2017-388S:\Legal\Our Documents\Ordinances\17\Ordinance - Villages of Carmel Edwards Road Development Agmt.doex
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WHEREAS, the City Council of the City of Denton hereby finds that the Development
Agreement (the "Agreement") between the City of Denton and DW Carmel, LLC (the
"Developer") providing for payment by Developer to City of $400,000.00 for the City to construct
approximately 1,670 linear feet of the perimeter paving improvements required for the Villages of
Carmel, Phase 5A and 5B, serves a municipal and public purpose and is in the public interest; and
WHEREAS, the City of Denton and Developer have negotiated the Agreement for the
mutual benefit of the parties and the general public, a copy of which is attached hereto as Exhibit
"A" and made a part hereof by reference; NOW, THEREFORE,
Section I. The City Council finds that the recitals made in the preamble of this Ordinance
are true and correct, and incorporates such recitals into the body of this ordinance as if copied in
their entirety.
Section II. The City Manager, or his designee, is hereby authorized to execute the
Agreement and to carry out the duties and responsibilities of the City under the Agreement.
Section III. This Ordinance shall become, effective immediately upon its passage.
PASSED AND APPROVED this they ` day of 201T
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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APPRO :I) ASTO LEGAL FORM:
AA,1� )N W:1' AL, CITY ATTORNEY
DEVELOPMENT AGREEMENT BETWEEN
CITY OF DENTON AND DW CARMEL, LLC
T DevelopMiieiitAgreement (this "Agreement") is made and entered into as of the
017 (the "Effective Date"), by and between the City of Denton,
Texas, a I e as Municipal Corporat'.imi (the "City"), and DW Carmel, LLC, a Texas limited
liability company, whose principle place of business is located at 5305 Village Creek Drive,
Plano, Texas 75093 ("Developer"). The City and Developer are sometimes hereinafter
referred to individually as "Party", and collectively as the "Parties".
WHEREAS, Sec. 212.071 of the Tex. Loc. Gov't Code authorizes the City to enter
into a written agreement with a developer of a subdivision or land in the city to construct
public improvements related to the development of the land and to participate in the cost
related to same; and
WHEREAS, Developer is developing a residential subdivision by the name of
Villages of Carmel located generally North of Pockrus Page Road, South of Edwards Road,
East of Mayhill Road and West of Swisher Road in the City of Denton, Denton County,
Texas (the "Development"); and
WHEREAS, the Development has been and continues to be constructed in several
phases, namely Phase 1, 2, 2A, 2B, 2C, 2D, 3, 4A, 4B, 5A and 513 ("Phases"), and the
Developer elected to phase its perimeter street requirements so that the perimeter paving
improvements adjacent to each phase would be completed as each phase is platted pursuant
to Sec. 35.20.2.L.3.c. of the Denton Development Code; and
WHEREAS, Phase 5A and Phase 513 of the Development (the "Property"), which
Final Plats are attached as Exhibit A hereto and incorporated herein, are directly adjacent
to Edwards Road, which is an unimproved perimeter street ultimately designated as a
Commercial Mixed -Use Collector (73 -foot total right-of-way width), so that a minimum of
36.5 -ft from the centerline of the street to property line of Phase 5A and Phase 513 would be
required to be dedicated as Right -of -Way along the Phase 5A and Phase 513 frontage, and
25 -feet in width of asphalt pavement (including concrete curb and gutter), 8 -feet in width
of sidewalk, and related drainage improvements would be required to be constructed from
the eastern edge of the Development's Phase 2C up to the Swisher Road and Edwards Road
Intersection ("Edwards Improvements"); and
WHEREAS, TXDOT closed the Post Oak Road overpass at I -35E for
improvements, resulting in a temporary increase in traffic along Edwards Road (the
"TXDOT Improvements"), shortly after the approval of the Phase 5A plat on or about
September 16, 2015; and, the Director of Engineering Services determined that for public
safety and traffic efficiencies, the Edwards Improvements should not be constructed at the
same time as the TXDOT Improvements because at least one street needed to be kept open
for traffic flow to and from the Development and for benefit of City of Denton emergency
services response timing to areas east of the Development; and
Page 1 of 8
WHEREAS, the parties have agreed to the City's purchase of approximately 6.394
acres of the Development from the Developer for the amount of $278,325.00 dollars, the
purchase of which being approved by the City on May 3, 2016, via Ordinance 2016-134,
being the prospective purchase of Lot 1, Block KK, of the Villages of Carmel Phase 513, an
approved but yet to be recorded pending subdivision plat within the City of Denton, Texas
(the "City Purchase Tract"), which Sales Contract is attached hereto as Exhibit B and
incorporated by reference herein; and
WHEREAS, the Sales Contract requires that a Final Plat for the Development,
