19-2758ORDINANCE NO. 19-2%5$
AN ORDINANCE OP THE CITY OF DENTON AUTHORIZING THE CITY MANAGER, OR
HIS DESIGNEE, TO EXECUTE A CONTRACT OF SALE BY AND BETWEEN JODO CO,
LLC AND THE CITY, FOR THE SALE AND PURCHASE OF FEE SIMPLE TITLE OF AN
APPROXIMATE TOTAL OF 1.12 ACRES OF LAND LOCATED IN THE HIRAM CISCO
SURVEY, ABSTRACT NO. 1184, CITY AND COUNTY OF DENTON, TEXAS, AND ALSO
KNOWN AS 712, 716, AND 800 EAST MCKINNEY STREET AND 723-725 EAST OAK
STREET, FOR THE PURCHASE PRICE OF SIX HUNDRED TEN THOUSAND DOLLARS
AND NO/100 ($610,000.00); AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR;
PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE.
WHEREAS, the above-captioned tract, containing approximately 1.12 acres of land,
located at 712, 716, and 800 East McKinney Street and 723-725 East Oak Street, and being more
particularly described in Exhibit "A," attached hereto and made a part hereof for all purposes, (the
"Property") may be put to public use and benefit; and
WHEREAS, JoDo Co, LLC (the "Owner") has agreed to sell the Property to the City of
Denton (the "City") for the purchase price of Six Hundred Ten Thousand Dollars ($610,000.00);
and
WHEREAS, the City Council hereby finds that the Contract of Sale between the City and
Owner serves a municipal and public use and is in the public interest; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated by
reference into the body of this Ordinance as if fully set forth herein.
SECTION 2. The City Manager, or his designee, is authorized to: (a) execute the Contract of
Sale between the City of Denton, as Buyer, and JoDo Co, LLC, as Seller, for the purchase price of
$610,000.00 and under the terms and conditions set forth in the attached Exhibit "A," and (b) execute
any other documents necessary for closing of the transaction contemplated by the Contract.
SECTION 3. The City Manager is further authorized to make expenditures as set forth in the
Contract.
�liC`�I�IUN 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
approval.
The motion to approve this ordinance was made by '� �� �� �� �V' and seconded
by �'�( ��.-'� }���,��J;:'G % t� , the ordinance was passed and approved by the
following vote ��� � :
Chris Watts, Mayor:
Gerard Hudspeth, District 1:
Keely G. Briggs, District 2:
Jesse Davis, District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
Aye Nay Abstain Absent
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CHRIS WATTS, MAYOR
ATTEST;
ROSA RIOS, CITY SECRETARY
BY: �
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APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTO[t N E:Y
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BY:� ��
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STATE OF TEXAS §
COUNTY OF DENTON §
CONTRACT OF SALE
NOTICE
YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOW), HAVE THE
RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE
CITY OF DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR
(2) KEEP THE OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE
OFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT
CODE.
This Contract of Sale (the "Contract") is made this �day of November, 2019, effective
as of the date of execution hereof by Buyer, as defined herein (the "Effective Date"), by and
between .i«L7n t'a, L.LC., (referred to herein collectively as "Seller") and the City of Denton, a
Texas Home Rule Municipal Corporation of Denton County, Texas (referred to herein as `Buyer").
RECITALS
WHEREAS, Seller owns that certain tract of land, being an approximately 1.12 acre tract
of land in the Hiram Cisco Survey, Abstract 1184, City of Denton, Denton County, Texas as
described in Document Number 2014-19461, recorded in the Denton County Deed Records, and
being more particularly described on Exhibit "A," attached hereto and made a part hereof for all
purposes, being located in Denton County, Texas (the "Land"); and
WHEREAS, Seller desires to sell to Buyer, and Buyer desires to buy from Seller, the Land,
together with any and all rights or interests of Seller in and to adjacent streets, alleys, and rights of
way and together with all and singular the improvements and fixtures thereon and all other rights
and appurtenances to the Land (collectively, the "Property").
ARTICLE I
SALE OF PROPERTY
For the consideration hereinafter set forth, and upon the terms, conditions, and provisions
herein contained, and subject to the reservations herein, Seller agrees to sell and convey to Buyer,
and Buyer agrees to purchase from Seller, the Property.
Seller, subject to the limitation of such reservation made herein, shall reserve, for
themselves, their heirs, devisees, successors, and assigns, all oil, gas, and other minerals in, on,
and under and that may be produced from the Property. Seller, their heirs, devisees, successors,
and assigns shall not have the right to use or access the surface of the Property, in any way, manner,
or form, in connection with or related to the reserved oil, gas, and other minerals and/or related to
exploration and/or production of the oil, gas, and other minerals reserved herein, including without
limitation, use or access of the surface of the Property for the location of any well or drill sites,
Contract of Sale
Page 1 of 33
well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities,
tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, and/or for
subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or
improvement of any kind or type in connection with or related to the reserved oil, gas, and other
minerals, and/or related to the exploration or production of same.
As used herein, the term "minerals" shall include oil, gas, and all associated hydrocarbons,
and shall exclude (i) all substances that any reasonable extraction, mining, or other exploration
and/or production method, operation, process, or procedure would consume, deplete, or destroy
the surface of the Property; and (ii) all substances which are at or near the surface of the Property.
The intent of the parties hereto is that the meaning of the term "minerals" as utilized herein, shall
be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980).
As used herein, the term "surface of the Property" shall include the area from the surface
of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above
the surface of the earth.
It is understood that the Property, or a portion thereof, may be subject to an existing oil and
gas lease and that such oil and gas lease, to the extent it is valid and subsisting, shall not be subject
to such surface use prohibitions, to the extent provided by law. However, (i) such oil and gas lease
shall be considered an Exception, as defined below; and (ii) nothing contained herein shall be
deemed as recognizing the validity or subsistence of such lease and/or operate as a revivor thereof.
ARTICLE II
PURCHASE PRICE AND EARNEST MONEY
2.01 Purchase Price. The Purchase Price to be paid to Seller for the Property is the sum of
SIX HUNDRED TEN THOUSAND and NO/100 Dollars ($610,000.00) (the "Purchase Price").
The above amount includes any expenses or payments that Seller may be entitled to under City of
Denton Ordinance 2012-073 and Texas Property Code Sections 21.043 and 21.046; and, as
additional consideration for this agreement, Seller hereby explicitly waives any claims it may have
under said these provisions.
2.02 Earnest Money. Buyer shall deposit the sum of SIX THOUSAND and No/100 Dollars
($6,000.00), as Earnest Money (herein so called) with Alamo Title, 3424 Long Prairie Rd, Suite
100, Flower Mound, Texas 75022, (the "Title Company"), as escrow agent, within fourteen (14)
calendar days after the Effective Date hereof. All interest earned thereon shall become part of the
Earnest Money and shall be applied or disposed of in the same manner as the original Earnest
Money deposit, as provided in this Contract. If the purchase contemplated hereunder is
consummated in accordance with the terms and the provisions hereof, the Earnest Money,
together with all interest earned thereon, shall be applied to the Purchase Price at Closing. In all
other events, the Earnest Money, and the interest accrued thereon, shall be disposed of by the
Title Company as provided in this Contract.
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Page 2 of 33
ARTICLE III
TITLE AND SURVEY
3.01 Title Commitment.
(a) Within twenty (20) calendar days after the Effective Date, Seller shall cause to be furnished
to Buyer, at Buyer's expense, a current Commitment for Title Insurance (the "Title
Commitment") for the Property, issued by Title Company. The Title Commitment shall
set forth the state of title to the Property, including a list of liens, mortgages, security
interests, encumbrances, pledges, assignments, claims, charges, leases (surface, space,
mineral, or otherwise), conditions, restrictions, options, severed mineral or royalty
interests, conditional sales contracts, rights of first refusal, restrictive covenants,
exceptions, easements (temporary or permanent), rights-of-way, encroachments, or any
other outstanding claims, interests, estates, or equities of any nature (each of which are
referred to herein as an "Exception").
(b) Along with the Title Commitment, Seller shall also cause to be delivered to Buyer, at
Buyer's sole cost and expense, true and correct copies of all instruments that create or
evidence Exceptions (the `Bxception Documents"), including those described in the Title
Commitment as exceptions to which the conveyance will be subject and/or which are
required to be released or cured at or prior to Closing.
3.02 Survey. Within twenty (20) calendar days after the Effective Date, Seller shall cause to be
prepared at Buyer's expense, a current on the ground survey of the Property (the "Survey"). The
contents of the Survey shall be prepared by a surveyor selected by Buyer and shall include the
matters prescribed by Buyer, which may include but not be limited to, a depiction of the location
of all roads, streets, easements and rights of way, both on and adjoining the Property, water
courses, 100 year flood plain, fences, improvements, and structures of any kind, and other matters
provided in items 1-4, 6a, 7a, 8, 11,13,16, 18, and 19 of Table A of the ALTA Minimum Standard
Detail Requirements. The Survey shall describe the size of the Property, in acres, and contain a
metes and bounds description 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, at the Buyer's election, shall be used to describe the Property in the deed to convey
the Property to Buyer and shall be the description set forth in the Title Policy. Notwithstanding
the Survey of the Property, the Purchase Price for the Property, as prescribed by Section 2.01,
above, shall not be adjusted in the event the Survey shall determine the Property to be either larger
or smaller than that depicted in Exhibit "A," attached hereto.
