only written and oral
agreements of any kind for the leasing, rental or occupancy of any improvements, or any
portion thereof, on the Property; that except as expressly disclosed to Buyer in writing on
the rent rolls furnished to Buyer pursuant to this Contract, no rental under any Lease has
been collected in advance of the current month, and except as so disclosed to Buyer in
writing on the rent rolls, there are no concessions, bonuses, free months rental, rebates or
other matters affecting the rental for any Tenant under a Lease; that Seller is the owner of
the entire lessor's interest in and to the Leases; that neither the Leases nor the rentals or
other sums payable thereunder have been assigned or otherwise encumbered; and that no
Tenant is in default under any Lease, and there are no facts or circumstances that, with or
without notice, or the passage of time or both, could constitute a default of a Tenant
under any Lease, and, there are no defaults of Seller under any Lease and Seller has
received no notice from any Tenant alleging a default by Seller or threatening suit or
other legal action for an alleged default by Seller as landlord or lessor under any Lease.
(p) Any commission or referral fee with respect to any Lease, including without limitation,
any present or future renewal of any Lease, shall be paid or otherwise discharged by
Seller on or before the Closing Date; and that Buyer shall have no obligation to pay any
commission or referral fee with' respect to any Lease, including without limitation, any
present or future renewal of any Lease.
5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as
follows:
(a) Unless stated otherwise, within ten (10) calendar days after the Effective Date, Seller, at
Seller's sole cost and expense, shall deliver to Buyer, with respect to the Property, true,
correct, and complete copies of the following:
(i) All lease, sub -lease and /or occupancy agreements and /or licenses of any kind or
nature (if oral, Seller shall provide to Buyer in writing a memorandum of all
material terms thereof) relating to the possession of the Property, or any part
thereof, including any and all modifications, supplements, and amendments
thereto (the "Leases ").
(ii) All building permits and certificates of occupancy with respect to the
construction, ownership and /or occupation of the Property that are in Seller's
current possession or to which Seller has access.
(iii) All fire, hazard, liability, builders risk and other insurance policies held by Seller
on the Property.
(iv) The plans and specifications with respect to the Property that are in Seller's
current possession or to which Seller has access.
(v) A current rent roll in form and substance satisfactory and acceptable to Buyer,
certified by Seller to be true and correct as of the date of delivery.
(vi) All operating statements and schedules of receipts and expenditures pertaining to
the Property for each fiscal year in which the Property has been owned by Seller.
(vii) Copies of all brokerage, commission, management, leasing, maintenance, repair,
service, pest control and supply contracts, equipment rental agreements and
master antenna agreements, and any other contracts or agreements relating to or
affecting the Property, including any modifications, supplements and amendments
thereto.
(viii) Copies of all contracts for repairs or capital replacements performed during the
two (2) years immediately preceding the Effective Date for a contract price in
excess of Five Thousand Dollars ($5,000.00).
Contract of Sale
Page 8 of 36
(ix) 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 or earlier termination of this Contract,
Seller shall:
(i) Not enter into any written or oral contract, lease, sublease, easement or right of
way agreement, conveyance or any other agreement of any kind with respect to,
or affecting, the Property that will not be fully performed on or before the Closing
or would be binding on Buyer or the Property after the date of Closing.
(ii) Advise the Buyer promptly of any litigation, arbitration, or administrative hearing
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, sublease 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, or amend or modify any of the Leases.
(v) Operate and maintain the Property in the ordinary course of business and use
reasonable efforts (without making any commitment on behalf of or which would
be binding upon Buyer without first obtaining Buyer's consent) to reasonably
preserve for Buyer the relationships of Seller and Seller's suppliers, Tenants and
others having ongoing business relations with Seller relating to the Property.
(vi) Comply with all Applicable Laws affecting the Property.
(vii) Keep, observe and perform all of Seller's obligations as landlord or lessor under
each of the Leases, and not terminate or cause a termination of any Lease without
first obtaining Buyer's written consent.
(viii) Not grant any bonus, free months rental, rebate, or other concession to any present
or future Tenant of the Property that would extend beyond the Closing, without
first obtaining Buyer's written consent.
(ix) To provide notice to the Tenants of the Property of this Contract and /or the
transactions contemplated herein, if required by any Lease or Applicable Laws
( "Notice Letters ") in the form or the manner required.
