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2016-134o�iNaNCE No. 2016-134 AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE EXECUTION OF A REAL ESTATE SALES CONTRACT ("CONTRACT") BETWEEN THE CITY OF DENTON ("CITY"), AS BUYER, AND DW CARMEL, LLC ("OWNER"), AS SELLER, FOR THE PURCHASE OF A 6.394 ACRE TRACT, MORE OR LESS, BEING SITUATED IN THE GIDEON WALKER SURVEY, ABSTRACT NO. 1330, LOCATED IN DENTON, DENTON COUNTY, TEXAS, ALSO KNOWN AS LOT 1, BLOCK KK, VILLAGES OF CARMEL PHASE SB, A PENDING SUBDIVISION PLAT, DENTON COUNTY TEXAS, AND KNOWN LOCALLY AS THE 5400 BLOCK OF EDWARDS ROAD, DENTON, DENTON COUNTY, TEXAS, AND IS MORE PARTICULARLY DESCRIBED IN THE CONTRACT ATTACHED AS EXHIBIT "A", FOR THE PURCHASE PRICE OF TWO HUNDRED SEVENTY EIGHT THOUSAND THREE HUNDRED TWENTY FIVE DOLLARS AND NO/100 ($278,325.00); 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 authorize�l ��a�: �� c��.�tad+� �w� �.� C�a��a1� ��,�� " Estate Sales Contract between the City of Denton, as Purchaser, and��+�wr1��,�� Seller, for the purchase price of $278,325.00 and under the terms and conditions set forth in the attached Exhibit "A", (ii) amend or modify the terms of the Contract, other than the purchase price; and, (b) execute any other documents necessary for closing of the transaction contemplated by the Contract. SECTION 2. The City Manager is authorized to make expenditures as set forth in the Contract. SECTION 3. The recitals provided in this ordinance, as set forth above, are expressly adopted as findings by the City Council of the City of Denton. SECTION 4. 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 5. This ordinance shall become effective immediately upon its passage and approva�� 1. PASSED AND APPROVED this the u��ay of �'�� , 2016, ,..._. �... � � �� ' ,� � . � � ` �. �" �� CHRIS ...�� , MAYO_— __ .w R ATTEST: JENNIFER WALTERS, CITY SECRETARY : ��'��'��f�"""�"&�1:� AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY � ,, �'� ' � �r � �� . �°' �� BY �_ ��'`� �"�� ,� ,�.~��""� a�.. �........__ Page 2 This REAL ESTATE SALES CONTRACT ("Contract") is entered into by DW CARMEL, LLC, a Texas limited liability company ("Seller"), and City of Denton, a Texas home rule municipal corporation ("Purchaser"). Seller wants to sell to Purchaser and Purchaser wants to purchase from Seller all of Seller's right, title, and interest in and to the real property described below. In consideration of these recitals, the mutual covenants, agreements, and obligations stated below, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Seller and Purchaser agree as follows: 1 " 1.1. Pro er . Subject to the terms and conditions set forth in this Contract, Purchaser agrees to purchase from Seller, and Seller agrees to sell to Purchaser, the fallowing desci°ibed property (collectively, "Property99�: (a) ti�at certain tract of land containing approximately �," ("Land99) located in Denton, Denton County, Texas, and more particularly described in the attached Exhibit A; (b} all rights, privileges, and appurtenances pertaining to the Land, 111CIUdlllg but not limited to all trees, timber rights and contracts for cutting timber, watei• rights, claims and permits, adjacent streets, and easements and rights of way; (c) all intangible property, if any, owned by Seller and pertaining ta the Land or the use of it, including but not limited to all present and future use of wastewater, wastewater capacity, drainage, drainage ca}�acity, water, water capacity, or other utility facilities directly attributable to the Land; (d) all reservations af, commitments for, and letters cavering utility capacity, whether or not they are currently being used to the fullest extent available; (e) all of Seller's right, title, and interest and estates in any land lying within the bed of any stream, river, lake, or other waterway or body of water on or crossing that portion of the Land; (� all af Seller's right, title, and interest and estates in any iand within any easement or right of way or under any bed of any raad or highway, whether open or proposed on or crassing that portion of the Land; (g) all of Seller's right, title, and interest and estates in any excess land, vacancies, and strips and gores of land, if any, between that portion of the Land, and any adjoining real properties belonging to third parties; and (h) access to the Land. 2.1. Purchase Price. The purchase price for the Property ("Purchase Price") is Two Hundred Seventy Eight Thousand Three Hundred Twenty Five and No/100 Dollars ($278,325.00), payable in cash or other immediately available funds at Closing (as defined in Section 6.1). 3.1. Earnest Money Deposit. Within fourteen (14) business days after this Contract is fully executed by Seller and Purchaser, Seller will deposit with Reunion Title ("Title Company99), at 2i45 Wind River Lane, Denton, Texas 76210, a fully executed original counterpart of this Contract and the amount of Fourteen Thousand and No/100 Dollars ($14,000.00) to ensure prompt observance of this Contract by Purchaser ("Earnest Money Deposit"). All interest accruing on the Escrow Deposit will become a part of the Escrow Deposit and will be delivered to the party entitled to receive the Escrow Deposit. If the Purchaser does not timely deposit the Escrow Deposit(s) with the Title Company, Seller will have the right to terminate this Contract. At Closing, the Escrow Deposit will be applied to the payment of the Purchase Price. 