Villages of Carmel Phase 5B, would be filed of record in the Real Property Records of
Denton County, Texas within six (6) months of the Effective Date of the Sales Contract,
and that the plat would conform with a Memorandum of Understanding between the parties
dated July 31, 2015 (the "MOU"), which MOU is attached as part of the Sales Contract
under IExhibit 13; and
WHEREAS, the MOU requires that the Phase 5B Final Plat, Lot 1, dedicate 0.9 acre
of right-of-way along Edwards and Swisher Roads, dedicate a 2.4 acre tract as "Upland
Habitat Area," provide a Park Land Dedication Area on 1.2 acres, provide the extension of
a 12 inch water main, and provide for the Edwards Improvements; and
WHEREAS, now that the TXDOT Improvements are completed in October 2016,
the Edwards Improvements still require completion; and, since the proposed City Purchase
Tract is adjacent to Edwards Road and the imposition by the City of a protracted schedule
delay upon Developer, impacted the construction timing of Developer's required Edwards
Improvements, the City wishes to participate in the construction and cost of the Edwards
Improvements under the terms and conditions as stated herein, using the Construction
Plans/Design already approved for the Developer; and
WHEREAS, the City has not filed the Final Plat for Phase 5B of the development
pending the execution of a "3 -way Development Agreement" to complete the construction
of the Edwards Improvements; however, the parties agree that this Development Agreement
will take the place of the 3 -way Development Agreement requirements for Phase 513; and
WHEREAS, the Development is now subject to Roadway Impact Fees pursuant to
Ordinance No. 2016-189 as of July 6, 2017, which total amount for the Collection Rate of
Phases 5A and 513 for 175 Dwelling Units is approximately $350,000 (calculated by
multiplying 4.9 vehicle trips per mile per dwelling unit by the Collection Rate of $408.16)
("Impact Fee Collection Rate"), where perimeter system improvements may have been
required up to the Maximum Assessable Rate of approximately $1,921,657.50 absent this
Agreement (calculated by multiplying 4.9 vehicle trips per mile per dwelling unit by the
Maximum Assessable Roadway Impact Fee Rate of $2,241.00) ("Impact Fee Maximum
Assessable Rate); and
WHEREAS, the parties executed a Development Contract for Public Improvements
for Phase 5A on or about October 30, 2015, which was amended on or about November 18,
2016, and which contained a proposed cost estimate for the portion of the Edwards
Improvements along Phase 5A frontage of $146,667.70 by Developer, which is well under
the Impact Fee Maximum Assessable Rate; and
Page 2 of 8
WHEREAS, the parties agree that it would be more cost-effective, efficient, and in
the overall best interests of the Parties for the City to construct the entire (Phase 5A and
Phase 513) Edwards Improvements using the design and engineering for the improvements
completed by the Developer in the Construction Plans, and the Developer would contribute
a lump sum fee as described herein to be paid prior to construction and which would be a
credit toward all of the Impact Fee Collection Rate due for Phases 5A and 513; and
NOW THEREFORE, the City and Developer, in consideration of the mutual
covenants and agreements of the Parties herein, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, agree as follows:
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1.1 Governing Development Regulations. (a) Development of the Property shall be
governed by: (i) the Final Plat(s) and construction plans; (ii) the Denton Development Code
(the "DDC") in effect; and (iii) the Zoning Regulations for the Property within the City
limits. These shall be hereinafter referred to collectively as the "Governing Regulations".
The Governing Regulations shall control to the extent they do not conflict with the terms of
this Agreement, in which case the Agreement controls. It is agreed and understood that no
ordinance or regulation adopted by the City after the Effective Date shall in any manner
impair Owner's rights under this Agreement provided that: (1) any ordinance or regulation
exempted by Chapter 245 of the Texas Local Government Code may be enforced on the
Property; and (2) ordinances or regulations adopted pursuant to a requirement of State or
Federal law may be enforced on the Property.
1.2 Other City Ordinances. Except as expressly excluded or made inapplicable by the
Governing Regulations or this Agreement, all other ordinances or criteria of the City shall
apply to the Property.
1.3 Plat Approval. The Final Plat for Villages of Carmel Phase 5B was submitted to the
City on January 6, 2016 in accordance with Sec. 3 5.16.12 of the Denton Development Code.
The Final Plat for Villages of Carmel Phase 5B was approved by the Planning and Zoning
Commission on April 13, 2016 and City staff is in possession of the fully -executed Phase
5B plat documents. Upon execution of this Agreement by the Parties, the City shall
promptly file the approved Final Plat for Villages of Carmel Phase 5B in the Real Property
Records of Denton County, Texas, once the payment of the lump sum fee as stated in
Section 1.4 herein has been tendered to the City.
