2015-137ORDINANCE NO. 2015 -137
AN ORDINANCE AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO
EXECUTE A PURCHASE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS
( "CITY "), AS BUYER, AND MCKEE -KRUM PROPERTIES, LLC, A TEXAS LIMITED
LIABILITY COMPANY, ( "OWNER "), AS SELLER, TO ACQUIRE FEE TITLE TO A 15.037
ACRE TRACT SITUATED IN THE J. HANEY SURVEY, ABSTRACT NO. 515, LOCATED
IN THE CITY OF DENTON, DENTON COUNTY, TEXAS, AND MORE PARTICULARLY
DESCRIBED ON EXHIBIT "A" AND LOCATED GENERALLY IN THE 4800 BLOCK OF
MASCH BRANCH ROAD ( "PROPERTY INTEREST ") FOR THE PURCHASE PRICE OF
TWO HUNDRED AND FIFTY THOUSAND DOLLARS AND NO CENTS ($250,000.00),
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 McKee -Krum
Properties, LLC, a Texas limited liability company, ( "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 $250,000.00 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 day of_, „_ , 2015.
CHRIS WA I .
YC I
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
Lo-fi
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By:
EXHIBIT "All
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 Contrite[ of Sale (the "Contract ") is made this ,EA day of-Aprif, 2015,
between Seller, Ndcl<ce -Krum Properties, LLC, a Texas Limited Liability Company and
Buyer, the City o1' Denton, Texas, a Texas home rule municipal corporation. The
Effective Date of this Contract is the date of execution of the same by the Buyer.
RECITALS
WI-IC M'AS, Seller owns that certain tract of land being more particularly
described on Exl.ibit ''A" attached, being located in Denton County, Texas (the "Land ");
and
WHEREAS, Seller wants to sell to Buyer, and Buyer wants 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\\,;ty and together with all and singular the improvements and fixtures
thereon and all wher r tlils and appurtenances to the Land (collectively, the "Property ").
ARTICLE I
SALE OF PROPERTY
For the consideration set forth, and upon the terms, conditions and provisions
contained, and bjer; to the reservations, Seller agrees to sell and convey to Buyer, and
Buyer agree:, ;,, ; :arch .se from Seller, the Property.
Seller, subject to the limitation of such reservation made, shall reserve, for itself,
its successors mid assi gns all oil, gas and other minerals in, on and under and that may be
produced from the Property. Seller, its successors and assigns shall not have the right to
use or access ih:, tit! c of the Property, in any way, manner or form, in connection with
or related to se: cd oil, gas, and other minerals and /or related to exploration and /or
production ut a oil; ; as and other minerals reserved , including without limitation, use
or access of the Suri-,,t -.,e of the Property for the location of any well or drill sites, well
bores, whether %crtic :il or any deviation from vertical, water wells, pit areas, seismic
activities, Minis o;- tank batteries, pipelines, roads, electricity or other utility
infrastructu ;:. <�; :ro: - subjacent or lateral support for any surface facilities or well
bores, or ail. is i:;istructure or improvement of any kind or type in connection with
or related it d oil, gas and other minerals, and/or related to the exploration or
production of same.
The term "minerals' shall include oil, bas and all associated hydrocarbons, and
shall exclude (i) all substances (except oil, gas and all associated hydrocarbons) 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 (except oil and gas) which are at or near the surface of the Property.
The ilttent of the parties is that the nleaning of the term ` niincrals" as utilized , shall be
in accordariec with that set forth in Reuel v. fflylie, 597 S.W.3d 743 (Tex. 1980).
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 TWO HUNDRED and FIFTY THOUSAND and NO 1100 US Dollars
($250,000.00) (the "Purchase Price "),
2.02 Earnest Money. Buyer shall deposit the sum of TWENTY FIVE THOUSAND
[written out amount] and No /100 Dollars ($35,000.00), as Earnest Money with Reunion
Title, 3745 Wind River Lane, Denton, Texas 76210, ("Title Company "), as escrow agent,
within seven (7) calendar days of the Effective Date. 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 is consummated in accordance with the terms and the provisions of this
Contract, 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 seven (7) calendar days after the
Effective Date, Buyer shall deliver to the Title Company, payable to and for the benefit
of Seller, a check in the amount of One Hundred and No /100 Dollars ($100.00) (the
"Independent Contract Consideration "), which amount the parties 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.