3.2. Refundabilitv. After the Inspection Period (as defined in Section 5.1) expires, the Earnest Money Deposit will be nonrefundable to Purchaser, except that the Earnest Money �Deposit will be promptly refunded to Purchaser and the parties will have no further obligations if this Contract is terminated under Section 8.2. ,. , 4.1. Title Commitment and Surve� Seller will deliver or have delivered to Purchaser within thirty (30) days after the Final Plat Filing Date (as defined in Section 12.17) the following: (a) a current Commitment for Title Insurance ("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, Page 2 of 1G - Real Estate Sales Cantract estates or equities of any nature (each of which are referred to herein as an "Exception"); (b) true and correct copies of all instruments that create or evidence Exceptions ("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; and (c) a current on the ground survey of the Property ("Survey") prepared at Seller's expense by a surveyor selected by Purchaser which shall include the matters prescribed by Purchaser, which may include but not be limited to, a depiction of the location of all roads, streets, easements and rights of way, both on and adjoining the Property, water courses, 100 year flood plain, fences and improvements and structures of any kind and other matters provided in items 1-4, 6, 7a, 8, 10 and 11,13,16, 18, and 19 of Table A of the ALTA Minimum Standard Detail Requirements and contain the surveyor's certiiicate addressed to Seller, Purchaser, and the Title Company. The Survey shall describe the size of the Property, in acres, and contain a metes and bounds description thereo£ 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, shall be used to describe the Property in the deed to convey the Property to Purchaser and shall be the description set forth in the Title Policy. Notwithstanding the Survey of the Property, the Purchase Price for the Property shall not be adjusted in the event the Survey shall determine the Property to be either larger or smaller than that depicted in the attached Exhibit A, 4.2. Review of Title Documents. The review of the Commitment, the Exception Documents, and the Survey (collectively, "Title Documents") will be governed by the following terms: (a) Purchaser Obli atg ions• Purchaser will have until thirty (30) days after Purchaser's receipt of the last of the Title Documents ("Title/Survey Review Period") to provide to Seller written objections to the status of title to the Property. 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 Purchaser. (b) Seller Response, If Purchaser does timely deliver written objections to Seller, Seller will within twenty (20) days after receiving them ("Response Period") notify Purchaser of which objections Seller will cure before Closing ("Cure Notice"), Seller having no obligation to cure any of Purchaser's title objections. If Seller does not agree or is unable to timely cure all of Purchaser's title objections, Purchaser may either (1) waive the title objections in writing and purchase the Property despite them, in which event the title objections will be deemed Permitted Exceptions, or (2) terminate this Contract by giving written notice to Seller within five (5) business days after the Response Period, in which event the Earnest Money Deposit will be returned to Purchaser on demand, and neither Seller nor Purchaser will have any further obligations under this Contract except for those that expressly survive its termination. 4.3. Convevance bv Deed. Seller will deliver to Purchaser at Closing a Special Warranty Deed in the form and substance of Exhibit B("Deed") conveying fee simple title to the Real Property to Purchaser, subject to the exceptions to title contained in the Title Documents approved or waived by Purchaser under Section 4.2. ,. � � , 1 , , � 5.1. Inspection Period. The Purchaser's inspection and examination of the Property will be governed by the following terms: (a) Time Period. For the Independent Contract Consideration (as defined in Section 12,10), Purchaser will have a period of seventy five (75) days after the Final Plat Filing Date ("Inspection Period"), during which time Purchaser, or its authorized agents or representatives, will be entitled to enter on the Property for the purpose of inspecting, examining, and conducting tests on the Property. (b) Termination. If Purchaser, in its sole discretion, is dissatisfied with the results of the inspection of the Property, regardless of whether any tests or inspections were actually made by Purchaser, Purchaser may, by written notice delivered to Seller before the Inspection Period expires, terminate this Contract, in which event the Earnest Money Deposit will be returned to Purchaser on demand, and neither Seller nor Purchaser will have any further obligations under this Contract except for those that expressly survive its termination. If Purchaser does not terminate this Contract by delivery of written notice to Seller before the Inspection Period expires, Purchaser will no longer have a right of termination under this Section, but will have a continuing right to enter on the Property. (c) Indemnification. Except for the mere discovery of existing defects or conditions affecting the Property, Purchaser will release, indemnify, and hold Seller harmless from and against any liabilities, claims, demands, or actions incident to, resulting from, or in any way arising from any such test, report, inspection, or analysis or any entry by or on behalf of Purchaser onto the Property. The terms of this Section will expressly survive the termination or Closing of this Contract. 