2008-293ORDINANCE NO. 2008-
AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO
EXECUTE AN AGREEMENT FOR PURCHASE AND SALE ENTERED INTO BY
AND BETWEEN THE CITY OF DENTON, TEXAS AND RAYZOR INVESTMENTS,
LTD., TOGETHER WITH ANY OTHER DOCUMENTS AND CONVEYANCES
THAT ARE NECESSARY TO ACQUIRE AN APPROXIMATE 20.5961 ACRE
TRACT OF REAL PROPERTY IN THE N.H. MEISENHIEMER SURVEY,
ABSTRACT NUMBER 810, CITY OF DENTON, DENTON COUNTY, TEXAS;
AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING
AN EFFECTIVE DATE. (MUNICIPAL SERVICES AND NORTHLAKES PARK
EXPANSION - $1,345,761)
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS:
SECTION 1. The City Manager or his designee is hereby authorized to execute
an Agreement for Purchase and Sale entered into by and between the City of Denton,
Texas, as Purchaser and Rayzor Investments, Ltd., as Seller, substantially in the form that
is attached hereto and made a part hereof as Exhibit "A" (the "Agreement"), and any
other documents necessary for the acquisition of an approximate 20.5961 acre tract of
real property, as described in the caption above; which real property is being acquired for
a public purpose, to wit: for municipal purposes and public park use.
SECTION 2. This Ordinance shall become effective immediately upon its
passage and approval.
PASSED AND APPROVED this 2/-2dday of 429kzz, 2008.
MARK A. BURROUGHS, YOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By:
APP OVED S TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By:
0
AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT OF PURCHASE AND SALE ("Agreement') is made and entered into as
of the Effective Date (as hereinafter defined) between RAYZOR INVESTMENTS, LTD., a Texas
limited partnership ("Seller"), and the CITY OF DENTON, a Texas municipal corporation
("Purchaser"), upon the terms and conditions specified herein.
Section 1. Agreement to Sell and Purchase. Seller hereby agrees to sell to Purchaser, and
Purchaser hereby agrees to purchase from Seller, for the Purchase Price (as hereinafter defined) on
and subject to the terms and conditions set forth in this Agreement, the parcel of land described in
Attachment "1", and generally depicted in Attachment !A:, both attached hereto and by this
reference made a part hereof ("Property"), together with all of Seller's rights and interest, if any, in
and to all roads, streets, alleys and easements belonging or appurtenant thereto; provided, however,
that Seller shall reserve and retain all coal, oil, gas, casing-head gas, and all ores and minerals of
every kind and nature ("Reserved Resources") (subject to the surface waivers contained in the
Deeds).
Section 2. Purchase Price Opening of Escrow, Earnest Money and Approval.
2.1 Purchase Price. The purchase price ("Purchase Price") to be paid by Purchaser to
Seller for the Property is One Million Three Hundred Forty Five Thousand Seven Hundred and
Sixty One Dollars and No Cents ($1,345,761,00)
2.2 Payment of Purchase Price. The Purchase Price shall be payable in Readily
Available Funds (as hereinafter defined) at the Closing, and Purchaser shall make certain deposits
to be applied to the Purchase Price at Closing as provided in Section 2.4 below.
2.3 Delivery to Title Company. Within three business days after the execution and
delivery of this Agreement by both Purchaser and Seller, the last executing party shall deliver all
executed counterparts of this Agreement to Republic Title of Fort Worth, 420 Throckmorton, Suite
640, Fort Worth, Texas 76102 (with Joanna Cloud acting as escrow officer) ("Title Company"). If
Purchaser is:the last executing party, Purchaser shall deliver Readily Available Funds for the below
described Earnest Money to the Title Company simultaneously with its delivery of the executed
counterparts of this Agreement. If Seller is the last executing party, Title Company shall promptly
notify Purchaser of its receipt of the executed counterparts and Purchaser shall deliver Readily
Available Funds for the below described Earnest Money to the Title Company within three (3)
business days after such notice. In either case, upon receipt of such funds required to be deposited
with Title Company by Purchaser as provided below, Title Company shall execute each counterpart
in the space provided below to evidence its receipt of such funds and agreement to hold same in
accordance with this Agreement, and Title Company shall return a fully executed counterpart of this
Agreement to each of the parties.