3.03 Review of Title Commitment, Survey, and Exception Documents. Buyer shall have a
period of fifteen (15) calendar days (the "Title Review Period") commencing with the day Buyer
receives the last of the Title Commitment, the Survey, and the Exception Documents, in which to
give written notice to Seller, specifying Buyer's objections to one or more of the items
("Objections"), if any. All items set forth in the Schedule C of the Title Commitment, and all other
items set forth in the Title Commitment which are required to be released or otherwise satisfied at
or prior to Closing, shall be deemed to be Objections without any action by Buyer.
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Page 3 of 33
3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. The Seller shall, within fifteen
(15) calendar days after Seller is provided notice of Objections, either satisfy the Objections at
Seller's sole cost and expense or promptly notify Buyer in writing of the Objections that Seller
cannot or will not satisfy at Seller's expense. Notwithstanding the foregoing sentence, Seller shall,
in any event, be obligated to cure those Objections or Exceptions that have been voluntarily placed
on or against the Property by Seller after the Effective Date. If Seller fails or refuses to satisfy any
Objections that Seller is not obligated to cure within the allowed fifteen (15) calendar day period,
as may be extended by Buyer, in its sole discretion, then Buyer has the option of either:
(a) waiving the unsatisfied Objections by, and only by, notice in writing to Seller prior to
Closing, in which event those Objections shall become Permitted Exceptions (herein so
called), or
(b) terminating this Contract by notice in writing prior to Closing and receiving back the
Earnest Money, in which latter event Seller and Buyer shall have no further obligations,
one to the other, with respect to the subject matter of this Contract.
3.05 Title Policy. At Closing, Seller, at Buyer's sole cost and expense, shall cause a standard
Texas Owner's Policy of Title Insurance ("Title Policy") to be furnished to Buyer. The Title Policy
shall be issued by the Title Company, in the amount of the Purchase Price and insuring that Buyer
has indefeasible fee simple title to the Property, subject only to the Permitted Exceptions. The
Title Policy may contain only the Permitted Exceptions and shall contain no other exceptions to
title, with the standard printed or common exceptions amended or deleted as follows:
(a) survey exception must be amended if required by Buyer to read "shortages in area" only
(although Schedule C of the Title Commitment may condition amendment on the
presentation of an acceptable survey and payment, to be borne solely by Buyer, of any
required additional premium);
(b) no exception will be permitted for "visible and apparent easements" or words to that effect
(although reference may be made to any specific easement or use shown on the Survey, if
a Permitted Exception);
(c) no exception will be permitted for "rights of parties in possession", unless otherwise agreed
by Buyer; and
(d) no liens will be shown on Schedule B.
Notwithstanding the enumeration of the stated exceptions, amendments, and/or deletions,
Buyer may object to any Exception it deems material, in its sole discretion.
Contract of Sale
Page 4 of 33
ARTICLE IV
FEASIBILITY REVIEW PERIOD
4.01 Review Period. Any term or provision of this Contract notwithstanding, the obligations
of Buyer speciiied in this Contract are wholly conditioned on Buyer's having determined, in
Buyer's sole and absolute discretion, during the period commencing with the Effective Date of
this Contract and ending sixty (60) calendar days thereafter (the "Absolute Review Period"), based
on such appraisals, tests, examinations, studies, investigations, and inspections of the Property the
Buyer deems necessary or desirable, including but not limited to studies or inspections to
determine the existence of any environmental hazards or conditions, performed at Buyer's sole
cost, that Buyer finds the Property suitable for Buyer's purposes. Buyer is granted the right to
conduct engineering studies of the Property, and to conduct a physical inspection of the Property,
including inspections that invade the surface and subsurface of the Property. If Buyer determines,
in its sole judgment, that the Property is not suitable, for any reason, for Buyer's intended use or
purpose, the Buyer may terminate this Contract by written notice to the Seller, as soon as
reasonably practicable, but in any event prior to the expiration of the Absolute Review Period, in
which case the Earnest Money will be returned to Buyer, and neither Buyer nor Seller shall have
any further duties or obligations hereunder. In the event Buyer elects to terminate this Contract
pursuant to the terms of this Article IV, Section 4.01, Buyer will provide to Seller, if requested
by Seller, copies of (i) any and all non-confidential and non-privileged reports and studies obtained
by Buyer during the Absolute Review Period; and (ii) the Survey.
ARTICLE V
R[�!'It�;4L'NTA�f'IUN�;, WARRANTIES, Cf)V�NAIVTS, AND
AGREEMENTS
5.01 Representations and Warranties of Seller. To induce Buyer to enter into this Contract
and consummate the sale and purchase of the Property in accordance with the terms and provisions
herewith, Seller represents and warrants to Buyer as of the Effective Date and as of the Closing
Date, except where speciiic reference is made to another date, that:
(a) The descriptive information concerning the Property set forth in this Contract is complete,
accurate, true, and correct.
(b) There are no adverse or other parties in possession of the Property or any part thereof, and
no party has been granted any license, lease, or other right related to the use or possession
of the Property, or any part thereof, except those described in the Leases, as defned in
Article V, Section 5.02(a).
(c) The Seller has good and marketable fee simple title to the Property, subject only to the
Permitted Exceptions.
(d) The Seller has the full right, power, and authority to sell and convey the Property as
provided in this Contract and to carry out Seller's obligations hereunder.
(e) The Seller has not received notice of, and has no other knowledge or information of, any
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Page 5 of 33
pending or threatened judicial or administrative action, or any action pending or threatened
by adjacent landowners or other persons against or affecting the Property.
(f� The Seller has paid all real estate and personal property taxes, assessments, excises, and
levies that are presently due, if any, which are against or are related to the Property, or will
be due as of the Closing, and the Property will be subject to no such liens.
(g) Seller has not contracted or entered into any agreement with any real estate broker, agent,
finder, or any other party in connection with this transaction or taken any action which
would result in any real estate broker commissions or fnder's fee or other fees payable to
any other party with respect to the transactions contemplated by this Contract.
(h) All Leases, as defned in Article V, Section 5.02(a), shall have expired or otherwise
terminated, and any and all tenants or parties occupying the Property pursuant to the Leases
shall have permanently abandoned and vacated the Property, including without limitation,
all personal property of any such tenants or parties, on or before the date of Closing.
(i) The Seller is not a"foreign person" as defned in Section 1445 of the Internal Revenue
Code of 1986, as amended.
5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as follows:
(a) Within ten (10) calendar days after the Effective Date, Seller, at Seller's sole cost and
expense, shall deliver to Buyer, with respect to the Property, true, correct, and complete
copies of the following:
(i) All lease agreements and/or occupancy agreements and/or licenses of any kind or
nature (if oral, Seller shall provide to Buyer in writing all material terms thereof)
relating to the possession of the Property, or any part thereof, including any and all
modifications, supplements, and amendments thereto (the "Leases").
(b) From the Effective Date until the date of Closing or earlier termination of this Contract,
Seller shall:
(i) Not enter into any written or oral contract, lease, easement or right of way
agreement, conveyance, or any other agreement of any kind with respect to, or
affecting, the Property that will not be fully performed on or before the Closing or
would be binding on Buyer or the Property after the date of Closing.
(ii) Advise the Buyer promptly of any litigation, arbitration, or administrative hearing,
or claims related thereto, concerning or affecting the Property.
(iii) Not take, or omit to take, any action that would result in a violation of the
representations, warranties, covenants, and agreements of Seller.
(iv) Not sell, assign, lease, or convey any right, title, or interest whatsoever in or to the
Property, or create, grant or permit to be attached or perfected, any lien,
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encumbrance, or charge thereon.
(c) Seller shall indemnify and hold Buyer harmless, to the extent permitted by law, from all
loss, liability, and expense, including, without limitation, reasonable attorneys' fees,
arising or incurred as a result of any liens or claims resulting from labor or materials
furnished to the Property under any written or oral contracts arising or entered into prior to
Closing.
(d) On or before Closing, Seller shall remove (i) any waste material or debris that are located
upon, or may accumulate or otherwise be placed on the Property (the "Waste Material"),
from the Property and dispose of same in accordance with all applicable statutes,
regulations, rules, orders, and ordinances; and (ii) all personal property from the Property.
It is expressly stipulated that (i) the Waste Material shall be deemed at all times the property
of Seller; and (ii) Buyer may retain, destroy, or dispose of any property, of any kind or
type, left or remaining on the Property at Closing (the "Abandoned Property"), without
liability of any kind to Buyer and without payment of consideration of any kind to Seller.