5.2. Environmental Survey. The inspection and examination of the Property relative to the environmental condition of the Property will be governed by the following terms: (a) Examination Authoritv. Purchaser, at its expense, will have the right to conduct Phase I and, if necessary, Phase II envirpnmental surveys (collectively, "Environmental Survey") of the Property, which must be completed before the Inspection Period expires. If an Environmental Survey is conducted, Purchaser will deliver to Seller a written report stating the findings obtained in the Environmental Survey. (b) Remediation/Termination. If, as a result of the Environmental Survey, or by any other means, Purchaser or Seller becomes aware of the existence of toxic or hazardous wastes (including asbestos) or other environmental contamination on or within Page 4 of 16 - Real Est�te Sales Contract the Property, Purchaser will have the right to immediately terminate this Contract before the Inspection Period expires. If Purchaser terminates this Contract under this Section, the Earnest Money Deposit will be returned to Purchaser and the parties will have no further obligations under this Contract except for those that expressly survive its termination. 5.3. Document Inspection. To facilitate Purchaser's inspection of the Property, Seller will provide to Purchaser, within thirty (30) days after the Final Plat Filing Date, but only to the extent within Seller's actual possession, true, correct, and complete copies of (i) all reports, tests (including all engineering investigations, tests, and environmental studies), (ii) surveys made with respect to the Property within five (5) years before the Final Plat Filing Date, and (iii) all Service Contracts. Additionally, Seller will provide any further information in its actual possession relating to the Property that may be reasonably requested in writing by Purchaser. Purchaser acknowledges that any information of any type that Purchaser has received or may receive from Seller or its agents is furnished to Purchaser as a courtesy only and on the express condition that Purchaser will make an independent verification of the accuracy of the information. . , � 6.1. Closine Date. The consummation of the transactions contemplated by this Contract (66Closing") will take place in the offices of the Title Company, on or before 4:00 p.m, on the first business day thirty (30) days after the date on which the Inspection Period expires ("Closing Date"). 6.2. Closin� Costs. At Closing, Seller will pay (a) any costs related to the issuance of the Commitment, any inspection fees charged by the Title Company in connection with the issuance of the Owner Policy, and the base premium for the Owner Policy, (b) the cost of satisfying any liens not deemed Permitted Exceptions, (c) Seller's legal fees, (d) one-half (1/2) of any escrow or closing fee charged by the Title Company and the cost of any tax certificates, municipal and utility lien certificates, and any other Title Company charges, and (e) all other items normally paid by sellers in real estate transactions in Denton County, Texas. Purchaser will pay (a) the cost of Purchaser's due-diligence inspection, (b) the cost to modify the areas-and- boundaries exception in the Owner Policy to read "shortages in area" only (if requested by Purchaser), (c) the cost for any extended coverages or endorsements to the Owner Policy required by Purchaser and any lender of Purchaser, (d) the premium for the Lender Policy of Title Insurance, (e) Purchaser's legal fees, (fl one-half (1/2) of any escrow or closing fee charged by the Title Company, and (g) all other items normally paid by purchasers in real estate transactions in Denton County, Texas. 6.3. Ad Valorem Tax Proration. Title to the Property on the day of Closing will belong to Purchaser, and any ad valorem tax proration to be made as of Closing will be made as of 12:01 a.m., Central Time, on the Closing Date. Specifically, ad valorem taxes relating to the Property shall be adj�usted or prorated between Seller and Buyer for the calendar year in which the Closing occurs and shall be submitted by Seller to the Denton County Tax Assessor as of the Closing Date. Ad valorem tax for the calendar year in which the Closing shall occur shall be tendered under Texas Property Tax Code Section 26.11. 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. 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 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. 6.4. Seller's Obli�ations at Closin�. At Closing, Seller will deliver, or have delivered in accordance with local custom and practice, to the Title Company the documents in (a)-(d) below, each of which will be duly executed and, if appropriate, acknowledged, together with any other necessary or appropriate items or instruments: (a) Deed. A Special Warranty Deed in the form and substance of Exhibit B conveying fee simple title to the Real Property to Purchaser, subject to the exceptions to title contained in the Title Documents approved or waived by Purchaser under Section 4.2. (b) Nonforei�n Affidavit. An affidavit required under Internal Revenue Code Section 1445 stating, under penalty of perjury, that neither Seller nor any other party so swearing is a foreign person within the meaning of Section 1445. (c) Evidence of Authoritv. Any documents reasonably requested by the Title Company or required by this Contract to confirm that this transaction and the parties executing the documents are fully authorized and empowered to act. (d) Owner Policv. An Owner's Policy of Title Insurance ("Owner's Title Policy") issued by the Title Company, insuring good and indefeasible title to the Property in Purchaser in a face amount equal to the Purchase Price, and containing no exceptions other than the Permitted Exceptions 6.5. Purchaser's Oblieations at Closin�. At Closing, Purchaser will deliver, or have delivered in accordance with local custom and practice, to the Title Company the following: (a) Cash