2.4 Earnest Money. After the execution and delivery of this Agreement by Seller and
Purchaser as provided above, Purchaser shall deliver to Title Company Readily Available Funds in
the amount of $50,000.00 ("Earnest Money") within the time periods contemplated under Section
2.3 above. The Earnest Money shall be held by Title Company in escrow in an interest-bearing
account in accordance with the provisions hereof, and all interest accrued on the Earnest Money
shall become a part thereof, and all further references to the Earnest Money in this Agreement shall
include such accrued interest. The Earnest Money shall be refundable during the Review Period,
less $50.00 as sole consideration for the Review Period (the "Option Fee")(as hereinafter defined) if
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20.5961 - Part of Riney Tract 1
Purchaser terminates this Agreement in accordance with the provisions of Section 4.1, or under
Sections 13.2 or 20 of this Agreement. In the event Purchaser does not terminate this Agreement
on or before the expiration of the Review Period as provided in Section 4.1 hereof, then the Earnest
Money shall only be refundable to Purchaser if Purchaser terminates this Agreement in accordance
with the provisions of Sections 13.2 or 20 hereof. If the transaction contemplated hereby is
consummated in accordance with the terms and provisions hereof, the Earnest Money shall be
applied to the Purchase Price at the Closing. If the transaction is not so consummated, then any
portion of the Earnest Money not refundable to Purchaser as expressly provided herein shall be paid
to Seller either as liquidated damages under Section 20 or otherwise in consideration of Seller
having entered into this Agreement. Timely delivery of the Earnest Money as specified above shall
be a condition precedent to Seller's obligations under this Agreement and in the event of
Purchaser's failure to timely deliver same, Seller may terminate this Agreement at any time prior to
Purchaser's delivery of Readily Available Funds for such Earnest Money.
Section 3. Title Commitment, Survey and Submission Materials.
3.1 Title Commitment. Within 30 days after the Effective Date (subject, however, to
Section 4.1.2 below), Seller, at Seller's sole cost and expense, shall deliver or cause to be delivered
to Purchaser the following:
3.1.1 Title Commitment. Owner's Commitment for Title Insurance ("Title
Commitment") issued by Title Company, which Title Commitment shall set forth the status of the
title of the: Property and shall show all easements, restrictions, claims, rights-of-way,
encroachments and other encumbrances and other matters, if any, affecting the Property
("Encumbrances"); and
3.1.2 Documents. A legible copy of all documents referred to in the Title
Commitment, including but not limited to plats, reservations, restrictions and easements.
3.2 : Survey.
3.2.1 Survey Delivery. Within 30 days after the Effective Date (subject, however,
to Section 4.1.2 below), Seller, at Purchaser's sole cost and expense, shall deliver to
Purchaser a current survey ("Survey") consisting of a plat and field notes describing the
Property. Furthermore, it is the desire of the Purchaser for the Property to be partitioned
into two separate tracts for the express purpose of conveyance within the contemplated
Purchase and Sale transaction herein. Therefore, the Survey of the overall Property shall
also depict the two separate conveyance tracts described in Attachment "2" (General
Municipal Purposes Tract) and in Attachment "3" (Municipal Park Tract), and generally
depicted in Attachment "4", all attached hereto and made a part hereof. In that respect, the
Survey will also consist of the delivery of certified field notes describing the respective
partition tracts referenced herein. The Survey shall be prepared pursuant to a current
on-the-ground staked survey performed by Gerry Curtis and Associates or another
registered public surveyor or engineer selected by Seller and reasonably acceptable to
Purchaser. The Survey shall (i) reflect the actual dimensions of and the total number of
gross acres of land within the Property, and the actual dimensions and acreage of the
respective partition tracts (ii) identify any Encumbrances by applicable recording reference
and identify any areas in a flood prone or flood hazard area, (iii) include the surveyor's
registered number and seal, the date of the Survey and narrative certificate reasonably
acceptable to Seller and Purchaser.