In the event Buyer shall elect to store said Abandoned Property, Buyer may store such
Abandoned Property in the name, and at the expense, of Buyer.
5.02.A. Warranty of Buyer; Property Condition. Buyer represents and warrants to Seller that
it has made, or will make prior to Closing, an independent inspection and evaluation of the Property
and acknowledges that Seller has made no statements or representations concerning the present or
future value of the Property, or the condition, including the environmental condition, of the
Property.
Except as otherwise specifically represented and warranted by Seller in this Contract,
SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED,
STATUTORY, OR IMPLIED, AS TO THE VALUE, QUALITY, QUANTITY, PHYSICAL
AND ENVIRONMENTAL CONDITION OF THE PROPERTY, AND/OR MATERIALS
CONTAINED OR LOCATED IN, ON, OR UNDER THE PROPERTY, THE NATURE OF THE
PAST OR HISTORIC USE OF THE PROPERTY, AND/OR MERCHANTABILITY OR
FITNESS FOR PURPOSE OF ANY OF THE PROPERTY. Buyer further acknowledges that it
has relied solely upon its independent evaluation and examination of the Property, public records
relating to the Property, and the independent evaluations and studies based thereon. Seller makes
no warranty or representation as to the accuracy, completeness, or usefulness of any information
furnished to Buyer, if any, whether furnished by Seller or any third party. Seller assumes no
liability for the accuracy, completeness, or usefulness of any material furnished by Seller, if any,
and/or any other person or party. Reliance on any material so furnished is expressly disclaimed
by Buyer, and shall not give rise to any cause, claim, or action against Seller.
5.03 Covenants and Agreements of Buyer and Seller. Buyer and Seller covenant and agree
with the other as follows:
Contract of Sale
Page 7 of 33
(a) At Closing, Buyer shall temporarily lease to Seller, and Seller shall temporarily lease from
Buyer, the Property (excluding the lot and property commonly known as 800 E. McKinney,
Denton, Denton County, Texas, and any improvements located thereon), upon the terms and
conditions set forth in the form of the Temporary Lease (herein so called), as attached hereto as
Exhibit "B;" provided, however, for purposes of clarity, Seller shall not lease nor have any
obligations associated with the property commonly known as 800 E. McKinney, Denton, Denton
County, Texas, after the Closing.
(b) Seller shall remove all of Seller's personal property, trade fixtures, and any other property
of Seller, excepting the buildings, structures, improvements, and other facilities that are fixtures,
other than trade fixtures, to the Land ("the Fixtures"), (Seller's property described above, less the
Fixtures, is herein called "Seller's Personal Property") from the Property on or before the
Termination Date (as defined in the Temporary Lease) of the Temporary Lease. Any of Seller's
Personal Property remaining on the Property after the Termination Date shall be deemed
Abandoned Property, as prescribed by Section E.19 of the Temporary Lease, and may be disposed
of by Buyer in any manner prescribed by the Temporary Lease. Further, Seller shall execute and
deliver to Buyer a written stipulation and waiver, on or before the Termination Date, expressly
stipulating that all of Seller's Personal Property has been removed from the Property and waiving
any and all rights Seller may have in or to such Personal Properiy left on the premises following
Termination of the Lease.
5.04 Survival Beyond Closing. Notwithstanding anything to the contrary contained in this
Contract, the representations, warranties, covenants, and agreements of Seller and Buyer contained
in this Contract shall survive the Closing, and shall not, in any circumstance, be merged with the
Special Warranty Deed, as described in Article VII, Section 7.02(a).
ARTICLE VI
CONDITIONS PRECEDENT TO PERFORMANCE
6.01 Performance of Seller's Obligations. Buyer is not obligated to perform under this
Contract unless, within the designated time periods, all of the following shall have occurred:
(a) Seller has performed, furnished, or caused to be furnished to Buyer all items required to be
so performed or furnished under other sections of this Contract; and
(b) Seller cures or Buyer waives in writing, within the time periods specified in Article III, all
of Buyer's objections made in accordance with Article III.
6.02 Breach of Seller's Representations, Warranties, Covenants, and Agreements. Buyer
is not obligated to perform under this Contract unless all representations, warranties, covenants,
and agreements of Seller contained in this Contract are true and correct or have been performed,
as applicable, as of the Closing Date, except where specific reference is made to another date.
6.03 Adverse Change. Buyer is not obligated to perform under this Contract if, on the date of
Closing, any portion of the Property has been condemned by an entity other than Buyer, or is the
subject of condemnation, eminent domain, or other material proceeding initiated by an entity other
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than Buyer, or the Property, or any part thereof, has been materially or adversely impaired in any
manner_
6.04 Review Period. Buyer is not obligated to perform under this Contract if Buyer delivers
notice to Seller pursuant to Article IV, Section 4.01 that Buyer has determined that the Property
is unsuitable to or for Buyer's purposes.
6.05 Buyer's Right to Waive Conditions Precedent. Notwithstanding anything contained in
this Contract to the contrary, Buyer may, at Buyer's option, elect to waive any of the conditions
precedent to the performance of Buyer's obligations under this Contract by giving to the Seller, at
any time prior to Closing, a written waiver specifying the waived condition precedent.
6.06 Buyer's Termination if Conditions Precedent Not Satisfied or Waived. If any of the
conditions precedent to the performance of Buyer's obligations under this Contract have not been
satisfed by Seller or waived by the Buyer, the Buyer may, by giving written notice to Seller,
terminate this Contract. On Buyer's termination, the Earnest Money shall be immediately returned
to Buyer by the Title Company. The Seller shall, on written request from Buyer, promptly issue
the instructions necessary to instruct the Title Company to return to Buyer the Earnest Money and,
thereafter, except as otherwise provided in this Contract, Buyer and Seller shall have no further
obligations under this Contract, one to the other.
ARTICLE VII
CLOSING
7.01 Date and Place of Closing. The Closing (herein so called) shall take place in the offices
of the Title Company and shall be accomplished through an escrow to be established with the Title
Company, as escrowee. The Closing Date (herein sometimes called), shall be forty five (45)
calendar days after the Effective Date, unless otherwise mutually agreed upon by Buyer and Seller.
7.02 Items to be Delivered at the Closing.
(a) Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer or the Title
Company, at the expense of the party designated herein, the following items:
(i) The Title Policy, in the form specified in Article III, Section 3.05;
(ii) The Special Warranty Deed, substantially in the form as attached hereto as Exhibit
"C," subject only to the Permitted Exceptions, if any, duly executed by Seller and
acknowledged;
(iii) The Temporary Lease, in the form as attached hereto as Exhibit "B," duly executed
by Seller and acknowledged; and
(iv) Other items reasonably requested by the Title Company as administrative
requirements for consummating the Closing.
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(b) Buver• At the Closing, Buyer shall deliver to Seller or the Title Company, the following
items:
(i) The sum required by Article II, Section 2.01, less the Earnest Money in the form
of a check, cashier's check, or other immediately available funds;
(ii) The Temporary Lease, in the form attached hereto as Exhibit "B," duly executed
by Buyer and acknowledged; and
(ii) Other items reasonably requested by the Title Company as administrative
requirements for consummating the Closing.
7.03 Adjustments at Closing. Notwithstanding anything to the contrary contained in this
Contract and without limiting the general application of the provisions of Section 5.03, above, the
provisions of this Article VII, Section 7.03 shall survive the Closing. The following item shall
be adjusted or prorated between Seller and Buyer with respect to the Property:
(a) Ad valorem taxes relating to the Property for the calendar year in which the Closing shall
occur shall be prorated and 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 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.
7.04 Possession at Closing. Possession of the Property shall be delivered to Buyer at Closing,
subject to the Temporary Lease.
7.05 Costs of Closing. Each party is responsible for paying the legal fees of its counsel, in
negotiating, preparing, and closing the transaction contemplated by this Contract. Seller is
responsible for paying fees, costs, and expenses identifed herein as being the responsibility of
Seller. Buyer is responsible for paying all other fees, costs, and expenses related to Closing.
ARTICLE VIII
DEFAULTS AND REMEDIES
8.01 Seller's Defaults and Buyer's Remedies.
(a) Seller's Defaults. Seller is in default under this Contract on the occurrence of any one or
more of the following events:
Contract of Sale
Page 10 of 33
(i) Any of Seller's warranties or representations contained in this Contract are untrue
on the Closing Date;
(ii) Seller fails to meet, comply with, or perform any covenant, agreement, condition
precedent, or obligation on Seller's part required within the time limits and in the
manner required in this Contract; or
(iii) Seller fails to deliver at Closing the items specified in Article VII, Section 7.02(a)
of this Contract for any reason other than a default by Buyer or termination of this
Contract by Buyer pursuant to the terms hereof prior to Closing.