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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 as an
"Exception ").
(b) Along with the Title Commitment, Seller shall also cause to be delivered to
Buyer, at Buyer's sole cost and expense, true and correct copies of all instruments
that create or evidence Exceptions (the "Exception Documents "), including those
described in the Title Commitment as exceptions to which the conveyance will be
subject and /or which are required to be released or cured at or prior to Closing.
3.02 Survey. Within thirty (30) calendar days after the Effective Date, Seller shall
cause to be prepared at Buyer's expense, a current on the ground survey of the Property
(the "Survey "). The contents of the Survey shall be prepared by a surveyor selected by
Buyer and shall include the matters prescribed by Buyer, which may include but not be
limited to, a depiction of the location of all roads, streets, easements and rights of way,
both on and adjoining the Property, water courses, 100 year flood plain, fences and
improvements and structures of any kind. 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.
3.03 Review of Title Commitment, Survey and Exception Documents. Buyer shall
have a period of ten (10) 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.
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3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. The Seller shall,
within ten (10) 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 ten (10) calendar day period, 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, 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';
(d) no liens will be shown on Schedule B.
Notwithstanding the enumeration of the following exceptions, amendments and /or
deletions, Buyer may object to any Exception it deems material, in its sole discretion.
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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 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 conduct engineering studies of the
Property, and to conduct a physical inspection of the Property, including inspections that
invade the surface and subsurface of the Property. if Buyer determines, 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 slialI 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 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 gnarited any license, lease or other right related to
the use or possession cif the Property, or any part thereof, except those described
in the Leases, as defined in Article V, Section 5.02(a).
(c) The Seller has good and marketable fee simple title to the 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.
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(e) The Seller has not received notice of and has no other knowledge or- infarniation
of, any pending or threatened judicial or administrative action, or ally action
pending or threatened by zidjaccilt landowners or other pet-Solis against or
affecting- (lie Property, other than the possible condemnation proceeding by the
City of Denton which all parties to this Contract of Sale are aware,
M The Seller has disclosed to Buyer in writing of any and all fiacts and
circumstances relating to the physical condition
of the Property that may
materially and adversely affect the Property all(] operation or intended operation
thercot', or any portion thercof, 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) The Seller shall convey the Property free and clear of all debts, liens and
encumbrances.
(i) 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 won](] result in ally real estate breaker commissions or
finder's fee or other fees payable to any other party with respect to the
transactions , contemplated by this Contract,
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 lirnitatiosi, PCBs, asbestos, asbestos-
containing material, petroleum products and raw rnatcrials, that are included
under or regulated by any Environtilen(al Law or that would or may pose a health,
safety or environmental hazard.
As used in this Contract, "Elivir(I"I'liental, Law" Illenns and includes all federal,
.State, and local Mawics, ordinances, regulations and rules presently in force or
hereafter enacted relating to envirotinicn(al quality, contamination, and clean-up
of Hazardous Substances, including without limitation, (lie Comprehensive
Environmental Response, Compensation and Liability Act (42 U&C. 9601, et
seq.), as amended by (lie Superfund AniendtnenLs and Reauthorization Act of
1986, the Resource Conscrvation and Recovery Act (42 US.C. 69tH, el Sq.), as
aniended, Toxic Substance Control Act, 15 USE, 2601, et seq., and state
superfien aanrl environmental clean-up statutes and all rules and regulations
presently or hereafter pronitilgated under or related to said statutes, as amended.
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(k) All Leases, as defined in Article V, Section 5.O2(a), shall have expired or
otheivise terminated and any and all tenants or parties occupying the Property
pursuant to the Leases shall have permanently abandoned and vacated the
Property on or before the date of Closing.
(1) 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) 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 agreements and /or occupancy agreements and /or licenses of any
kind or nature (if oral, Seller shall provide to Buyer in writing all material
terms thereof) relating to the possession of the Property, or any part
thereof, including any and all modifications, supplements, and
amendments t (the "Leases ").
(ii) All environmental audits, soil tests and engineering and feasibility reports,
including any and all modifications, supplements and amendments t, 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, 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 die
representations, warranties, covenants, and agreements of Seller.