(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
,, IMM
to Closing.
5.03 Survival Beyond Closing. Notwithstanding anything to the contrary contained in this
Contract, the representations, warranties, covenants and agreements of Seller contained in this
Contract shall survive the Closing, and shall not, in any circumstance, be merged with - the
Special Warranty Deed, as described in Article VII, Section 7.02(a), or any other document to
be delivered at Closing by Seller.
ARTICLE VI
CONDITIONS PRECEDENT TO PERFORMANCE
6.01 Performance of Seller's Obligations. Buyer is not obligated to perform under this
Contract unless, within the designated time periods, all of the following shall have occurred:
(a) Seller has performed, furnished, or caused to be furnished to Buyer all items required to
be so performed or furnished under other sections of this Contract; and
(b) Seller cures or Buyer waives in writing, within the time periods specified in Article III,
all of Buyer's objections made in accordance with Article III.
6.02 Breach of Seller's Representations, Warranties, Covenants and Agreements. Buyer
is not obligated to perform under this Contract unless all representations, warranties, covenants
and agreements of 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.
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, or the Property, or any part thereof, has been materially or adversely impaired
in any manner.
6.04 Review Period. Buyer is not obligated to perform under this Contract if Buyer delivers
notice to Seller pursuant to Article IV, Section 4.01 that Buyer has determined that the Property
is unsuitable to or for Buyer's purposes.
6.05 Estoppel Certificate from Tenants. Buyer shall not be obligated to perform under this
Contract unless on or before the Closing Date, Buyer receives from the Tenants under all Leases,
an Estoppel Letter (herein so called) addressed to Buyer, dated not more than ten (10) days prior
to the Closing Date, in the form, or substantially the form, attached hereto as Exhibit "E ".
6.06 Buyer's Right to Waive Conditions Precedent. Notwithstanding anything contained in
this Contract to the contrary, Buyer may, at Buyer's option, elect to waive any of the conditions
precedent to the performance of Buyer's obligations under this Contract by giving to the Seller,
at any time prior to Closing, a written waiver specifying the waived condition precedent.
6.07 Buyer's Termination if Conditions Precedent Not Satisfied or Waived. If any of the
conditions precedent to the performance of Buyer's obligations under this Contract have not
Contract of Sale
Page 10 of 36
been satisfied by Seller or waived by the Buyer, the Buyer may, by giving written notice to
Seller, terminate this Contract. On Buyer's termination, the Earnest Money shall be immediately
returned to Buyer by the Title Company. The Seller shall, on written request from Buyer,
promptly issue the instructions necessary to instruct the Title Company to return to Buyer the
Earnest Money and, thereafter, except as otherwise provided in this Contract, Buyer and Seller
shall have no further obligations under this Contract, one to the other.
ARTICLE VII
CLOSING
7.01 Date and Place of Closing. The Closing (herein so called) shall take place in the offices
of the Title Company and shall be accomplished through an escrow to be established with the
Title Company, as escrowee. The Closing Date (herein sometimes called), shall be one hundred
and eighty (180) calendar days after the Effective Date, unless otherwise mutually agreed upon
by Buyer and Seller.
7.02 Items to be Delivered at the Closing.
(a) Seller. At the Closing, Seller, shall deliver or cause to be delivered to Buyer or the Title
Company for the benefit of Buyer, at the expense of the party designated herein, the
following items:
(i) The Title Policy, in the form specified in Article III, Section 3.05;
(ii) The Special Warranty Deed, substantially in the form as attached hereto as
Exhibit "B ", subject only to the Permitted Exceptions, if any, duly executed by
Seller and acknowledged;
(iii) The original Leases and damage deposit information;
(iv) The Assignment of Leases (herein so called), substantially in the form as attached
hereto as Exhibit "C ", duly executed by Seller and acknowledged;
(v) The Bill of Sale (herein so called), substantially in the form as attached hereto as
Exhibit "D ", duly executed by Seller;
(vi) Confirmation of the Estoppel Letters, duly executed by the Tenant, if applicable;
(vii) Keys to all locks located on the Property, which keys shall be properly tagged for
identification and, to the extent available, an accounting of keys in the possession
of others;
(viii) A certificate executed by Seller to the effect that all representations and
warranties made by Seller in this Contract continue to be true and correct on the
Closing Date, and that all documents, items and information delivered by Seller to
Buyer pursuant to this Contract are free from material changes and remain true
Contract of Sale
Page 11 of 36
and correct in all material respects, as of the Closing Date;
(ix) An updated rent roll for the Project, certified by Seller to be true and correct as of
the Closing Date and a schedule certified by Seller itemizing all security deposits,
prepaid rent and other money held by Seller for the account of the tenants;
(x) Notice letters, if applicable;
(xi) A written report by a structural pest control business or entity, suitable to Buyer,
dated not more than ten (10) days prior to the Closing Date, stating that the
Property is free from any active infestation by ants, termites or other wood boring
insects and any damage therefrom.