(b) Buyer's Remedies. If Seller is in default under this Contract, Buyer as Buyer's remedies
for the default, may, at Buyer's sole option, do any of the following:
(i) Terminate this Contract by written notice delivered to Seller in which event the
Buyer shall be entitled to a return of the Earnest Money, and Seller shall, promptly
on written request from Buyer, execute and deliver any documents necessary to
cause the Title Company to return to Buyer the Earnest Money;
(ii) Enforce specific performance of this Contract against Seller, requiring Seller to
convey the Property to Buyer subject to no liens, encumbrances, exceptions, and
conditions other than those shown on the Title Commitment, whereupon Buyer
shall waive title objections, if any, and accept such title without reduction in
Purchase Price on account of title defects and shall be entitled to assert any rights
for damages based on Seller's representations, warranties, and obligations that are
not waived by Buyer by its acceptance of Seller's title; and
(iii) Seek other recourse or relief as may be available to Buyer at or by law, equity,
contract or otherwise.
8.02 Buyer's Default and Seller's Remedies.
(a) Buyer's Default. Buyer is in default under this Contract if Buyer fails to deliver at Closing
the items speciiied in Article VII, Section 7.02(b) of this Contract for any reason other
than a default by Seller under this Contract or termination of this Contract by Buyer
pursuant to the terms hereof prior to Closing.
(b) Seller's Remedy. If Buyer is in default under this Contract, Seller, as Seller's sole and
exclusive remedy for the default, may, at Seller's sole option, do either one of the
following:
(i) Terminate this Contract by written notice delivered to Buyer in which event the
Seller shall be entitled to a return of the Earnest Money, and Buyer shall, promptly
on written request from Seller, execute and deliver any documents necessary to
cause the Title Company to return to Seller the Earnest Money; or
Contract of Sale
Page 11 of 33
(ii) Enforce specific performance of this Contract against Buyer.
ARTICLE 1X
MISCELLANEOUS
9.01 Notice. All notices, demands, requests, and other communications required hereunder
shall be in writing, delivered, unless expressly provided otherwise in this Contract, by telephonic
facsimile, by hand delivery, or by United States Mail, and shall be deemed to be delivered and
received upon the earlier to occur of: (a) if provided by telephonic facsimile or hand delivery, the
date provided, and (b) if provided by United State Mail, the date of the deposit in a regularly
maintained receptacle for the United States Mail, registered or certified, return receipt requested,
postage prepaid, addressed as follows:
SELLER:
JoDo Co, LLC
1310 Chimney Rock Drive
Keller, TX 76262
Copies to:
For Seller:
Telecopy:
BUYER:
Deanna Cody, Deputy Director
Capital Projects-Real Estate
216 W. Mulberry Street
Denton, Texas 76201
Telecopy: (940) 349-8951
1��fr I3uye��:
Aaron Leal, City Attorney
City Attorney's Office
215 E. McKinney
Denton, Texas 76201
Telecopy: (940) 382-7923
9.02 Governing Law and Venue. This Contract is being executed and delivered and is
intended to be performed in the State of Texas, the laws of Texas governing the validity,
construction, enforcement, and interpretation of this Contract. THIS CONTRACT IS
PERFORMABLE IN, AND THE EXCLUSIVE VENUE FOR ANY ACTION BROUGHT WITH
RESPECT HERETO, SHALL LIE IN DENTON COUNTY, TEXAS.
9.03 Entirety and Amendments. This Contract embodies the entire agreement between the
parties and supersedes all prior agreements and understandings, if any, related to the Property, and
may be amended or supplemented only in writing executed by the party against whom enforcement
is sought.
9.04 Parties Bound. This Contract is binding upon and inures to the benefit of Seller and Buyer,
and their respective devisees, heirs, successors, and assigns. If requested by Buyer, Seller agrees
Contract of Sale
Page 12 of 33
to execute, acknowledge, and record a memorandum of this Contract in the Real Property Records
of Denton County, Texas, imparting notice of this Contract to the public.
9.05 Risk of Loss. If any damage to the Property shall occur prior to Closing, or if any
condemnation or any eminent domain proceedings are threatened or initiated by an entity or party
other than Buyer that might result in the taking of any portion of the Property, Buyer may, at
Buyer's option, do any of the following:
(a) Terminate this Contract and withdraw from this transaction without cost, obligation, or
liability, in which case the Earnest Money shall be immediately returned to Buyer; or
(b) Consummate this Contract, in which case Buyer, with respect to the Property, shall be
entitled to receive (i) in the case of damage, all insurance proceeds, if any; and (ii) in the
case of eminent domain, all proceeds paid for the Property related to the eminent domain
proceedings.
Buyer shall have ten (10) calendar days after receipt of written notification from Seller on
the final settlement of all condemnation proceedings or insurance claims related to damage
to the Property in which to make Buyer's election. In the event Buyer elects to close prior
to such final settlement, then the Closing shall take place as provided in Article VII, above,
and there shall be assigned by Seller to Buyer at Closing, in form and substance satisfactory
to Buyer, all interests of Seller in and to any and all insurance proceeds or condemnation
awards which may be payable to Seller on account of such event. In the event Buyer elects
to close upon this Contract after final settlement, as described above, Closing shall be held
five (5) business days after such iinal settlement.
9.06 Further Assurances. In addition to the acts and deeds recited in this Contract and
contemplated to be performed, executed, and/or delivered by Seller and Buyer, Seller and Buyer
agree to perform, execute, and/or deliver, or cause to be performed, executed, and/or delivered at
the Closing or after the Closing, any further deeds, acts, and assurances as are reasonably necessary
to consummate the transactions contemplated hereby. Notwithstanding anything to the contrary
contained in this Contract and without limiting the general application of the provisions of Section
5.03, above, the provisions of this Article IX, 5ection 9.06 shall survive Closing.
9.07 Time is of the Essence. It is expressly agreed between Buyer and Seller that time is of the
essence with respect to this Contract.
9.08 Exhibits. The Exhibits which are referenced in, and attached to this Contract, are
incorporated in and made a part of this Contract for all purposes.
9.09 Delegation of Authority. Authority to take any actions that are to be, or may be, taken by
Buyer under this Contract, including without limitation, adjustment of the Closing Date, are hereby
delegated by Buyer, pursuant to action by the City Council of Denton, to Todd Hileman, City
Manager of Buyer, or his designee.
Contract of Sale
Page 13 of 33
9.10 Contract Execution. This Contract of Sale may be executed in any number of counterparts,
all of which taken together shall constitute one and the same agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart.
9.11 Business Days. If the Closing Date or the day of performance required or permitted under
this Contract falls on a Saturday, Sunday, or Denton County holiday, then the Closing Date or the
date of such performance, as the case may be, shall be the next following regular business day.
Contract of Sale
Page 14 of 33
SELLER: JoDo Co, LLC
BY: J�w . ��..
AUTHORIZED SIGNAzI'ORY, TITLE
Executed by Seller on the � day of �Oy�M[3r3Z . 2019.
SELLER:
BY: ��.�..��,�{-��. a wa��
AUTE-IClRIZED SIGNATORY, T 'T'�.L
Executed by Seller on the � day of �J�vt�✓�" 2019.
BUYER:
��_
BY:
TODD HILEMAN, CITY MANAGER
Executed by Buyer on the �� day of 2019.
�����"'.r,
`;q`hf'4`i N; . .
� � �..t?�
ua�= \ t .l...r � l���',o.
��
�
ATTEST:
ROSA RIOS, CITY SECRETARY
By: �
,� �� �
APPROVED AS TO LEGAL FORM: _
AARON LIiA�, CITY A'i'I'[)R I�d •
..�" ��r[ ��—
� �
BY: � � - ' I"� ._.
THIS AGREEMENT HAS BEEN BOTH
REVIEWED AND APPROVED AS TO
Financial and operational obligations and
Business terms.
�,�-
`
� r� ,� r' , �'•� j -
��'�= I ��'�!+'_� �- � --
DEANNA CODY, DEPUTY DiR}?C'T
Capital i'��c�jccl. -Rcfd l:st n � ` (
Date: . '� l �. � -:' �. � l . �-- - —
1
Contract of Sale
Page I S of 33
RECEIPT OF AGREEMENT BY TITLE COMPANY
By its execution below, Title Company acknowledges receipt of an executed copy of this
Contract. Title Company agrees to comply with, and be bound by, the terms and provisions of this
Contract, to perform its duties pursuant to the provisions of this Contract, and comply with Section
6045(e) of the Internal Revenue Code of 1986, as amended from time to time, and as further set
forth in any regulations or forms promulgated thereunder.