Funds. The cash funds for the Purchase Price (as defined in Section 2.1). (b) Closing Documents. Counterparts of the document referred to in Section 6.4(b), which will be duly executed by Purchaser and, if appropriate, acknowledged, together with any other and shall contain no other exceptions to title, with the standard printed or common exceptions amended or deleted as follows: (i) 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); (ii) no exception will be permitted for "visible and apparent Page G of 1G - Real Estate Sales Contract 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); (iii) no exception will be permitted for "rights of parties in possession", unless otherwise agreed by Buyer; and (iv) no liens will be shown on Schedule C, Notwithstanding the enumeration of the following exceptions, amendments and/or deletions, Buyer may object to any Exception it deems material, in its sole discretion: (c) Evidence of Authoritv. Any documents reasonably requested by the Title Company or required by this Contract to confrm that this transaction and the parties executing the documents are fully authorized and empowered to act. � 6.6. Deliverv of Possession. Possession of the Property will be delivered to Purchaser at Closing, after completion of funding, subject only to the Permitted Exceptions. ,. . .. . � .••. . � � . 7.1. Seller's Representations, Warranties, and Covenants. Seller represents, warrants, and covenants to Purchaser the following: (a) Authoritv. Seller has been duly organized and is in good standing under the laws of the state of its organization. Seller has the legal right and authority to enter into this Contract and to transfer all of the Property under this Contract. The person signing this Contract on Seller's behalf is authorized to do so. (b) Condemnation; Le�al Action. To Seller's actual knowledge, there is no pending or threatened condemnation or similar proceeding affecting the Property or pending public improvements, liens, or special assessments in, about, or outside the Property that will affect the Property or access to it, nor any legal action of any kind affecting the Property that will affect Purchaser, nor is any such legal action presently contemplated. (c) Governmental _Requirements. To Seller's actual knowledge, Seller has complied with all applicable laws, ordinances, regulations, statutes, rules, and restrictions pertaining to and affecting the Property, and Seller's performance of this Contract will not result in any breach of, constitute any default under, or result in imposition of any lien or encumbrance on the Property under any agreement or other instrument to which Seller is a party or by which Seller or the Property might be bound. (d) Environmental. Seller has no actual knowledge of and has not received any written notice about any violation of Environmental Laws related to the Property or the presence or release of Hazardous Materials on or from the Property or any adjacent property. Neither Seller nor, to Seller's actual knowledge, any other person or entity has ever (1) used, generated, processed, stored, disposed of, released, or discharged any Hazardous Materials on, under, or about the Property, or (2) transported Hazardous Materials to, from, or across the Property except as reflected in any environmental report, studies, or written disclosure actually delivered by Seller to Purchaser. To Seller's actual knowledge, the Property is in compliance with all applicable Environmental Laws. To Seller's actual knowledge, there are no orders, judgment, claims, suits, or proceedings concerning or affecting the Property relating to any Environmental Law. Seller has not received any written notice of any threatened or pending suit or proceeding concerning the Property relating to any Environmental Law. The term 66Environmental Laws" includes the Resource Conservation and Recovery Act, the Comprehensive Environmental Response Compensation and Liability Act, and other federal laws governing the environment, pollution, or hazardous materials in effect on the Effective Date of this Contract, together with their implementing regulations and guidelines as of the Effective Date of this Contract, and all state, regional, county, municipal, and other local laws, regulations, and ordinances that are similar to the federal laws stated above or that purport to regulate the environment, pollution, or hazardous materials. The term "Hazardous Materials" includes any substance, material waste, pollutant, or contaminant regulated, listed, or defined as hazardous or toxic under any Environmental Law. To Seller's actual knowledge, the Property has not been used as a landfill or as a dump for garbage or refuse. ( fl Terrorist Organizations Lists. Neither Seller nor, to Seller's actual knowledge, any of its respective partners, members, shareholders, owners, employees, officers, directors, representatives, or agents is or will become a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control of the Department of the Treasury (including those named on the OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action. (g) Pendin� Actions. To Seller's actual knowledge, Seller has not received written notice of any action, lawsuit, arbitration, unsatisfied order or judgment, government investigation, or proceeding pending against Seller that, if adversely determined, could materially interfere with the transaction contemplated by this Contract. (i) No New or Amended A rg eements. After the Effective Date, Seller will not, without Purchaser's prior written consent, which may be withheld or denied in Purchaser's sole discretion, enter into any leases, licenses, occupancy agreements, or other