(xii) Originals of all contracts, plans, governmental approvals, warranties, guarantee'. s
and other contracts and agreements relating to the ownership and operation of the
Property, and the improvements located thereon;
(xiii) Originals, or true and correct copies thereof if originals are not available, of all the
books and records and instruments reasonably necessary for the continued
operation of the Property which are either in Seller's possession or obtainable by
Seller; and
(xiv) Other items reasonably requested by the Title Company as administrative
requirements for consummating the Closing.
(xv) Owner hereby releases for herself, her heirs, devisees, successors and assigns,
City, its officers, employees, elected officials, agents and contractors from and
against any and all claims they may have now or in the future, related to the
herein described matters, events and /or damages, and also any claim or damages
alleged in Cause No. 2012 - 60839 -393, 393`d District Court, Denton County,
Texas and agrees to non -suit and dismiss, at Owner's sole cost, Owner's
participation as Plaintiff in such case. Owner authorizes her attorney of record to
effect such non -suit and dismissal.
(b) Buyer. At the Closing, Buyer shall deliver to Seller jointly or the Title Company for the
joint benefit of Seller, except as otherwise provided herein, the following items:
(i) The sum required by Article II, Section 2.01, less the Earnest Money and interest
earned thereon, 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.
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,
Contract of Sale
Page 12 of 36
the provisions of this Article VII, Section 7.03 shall survive the Closing. The following item
shall be adjusted or prorated between each applicable 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 (including, but not limited to, subsequent assessments for prior
years due to change of land usage or ownership occurring prior to the date of Closing)
and Buyer shall pay for those taxes attributable to the period of time commencing with
the Closing Date.
(b) Rents payable with respect to the Property for the then current month shall be prorated as
of the Closing Date. With respect. to any delinquent rents, Buyer may, if it chooses to do
so, in its sole and absolute discretion, make a reasonable attempt to collect the same after
Closing, in the usual course of operation of the Property, and such collections, if any, less
Buyer's reasonable costs of collection, shall be remitted to Seller promptly after receipt
by Buyer; provided however, that nothing contained herein shall operate to assign
Seller's cause of action for delinquent rents to Buyer nor require Buyer to institute any
lawsuit or other collection procedures to collect delinquent rents. In this connection, first
monies collected from Tenants who owe delinquent rents shall be applied to current rents
and costs of collection procedures described above.
(c) Seller shall deliver to Buyer an accounting for all of the following: unforfeited deposits
paid to Seller by the Tenants, including without limitation, all rental, security, utility, key,
damage and other deposits; prepaid rents paid to Seller by the Tenants for periods
subsequent to the Closing Date; and any other money held by or for the account of the
Tenants.
7.04 Possession at Closing. Possession of the Property shall be delivered to Buyer at Closing
subject to tenants possessing a portion of the Property under valid and subsisting Leases.
7.05 Costs of Closing. Each party is responsible for paying the legal fees of its counsel, in
negotiating, preparing, and closing the transaction contemplated by this Contract. Seller is
responsible for paying fees, costs and expenses identified herein as being the responsibility of
Seller. Buyer is responsible for paying fees, costs and expenses identified herein as being the
responsibility of Buyer. If the responsibility for such costs or expenses associated with closing
the transaction contemplated by this Contract are not identified herein, such costs or expenses
shall be allocated between the parties in the customary manner for closings of real property
similar to the Property in Denton County, Texas.