TITLE COMPANY:
Alamo Title
3424 Long Prairie Rd, Suite 100
Flower Mound, Texas 75022
D irect — 817-921-1215
Fax 817-370-6131
:
Printed Name:
Title:
Contract receipt date: , 2019
Contract of Sale
Page 16 of 33
�
EXHIBIT "A"
to
Contract of Sale
Legal Description
EXHIBIT "A"
Being all that ccrtain tracY of land sitvated in the Hiram Cisco Survey, Abstrsci Number 1184,
City of Denton, Denton County, Texas and being all of a tract of land desoribed in the deed from
State Banlc of Texes to George Wright and Patricia Wright as recorded in Document Number
2010-15619 of the Real Property Records of said County, the subject tract being more
particularly described as follows:
BEGINNING at a 5/8" iron rod found in the South line of East McKinney Street for the Northeast
corner of said Wright tract and the Northwest corner of a called Tract One described in the deed
to Starnes Rentals, L.L.C., as recorded in Document Number 2005-42444 of said Records;
Thence South 00 degrees 30 minutes 09 seconds West with said common line a distence of
153.20 feet to a 5/8 inch iron rod found for the Southwest corner of a called Tract Two of said
Starnes tract and the Northwest comer of a tract of land described in the deed to K.B. Properties
as recorded in Document Number 98-R0052976 of said Records;
T'hence South 00 degrees 03 minutes 26 seconds East witE� the West line thereof a distence of
142.95 feet to a capped iron rod found in the North line of East Oak Street for the Southwest
comer thereof and the Southeast comer of said Wright tract;
Thence North 87 degrees 39 min�tes 25 seconds West with the South line thereof and the North
line of said 5treet a distance of 140.00 feet to a capped iron rod found for the Southwest corner of
said Wright tract and the Southeast cnrner of a tract of land described in the deed to The City of
Denton as recorded in Document Number 2000-R0072738 of ssid Records;
Thence North 00 degrees 51 rninutes l 8 seconds East with said common line a distance of ] 54.85
feet to a 1/2" iron rod found for the Northeast corner of said City tract and the Southeast corner of
a called Tract II in said Wright tract;
Thence North 89 degrees 09 minutes 32 seconds West with said common line u distance of 50.00
feet to a capped iron rod stamped "KAZ" set for the Southwest corner of said Tract II;
Thence North 00 degrees 06 minutes 34 seconds East with the West line thareof passing a 3/8"
iron rod found in the South line of McKinney Street at a distance of 141.55 feet and contrnuing
along said course a total distance of 155.00 feet to e point in said Street for the Northwest corner
of said Tract II;
Thence South $9 degrees 53 minutes 26 seconds East a distance of 50.00 feet to a point in said
Street;
Thence South 00 degrees 06 minutes 34 seconds West a distance of 15.13 feet to a point in the
South line of said Street;
Thence 5outh 87 degrees 58 minutes 0? seconds East with the 3outh line thereof a distance of
138.59 feet to the PLACE OF BEGINNING and enclosing 1.12 acres of land more or less.
Contract of Sale
Page 17 of 33
EXHIBIT "B"
to
Contract of Sale
Temporary Lease
Basic Terms
Effective Date: , 201
Landlord: City of Denton
Landlord's Address: 215 E. McKinney, Denton, Texas 76201
Tenant: JoDo Co, LLC
Tenant's Address: _1310 Chimney Rock Drive, Keller, Texas 76262
Premises — As described on Exhibit "A," attached hereto; however, the legal description
described on Exhibit "A" shall be deemed not to include the lot and property commonly known
as 800 E. McKinney, Denton, Denton County, Texas, and any improvements located thereon (the
"Excluded Property") and Tenant will not be renting the Excluded Property and none of Tenant's
obligation under this Lease shall apply to the Excluded Property.
Term: Fourteen (141 Months
Commencement Date: The Effective Date
Termination Date: (i) March 30, 2021; (ii) earlier termination of this Lease, as provided herein;
or (iii) surrender of the Premises by Tenant to Landlord, whichever is the earlier to occur.
Rent: The consideration for this Lease is Ten Dollars and No Cents ($l0.00�
Permitted Use: Current office and warehouse storage, and no other uses.
Tenant's Insurance: As required by Insurance Addendum, attached hereto as Exhibit "B"
Landlord's Insurance: None
Tenant's Rebuilding Obligations: If the Premises are damaged by fre or other elements to the
extent the Permitted Use may not continue absent repair, this Lease shall terminate.
Contract of Sale
Page 18 of 33
Defnitions
"Arises." An Environmental Claim or Environmental Cleanup Liability shall be deemed to Arise
upon each discrete Release of a Chemical Substance.
"Chemical Substances" shall mean any chemical substance, including, but not limited to, any sort
of pollutants, contaminants, chemicals, raw materials, metals, intermediates, products, industrial,
solid, toxic or hazardous substances, materials, wastes, asbestos, asbestos-containing materials,
polychlorinated biphenyls, or petroleum products, including crude oil or any derived product or
component thereof, including, without limitation, gasoline and any material or substance of any
kind containing any of the above.
"Environmental Claim" shall mean any claim, demand, action, suit, or proceeding for the injury,
disease, or death of any person (including, without limitation, the Tenant, or Tenant's successors,
assigns, employees, agents, and/or representatives), property damage, damage to the environment,
or damage to natural resources made, arising or alleged to arise under, or relating to, any
Environmental Law. Environmental Claim includes any damages, settlement amounts, fines and
penalties assessed, or costs of complying with any orders or decrees of courts, administrative
tribunals, or other governmental entities associated with resolving such claims, demands, actions,
suits, or proceedings and any costs, expenses, and fees, including, without limitation, reasonable
attorney's fees, incurred in the investigation, defense, and resolution of such claims, demands,
actions, suits, and proceedings.
"Environmental Cleanup Liability" shall mean any cost or expense of any nature whatsoever
incurred to investigate, contain, remove, remedy, respond to, clean up, or abate any Release of
Chemical Substances or other contamination or pollution of the air, surface water, groundwater,
and land surface or subsurface strata related to the operation, occupation, use, maintenance,
abandonment, or ownership of the Premises, whether such Release, contamination, or pollution is
located on, within, under, or above the Premises or is located on, within, under, or above any other
lands or property including, but not limited to, any Release of Chemical Substances or other
contamination or pollution arising out of or resulting from the manufacture, generation,
formulation, processing, labeling, distribution, introduction into environment or commerce, or on
site or off site use, treatment, handling, storage, disposal, or transportation of any Chemical
Substance. Environmental Cleanup Liability includes, without limitation, any judgments,
damages, settlements, costs, or expenses (including, without limitation, attorneys', consultants,
and experts' fees and expenses) incurred with respect to (i) any investigation, study, assessment,
legal representation, cost recovery by a governmental agency or third party, or monitoring or
testing in connection therewith, (ii) the Premises, as a result of actions or measures necessary to
implement or effectuate any such containment, removal, remediation, response, cleanup, or
abatement, and (iii) the resolution of such liabilities.
"Environmental Law" means any statutes or legal requirements relating to or regulating pollution,
worker, employee and occupational safety and health, protection or cleanup of the environment or
damage to or remediation of damage to real property and natural resources (including, but not
limited to, ambient air, surface water, groundwater, and land surface or subsurface strata)
Contract of Sale
Page 19 of 33
including, without limitation, legal requirements contained in the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq., as amended (CERCLA); the
Resources Conservation and Recovery Act, 42 U.S.C. § 6901, et seq., as amended (RCRA); the
Superfund Amendments and Reauthorization Act of 1986, Pub. L. 99-499, as amended (SARA);
the Clean Air Act, 42 U.S.C. § 7401, et seq., as amended; the Federal Water Pollution Control Act,
33 U.S.C. § 1251, et seq., as amended; the National Environmental Policy Act, 42 U.S.C. § 4321,
et seq., as amended (NEPA); and the Safe Drinking Water Act, 42 U.S.C. § 300f, et seq., as
amended; and/or any other federal, state, or local laws, statutes, ordinances, rules, regulations, or
orders (including decisions of any court or administrative body) relating to pollution, worker,
employee, and occupational safety and health, damage to and protection or cleanup of the
environment, real property, and/or natural resources as described above. Environmental Law shall
also mean the Toxic Substance Control Act, 15 U.S.C. § 2601, et seq., as amended (TOSCA),
and/or any other federal, state (including, without limitation, laws with respect to trespass,
nuisance and other torts or similar legal theories which may be applied to establish liability or
responsibility for Environmental Cleanup or Environmental Claims), or local laws, statutes,
ordinances, rules, regulations, or orders (including decisions of any court or administrative body)
relating to (i) release, containment, removal, remediation, response, cleanup, or abatement of any
sort of Chemical Substance, (ii) the manufacture, generation, formulation, processing, labeling,
distribution, introduction into environment or commerce, use, treatment, handling, storage,
disposal, or transportation of any Chemical Substance, (iii) exposure of persons, including agents,
contractors, and employees of Tenant, to any Chemical Substance and other occupational safety
or health matters, or (iv) the environmental hazards relating to the physical structure or condition
of a building, facility, tank, fixture, or other structure, including, without limitation, those relating
to the management, use, storage, disposal, cleanup, or removal of any Chemical Substance.
"Injury" means (a) damage, harm to or impairment, or loss of property or its use, including without
limitation, personal property, real property, and/or natural resources, and (b) harm to or death of a
person.