(iv) Not sell, assign, lease or convey any right, title or interest whatsoever in or
to the Property, or create, grant or permit to be attached or perfected, any
lien, encumbrance, or charge thereon.
(c) Seller shall indemnify and hold Buyer harmless, to the extent permitted by law,
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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.
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),
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 Properly, 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 Buyer's Right to Waive Conditions Precedent. Notwithstanding anything
contained in this Contract to the contrary, Buyer may, at Buyer's option, elect to waive
any of the conditions precedent to the performance of Buyer's obligations under this
Contract by giving to the Seller, at any time prior to Closing, a written waiver specifying
the waived condition precedent.
6.06 Buyer's Termination if Conditions Precedent Not Satisfied or Waived. If any
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of the conditions precedent to the performance of Buyer's obligations under this Contract
have not been satisfied by Seller or waived by the Buyer, the Buyer may, by giving
written notice to Seller, terminate this Contract. On Buyer's termination, the Earnest
Money shall be immediately returned to Buyer by the Title Company. The Seller shall,
on written request from Buyer, promptly issue the instructions necessary to instruct the
Title Company to return to Buyer the Earnest Money and, thereafter, except as otherwise
provided in this Contract, Buyer and Seller shall have no further obligations under this
Contract, one to the other.
ARTICLE VII
CLOSING
7.01 Date and Place of Closing. The Closing 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 shall be on or before 5:00 p.m. seventy
five (75) 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, at the expense of the party designated, the following items:
(i) The Title Policy, in the form specified in Article III, Section 3.05;
(ii) Tile Special Warranty Deed, substantially in the form as attached as
Attachment "l ", subject only to the Permitted Exceptions, if any, duly
executed by Seller and acknowledged;
(iii) Evidence of Seller's authority to close this transaction; and
(iv) Other items reasonably requested by the Title Company as administrative
requirements for consummating the Closing.
(b) Buyer. At the Closing, Buyer shall deliver to Seller or the Title Company, the
following items:
(i) Tlie 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
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5.03, above, the provisions of this Article VII, Section 7.03 shall survive the Closing.
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 (including, but not limited to, subsequent'assessments for
prior years duc 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.
7.04 Possession at Closing. Possession of the Property shall be delivered to Buyer at
Closing.
7.05 Costs of Closing. Each party is responsible for paying the legal fees of its
counsel, in negotiating, preparing, and closing the transaction contemplated by this
Contract. Buyer will be responsible for paying fees, costs and expenses for the closing of
this transaction.
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:
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(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
Committnent, whereupon Buyer shall waive title objections, if any, and
incept 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
Huyer by its acceptance of Seller's title; and
(iii) Seek other recourse or relief as may be available to Buyer at or by law,
c(ltiity, 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 Closii,,±i, 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 remedies for the default, may, at Seller's sole option, do either
one of tl Following:
(i) "I _•rminate this Contract by written notice delivered to Buyer in which
cvcnt the Seller shall be entitled to a return of the Earnest Money, and
kliver shall, promptly on written request from Seller, execute and deliver
nn_.1 documents necessary to cause the Title Company to return to Seller
Earnest Money; or
(ii) Enforce specific performance of this Contract against Buyer,
ARTICLE IX
MISCELLANEOUS
9,01 Notice. .111 notices, demands, requests, and other communications required
hereunder sliall in writing, delivered, unless expressly provided otherwise in this
Contract, by tek;phonic facsimile, by hand delivery or by United States Mail, and shall be
deemed to be delivered, upon the earlier to occur of (a) the date provided if provided by
telephonic facsiiniile or hand delivery, and (b) the date of the deposit of, in a regularly
maintained rccc,,i :icic for the United States Mail, registered or certified, return receipt
Contract orsale
Page I I ol'30
requested, postui,� prepaid, addressed as follows:
SELLS P :
McKee Krum Jlicnperties, LLC
Sherry McKee, Manager & Sole Member
1722 Villa Cot ; t
Corinth, Texas %2l0
Copies to:
For Seller:
Brooke Ulricksun Allen
Brown, Dean, \Viiseman, Proctor, Hart
& Howell, LLP
306 W. 7`t' Sure;• Suite 200
Fort Worth, Tex; ; 76102
Fax: (817)870-."--127
BUYER:
City of Denton
Paul Williamson
Real Estate and Capital Support
901 -A Texas St.