agreements providing for the use or occupancy of the Property or services for the Property for a term that extends beyond the Closing Date. ' * ° ' • Purchaser 7.2. Purchaser s l�� resentat�ons. Warrant�es, ��i�d Covenants. represents, warrants, and covenants to Seller the following: (a) Authority. Purchaser has been duly organized and is in good standing Page 8 of 1G - Real Estate Sales Contrxct under the laws of the state of its organization. Purchaser has the legal right and authority to enter into this Contract and to make the transactians under this Cantract. The execution, delivery, and perfarmance of this Contract have been duly autharized, and no other action by Purchaser is required for the valid and binding execution, delivery, and perfarmance af this Contract, except as otherwise expressly provided. There is no agreement to which Purchaser is a party or, to Purchaser's knowledge, binding on Purchaser that is in conflict with this Contract. (b) Terrorist Or�anizations_Lists. Neither Purchaser nar, to Purchaser's actual knowledge, any of its respective partners, members, shareholders, owners, employees, officers, directors, representatives, or agents is ar will became a persan or entity with whom U.S. persons or entities are restricted from daing business under regulatians of the Office of Fareign Asset Control of the Department of the Treasury (including those named on the OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persans Who Cammit, Threaten to Commit, or Support Terrorism), or ather governmental action. 7.3. As Is. Once the Inspection Period has expired, Purchaser w►ll have exam►ned and inspected the Property, reviewed all instruments, recards, and documents that Purchaser deems appropriate or advisable to review in cannection with this transaction, and, at its awn cost and expense, made its own independent investigation into the Property and all other aspects of this transaction. . . . • . • . . �. . . .. . + . � ... , � * . ! � � l• • � � � � � � . . . .. . � �. .•*. � .! • • � •' �, • • • • • •• • • • . . � �. �. ..�. . �. *. .. � . . �� . � . • � ,: . . � � .. . � R ... � � ♦ ��: � 1 ,: ' � � � ,. � �. 1 � � � . ��... • �' � �� .. � , . � � ��. � � � !�� . ! �.: . ,. � .. � ... � �'� 1 � � �� . � � , � �:. ...... � .,' � .... � � . . � �� ♦ �: ..�� ♦. ,. ��.... �., ...... ,. . ...... �� . . ��. . � � � �� . � ��. � � ,��; �. • ♦ 1 .,�. ♦ l; � .. L ... � , �.. �� . � ��. , '� 1 , . �.. �:.... � �. � � ,. � .� � � � �..,.... •�.. �' , � . � �. �� . ♦ l. . . � 1. � •: , . � .. � 1 ' � ♦ ,' � . • .. �. �...... , .�... � .. � ,,. � . � � . � . : � I�. � � � . ,. . . . *�. � � ; � / . � ��. � , . l�: i ,�. � l 1 �. �.. ��. , ,� .�� . �� ! , . �. ��. � �� ... ., � � � � .�. . � � ��. � !: � � �'� . �: �. � . �. �� ♦ �: . �. . � !, .� � � ��. ��: �. � . , � ,�� • , ��. � � ��... � � �� . , �. �. � �� : � ��. �� . ��.... '. . ,' �� . L � �` , ' �r; �r, � �r , ; � �r . � �., ►� r � ,' � ' + �' ' � � '� �, ' � � , . r r , • ,, , r r r r � r ► ��' � , a ►' � ' � r � � r � ► � ,, � c � � r c � ' � � BUSINESS MATTERS THAT ENABLE IT TO EVALUATE THE MERITS AND RISK5 OF THE TRANSACTION CONTEMPLATED BY THIS CONTRACT AND THAT PURCHASER IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION. PURCHASER AGREES THAT THE PROVISIONS IN THIS SECTION WILL SURVIVE THE CLOSING. PURCHASER WILL RELY SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED BY SELLER, ITS AGENTS, OR ITS CONTRACTORS. SELLER WILL N4T BE LIABLE OR BOUND IN ANY WAY BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION ABOUT THE PROPERTY OR ITS OPERATION FURNISHED BY ANY PARTY PURPORTING TO ACT ON SELLER'S BEHALF. 8.1. Purchaser's Default. If Purchaser defaults in its obligation to purchase the Property from Seller under this Contract, Seller may, as its sole and exclusive remedy for the breach, terminate this Contract by written notice to Purchaser and the Title Company, and upon any such termination the Title Company will immediately deliver to Seller the Earnest Money Deposit, which is agreed on as the amount payable by Purchaser to Seller in consideration of Purchaser having the option to refuse to purchase the Property without any liability on account of its refusal other than payment of the Earnest Money Deposit. 8.2. Seller's Default. If Seller defaults in its obligation to convey the Property to Purchaser under this Contract, the Purchaser may, as its sole and exclusive remedy, either (i) terminate this Contract by written notice to Seller and the Title Company, in which event the Earnest Money Deposit will be returned to Purchaser, or (ii) enforce specific performance of Seller's obligations under this Contract. In no event will Seller be liable to Purchaser for any actual, punitive, speculative, consequential, or other damages. 9.1. Risk of Lass. Risk of loss due to casualty up to and including the Closing Date will be borne by Seller (as between Seller and Purchaser), except to the extent of any loss or damage caused solely by the acts of Purchaser or its agents, employees, contractors, or invitees. The provisions of this Section will govern despite any contrary provisions of Texas Property Code Section 5.007. 