1.4 Developer's Responsibility. The Developer shall be responsible for the following:
a. The Developer agrees that the City will use the Developer's construction,
engineering, and design plans to construct the Edwards Improvements, and
such plans will become property of the City on execution of this Agreement.
2��
b. The Developer shall pay to the City the lump sum of Four Hundred Thousand
Dollars and No Cents ($400,0000) within thirty (30) days of the execution
of this Agreement by the City, in the form of a check, certified check,
cashier's check, wire transfer or other immediately available funds, for
Developer's contribution to the costs of the construction for Edwards
Improvements ("Developer Contribution"). This payment together with
dedication of the rights-of-way for Edwards Road, Swisher Road, and Post
Oak Road, by the subdivision plats of Villages of Carmel, Phases 5A and
513, will be accepted by the City as full credit against the Roadway Impact
Fees due for 175 single family detached residents planned in Phases 5A and
5B, in accordance with plats either currently filed or currently submitted to
the City.
The Developer is required to follow the terms of the MOU and dedicate the
required right-of-way, the required Upland Habitat Area, and the required
Park Land Dedication Area.
d. The Developer shall be responsible for any other costs and fees associated
with roadway impact fees or perimeter improvements for any subdivision
phases other than Phase 5A and 5B.
1.5 City's Responsibilities. The City agrees to the following:
a. The City shall construct for the Developer that portion of Edwards Road
described as the Edwards Improvements in accordance with applicable
Governing Regulations.
b. The City agrees to obtain any necessary permits at its own expense.
C. The City agrees to obtain any additional licenses or easements needed for
the Edwards Improvements at its own expense.
d. The City will participate in the costs of the installation and construction of
Edwards Improvements, which increases the capacity of the roadway
system to anticipate other future development in the area, based upon the
difference in the Developer's Contribution and the total construction costs
of installing and/or constructing the improvements, including any overages,
in an amount not to exceed Five Hundred and Fifty Thousand Dollars and
No Cents ($550,000.00).
1.6 Dedication of Improvements. Any easements or rights-of-way required for facilities
shall be assigned and dedicated to the City, if not taken in the City's name, prior to
acceptance of the improvements.
1.7 CITY SHALL NOT, IN ANY CASE, BE LIABLE FOR ANY COSTS 0 -1 -fl
TAMAGES BECAUSE OF 1ELAYS IN BEGINNING, CONTINUING
Page 4�j
OR UNSPECIFIED, RELATING
FACILITIES. THE DEVELOPER 11 I 1 HOLD THE CITY,
ITS OFFICERS, OFFICIALS, EMPLOYEES, 1 REPRESENTATIVES
HARMLESS FROM ANY AND ALL CLAIMS, DAMAGES,O. LIABILITY
OF ANY KIND WHATSOEVER, BY REASON OF INJURY TO PROPERTY OR
PERSON OCCASIONED BY ANY ACT OR OMISSION, NEGLECT OR
WRONGDOING OF DEVELOPER,IP
CONTRACTORS,O. OTHER PERSONS WITH REGARD TO THE
PERFORMANCE OF THIS AGREEMENT, AND DEVELOPER SHALL, AT ITS
OWN COST 1 DEFEND AND PROTECT
1 ALL SUCH CLAIMS AND DEMANDS. DOES NOT
INURE TO THE BENEFIT OF ANY THIRD PARTY.
1.8 Default. Notwithstanding anything herein to the contrary, no Party shall be deemed
to be in default hereunder until the passage of thirty (30) business days after receipt by such
party of notice of default from the other Party. Upon the passage of thirty (30) business days
without cure of the default, such Party shall be deemed to have defaulted for all purposes of
this Agreement. In the event of a non -cured default, the non -defaulting Party shall have all
the rights and remedies available under applicable law, including the right to institute legal
action to cure any default, to enjoin any threatened or attempted violation of this Agreement,
or to enforce the defaulting Party's obligations under this Agreement by specific
performance, or to cancel this Agreement in whole.
1.9 Rough Proportionality. Developer stipulates to the nexus and proportionality of the
public improvements made subject of this Agreement, regardless of whether they were
known, quantified or anticipated at the time this Agreement was executed.
2.1 Amendments. This Agreement may be amended at any time by mutual written
agreement of the City and Developer.
2.2 Cooperation. The Parties agree to execute and deliver all such other and further
documents or instruments and undertake such other and further actions as are or may
become necessary or convenient to effectuate the purposes and intent of this Agreement.
2.3 Litigation. In the event of any third -party lawsuit or other claim relating to the
validity of this Agreement or any action taken by the parties hereunder, Developer and the
City agree to cooperate in the defense of such suit or claim, and to use their respective best
efforts to resolve the suit or claim without diminution of their respective rights and
obligations under this Agreement.