Contract of Sale
Page 13 of 36
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 warranties or representations contained in this Contract are untrue
on the Closing Date; or
(ii) Seller fails to meet, comply with or perform any covenant, agreement, condition
precedent or obligation on Seller's part required within the time limits and in the
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 sole and
exclusive remedies for the default, may, at Buyer's sole option, do any of the following:
(i) Terminate this Contract by written notice delivered to Seller in which event the
Buyer shall be entitled to a return of the Earnest Money, 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;
(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, whereupon Buyer
shall waive title objections, if any, and accept such title without reduction in
Purchase Price on account of title defects and shall be entitled to assert any rights
for damages based on Seller's representations, warranties and obligations that are
not waived by Buyer by its acceptance of Seller's title; and
(iii) Seek other recourse or relief as may be available to Buyer at or by law, equity,
contract or otherwise.
8.02 Buyer's Default and Seller's Remedies.
(a) Buyer's Default. Buyer is in default under this Contract if Buyer fails to deliver at
Closing, the items specified in Article VII, Section 7.02(b) of this Contract for 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.
Contract of Sale
Page 14 of 36
(b) Seller's Remedy. If Buyer is in default under this Contract, Seller, as Seller's sole and
exclusive remedies for the default, may, at Seller's sole option, do either one of the
following:
(i) Terminate this Contract by written notice delivered to Buyer in which event the
Seller shall be entitled to a return of the Earnest Money, and Buyer shall,
promptly on written request from Seller, execute and deliver any documents
necessary to cause the Title Company to return to Seller the Earnest Money; or
(ii) Enforce specific performance of this Contract against Buyer.
ARTICLE IX
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: BUYER:
Linda Marie Casias Roth City of Denton
R619 mxow Paul Williamson
ILIN 0e� M 7 Real Estate and Capital Support
901 -A Texas Street
Denton, Texas 76209
Telecopy: (940) 349 -8951
Copies to:
For Seller: For uygr:
_lrCw First Assistant City Attorney
.............. ....... ............................... .
City Attorney's Office
215 E. McKinney
Denton, Texas 76201
Telecopy: _ _ _ _ _ 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.
Contract of Sale
Page 15 of 36
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 heirs, devisees, successors and assigns. If requested by Buyer, Seller
agrees to execute, acknowledge and record a memorandum of this Contract in the Real Property
Records of Denton County, Texas, imparting notice of this Contract to the public.
9.05 Risk of Loss. If any damage or destruction to the Property, including without limitation,
any improvements located on the Land, shall occur prior to Closing, or 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 any of the following:
(a) Terminate this Contract and withdraw from this transaction without cost, obligation or
liability, in which case the Earnest Money shall be immediately returned to Buyer; or
(b) Consummate this Contract, in which case Buyer, with respect to the Property, shall be
entitled to receive any (i) in the case of damage or destruction, all insurance proceeds,
together with the deductible amount under Seller's insurance policy covering the
Property, or portion thereof, as applicable; and (ii) in the case of eminent domain,
proceeds paid for the Property related to the eminent domain proceedings.
Buyer shall have a period of ten (10) calendar days after receipt of written notification
from Seller on the final settlement of all condemnation proceedings or insurance claims
related to damage or destruction to the Property, including, without limitation, any
improvement located on the Property, in which to make Buyer's election. In the event
Buyer elects to close prior to such final settlement, then the Closing shall take place as
provided in Article VII, above, and there shall be assigned, in form and substance
satisfactory to Buyer, by Seller to Buyer at Closing, all interests of Seller in and to any
and all insurance proceeds or condemnation awards which may be payable to Seller on
account of such event. In the event Buyer elects to close upon this Contract after final
settlement, as described above, Closing shall be held five (5) business days after such
final settlement.
9.06 Further Assurances. In addition to the acts and deeds recited in this Contract and
contemplated to be performed, executed and /or delivered by Seller and 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 reasonably
necessary to consummate the transactions contemplated hereby. Notwithstanding anything to the
contrary contained in this Contract and without limiting the general application of the provisions
of Section 5.03, above, the provisions of this Article IX, Section 9.06 shall survive Closing.