"Landlord" means Landlord and its elected officials, agents, employees, invitees, licensees, or
visitors.
"Release" shall mean any spilling, leaking, pumping, pouring, emitting, spraying, emptying,
discharging, escaping, leaching, dumping, or disposing, in any way, manner or form, of any
Chemical Substance into the environment (including, but not limited to, the ambient air, surface
water, groundwater, and/or land surface or subsurface strata) of any kind whatsoever (including
without limitation the abandonment or temporary abandonment or discarding of barrels,
containers, tanks, or other receptacles containing or previously containing any Chemical
Substance).
"Tenant" means Tenant and its agents, contractors, employees, invitees, licensees, or visitors.
20
Clauses and Covenants
A. Tenant agrees to:
1. Lease the Premises for the entire Term beginning on the Commencement Date and
ending on the earlier to occur of (i) Termination Date; or (ii) upon surrender of the Premises by
Tenant to Landlord prior to the Termination Date.
2. ACCEPT THE PREMISES IN THEIR PRESENT CONDITION "AS IS,"
"WHERE IS," AND "WITH ALL FAULTS." TENANT STIPULATES THAT IT HAS
THOROUGHLY 1NSPECTED THE PREMISES AND FINDS THAT THE PREMISES IS
CURRENTLY SUITABLE FOR THE PERMITTED USE. LANDLORD MAKES NO
REPRESENTATION, COVENANTS, OR WARRANTIES, EXPRESSED, IMPLIED, OR OF
ANY K1ND OR NATURE, CONCERNING OR WITH RESPECT TO THE PREMISES,
INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY,
QUALITY, HABITABILITY, SUITABILITY, OR FITNESS FOR PARTICULAR PURPOSE
OR USE. TENANT STIPULATES TO LANDLORD THAT IT HAS PREVIOUSLY
OCCUPIED THE PREMISES AND IS AWARE OF THE CONDITION OF THE PROPERTY.
TENANT REPRESENTS AND WARRANTS TO LANDLORD THAT THERE ARE NO
CHEMICAL SUBSTANCES CONTAINED OR STORED OR THAT HAVE BEEN RELEASED
IN OR ON THE PREMISES THAT WOULD RESULT IN AN ENVIRONMENTAL CLAIM OR
ENVIRONMENTAL CLEANUP LIABILITY.
3. Obey (a) all applicable laws relating to the use, condition, and occupancy of the
Premises, and (b) any requirements imposed by utility companies serving or insurance companies
covering the Premises.
4. Obtain and pay for all utility services used by Tenant.
5. Pay all costs related to the utilities, of any kind or nature, related to the Premises.
6. Allow Landlord to enter the Premises to perform Landlord's obligations, if any,
and inspect the Premises.
7. Maintain the Premises in a good state of condition, normal wear and tear excepted.
Notwithstanding the obligation to maintain the Premises, if so desired by Tenant, Tenant may
repair and replace any and all parts of the Premises damaged during the Term hereof, in its entirety.
In the event Tenant does not desire to repair or replace the Premises, it shall be under no obligation
to do so but shall immediately surrender the Premises and remit any proceeds or monies
attributable to damage or loss of the buildings, structures, improvements, and other facilities that
are fixtures to the Property, received by Tenant from insurance coverage required herein to
Landlord upon such election. Tenant hereby expressly stipulates that Landlord is not obligated to
repair, replace, or maintain any part or parcel of the Premises, including without limitation, roof
systems, HVAC systems, wall systems, foundations, windows, and doors.
21
8. Vacate, in its entirety, the Premises on or before the Termination Date. Tenant shall
remove all personal property, trade fixtures, and any other property, excepting the buildings,
structures, improvements, and other facilities that are fixtures, other than trade fixtures, to the
Premises (collectively, "Tenant's Personal Property") owned by it from the Premises on or before
the Termination Date or earlier termination of this Temporary Lease, whichever is earlier to occur,
and shall execute a written stipulation and acknowledgement on such date (i) expressly stipulating
that all such property of Tenant has been removed from the Premises; and (ii) waiving any and all
rights the Tenant may have to the Premises and such Personal Property left following the
Termination of this Lease.
9. INDEMNIFY, DEFEND, AND HOLD LANDLORD HARMLESS FROM ANY
DAMAGE OR 1NJURY (AND ANY RESULTING OR RELATED CLAIM, ACTION, LOSS,
LIABILITY, OR REASONABLE EXPENSE, INCLUDING ATTORNEY'S FEES, OTHER
FEES, AND COURT AND OTHER COSTS) CAUSED BY OR RELATED TO TENANT'S
OCCUPANCY OF THE PREMISES, TENANT'S DEFAULT UNDER THIS LEASE, AND/OR
OTHERWISE OCCURRING IN OR RELATED TO ANY PORTION OF THE PREMISES.
9.A. TO THE FULLEST EXTENT PERMITTED BY LAW, TENANT SHALL
INDEMNIFY, DEFEND, AND HOLD HARMLESS LANDLORD, AND ITS SUCCESSORS
AND ASSIGNS, FROM AND AGAINST ANY AND ALL ENVIRONMENTAL CLAIMS AND
ENVIRONMENTAL CLEANUP LIABILITY, WHICH ARISE DIRECTLY OR INDIRECTLY
FROM OR ARE RELATED TO THE USE, OPERATION, MAINTENANCE, OCCUPATION,
OWNERSHIP, OR ABANDONMENT OF THE PREMISES (I) BEFORE THE EFFECTIVE
DATE, INCLUDING WITHOUT LIMITATION, THE ABOVE-DESCRIBED EVENTS
CAUSED, OR CONTRIBUTED TO, IN WHOL,E OR IN PART, BY THE NEGLIGENCE OF
ANY KIND, TYPE, OR DEGREE, 1NCLUDING WITHOUT LIMITATION, GROSS
NEGLIGENCE, OR FAULT OF LANDLORD, ITS SUCCESSORS AND/OR ASSIGNS; AND
(II) AFTER THE EFFECTIVE DATE, IF CAUSED OR CONTRIBUTED TO, IN WHOLE OR
PART, BY TENANT. TENANT FURTHER COVENANTS AND AGREES TO DEFEND ANY
SUITS OR ADMINISTRATIVE PROCEEDINGS BROUGHT AGAINST LANDLORD, ITS
SUCCESSORS AND ASSIGNS, ON ACCOUNT OF ANY SUCH ENVIRONMENTAL
CLAIMS OR ENVIRONMENTAL CLEANUP LIABILITY AND TO PAY OR DISCHARGE
THE FULL AMOUNT OR OBLIGATION OF SUCH ENVIRONMENTAL CLAIMS OR
ENVIRONMENTAL CLEANUP LIABILITY INCURRED BY, ACCRUING TO, OR
IMPOSED ON LANDLORD AND ITS SUCCESSORS AND ASSIGNS, AS APPLICABLE,
RESULTING FROM ANY SUCH SUIT OR SUITS, OR ADMINISTRATIVE PROCEEDINGS,
OR ANY AMOUNTS R ESULTING FROM THE SETTLEMENT OR RESOLUTION OF SUCH
SUIT OR SUITS OR ADMINISTRATIVE PROCEEDINGS. IN ADDITION, TENANT SHALL
PAY TO LANDLORD, AND ITS SUCCESSORS AND ASSIGNS, AS APPLICABLE,
REASONABLE ATTORNEYS' FEES INCURRED BY LANDLORD, AND ITS SUCCESSORS
AND ASSIGNS, AS APPLICABLE, IN ENFORCING TENANT'S 1NDEMNITY PROVIDED
HEREIN.
9.B. THE INDEMNITIES CONTAINED IN PARAGRAPHS 9 AND 9A ARE (A)
INDEPENDENT OF TENANT'S INSURANCE, (B) WILL NOT BE LIMITED BY
COMPARATIVE NEGLIGENCE STATUTES OR DAMAGES PAID UNDER TAE
22
WORKERS' COMPENSATION ACT OR SIMILAR EMPLOYEE BENEFIT ACTS, (C)
WILL SURVIVE THE END OF THE TERM, AND (D) WILL APPLY EVEN IF AN
INJURY OR DAMAGE IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE,
OF ANY KIND, TYPE, OR DEGREE, OR STRICT LIABILITY OF LANDLORD.
10. During the term of this Lease, Tenant will not locate, store, or dispose in or on, or
release or discharge from (including groundwater contamination) the Premises, any Chemical
Substances that could result in an Environmental Claim or Environmental Cleanup Liability.
11. Tenant shall, at no cost or expense to Landlord, take all actions necessary to comply
with all Environmental Laws affecting the Premises.
12. Any of Tenant's Personal Property remaining on the Premises after the Termination
Date shall be deemed Abandoned Property, as prescribed by Section E.19., below, and may be
disposed of by Landlord in any manner prescribed by Section E.19., below.