Page 5 of 8
2.4 Governmental Powers; Waiver of Immunity. It is understood that by execution of
this Agreement, the City does not waive or surrender any of its governmental powers,
immunities or rights. Nothing in this section shall waive any claims, defenses or immunities
that the City has with respect to suits against the City by persons or entities not a party to
this Agreement.
2.5 Applicable Law and Venue. This Agreement shall be interpreted in accordance with
the laws of the State of Texas. Venue shall be in Denton County, Texas.
2.6 Attorney's Fees. If any action at law or in equity, including an action for declaratory
relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing
Party shall be entitled to recover reasonable attorney's fees from the other Party. The amount
of fees recoverable under this paragraph may be set by the court in the trial of the underlying
action or may be enforced in a separate action brought for that purpose, and any fees
recovered shall be in addition to any other relief that may be awarded.
2.7 Notices. Any notice to be given hereunder by any Party to another Party shall be in
writing and may be affected by personal delivery or by sending said notice by registered or
certified mail, return receipt requested, to the address set forth below. Notice shall be
deemed given when deposited with the United States Postal Service with sufficient postage
affixed.
Any notice mailed to the City shall be addressed to:
City of Denton
c/o Director of Engineering
215 E. McKinney St.
Denton, Texas 76201
With a Copy to:
Denton City Attorney's Office
Denton City Hall Main
215 E. McKinney St.
Denton, Texas 76201
Any notice mailed to Developer shall be addressed to:
DW Carmel, LLC
c/o, .1 .. ..........................
5305 Village Creek Drive
Plano, Texas 7509
Any party may change the address for notice to it by giving notice of such change in
accordance with the provisions of this section.
2.8 Entire Agreement. The Sales Contract notwithstanding, this Agreement, together
with any exhibits attached hereto, constitutes the entire agreement between the Parties and
Page 6 of 8
supersedes any prior or contemporaneous oral or written understandings or representations
of the Parties with respect to the subject matter herein contained.
2.9 Severability. If any sentence, section, subsection, clause, phrase, part or provision
of this Agreement be declared by a court of competent jurisdiction to be invalid, illegal or
unenforceable in any respect the same shall not affect any other provisions of this
Agreement as a whole, or any part thereof, other than the part declared to be invalid, illegal
or unenforceable.
2.10 Interpretation. This Agreement shall be liberally construed to effectuate the purposes
set forth herein and to sustain the validity hereof. Wherever required by the context, the
singular shall include the plural, and the plural shall include the singular. Each defined term
herein may be used in its singular or plural form whether or not so defined.
2.11 Authority. The City represents and warrants that this Agreement has been approved
and duly adopted by the City Council of the City in accordance with all applicable public
meeting and public notice requirements (including, but not limited to, notices required by
the Texas Open Meetings Act) and that the individual executing this Agreement on behalf
of the City has been authorized to do so. Developer
per represents and warrants that this
Agreement has been approved by appropriate action of Developer and that the individual
executing this Agreement on behalf of Developer has been authorized to do so. Developer
further represents and warrants that the lien holder of record, if any, has consented to terms
of the agreement.
The Parties hereto have executed this Agreement as of y day of
2017.
FGAV-103 U 04
1111"i KoKUPIST
BY:
:
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ITS "C",
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Tiff, CITYOF DENT(")N '"rE.XAS:
By:
TODD HILEMAN
CITY MANAGER
Page 7 of 8
THE STATE OF TEXAS
COUNTY OF DENTON
'lel is ialstx��J�t�et�t
annel, LLC.
ACKNOWLEDGMENTS
was aekno lcdg -d h - r 1 N
2017, by �t� 1C
�RpY.nm ANu�
fd JENNIFER L SATTERFIELD
".f My Commission Expires
ti
May 7, 2018
THE STATE OF TEXAS
COUNTY OF DENTON
t11e�M.�_.. .... _ day of
"I'his instrument was acknowledged before ire oj�i they day o�.:.: +�
2017, by Todd Hileman, City Manager, on behalf of the City of Denton, Texas.
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
AI'P'ITOVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY
)tary l�cl iom —
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e, State of Texas
Page 8 of 8
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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.
ETH Li 91910 1
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. Property. 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
following described property (collectively, "Property"):
(a) that certain tract of land containing approximately 6.394 acres
("Land") 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,
including but not limited to all trees, timber rights and contracts for cutting timber,
water rights, claims and permits;
(c) all intangible property, if any, owned by Seller and pertaining to the
Land or the use of it, including but not limited to all present and future use of
wastewater, wastewater capacity, drainage, drainage capacity, water, water
capacity, or other utility facilities directly attributable to the Land;
(d) all reservations of, commitments for, and letters covering 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; and
(f) all of Seller's right, title, and interest and estates in any land within
any easement or right of way or under any bed of any road or highway, whether
open or proposed on or crossing that portion of the Land.