9.07 Time is of the Essence. It is expressly agreed between Buyer and Seller that time is of
Contract of Sale
Page 16 of 36
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 Vmiee
" n��h General Manager of Buyer, or his designee.
p I-i 1 l 1 �. L� racv►15� D M E
.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.
a LA
LINDA m ..... __
MARIE CASIAS ROTH
Executed by Seller on the ___.._.... day of
201 _
BUYER:
y C:r l ;Old :r l .__ — ._....... ......._
C, CAMPBELL
CITY MANAGER
Executed by Buyer on the day of 2011
ATTEST:
11 ^�� 1 E' l' WALTERS, ', 1'
I SECRETARY
BY:
APPRO �m' ^,D) AS'J'O LEGAL FORM:
KELSEY, KELSEY & 11CKEY, PLLC
P,. .;HAIR D H 1 1 1 1 `\
IC
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 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, LLC
525 South Loop 288, Suite 125
Denton, Texas 76205
Telephone: (940) 381 -1006
Telecopy: (940) 898 -0121
Printed Name:
Title:
Contract receipt date: 201
Contract of Sale
Page 18 of 36
EXHIBIT "A"
to
Contract of Sale
BEGINNING at an iron pin at the intersection of the East line of Bonnie Brae Street and the
South line of Emery Drive said point being South 0° 03' W, a distance of 60.0 feet from the
Northwest corner of said McClendon to Ewing tract;
THENCE N. 89° 28' East along the South line of Emery Drive, a distance of 130.1 feet to an
iron pin for corner;
THENCE S. 0° 32' East along the West line of Bellmead Subdivision (3`a Section) a distance of
90.0 feet to an iron pin for a corner;
THENCE S. 89° 28' West, a distance of 130.5 feet to an iron pin in the East line of Bonnie Brae
Street;
THENCE North 0° 08' East with the East line of Bonnie Brae Street, a distance of 90.0 feet to
the Place of Beginning and containing in all .2714 acres of land.
Contract of Sale
Page 19 of 36
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 LINDA MARIE CASIAs ROTH (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, subject to the reservations 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 ").
Grantor, subject to the limitation of such reservation made herein, reserves, for herself,
her heirs, devisees, successors and assigns all oil, gas and other minerals in, on and under and
that may be produced from the Property. Grantor, her 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,
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
Contract of sale
Page 20 of 36
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 "other 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 "other 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.
Exceptions to conveyance and warranty:
[Insert Permitted Exceptions, if any]
Grantor hereby assigns, without recourse or representation, to Grantee, any and all claims
and causes of action that Grantor may have for or related to any defects in, or injury to, the
Property.
TO HAVE AND TO HOLD the Property, together with all and singular the 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 heirs, devisees, 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
Contract of Sale
Page 21 of 36
otherwise.
EXECUTED the
clay of 14Q.tb 201
LINDA MARIE CASIAs ROTH
ACKNOWLEDGMENT
THE STATE OF (q�S
COUNTY OFa4v+t_j,___
' This instrument was acknowledged before me on the
201 ( by LINDA MARIE CASIAs ROTH.
Not,ar Public, State. (.M Us
My commission expires:
-----------
A CLYDE R. WOOLFOLK],,JRR..
Tj MY COMMISSION EXPIRES
1 015
0 MRUARY12,72015
Upon Filing Return To:
The City of Denton-Engineering
Attn: Paul Williamson
901 -A Texas Street
Denton, TX 76209
day of
Send Tax Billing Statements To:
The City of Denton
Attn: Finance Department
215 East McKinney Street
Denton, Texas 76201
mi.
jr,1--
UL,mvigolom
EXHIBIT "A"
TO
SPECIAL WARRANTY DEED
BEGINNING at an iron pin at the intersection of the East line of Bonnie Brae Street and the
South line of Emery Drive said point being South 0° 03' W, a distance of 60.0 feet from the
Northwest corner of said McClendon to Ewing tract;
THENCE N. 89° 28' East along the South line of Emery Drive, a distance of 130.1 feet to an
iron pin for corner;
THENCE S. 0° 32' East along the West line of Bellmead Subdivision (3`d Section) a distance of
90.0 feet to an iron pin for a corner;
THENCE S. 89° 28' West, a distance of 130.5 feet to an iron pin in the East line of Bonnie Brae
Street;
THENCE North 0"08' East with the East line of Bonnie Brae Street, 'a distance of 90.0 feet to
the Place of Beginning and containing in all .2714 acres of land.