B. Tenant agrees not to:
1. Use the Premises for any purpose other than the Permitted Use.
2. Create a nuisance.
3. Permit any waste.
4. Use the Premises in any way that would increase insurance premiums or void
insurance on the Premises.
5. Change the lock system of the Premises.
6. Alter the Premises.
7. Allow a lien to be placed on the Premises.
8. Assign this Lease or sublease any portion of the Premises.
C. Landlord agrees to:
1. Lease to Tenant the Premises for the entire Term beginning on the Commencement
Date and ending on the earlier to occur of (i) Termination Date; or (ii) upon surrender of the
Premises by Tenant to Landlord prior to the Termination Date.
D. Landlord agrees not to:
1. Interfere with Tenant's possession of the Premises as long as Tenant is not
in default hereunder.
E. Landlord and Tenant agree to the following:
1. Alterations. Any physical additions, improvements, or alterations to the Premises
made by Tenant must be consented to by Landlord, in its sole and absolute discretion.
23
2. Insurance. Tenant will maintain the insurance coverages described in the attached
Insurance Addendum during the Term of this Lease and, if coverage is afforded on a Claims Made
basis, for three (3) years thereafter, as concerns the Environmental Liability coverage.
3. Release of Claims/Subrogation. TENANT RELEASES LANDLORD FROM ANY
AND ALL CLAIMS OR LIABILITIES FOR DAMAGE TO THE PREMISES, DAMAGE TO
OR LOSS OF PERSONAL PROPERTY WITHIN THE PREMISES, AND LOSS OF BUSINESS
OR REVENUES 1NCIDENT TO, ARISING FROM OR RELATED TO TENANT'S
OCCUPATION OF THE PREMISES. THE RELEASE IN THIS PARAGRAPH WILL
APPLY EVEN IF THE DAMAGE OR LOSS IS CAUSED IN WHOLE OR IN PART BY
THE NEGLIGENCE, OF ANY KIND, TYPE, OR DEGREE, OR STRICT LIABILITY OF
THE LANDLORD BUT WILL NOT APPLY TO THE EXTENT THE DAMAGE OR LOSS
IS CAUSED BY THE WILLFUL MISCONDUCT OF THE LANDLORD.
4. Casualty/Total or Partial Destruction. If the Premises are damaged by casualty to
the extent the Permitted Use may not continue absent repair, unless the Premises is repaired by
Tenant as provided in Section A.7., above, this Lease will terminate without liability of any kind
to Landlord.
Condemnation/Substantial or Partial Taking
a. If the Premises cannot be used for the purposes contemplated by this Lease
because of condemnation or purchase in lieu of condemnation, this Lease
will terminate.
b. Tenant will have no claim to the condemnation award or proceeds in lieu of
condemnation.
6. Defaull by Landlord/Events. Defaults by Landlord are failing to co�nply with any
provision of this Lease within thirty (30) calendar days after written notice.
7. Default by Landlord/Tenant's Remedies. Tenant's remedies for Landlord's default
are solely to either (i) enforce the terms of this Lease by specific performance; or (ii) terminate
this Lease. THE REMEDIES OF TENANT AS SET FORTH HEREIN ARE SOLE AND
EXCLUSIVE AND TENANT WAIVES ANY OTHER RIGHT OR REMEDY THAT MIGHT
BE AVAILABLE.
8. Default by Tenant/Events. Defaults by Tenant are (a) Tenant abandoning or
vacating a substantial portion of the Premises without surrendering the Premises to Landlord, (b)
Tenant failing to comply, within five (5) calendar days after written notice, with any provision of
this Lease other than the default set forth in (a) above, which shall require no notice of default to
Tenant; (c) Tenant shall become insolvent, or shall make a transfer in fraud of creditors, or shall
make an assignment for the benefit of creditors; (d) a receiver or trustee shall be appointed for all
or substantially all of the assets of Tenant; (e) Tenant shall file a voluntary petition in bankruptcy
or admit in writing that it is unable to pay its debts as they become due; (� Tenant shall apply for
or consent to the appointment of a receiver, trustee, custodian, intervener, or liquidator of itself or
24
of all or substantial part of its assets; (g) Tenant shall file an answer admitting the material
allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy,
reorganization, or insolvency proceeding; and (h) any of Tenant's representations or warranties
contained in this Lease are untrue at any time during the Term.
9. Default by Tenant/Landlord's Remedies. Landlord's remedies for Tenant's default
are to (a) enter and take possession of the Premises, after which Landlord may relet the Premises
on behalf of Tenant and receive the rent directly by reason of the reletting, and Tenant agrees to
reimburse Landlord for any expenditures made in order to relet; (b) enter the Premises and perform
Tenant's obligations; and (c) terminate this Lease by written notice and sue for damages. Landlord
may enter and take possession of the Premises pursuant to the exercise of any right or remedy,
without prejudice to any other right or remedy, available to it by law, contract, equity, or otherwise.
10. Default/Waiver/Mitigation. It is not a waiver of default if the non-defaulting party
fails to declare immediately a default or delays in taking any action. Except as to the sole and
exclusive remedies of Tenant, pursuit of any remedies set forth in this Lease does not preclude
pursuit of other remedies in this Lease or provided by applicable law.
11. Holdover. If Tenant does not vacate the Premises following termination of this
Lease, Tenant will become a tenant at sufferance. No holding over by Tenant, whether with or
without the consent of Landlord, will extend the Term. Tenant stipulates that its possession of the
Premises after the expiration of the Term, as a tenant of sufferance, will cause damage to Landlord
in excess of fair market value of rent resulting, in part, due to delays to Landlord construction
projects.
12. Lease of Commercial Rental Property. Tenant represents and warrants that the
Premises is commercial rental property, as defined in Chapter 93 of the Texas Property Code.
13. Attorney's Fees. If either party retains an attorney to enforce this Lease, the party
prevailing in litigation is entitled to recover reasonable attorney's fees and other fees and court and
other costs.
14. Venue. EXCLUSIVE VENUE FOR ANY ACTION HEREUNDER IS IN
DENTON COUNTY, TEXAS, THE COUNTY IN WHICH THE PREMISES ARE LOCATED.
15. Entire Agreement. This Lease, together with the attached exhibits and addendums,
comprises the entire agreement of the parties, and there are no oral representations, warranties,
agreements, or promises pertaining to this Lease or occupation of the Premises.
16. Amendment ofLease. This Lease may be amended only by an instrument in writing,
duly authorized and signed by Landlord and Tenant. Notwithstanding anything to the contrary
herein, the authority to amend this Lease by Landlord is not delegated by the City Council of
Landlord.
17. Limitation of Warranties. THERE ARE NO IMPLIED WARRANTIES OF
MERCHANTABILITY, QUALITY, SUITABILITY, HABITABILITY, FIT'NESS FOR A
25
PARTICULAR PURPOSE, OR OF ANY OTHER KIND ARISING OUT OF THIS LEASE, AND
THERE ARE NO WARRANTIES THAT EXTEND BEYOND THOSE EXPRESSLY STATED
IN THIS LEASE.
18. Notices. Any notice given by one party to the other in connection with this Lease shall be
in writing and shall be sent by certified mail, return receipt requested, with postage fees prepaid, or via
facsimile as follows:
A. If to Landlord, addressed to:
Denton City Manager
215 E. McKinney
Denton, Texas 76201
Fax No. 940.349.8596
w/copy to:
Deanna Cody
Deputy Director-Real Estate
216 W. Mulberry Street
Denton, Texas 76201
Fax No. 940349-8951
B. If to Tenant, addressed to:
JoDo Co, LLC
Attn: John and Donna Hall
1310 Chimney Rock Drive
Keller, Texas 76262-9313
Notice shall be deemed received for all purposes when placed in the United States mail, as set forth
herein, or when delivered by telephonic facsimile to the other party at the facsimile number(s) provided
above.
19. Abandoned Property. Landlord may retain, destroy, or dispose of any property, of
any kind or type, including without limitation, Tenant's Personal Property left or remaining on the
Premises after the Termination Date ("Abandoned Property") without liability of any kind to
Tenant and without payment of consideration of any kind to Tenant. In the event Landlord shall
elect to store said Abandoned Property, Landlord may store such Abandoned Property in the name
and at the expense of Tenant.
20. No Broker. Tenant represents and warrants Landlord that it has not contracted with
or otherwise retained any broker or any other third party related to this Lease to whom any
commission or other fee may be payable.
21. Authority of Tenant. Tenant represents and warrants to Landlord that it has taken
all actions necessary to authorize the party executing this Lease to bind, in all respects, Tenant to
all terms and provisions of this Lease, and that such person possesses the authority to execute this
Lease and bind Tenant hereto.
26
22. Delegation ofAuthority. Except as otherwise expressly provided herein, any action
that is to be or may be taken by Landlord under this Lease is hereby delegated by Landlord,
pursuant to approval of this Lease by City Council of Landlord, to the City Manager of Landlord,
or his designee.