Page 1 of 15
2.1. 11greliase 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).
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3.1. &wnest Money L)qLosit, Within fourteen (14) business days after this
Contract is fully executed by Seller and Purchaser, Purchaser will deposit with Capital Title
of Texas, LLC ("Title Company"), at 620 West Hickory, Denton, Texas 76201, 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. R.efundability. The Earnest Money Deposit will be nonrefundable to
Purchaser, except as specified in this Contract.
4.1. Title Commitment and Survey. Seller will deliver or have delivered to
Purchaser=within thirty (30) days after the Effective Date, as defined in Section 12. 10, 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, estates or equities of any nature (each of
which are referred to herein as an "Exception"); and
(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
Page 2 of 15
(c) a current on the ground survey of the Property ("Survey") prepared
at Purchaser's expense by Teague Nall and Perkins 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 certificate addressed to Seller, Purchaser,
and the Title Company. 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 or described in the
attached Exhibit A.
In addition to the deliverables cited above, but a function of the Survey, no later
than fourteen (14) days after the Effective Date, at the sole cost and expense to
Seller, Seller shall have caused the establishment of the "on -the -ground" boundary
monuments (i.e. iron rods/pins) of the aforementioned Lot 1, Block KK, pending
Villages of Carmel Addition, Phase 5B subdivision plat ( the "Land"). Upon
establishment of the boundary monuments of said Lot 1, Seller shall notify
Purchaser of that event, so that the Survey contemplated herein can be completed
for delivery to the parties.
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) 1.''(ircl ,ser f�. k ,,tions. Purchaser will have until the date that is the
sooner of (i) ten (10) days after Purchaser's receipt of the last of the Title
Documents, or (ii) thirty (30) days after the Effective Date ("Title/Survey Review
Period") to provide to Seller written objections to the status of title to the Property
("Objections"). 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 also be deemed to be Objections
without any action by Purchaser. All matters affecting the status of title to the
Property to which Purchaser does not timely make Objections per this Section
4.2(a) or which are not otherwise deemed to be Objections per the previous
snetance shall be deemed "Permitted Exceptions"
(b) Seller Respogs ., If Purchaser does timely deliver Objections to
Seller, Seller may within seven (7) 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 Objections. If
during the Response Period, Seller fails to notify Purchaser that Seller agrees to
cure any or all of Purchaser's Objections before Closing, Purchaser may terminate
this Contract by giving written notice to Seller within fourteen (14) business days
after the end of the Response Period (the "Title Termination Period"), in which
Page 3 of 15
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. Purchaser's failure to
timely terminate this Contract per the previous sentence shall be deemed
Purchaser's election to waive the Objections and to purchase the Property subject
to the matters affecting the status of title to the Property to which the Objections
applied, in which event such matters will be deemed Permitted Exceptions.
4.3. Conveyance by 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 Permitted Exceptions.
ARTICLE 5
INSPECTION AND EXAMINA
5.1. Insnection Period. The Purchaser's inspection and examination of the
Property has been completed and is satisfactory to the Purchaser.
5.2. 1)oculTIC11thispection. To facilitate Purchaser's inspection of the Property,
Seller will provide to Purchaser, within thirty (30) days after the Effective Date, but only
to the extent within Seller's actual possession, true, correct, and complete copies of any
reports, tests, and environmental studies made with respect to the Property. 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, without any warranty relating to such
information, and on the express condition that Purchaser will make an independent
verification of the accuracy of the information and will not rely on such information.
U0 1
UMM
<1
6.1. CIONin X Date. The consummation of the transactions contemplated by this
Contract ("Closing") will take place in the offices of the Title Company, on or before 4:00
p.m. on the date that is fifteen (15) days after the latter to occur of (i) the Final Plat Filing
Date, or (ii) the date on which the Title Termination Period expires ("Closing Date").
6.2. Closhig Costs. At Closing, Seller will pay (a) 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 hereinafter defined), (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 -
Page 4 of 15
and -boundaries exception in the Owner Policy to read "shortages in area" only (if requested
by Purchaser), (c) Purchaser's legal fees, (d) one-half (1/2) of any escrow or closing fee
charged by the Title Company, and (e) 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 adjusted or prorated between Seller and Purchaser
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.
Purchaser 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).
6.4. Seller's014 gations at 'loch �hw, 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 Permitted Exceptions.
(b) Non fbreigp A ffid,,iv it. 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) Fvidepce -
o I'Atithority. Any documents reasonably requested by the
M - -
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 Policy. An Owner's Policy of Title Insurance ("Owner
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, subject o the
standard printed or exceptions (as modified below) and the Permitted Exceptions.