*As surveyed, if applicable.
Contract of Sale
Page 23 of 36
EXHIBIT "C"
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.
ASSIGNMENT OF LEASES
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS
COUNTY OF DENTON §
This Assignment of Leases (hereinafter referred to as the "Assignment "), is made and
entered into as of the day of �,4u. &r w 201 rby and between LINDA MARIE
CASIAS ROTH ( "Assignor "), and the City of De ton, Texas, a Texas home rule municipal
corporation ( "Assignee ").
WITNESSETH
WHEREAS, Assignor has this day conveyed to Assignee the real property described in
Exhibit "A ", attached hereto and incorporated herein by reference, including the improvements
situated thereon (together, the "Premises ");
WHEREAS, Assignor has entered into or is the owner of those certain lease or
occupancy agreements (the "Leases ") with those certain Tenants (herein so called), shown on the
Rent Roll (herein so called), attached hereto as Exhibit `B ", covering those portions of the
Premises shown on the Rent Rolls; and
WHEREAS, Assignor desires to convey to Assignee all of Assignor's right, title and
interest in and to the Leases, and in and to all security and other deposits for or related to the
Leases (the "Deposits ").
Contract of Sale
Page 24 of 36
NOW, THEREFORE, for and in consideration of the sum of Ten and No /100 Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by Assignor, Assignor and Assignee do hereby covenant and agree as
follows:
1. ASSIGNMENT
Assignor does hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER,
SET OVER AND DELIVER unto Assignee, its successors and assigns, all of the right, title and
interest of Assignor in and to the Leases and Deposits.
2 ASSUMPTION
Assignee shall and does hereby assume and agree to observe and perform all obligations
and duties of Assignor as landlord or lessor under the Leases, that arise from and after the date of
closing (the "Determination Date ") and that relate to the period of time after the Determination
Date.
3. COMMISSIONS
Any commissions or referral fees of any kind or type with respect or relating to the
Leases, and present or future renewals thereof (collectively the "Commissions "), have been paid
or otherwise discharged by Assignor. Assignee shall have no obligation to pay any
commissions, and Assignor hereby indemnifies and holds Assignee harmless from and against
any and all claims, liabilities, losses, damages, causes of action and expenses (including without
limitation, court costs and reasonable attorneys fees relating thereto) incurred by Assignee in
connection with or arising out of the Commissions.
4 INDEMNIFICATION
Contract of Sale
Page 25 of 36
Assignor hereby indemnifies and holds Assignee harmless from and against any and all
claims, liabilities, losses, damages, causes of action, and expenses (including without limitation,
court costs and reasonable attorneys fees relating thereto) incurred in connection with, arising out
of, resulting from, or relating to (i) the ownership and operation of the Premises prior to and
through the Determination Date; (ii) the obligations of the landlord or lessor under the Leases
prior to and through the Determination Date; (iii) the failure of Assignor to deliver to Assignee,
in accordance with the terms of this Assignment, all Deposits under the Leases; and (iv) the
material untruth of any representation or warranty made to Assignee by Assignor with respect to
the Leases, the Premises, the Deposits or the operation of the Premises as of the date made,
whether made herein, in the Contract of Sale (herein so called), dated on or about
(3 -)h , by and between Assignor and Assignee, contemplating the sale and purchase of
the Premi es, or otherwise.
5. REPRESENTATIONS AND WARRANTIES OF ASSTGNOR
Assignor represents and warrants to Assignee the following as of the date hereof:
(a) There are no adverse or other parties in possession of the Premises, or any part
thereof, except Assignor and the Tenants under the Leases. No party has been granted any
license, lease or any other right of any kind relating to the use, occupation or possession of the
Premises, or any part thereof, except the Tenants under the Leases delivered to Assignee. The
Leases delivered to Assignee in connection with this Assignment constitute all of the written and
oral agreements of any kind (including amendments or modifications) for the leasing, rental or
occupancy of all or any portion of the Premises.