Denton, Texas 76209
Fax: (940) 349 -8951
For Buver:
Larry Collister, Deputy City Attorney
City of Denton — Legal Department
215 E. McKinney St.
Denton, Texas 76201
Fax: (940) 382 -7923
9.02 GoveriC:i, Law and Venue. This Contract is being executed and delivered and
is intended to k., performed in the State of Texas, the laws of Texas governing the
validity, construction, enforcement and interpretation of this Contract. THIS
CONTRACT (:: PERFORMABLE IN, AND THE EXCLUSIVE VENUE IS, IN
DENTON C01::.'T) , TEXAS.
9.03 Entiret.N- :tnd Amendments. This Contract embodies the entire agreement
between the I': ies and supersedes all prior agreements and understandings, if any,
related to the 1,: party, and may be amended or supplemented only in writing executed
by the party ai,::::;,t whom enforcement is sought.
9.04 Parties , )ii nd. This Contract is binding upon and inures to the benefit of Seller
and Buyer, and :heir respective successors and assigns. If requested by Buyer, Seller
agrees to exec ;acknowledge and record a memorandum of this Contract in the Real
Property Recot I' Denton County, Texas, imparting notice of this Contract to the
public.
9.05 Risk of If any damage or destruction to the Property shall occur prior to
Closing, or if ;: condemnation or any eminent domain proceedings are threatened or
initiated by an !-i'N or party other than Buyer that might result in the taking of any
portion of the I' ty, Buyer may, at Buyer's option, do any of the following:
(a) Tenn ina: this Contract and withdraw from this transaction without cost,
Contract orSale
Page 12 or20
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; and (ii) in the case of eminent domain, proceeds paid for the
Property related to the eminent domain proceedings.
Bayer shall have a period of up to 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 of 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 ;1 rticle Vli, above, and there shall be assigned 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 he Feld 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 :ts are rcasonably necessary to consummate the transactions contemplated.
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 IN, ',ection 9.06 shall survive Closing.
9.07 Time is of tho. Essence. It is expressly agreed between Buyer and Seller that time
is of the es ;once with respect to this Contract.
9.08 Exhibits. The Exhibits which are referenced in, and attached to this Contract, are
incorpomk-'d in and n :ulc a part of, this Contract for all purposes.
9.09 Dcle.�,,:rtion of A uthority. Authority to take any actions that are to be, or may be,
taken by ',.i\,er uw: r this Contract, including without limitation, adjustment of the
Closing D;::.,, are do -.-:iced by Buyer, pursuant to action by the City Council of Denton,
Texas, to 1 :: ,!; Paynr, P.E., City Engineer of Buyer, or his designee.
9.10 Co r i , ! ct Ex:•,-! t ion. This Contract of Sale may be executed in any number of
counterpart:;, all of which taken together shall constitute one and the same agreement, and
any of the :v:ies nvv rxccute this Agreement by signing any such counterpart.
9.11 Btis :�(,�s Da: If the Closing Date or the day of performance required or
permitted a iccr this a. ntract falls on a Saturday, Sunday or Denton County holiday, then
Contract o!
Page 13 of
the C1osing Datc or cla'c of such performance, as the case may be, shall be the next
following rquilar i.;i:::;;;.ss day.
SELLER:
McKee -Krum Properties, LLC
8y. Y xa ii McKee
Tide: Manager & Sole Member
Signed on the AO—Zday of April, 2015.
..
By
ODOR . AM FLL , CFfy
' " AN
t
T
Signed on the `J' 74 day of �'' "� MIS.
ATTEST:
JENNIFER NV.ALTr;t CITY SECRETARY
BY: V0,
APPROVED AS TO L' :!:', ; \'L pORM:
ANITA BURGESS, C:1 : ATTORNEY
BY.
oat ct of al ..
w
Page 14 of 20
I
Z0 39dd t7 30I3d0 X3a3d 90ZT- 868 - -076 9C :TT 5TOZieT/vo
RECD: I PT Or 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 and 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 io time, and as further set forth in any regulations or forms
promulgated thereunder.