The Owner Policy may contain no other exceptions to title, with certain standard
printed or common exceptions amended or deleted as follows:
(i) survey exception must be amended if required by Purchaser
to read "shortages in area" only (although Schedule C of the Title
Commitment may condition amendment on the presentation of an
Page 5 of 15
acceptable survey and payment, to be borne solely by Purchaser, of any
required additional premium);
(ii) 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);
. (iii) no exception will be permitted for "rights of parties in
possession", unless otherwise agreed by Purchaser; and
(iv) no liens will be shown on Schedule B of the Owner's Policy.,
6.5. Purchaser's At Closing, Purchaser will deliver, or
have delivered in accordance with local custom and practice, to the Title Company the
following:
(a) Cpsti F'tiiids. The cash funds or other immediately available funds
for the Purchase Price (as defined in Section 2.1).
(b) 1"vidence of A�t. 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.
6.6. Deliver -v of Possession. Possession of the Property will be delivered to
Purchaser at Closing, after completion of funding, subject only to the Permitted Exceptions.
ARTICLE 7
REPRESENTATIONS, WAR 1ANTES A: D C0VIF1NiVNTS
7.1. Seller's 11enrese'llitations Warranties and Covenwits.
Seller represents,
warrants, and covenants to Purchaser the following:
(a) Agtt
jqrilv, 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)qiow 1,egal Acliwi. 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 Regidreinews. 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
Page 6 of 16
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) List�. 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.
(e) LleL
IcIiiiLl--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.
No New or Agiegded AgIyg!I)_qIIs_,. 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.
7.2. Purchaser's _liej,)resciitatit)iiis, WarrLintics, and Coveitants. Purchaser
represents, warrants, and covenants to Seller the following:
(a) Agthori(y. Purchaser has been duly organized and is in good
standing 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 transactions under this
Contract: The execution, delivery, and performance of this Contract have been duly
authorized, and no other action by Purchaser is required for the valid and binding
execution, delivery, and performance of 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 Lists. Neither Purchaser nor, to Purchaser'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,
Page 7 of 15
2001, Executive Order Blocking Property and Prohibiting Transactions with
Persons Who Commit,to Commit,or ••• • or other
governmental action.
7.3. As Is. Prior to Closing, Purchaser will have examined and inspected the
Property, • all instruments,and documents that Purchaser deems
appropriate or advisable to review in connectiontransaction,• at its own cost
of •
! 1 ! a , s • ! . i ! r �� 1 ! I R 1:-. , ♦ ' it
! r r ! 1 r ! ♦ . " "
WILL SURVIVE THE CLOSING. PURCHASER WILL L
INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION
PROVIDED BY SELLER, ITS AGENTS, OR ITS CONTRACTORS. SELLER WILL
NOT 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 •► _ s
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 Loss. 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. f oydeinn tion. 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 9 of 15
ARTICLE t
10.1. No Brokerage 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.
MOM
=01111
11.1. Notic,e Desig rr.rtion. 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:
Page 10 of 15
Seller:
DW Carmel, LLC,
c/o Marquis Group
5305 Village Creek
Plano, Texas 75093
Attn: Waldemar Maya, Jr.
email: wmaya@marquisgroup.net
phone: 972-732-1155
fax: 972-732-6644
With a copy to:
Nathan White
Smith, Stem, Friedman & Nelms, P.C.
14160 Dallas Parkway, Suite 800
Dallas, Texas 75254
Email: w.co in
Phone: 214-739-0606
Purchaser:
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
Trey Lansford, Deputy City Attorney
City Attorney's Office
215 E. McKinney St.
Denton, Texas 76201
Fax(940)382-7923
Email trey.lansford@cityofdenton.com
ARTICLE 12
145LUU
12.1. Bindhjg Agr cetnent. This Contract and all of its terms, provisions, and
covenants will ap ply to, be Win—d-i-n-jon, and inure to the benefit of the parties and their
respective successors and assigns.
12.2. Uleadiggs. 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.
Page 11 of 15
12.3. Time of Essence. Time is of the essence in this Contract.
12.4. Governing 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. Amendment. This Contract may not be altered, changed, or amended
except by a written agreement signed by all parties.
12.7. Coaarrter aaarts. This Contract maybe executed in two or more counterparts,
each of which will be deemed an original and all of which together will constitute one
agreement.
12.8. [hate Com aaataatiaan. 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.
12.9. 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
Termination Period. This consideration is in addition to and independent of any other
consideration or payment provided in this Contract and is nonrefundable to Purchaser.