9.2. Co��cl��nati�n, By written notice to Purchaser given within three (3) days after Seller receives written notice of proceedings in eminent domain affecting the Property that are contemplated, threatened, or instituted by anybody having the power of eminent domain, Purchaser may (a) terminate this Contract and the Earnest Money Deposit will be immediately returned to Purchaser without the necessity of obtaining any consent or release by Seller, or (b) proceed under this Contract, in which event Seller will, at Closing, assign to Purchaser its entire right, title, and interest in and to any condemnation award. The provisions of this Section will govern despite any contrary provisions of Texas Property Code Section 5.007. Page 10 of 1G - Real Estate Sales ContrAct ARTICLE 10 BROKER FEES AND COMMISSIONS 10.1. No Brokera�e Fees. Neither Seller nor Purchaser has contacted any real estate broker, agent, finder, or similar person in connection with the negotiation and execution of this Contract, the transactions contemplated by it, or the sale and purchase of the Property. To the actual knowledge of Seller and Purchaser, no Acquisition Fees have been paid or are due to any other person or entity. As used this Section, "Acquisition Fees" means all fees paid to any person or entity in connection with the selection and purchase of the Property, including real estate commissions, selection fees, nonrecurring management and startup fees, development fees, and any other similar fees. If any claims for Acquisition Fees are ever made against Seller or Purchaser in connection with the transactions contemplated by this Contract, all such claims will be the responsibility of the party whose commitments form the basis of the claims. Seller and Purchaser each agree to indemnify and hold harmless the other from and against any and all liabilities, claims, demands, or actions for or with respect to Acquisition Fees asserted by any person, firm, or corporation in connection with this Contract or the transactions contemplated by it, and any court costs, attorney fees, or other costs and expenses arising from it, insofar as any such liabilities, claims, demands, or actions are based on a contract or commitment of the indemnifying party. This indemnification provision will survive the Closing or the termination of this Contract, as applicable. ARTICLE 11 NOTICE 11.1. Notice Desi�nation. All notices required or permitted under this Contract must be in writing and be served on the parties at the addresses listed below. Unless otherwise provided, all notices must be given or served (a) by overnight delivery using a nationally recognized overnight courier, (b) by personal delivery, (c) by fax transmission during normal business hours with a confirmation copy delivered by another method permitted under this Section other than e- mail, or (d) by e-mail sent to the e-mail address listed below with a confirmation copy delivered by another method permitted under this Section other than fax transmission. Notice given by all permitted forms other than fax transmission or e-mail will be effective on the earlier of actual delivery to the address of the addressee or refusal of receipt by the addressee (even if the addressee refuses delivery). Notice given by fax transmission or e-mail will be effective on the transmission or attempted transmission of a fax to the phone number designated as the recipient's fax number during normal business hours or an e-mail to the e-mail address designated as the recipient's e-mail address during normal business hours. A party's address, fax number, or e- mail address may be changed by written notice to the other party, but a notice of change is not effective until actual receipt of the notice. Copies of notices are for informational purposes only, and a failure to give or receive copies of any notice will not be deemed a failure to give notice. Notices given by a party's attorney will be deemed given by that party. The notice addresses of the parties are specified below until further notice: Seller: Purchasern City of Denton Paul Williamson Real Estate and Capital Support 901-A Texas St. Denton, Texas 76209 Fax(940)349-8951 Email paul.williamson@cityofdenton.com with a copy to: City of Denton Larry Collister, Deputy City Attorney City Attorney's Office 215 E. McKinney St. Denton, Texas 76201 Fax(940)382-7923 Email larry.co I lister@cityofdenton.com 12.1. Bindin� Aereement. This Contract and all of its terms, provisions, and covenants will apply to, be binding on, and inure to the benefit of the parties and their respective successors and assigns. 12.2. Headin�s. The headings used in this Contract are for convenience only and are not intended in any way to limit or expand the terms and provisions of this Contract. 12.3. Time of Essence. Time is of the essence in this Contract. 12.4. Governin� Law. This Contract will be governed by and interpreted under the laws of the State of Texas, regardless of any conflict-of-law rules. This Contract will be specifically performable in Denton County, Texas. 12.5. Entire A�reement. This Contract contains the entire agreement of the parties. All understandings, discussions, and agreements previously made between the parties, written or oral, are superseded by this Contract, and neither party is relying on any warranty, statement, or representation not contained in this Contract. 12.6. Amen�l��ent. This Contract may not be altered, changed, or amended except by a written agreement signed by all parties. Pngc 12 of 1G - Real Estate Sales Contrnct 12.7. Counterparts. This Contract may be executed in two or more counterparts, each of which will be deemed an original and all of which together will constitute one agreement. 12.9. Date Computation. If any significant date falls on a Saturday, Sunday, or federal or state holiday, the date will be deemed moved to the next business day that is not a Saturday, Sunday, or federal or state holiday, The term "business day" means a day that is not a Saturday, Sunday, or federal or state holiday. 