TENANT:
JODO CO, LLC.; a Texas limited liability company
JoDo Co, LLC
BY:
Authorized Signor, Title
:
Authorized Signor, Title
ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on . 2019 by
on behalf of .
Notary Public, State of Texas
My commission expires:
ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on , 2019 by
on behalf of .
Notary Public, State of Texas
My commission expires: �
27
LANDLORD:
CITY OF DENTON
I:
TODD HILEMAN, CITY MANAGER
ATTEST:
ROSA RIOS, CITY SECRETARY
�
APPROVED AS TO I,EGAL FORM:
AARON LEAL, CITY ATTORNEY
:
STATE OF TEXAS
COUNTY OF
This instrument was acknowledged before me on this day of
20_, by Todd Hileman, City Manager of the City of Denton, on behalf of the City of Denton.
Notary Public, State of Texas
My commission expires:
28
�
EXHIBIT "A"
Being all that certain tract of land situated in the Hiram Cisco Survey, Abstract Number 1184,
City of Denton, Denton County, Texas and being all of a tract of land described in the deed from
State Banlc of Texas to George Wright and Patricia Wright as recorded in Document Number
20i0-15b 19 of the Real Property Records of said County, the subject tract being more
particulerly described as follows:
BEGINNING at a 5/8" iron rod found in the South line nf East McKinney SVeet for the Northeest
comer of said Wright tract and the Northwest comer of a called Tract One described in the deed
to Starnes Rentals, L.L.C., as recorded in Document Number 2005-42444 of said Records;
Thence South 00 degrees 30 minutes 09 seconds West with said common line a distance of
153.20 feet to a 5/8 inch iron rod found for the Southwest comer of a called Tract Two of said
Starnes tract and the Northwest corner of a tract of land described in the deed to K.B. Properties
as recorded in Document Number 98-R0052976 of said Records;
Thence South 00 degrees 03 minutes 26 seconds East with the West line thereof a distance of
142.95 feet to a capped iron rod found in the North line of East Oak Street for the SouYhwest
corner thereof and the Southeast corner of said Wright tract;
T'hence North 87 degrees 39 minutes 25 seconds West with the South line thereof and the North
line of said Street a distance of 140.00 feet to a capped iron rod found for the Soulhwest carner of
said Wright tract and the Southeast corner of a tract of land described in the deed to The City of
Denton as recorded in Document Number 2000-R0072738 of said Records;
Thence North 00 degrees S 1 minutes ] 8 seconds East with said common line a distance of ] 54.85
fcet to a l/2" iron rod found for the Norkheast comer of suid City traci and the Southeast corner of
a called Tract II in said Wright tract;
Thence North 89 degrees 09 minutes 32 seconds West with said common line a dislance of 50.00
feet to a capped iron rod stamped "KAZ" set for the Southwest corner of said TraCt II;
Thence North 00 degrees 06 minutes 34 seconds Eest with the West line thereof passing a 3/8"
iron rod found in the South line of McKinney Street at a distance of 141.55 feet and continuing
along said course a total distance of 155.00 feet to a point in said Street for the Northwest corner
of said Tract II;
Thence South 89 degrees 53 minutes 26 seconds East a distance of 50.00 feet to a point in said
Sireet;
Thence South 00 degrees 06 minutes 34 seconds West a distance of 15.13 feet to a point in the
South line of said Street;
Thence South 87 degrees 58 minutes 07 seconds East with the South line thereofa distance of
138.59 feet to the PLACE OF BEGINNING and enclosing 1.I2 acres of land more or (ess.
29
EXHIBIT "C"
TO
CONTRACT OF SALE
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION
FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY
BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL
SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
SPECIAL WARRANTY DEED
STATE OF TEXAS §
COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS
That JoDo Co, LLC (collectively, herein called "Grantor"), 1310 Chimney Rock Drive,
Keller, Texas 76262, for and in consideration of the sum of TEN AND NO/l00 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 (herein called "Grantee"), 215 E. McKinney, Denton,
Texas 76201, the receipt and suffciency 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").
Grantor, subject to the limitation of such reservation made herein, reserves, for itself, its
heirs, devisees, successors, and assigns all oil, gas, and other minerals in, on, and under and that
may be produced from the Property. Grantor, its heirs, devisees, successors, and assigns shall not
have the right to use or access the surface of the Property, in any way, manner, or form, in
connection with or related to the reserved oil, gas, and other minerals and/or related to exploration
and/or production of the oil, gas, and other minerals reserved herein, including without limitation,
use or access of the surface of the Property for the location of any well or drill sites, well bores,
30
whether vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks or
tank batteries, pipelines, roads, electricity or other utility infrastructure, and/or for subjacent or
lateral support for any surface facilities or well bores, or any other infrastructure or improvement
of any kind or type in connection with or related to the reserved oil, gas, and other minerals, and/or
related to the exploration or production of same.
As used herein, the term "other minerals" shall include oil, gas, and all associated
hydrocarbons and shall exclude (i) all substances that any reasonable extraction, mining, or other
exploration and/or production method, operation, process, or procedure would consume, deplete,
or destroy the sizrface of the Property; and (ii) all substances which are at or near the surface of the
Property. The intent of the parties hereto is that the meaning of the term "other minerals" as
utilized herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex.
1980).
As used herein, the term "surface of the Property" shall include the area from the surface
of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above
the surface of the earth.
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 to, the
Property.
TO HAVE AND TO HOLD the Property, together with all and singular the rights and
appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and assigns
forever; and Grantor does hereby bind Grantor and Grantor's 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 . 2019.
31
THE STATE OF
COUNTY OF
r�
JoDo Co, LLC
BY:
Authorized Signor, Title
I:
Authorized Signor, Title
ACKNOWLEDGMENT
This mstrument was acknowledged before me on
on behalf of
2019 by
Notary Public, State of Texas
My commission expires:
ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF ._ _ §
This instrument was acknowledged before me on __ . 2019 by
on behalf of _ .
Upon Filing Return To:
City of Denton
Development Services Annex
216 W. Mulberry Street
Denton, TX 76201
Attn: Deanna Cody, Dep,uty Director
Capital Projects — Real Estate
32
Notary Public, State of Texas
My commission expires:
Property Tax Bills To:
City of Denton Finance Department
215 E. McKinney Street
Denton, Texas 76201
�
Exhibit "A"
To
Special Warranty Deed
Legal Description
EXI-IIBIT "A"
Being all that certain tract of land situated in the Hiram Cisco Survey, Abstract Number 1184,
City of Denton, Denton County, Texas and being all of a tract of land described in the deed from
State Bank of Texas to George Wright and Patricia Wright as recorded in Document Number
2010-15619 of the Real Property Records of said County, the subject tract being more
particularly described as follows:
BEGINNING at a 5/8" iron rod found in the South line of East McKinney Street for the Northeast
corner of said Wright tract and the Northwest corner of a cal�ed Tract One described in the deed
to Starnes Rentals, L.L.C., as recorded in .Document Number 2005-42444 of said Records;
Thence South 00 degrees 30 minutes 09 seconds West with said common line a distance of
153.20 feet to a 518 inch iron rod found for the Southwest corner of a called Tract Two of said
Stames tract and the Northwest corner of a tract of land described in the deed to K.B. Yroperties
as recorded in Document Number 98-RQ052976 of said Records;
Thence South 00 degrees 03 minutes 26 seconds East with the West line thereof a distence of
142.95 feeT to a capped iron rod found in the North line of East Oak Street for the Southwest
corner thereof and the Southeast corner of said Wright tract;
'1'hence North 87 degrees 39 minutes 25 scconds West with the South line thereof and the North
line ofsaid Street a distance of 140.00 feet to a capped iron rod found for the SouYhwest comer of
said Wright tract and the Southeast corner of a tract of land described in the deed to The City of
Denton as recorded in Docurnent Number 2000-R0072738 of said Records;
Thence North 00 degrees 5] minutes 18 seconds East wiYh said common line a distance of 154.85
feet to s 1/2" iron rod found for the Northeast corner oI'said City tract and the Soutt►easl corner of
a called 'I'ract Il in said Wright tract;
Thence North 89 degees 09 minutes 32 seconds West with said common line a distance of 50.00
feet to a capped iron rod stamped "KAZ" set for the Southwest comer of said Tract II:
Thence North 00 degrees 06 minutes 34 seconds East with the West line thereof pessing a 3/8"
iron rod found in the South line of McKinney Street at a distance of 141.55 feet and continuing
along said course a total distance of 155.OQ feet to a point in said Street for the Northwest comer
of said Tract lI;
Thence South 89 degrees 53 minutes 26 seconds East a distance of 50.00 fee# to a point in said
Street;
Thence 5outh 00 degrees 06 n►inutes 34 seconds West a distance of 15.13 feet to a point in the
South line of said Street;
Thence South 87 degrees 58 minutes 07 seconds East with the South line thereof a distance of
138,59 feet to the PLACE OF BEGINNING and enclosing 1.12 acres of land more or less.
33