12.10. Effective Date. The date on which this Contract is executed by the
Purchaser shall be the "Effective Date" of this Contract. Upon timely receipt of the Seller
executed Contract by Purchaser, if Purchaser does not execute the Contract within seven
(7) days after date Seller's execution thereof, then this Contract shall be null and void ab
initio and of no further force or effect without further action or notice by Seller or
Purchaser. Upon timely execution of Contract by Purchaser, Purchaser shall promptly
deliver fully -executed Contract to Title Company within fourteen (14) days of the Effective
Date.
12.11. 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.
Page 12 of 16
12.12, aE' clia Lc. 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.
12.13. 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.
12.14. 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
12.15. Nlcle 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 Purchaser, pursuant to action by the City Council of
Denton, Texas, to Emerson Vorel, Jr., Director of Parks and Recreation, of Purchaser, or
his designee.
12.16. Final Plat Shall Be Filed Within Six Mouths o�1 Effective Date,- Final
Plat Filing Date, Aptornafle 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.
(b) The date the Final Plat is filed of record in the Denton County Clerk's
real property records will be the "Final Plat Filing Date". The Final
Plat shall be a Permitted Exception.
(c) If the Final Plat is not filed of record in the Denton County Clerk's real
property records within six (6) months after the Effective Date 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.
Page 13 of 15
Executed by Seller on the day of
c
SELLER:
DW CARMEL, LLC,
a Texas limited liability company
By: MARQUIS UG VENTURE, INC.,
a Texas corporation
its Manager
0
Douglas M. Hickok, President
PURCHASER:
CITY OF DENTON, a Texas home r jlc municipal corporation
By: w.
Todd Hileman, City Manager
2017.
Executed by Purchaser on the ',3 day of 1e 2017.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APP,R 11) AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
Page 14 of 15
W%NAW�
...................... . . �-!-
The undersigned title company, Capital Title of Texas, referred to in this Contram-
as the Title Company, acknowledges receipt of (i) a fully executed copy (or execut
counterparts) of the Contract, and, (ii) the Earnest Money Deposit; and accepts t
obligations of the Title Company as stated in the Contract.
TITLE COMPANY
Capital Title of Texas
By: _
Printed Name:
Title:
JMpt date: � 2017 (" -t - - . -
Page 15 of 15
EXHIBIT "A"
TO
REAL ESTATE SALES CONTRACT
U. 0 Iq I r M11
Being a 6.394 acre tract of land located in the Gideon Walker Survey, Abstract No. 1330, Denton
County, Texas, being a portion of TRACT I described in the deed to Mary L. Mason Children's
Trust, recorded in County Clerk's Document No. 1998-031144, Real Property Records, Denton
County, Texas, said 6.394 acre tract being Lot 1, Block KK of the pending Villages of Carmel
Phase 5B subdivision plat, and said 6.394 acre tract being more particularly described as follows:
COMMENCING at a point in the intersection of Edwards Road and Swisher Road at the
Northwest comer of said TRACT 1;
THENCE South 02 degrees 39 minutes 52 seconds West a distance of 733.52 feet along the East
line of said TRACT I to a point at the Southeast corner of said TRACT 1;
THENCE North 87 degrees 46 minutes 03 seconds West a distance of 32.50 feet along South
line of said TRACT I to a POINT OF BEGINNING;
THENCE North 87 degrees 46 minutes 03 seconds West a distance of 400.93 feet along the
South line of said TRACT I to a point;
THENCE North 02 degrees 37 minutes 47 seconds East a distance of 677.98 feet to a point;
THENCE North 47 degrees 39 minutes 33 seconds East a distance of 28.27 feet to a point;
THENCE South 87 degrees 18 minutes 41 seconds East a distance of 364.95 feet to a point;
THENCE South 42 degrees 22 minutes 51 seconds East a distance of 21.24 feet to a point;
THENCE South 02 degrees 32 minutes 59 seconds West a distance of 679.79 feet to the POINT
OF BEGINNING, containing 6.394 acres of land.
EXHIBIT "B"
TO
All 0
1.
0 Lei 14 1z F%*1 no 0 1, 1J kyj I; 101
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS
COUNTY OF DENTON §
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 other 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]
and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors
and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors and
assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto
Grantee and Grantee's successors and assigns, against every person whomsoever lawfully
claiming or to claim the same or any part thereof when the claim is by, through, or under
Grantor but not otherwise.
EXECUTED the day of _._. ............. _ 11 201... ..
SELLER:
DW CARMEL, LLC,
a Texas limited liability company
By: Its Manager
MARQUIS UG VENTURE, INC.