12.10. Contract Consideration. In addition to the Earnest Money Deposit, Purchaser will pay to Seller the amount of One Thousand Dollars ($1,000.00) as independent contract consideration for Seller's execution and delivery of this Contract and all of its provisions, including Purchaser's right to terminate this Contract during the Inspection Period. This consideration is in addition to and independent of any other consideration or payment provided in this Contract and is nonrefundable to Purchaser. 12.11. Effective Date. The date that the Title Company acknowledges receipt of the fully executed copy will be the Effective Date of this Contract. 12.12. Construction. This Contract is the result of negotiations between the parties, neither of whom has acted under any duress or compulsion, whether legal, economic, or otherwise. Accordingly, the terms and provisions of this Contract will be construed in accordance with their usual and customary meanings. Seller and Purchaser waive the application of any rule of law that would otherwise apply in the construction of this Contract that ambiguous or conflicting terms or provisions should be construed against the party who (or whose attorney) prepared the executed Contract or any earlier draft of it. 12.13. Exchan�e. Seller may elect to participate in a tax-deferred exchange under the Internal Revenue Code. If Seller elects to participate, Purchaser will reasonably cooperate with the election; however, Purchaser will have no obligation to incur any cost or liability or to take title to any real property (other than Purchaser's acquisition of the Property under this Contract), and the Closing will not be conditioned on or unreasonably delayed by any exchange. Seller will provide all documents requested from Purchaser at least seven (7) days days before the Closing and will indemnify and hold Purchaser harmless from any claims, liabilities, or damages arising from the cooperation, and the indemnity obligation will expressly survive the termination or Closing of this Contract. 12.14. Survival Clause. The provisions of Section 6.3, Article 7, and Article 10 of this Contract will survive the Closing and remain in full force and effect between the parties. 12.15. 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 Purchaser, Seller and Purchaser 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 12.16. Dele�ation of Authority. Authority to take any actions that are to be, or may be, taken by Purchaser under this Contract, including without limitation, adjustment of the Closing Date, are delegated by Buyer, pursuant to action by the City Council of Denton, Texas, to Emerson Vorel, Jr., Director of Parks and Recreation, of Purchaser, or his designee. 12.17. l+i�r��l I'1a�� `�l��l� ��; 1�ilc�� '!�`��I�i�� l+�i ��'�t�� i��i��u� crl° l+;l'l'��:ti��a�: q:�,�a1c.° �+��a;��l Plat Filin� Date; Automatic Termination. a. A Final Plat for the Property, which meets the requirements of the Memorandum of Understanding dated July 31, 2015 and which is attached as Exhibit C, must be filed in accordance with Section 35.16.12.3 of the Denton Development Code no later than eighteen (18) months after the Effective Date. b. The date the Final Plat is iiled as set forth above will be the Final Plat Filing Date. c. If the Final Plat is not filed as required herein this Contract will terminate automatically and with no further action required by the parties and the Earnest Money Deposit will be immediately refunded to Purchaser by the Title Company. SELLER: DW CARMEL, LLC, a Texas limited liability company By: MARQUIS UG VENTURE, INC., a Texas corporation : Douglas M. Hickok, President Executed by Seller on the day of ___ _.mm„m m __, 2016. PAgc 14 of 1G - Real Estate Sales Contract . . � � 1 � ; . - , # . _ r. • r� . � : -# �- •�- .+- Executed by Buyer on the day of � w_____ �____2016. . . �� ., �. .,�� R � � �:; � � � � � ... � ♦ � R � � R, � � � � I��.. SELLER: �a(n) _.....�.�.....�..��..__�_-- By: y___ _ ............. Name: ...�............_______ Title: PURCHASER: a(n) .�...�.��......... ...� .............. BY� ..�..�...��____----- Name: Title: _— ...........��.�. � : � '� The undersigned title company, Reunion Title, referred to in this Contract as the Title Company, acknowledges receipt of (i) a fully executed copy (or executed counterparts) of the Contract, and, (ii) the Earnest Money Deposit; and accepts the obligations of the Title Company as stated in the Contract. TITLE COMPANY Reunion Title By � Printed Name: .,.......�... - Title: Contract receipt date; _�r mm mmm ,m�___ , 2016 (`Bffective Date") Page 16 of 16 - Real Estate Sales Contract Attachment to Real Estate Sales Contract . • ALL that certain lot, tract or parcel of land lying and being situated the Gideon Walker Survey, Abstract Number 1330, in the City and County of Denton, State of Texas and being a portion of a 44.91 acre tract described in the deed to DW Carmel, LLC, recorded under Instrument Number 2015-27142, Real Property Records, Denton County, Texas and being more particularly described as follows: BEGINNING at a point in the intersection of Edwards Road and Swisher Road at the northeast corner of said 44.91 acre tract; THENCE South 02 degrees 39 minutes 52 seconds West along the most northerly east line of said 44.91 acre tract a distance of 733.52 feet to a point for corner; THENCE North 87 degrees 46 minutes 03 seconds West along the most northerly south line of said 44.91 acre tract a distance of 435.83 feet to a point for corner; THENCE North 02 degrees 37 minutes 47 seconds East a distance of 737.12 feet to a point for corner, said point lying on the most northerly north line of said 44.91 acre tract; THENCE South 87 degrees 17 minutes 38 seconds East along the most northerly line of said 44.91 acre tract a distance of 436.26 feet to the POINT OF BEGINNING and containing an overall acreage of 7.361 acres, of which 6.394 acres are within the limits of Lot 1, Block KK of the pending Final Plat of the Villages of Carmel, Phase SB and 0.967 acre lies within the street right-of-way dedication areas for Edwards Road and Swisher Road, bounding the north line and east line of said Lot 1, Block KK, respectively. 