(b) (i) Each of the Leases is in full force and effect and has not been amended,
modified or supplemented; (ii) there exists no default and no unresolved disputes under any of
the Leases; (iii) each of the Tenants under the Leases actually occupies the Premises leased
thereunder; (iv) no rental under any of the Leases has been collected more than one (1) month in
advance of the current month; and (v) there are no concessions, bonuses, free months rental,
rebates or other matters affecting any rental for any Tenant under any of the Leases.
(c) Assignor is the owner of the entire landlord's or lessor's interest in and to each of
the Leases, with full power and authority to convey them to Assignee pursuant to the terms of
Contract of Sale
Page 26 of 36
this Assignment, and neither the Leases, Deposits, nor the rentals or other sums payable
thereunder have been assigned or otherwise encumbered.
6. MISCELLANEOUS
The agreements, covenants, warranties and representations contained in this Assignment
are binding on and shall inure to the benefit of Assignor and Assignee, and their respective heirs,
devisees, successors and assigns.
r
Notwithstanding the above, nothing contained herein shall operate to assign Assignor's
cause of action for delinquent rents, if any, to Assignee, nor shall Assignee be obligated in any
manner beyond that stated in the Contract of Sale to collect those rents for or on behalf of
Assignor.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed
as of the day first above written.
ASSIGNOR:
LINDA MARIE CASIAS ROTH
ASSIGNEE: THE CITY OF )ENTON, 1 F, ' IS ,
GEORGE C. CAMPBELL, C:l 1'Y MANAGER
ATTEST:
JF" ' 11'FR WALTERS, CITY SECRETARY
APPR1. ',D AS TO LEGAL FORM:
KELSEY, KELSEY & HICKEY, PLLC
Contract of Sale
Page 27 of 36
ACKNOWLEDGMENT
THE STATE OF C §
COUNTY OFae ,\ e -tjb,� mm §
This instrument was acknowledged before me on the ej- day of,UllQ
201$' by Linda Marie Casias Roth.
Notary P iblicy State ol� a
My commission e� ales;
- 'r�......_.
Contract of Sale
Page 28 of 36
ACKNOWLEDGMENT
THE STATE OF TEXAS
COUNTY OF DENTON
This instrument was acknowledged before me on the && day of -(A-'tAa1fTF said
201,�E by George C. Campbell,'City Manager of the City of Denton, Texag on behalf
municipality.
JANE "' 11A "U'U"
'6 " tote of Taxast
ANE E. RICHARDSON
P Notai-y Public, State of Texas
0 n Expires
Notary Public, C�s'
tory Public, State of Texas
My Commission Expires My commission expires:
0
June 27, 2017
I 1 0 , .
EXHIBIT "A"
TO
ASSIGNMENT OF LEASES
BEGINNING at an iron pin at the intersection of the East line of Bonnie Brae Street and the
South line of Emery Drive said point being South 0° 03' W, a distance of 60.0 feet from the
Northwest corner of said McClendon to Ewing tract;
THENCE N. 89° 28' East along the South line of Emery Drive, a distance of 130.1 feet to an
iron pin for corner;
THENCE S. 0° 32' East along the West line of Bellmead Subdivision (3`d Section) a distance of
90.0 feet to an iron pin for a corner;
THENCE S. 89° 28' West, a distance of 130.5 feet to an iron pin in the East line of Bonnie Brae
Street;
THENCE North 0° 08' East with the East line of Bonnie Brae Street, a distance of 90.0 feet to
the Place of Beginning and containing in all .2714 acres of land.
*As surveyed, if applicable.
Contract of Sale
Page 30 of 36
EXHIBIT "B"
TO
ASSIGNMENT OF LEASES
NOT APPLICABLE
Contract of Sale
Page 31 of 36
EXHIBIT "D"
to
Contract of Sale
BILL OF SALE
STATE OF TEXAS §
COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS
The undersigned, LINDA MARIE CASIAS ROTH ( "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 ( "Grantee "),
the receipt and sufficiency of which are hereby acknowledged, has BARGAINED, SOLD AND
CONVEYED and by these presents does BARGAIN, SELL AND CONVEY unto Grantee all of
Grantor's right, title and interest, if any, to all personal property owned by Grantor which is
located on or used in connection with that certain real property located in Denton County, Texas,
being more fully described in Exhibit "A ", attached hereto and made a part hereof (collectively,
the "Property ")
TO HAVE AND TO HOLD all of Grantor's right, title and interest in and to the
Property, unto said Grantee and Grantee's successors and assigns forever, so that neither Grantor
nor Grantor's heirs, devisees, successors and assigns shall have, claim or demand any right or
title to the Property.