A Texas corporation
Douglas M. Hickok, President
COUNTY OF
BEFORE ME, the undersigned, a Notary Public in and for the said County and
State, on this day personally appeared Douglas M. Hickok, President of Marquis UG
Venture, Inc. a Texas corporation, Manager of DW CARMEL, LLC, a Texas limited
liability company, known to me to be the person whose name is subscribed to the foregoing
instrument and acknowledged to me that he executed the same in the capacity and for the
purpose and consideration therein expressed.
GIVEN UNDER MAY HAND AND SEAL OF OFFICE, this the day of
201
Notary Public, State of Texas
My commission expires:
Upon Filing Return To:
i t
Attn: Paul-III/illiamson
901 -A Texas Street
Denton, TX 76209
Property Tax Bills To:
215 E. McKinney Street
Denton, Texas 76201
Exhibit "A"
To
Special Warranty Deed
BEING all of Lot 1, Block KK, as set forth on that certain Final Plat of Villages of Carmel, Phase 513,
according to the plat thereof filed for Record in the Official Records of. Denton County on the date of
in the PLAT Records under Document No. . ........... . .............................................. . . . . . . . .. . Denton County, Texas.
. 1 0
M CITY
Y
OF
ot,
DENTON 9014 ST. DENTON E A 7 kQ9 -.fq±0 �34"�IIFA" 41 &49,1'
'0
Glk EMING EN
DW Carmel, LLC
c�O Z Professional Services
Attn: Rodney Zielke, P. C.
Main Street, Suite 129
Grapevine, TX 76051
Re: 7.338 * acre tract, Lot I, Block K, villages of Carmel Pbia4e 5 (PP14-0027)
Preliminary Plat prepared Septeniber 20,14 by Herbert S. l3easley Land
Surveyors, L. P., approved by Planning and Zoning Commission
December 10, 2014
The purpose of this Menioraridum of Understainding is to tbrnially set forthdie mutual
goals arid understandings between D. W. C:" rel, LLC, the "Owrler") and the City of
I)enton, (the "City") in respect to Owners' in -progress subdivision development. 'file
City contemplates purchase of Lot 1, Block K, Villages of Camlel Phase 5.
it is important to memorialize elements concerning the above-nientioned property tract
in order to avoid any possible misunderstanding as to the details ()f a Prospective
purcliase or the process by, which the City of Denton, has already made requirenients
under the pending plat application
k'. referenced above, ahead of entering into a fornial
Contract of S{le,
The City and the Owner understand and support the following platting provisions.
1)
The Owner shall final plat Lot 1, Block K, as shown on the Preliminary Plat,
prepared by lierbert S, f3easley Land Surveyors, L. P., prepared, September 2014. To
be platted as Lot 1, Block K, Villages of Carmel Phase 5®
a) 'Me Owner shall dedicate the 0.9 acre right -cif xray along Edwards and Swisher
Roads as required under -00 7, Villages of Can"cl, Phase 5, as stated in
DRC comments;
b} The Final Plat will designateYdedicate a .4 acre tract as "Upland, Habitat area"
as required under Pl' 14-0027, Villages of Carmel I'lutse 5, and as stated in record
DRC comments, and also shown on the approved Preliminary Plat referenced
above;
0
. .. . . ........... ..
DW Camel, LLC and City of Denton
My 31, 2015
Page 2
2) The Owner shall satisfy Park Land Dedication Ordinance provisions (Denton Code
of Ordinances, Chapter 22, Article 111, See. 22-37 — Land Dedication) as required
under PP14-0027, Villages of Carmel Phase 5, as stated, in record DRC comments. A
1.2 acre "Park Land Dedication Area" shall be annotated and depicted on the Final
Plat, Lot 1, Block K;
3) The Owner shall provide for the extension of a 12 inch water main along Edwards
Road, from the existing 12 -inch stub at the Swisher Road intersection to the existing
water main at the northeast corricr of Villages of Carmel, Phase 2B, as required under
PP 14-0027, Villages of Carmel Phase 5, record DRC comments, and as additionally
stated in ZI 14-0012 record DRC comments.;
4) The Owner shall provide for the construction of 25 foot wide concrete pavement, 8
footv6de sidewalk, curb & gutter, and required drainage improvements along
Edwards Road frontage, as required under PP14-0027, Villages of Carmel Phase 5
record DRC comments, in respect to Lot 1, Block K; A�Ygz<'00
XV/
5) City and Owner to consider a Contract of Sale in the amount o4244,32S."for
purchase of Lot 1, Block K, Villages of Car m -el Phase 5 Addition, (Preliminary Plat
Lot I Block K, Villages ofCarmel Phase 5: net ROW dedication, with Upland
Habitat price adjustment, and the Park Land dedication requirements as detailed
above). I
lug
Sincerely,
Emerson Vorel
Director of Park&AnA-R =--rr.?,tio-i[