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IPJ`.�1. �ICi ?C11� 1,a�7�� .f�,�.�:. ��. �:�,i.�u. �-i. c�i�� ir�C.� �viw �.� f;YN��fNll� 6�I.thuw�� .�; ui��=r�r i��uc�. �c��a�� ar��>�?;.� C'),I�'ol).ti;.��L --.......� ......... ....... . .... I YW i" �� r7 � f"4.'Y �/... Y.� Y`� �.,�..:. ��'�:� ��. ��"�uii. r�i.)�.i�i.......�7 °�Ye:.'1r.�'..,�J 1 �.�,�,�,�. �. I...FE::: >"��^. f�'iy�...f�C,�7tN�Fr��yI�Q..[�)p N&p-V°�p�I::��^vN�/IU��E:�::: �'\4.i�U..10 4�1A f.)�....r.��V'd10 (I....�....L.A V. 1�€��7, V'. �i%N, �;. f"�. C�?. Cr. �1. � J � -S'.�FC')° C:�F��tl�l��._ UV, I E�::��10,�� (:;.(,. BY�a°�T. hJ�ao , "6',......;.57�%?�� V:).U�.C�.C;'. V. p....: ..�....�.___ ° _ . ......... .,,......_. ' t..,1 , . . -�.�....u_ . � ._....�. . .. G�1 , ..e..,__, i:�e�.a. �Ot�.��7f�Y L. �;f?��hif JB�C) . . �i11� la °� . °' �aGVV� !�I::::I....C...Y I�. t:C?,��Fu C)�C� kl�r�� tc� ¢:'� , ` i � o �:. ( �'� � �., u`� �.�). � �._....m��DC��--,��iro��7 �:'.i.V"?I..).C."r. Ch1cJt �a�� p..._ y "`� c:iid will L.A.f e� . � w_ _.. __. �` P..7.� � ,......_.„. ,...._a._.. G'a .,a..... C� C� I..I'1 C� C� �i; ��` �iY1 ° C.� „ ° � � .� . ............ . . ...................... EVY77�YT G6D97 L1111 1 1 1D 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. STATE OF TEXAS COUNTY OF DENTON . . , KNOW ALL MEN BY THESE PRESENTS That DW CARMEL, LLC, a Texas limited liability company ("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, a Texas home rule municipal corporation ("Grantee"), 215 E. McKinney, Denton, Texas 76201, the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee all the real 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") Exceptions to conveyance and warranty: [Insert Permitted Exceptions, if any] Grantor hereby assigns to Grantee, without recourse or representation, any and all claims and causes of action that Grantor may have for or related to any defects in, or injury td, the Property. TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereta in anywise belanging unto Grantee and Grantee's successors and assigns forever; and Grantar does hereby bind Grantor and Grantor's successors and assigns to WA NT AND FOREVER DEFEND all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming ar to claim the same or any part thereof when the claim is by, through, or under Grantar but not otherwise. EXECUTED the day of ...,..... _......�.�.�.�.�.�...........�....._..._� 2016. � D VV l.tid�1V1ELy LLI.y a Texas limited liability campany By: Its Manager MARQUIS UG VENTURE, INC. A Texas corporation : Douglas M. Hickok, President � � •� !; BEFORE ME, the undersigned, a Notary Public in and for the said County and State, on this day personally appeared Dauglas M, Hickak, President of Marquis UG Venture, Inc. a Texas carporatian, Manager of DW CA EL, LLC, a Texas limited liability campany, known to me to be the person whase name is subscribed to the foregaing instrument and acknowledged to me that he executed the same in the capacity and for the purpase and consideration therein expressed. GIVEN UNDER MAY HAND AND SEAL OF OFFICE, this the day of � 2016. Upon Filing Return To: The City af Dentan-Engineering Attn; Paul Williamson 901-A Texas Street Denton, TX 76209 Notary Public, State of Texas My cammission expires: ___ Property Tax Bills To: City of Denton Finance Department 215 E. McKinney Street Dentan, Texas 76201 Attachment to Special Warranty Deed ; . ALL that certain lot, tract or parcel of land lying and being situated the Gideon Walker Survey, Abstract Number 1330, in the City and County of Denton, State of Texas and being a portion of a 44.91 acre tract described in the deed to DW Carmel, LLC, recorded under Instrument Number 2015-27142, Real Property Records, Denton County, Texas and being more particularly described as follows: BEGINNING at a point in the intersection of Edwards Road and Swisher Road at the northeast corner of said 44.91 acre tract; THENCE South 02 degrees 39 minutes 52 seconds West along the most northerly east line of said 44.91 acre tract a distance of 733.52 feet to a point for corner; THENCE North 87 degrees 46 minutes 03 seconds West along the most northerly south line of said 44.91 acre tract a distance of 435.83 feet to a point for corner; THENCE North 02 degrees 37 minutes 47 seconds East a distance of 737.12 feet to a point for corner, said point lying on the most northerly north line of said 44.91 acre tract; THENCE South 87 degrees 17 minutes 38 seconds East along the most northerly line of said 44.91 acre tract a distance of 436.26 feet to the POINT OF BEGINNING artd containing an overall acreage of 7.361 acres, of which 6.394 acres are within the limits of Lot 1, Block KK of the pending Final Plat of the Villages of Carmel, Phase SB and 0.967 acre lies within the street right-of-way dedication areas for Edwards Road and Swisher Road, bounding the north line and east line of said Lot 1, Block KK, respectively, . � � 58717'38 E: K ,�� ., � �� irt '� ��,� �., J, `�� '�,� ��'q'c;, 1�"_Y7 !3 a�a-"°"�, 64. � ,r� �' i. �'r �- �. �" "r^"". / ,G�' �'"�'� .. ,.��'�, �, �'r""'� p r aqY ,. �"� �4i� I err ��7,(�' � 6'7.5' � �� e��a . ,�� ` 1 1 � ti �.5�i�.0° �w1t��r �r93.�S�: � kfo1��i c� fP. f37"s:>'�,",°�k"" f�V �. 57;..�t5.��;�r" ec;r , 1 � ats' ,1li7 asc�. f4. ��;;� k#1 �'W��1: �W 1 Ci, tl,.JC?" . 1.� r.;;. 00 :iC,, fC, q-�k f d�. 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