TITLE COMPANY:
Reunion Title
2745 Wind River Lane
Denton, Texas 76210
Phone: (940) 382 -3030
Fax: (940) 382 -3377
By:
Printed Name:
Title:
Contract receipt date: .m .._ ... ............._,.—.�......... _u_..... _.t 2014
Contract ofsale
Page 15 of 20
EXHIBIT "A"
TO
CONTRACT OF SALE
Legal Description and Depiction of Property
THE 15.037 :ACRE TRACT SITUATED IN THE J. HANEY SURVEY,
ABSTRACT NO, 515, CITY OF DENTON, DENTON COUNTY, TEXAS.
..0 —ntract o'f" —S` 1e --....
Con......
f Sale
Page 16 of 20
ATTACHMENT "1"
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 TEX,k S §
COUNTY OF DENI'ON § KNOW ALL MEN BY THESE PRESENTS
That [add appropriate grantor information] ( "Grantor "), for and in consideration
of the sum of TEN' AND NO /100 DOLLARS ($10.00), and other good and valuable
consideration to Gr; +iaor in hand paid by the City of Denton, Texas, a Texas home rule
municipal corporatimi ( "Grantee "), 215 E. McKinney, Denton, Texas 76201, the receipt
and sufficiency of \\ liich is acknowledged, subject to the reservations set forth below, has
GRANTED, SOLI acid CONVEYED, and does GRANT, SELL and CONVEY, unto
Grantee all the re.1 i property in Denton County, Texas being particularly described on
Exhibit "A" attache l and made a part for all purposes, and being located in Denton
County, Texas, to`,k•:Iier with any and all rights or interests of Grantor in and to adjacent
streets, alleys and ' - , h t s of way and together with all and singular the improvements and
fixtures thereon an.' ::'I other rights and appurtenances (collectively, the "Property ").
Grantor, to the limitation of such reservation made, reserves, for itself, its
successors and assir all oil, gas and other minerals in, on and under and that may be
produced from the 1': operty. Grantor, its 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 ti, reserved oil, gas, and other minerals and /or related to exploration
and /or production the oil, gas and other minerals reserved, including without
Contract of Sale
Page 17 of 20
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.
The term "minerals" shall include oil, gas and all associated hydrocarbons, and
shall exclude (i) all substances (except oil, gas and all associated hydrocarbons) 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 (except oil and gas) which are at or near the surface of the Property.
The intent of the parties is that the meaning of the term "minerals" as utilized, shall be in
accordance with tlt;tt sct forth in Reed v, fVylre, 597 S.W.2d 743 (Tex. 1980).
The term "surface of the Property" shall include the area from the surface of the
earth to a depth of fire hundred feet (500') below the surface of the earth and all areas
above the surface of tlrc earth.
This conveyance is subject to the following:
(All of (hose Fxceptions from Coverage found on Schedule B of the
Owners Titic Policy to which referenced is made for all purposes and
incorpiomtea h_. reference.)
TO HAVE AND TO HOLD the Property, together with all and singular the rights
and appurtenanccs in anywise belonging unto Grantee and Grantee's successors and
assigns forever; i-I Gr::ntor does bind Grantor and Grantor's successors and assigns to
WARRANT ANU, 17O1:1:VER 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.
Contract of Sale
Page 18 of 20
EXECUTED the _ day of , 2015
GRANTOR:
McKee -Krum Properties, LLC
By: Sharon McKee
Title: Manager;:. Sole NIcniber
State of Texas
County of Denton
This instruntent acknowledged before me on this" ____ day of April, 2015
by Sharon McKee, the 1` imiager and Sole Member of McKee -Krum Properties, LLC.
Notary Public, State of Texas
My Commission Expires:
Upon Filing Retuni To: Send Tax Billing Statements To:
The City of Denton- Enpinecring The City of Denton
Attn: Paul William can Attn: Finance Department
901 -A Texas Street 215 East McKinney Street
Denton, TX 76209 Denton, Texas 76201
C ..
ontract ._ ol'Salc _ _ .
Page 19 of 20
Exhibit "A" PAGE I to SWD
THE 15.037 ACRE TRACT SITUATED IN THE J. HANEY SURVEY,
ABSTRACT NO. 515, CITY OF DENTON, DENTON COUNTY, TEXAS.
ci or 'Ile
Page 20 of 20