4
EXECUTED and effective as of the day of nl u , 201
GIZ N 1'OR:
LINDA MARIE CASIAS ROTH
Contract of Sale
Page 32 of 36
EXHIBIT "A"
to
Bill of Sale
BEGINNING at an iron pin at the intersection of the East line of Bonnie Brae Street and the
South line of Emery Drive said point being South 0° 03' W, a distance of 60.0 feet from the
Northwest corner of said McClendon to Ewing tract;
THENCE N. 89° 28' East along the South line of Emery Drive, a distance of 130.1 feet to an
iron pin for corner;
THENCE S. 0° 32' East along the West line of Bellmead Subdivision (3rd Section) a distance of
90.0 feet to an iron pin for a corner;
THENCE S. 89° 28' West, a distance of 130.5 feet to an iron pin in the East line of Bonnie Brae
Street;
THENCE North 00 08' .East with the East line of Bonnie Brae Street, a distance of 90.0 feet to
the Place of Beginning and containing in all .2714 acres of land.
*As surveyed, if applicable.
Re: Lease Agreement dated
located at
Gentlemen:
EXHIBIT "E"
to
Contract of Sale
_.. ..... _, 20_, regarding that certain property
Denton, Denton County, Texas (the "Property")
The undersigned ( "Tenant ") has executed and entered into a certain lease agreement (the
"Lease "), a true and complete copy of which is attached hereto as Exhibit "A ". Tenant
understands that Linda Marie Casias Roth ( "Landlord "), the owner of the Property and the
Landlord's interest in the Lease, intends to transfer, sell, assign and convey the Property, the
Lease and Landlord's interest in the Lease, to the City of Denton, Texas ( "Buyer ").
With respect to the Lease and the transfer to Buyer, Tenant hereby certifies to Buyer as follows:
1. The Lease is in good standing and in full force and effect.
2. There are presently no existing events of default by Landlord under the Lease and no
event has occurred which, with or without notice or the passage of time, or both, would
constitute a default under the Lease by Landlord or Tenant. Furthermore, there are no items or
matters currently in dispute and no pending requests made by Tenant to which Landlord has not
responded.
3. Unless indicated in the space following this sentence, there are no modifications or
amendments with respect to the Lease, and there have been no security or other deposits,
payments of rent, or other amounts delivered to Landlord in connection with this Lease:
4. There do not exist any set -offs, defenses or claims in favor of Tenant against Landlord or
against enforcement by Landlord of any of the terms or conditions of the Lease.
Contract of Sale
Page 34 of 36
5. Tenant has accepted and is actually occupying the space covered by its Lease, and there
are no other parties in possession of that space.
6. The current term of the Lease began on .. , and ends on
y Dollars ($ .00); and no rentals or other
The monthly base rental is �
payments in advance of the current calendar month have been paid by Tenant except as follows:
T There are no options to extend the terns of the Lease except as stated in the Lease.
8, Rents with respect to the Lease have been paid by Tenant through , 201
9. There are no concessions, free rent or finish -out allowances that are not fully disclosed in
the Lease. Tenant is paying rent as provided for in the Lease.
10. Tenant acknowledges that Landlord will assign Landlord's interest in the Lease to Buyer
and agrees to attorn to Buyer and to perform all the Tenant's obligations as lessee or tenant under
the Lease, including without limitation, the payment of rent directly to Buyer (or to a
management company at the written direction of Buyer) at the address set forth above, unless
Tenant is otherwise notified in writing by Buyer.
11. If this letter is executed by Tenant more than ten (10) days before the Property is
conveyed to Buyer, Tenant shall, at the request of Landlord or Buyer, execute a confirmation of
each of the certifications and statements set forth in this letter.
Executed as of the day of 201_.
Tenant:
Contract of Sale
Page 35 of 36
THE STATE OF TEXAS
COUNTY OF DENTON
by
ACKNOWLEDGMENT
This instrument was acknowledged before me on the day of ..... , 201_
Notary Public, State of Texas
My commission expires: _,.,
Contract of Sale
Page 36 of 36