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20.5961 - Part of Riney Tract
3.2.2 Survey Costs. Purchaser shall pay for the cost of the Survey.
3.3 : Permitted Encumbrances. Purchaser may evaluate the status of title as reflected in
the Title Commitment and Survey pursuant to Section 4.1 below. Seller shall have no obligation to
cure any title matters or issues disclosed in the Title Commitment and/or Survey (but may do so, if
Seller so chooses). The term "Permitted Encumbrances" as used herein shall mean the
reservation of the Reserved Resources as provided in the Deeds, and any Encumbrances affecting
the Property as shown in the Title Commitment and/or Survey, together with all municipal and other
governmental zoning laws, regulations and ordinances, if any, affecting the Property. The Permitted
Encumbrances shall be specifically listed and attached to the Deeds as Exhibit "B", in each
respectively thereto, as constituting the Permitted Encumbrances.
Section 4. Purchaser's Review Rights.
4.1 . Review Period.
4.1.1 Termination Right. In the event that the Purchaser is not satisfied, in
Purchaser's sole discretion, with (i) the physical condition and nature of the Property, (ii) the
status of title to the Property as shown by the Title Commitment and/or Survey or otherwise,
(iii) any Tests (as hereinafter defined) or studies conducted by the Purchaser pursuant to
Section 8 hereof and (iv) all other aspects of the Property, or if Purchaser is not otherwise
satisfied in Purchaser's sole discretion that the Property is suitable for Purchaser's Intended
Development (as hereinafter defined) or use thereof (collectively, the "Conditions"), then
Purchaser shall have the option at any time prior to the expiration of 180 days after the
Effective Date ("Review Period") to choose one of the following as its sole and exclusive
remedy: (i) terminate this Agreement by sending written notice thereof to Seller on or prior to
expiration of the Review Period, and on such termination, Purchaser shall be entitled to the
return of the Earnest Money, less the Option Fee, and neither party hereto shall have any
further rights or obligations hereunder (except for Purchaser's obligations under Section 31
below, or (ii) elect to waive any of the Conditions and proceed with this transaction, but with
no change in any of Purchaser's obligations hereunder and with no reduction in the
Purchase Price. In the event Purchaser does not terminate this Agreement on or before the
expiration of the Review Period as specified in this Section 4.1, then the Earnest Money
shall be refundable to Purchaser only if Purchaser terminates this Agreement in accordance
with the provisions of Sections 13.2 or 20.
4.1.2 Delay in Delivery of Survey or Title Commitment. Notwithstanding anything
herein to the contrary, in the event that Seller does not obtain and deliver either or both of
the Survey and the Title Commitment within the time periods specified in Section 3 above,
Purchaser's sole and exclusive remedy shall be to extend the Review Period for the number
of days that Seller is so delayed in delivering the Survey and/or the Title Commitment, and
Seller shall not be deemed in default hereof. If both the Survey and the Title Commitment
are delivered late, the number of days that Seller is so delayed in the delivering of both the
Survey and the Title Commitment shall run concurrently for purposes of the extension, so
that the extension of the Review Period shall be the number of days between (i) the date that
Purchaser would have received both the Title Commitment and Survey under the above
scheduled time periods and (ii) the actual date on which Purchaser has received both the
Title Commitment and Survey.
Section 5. [Intentionally Deleted]
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20.5961 - Part of Riney Tract
Section 6. Closing Matters.
6.1 . Closing Date. The Closing ("Closing") of the sale of the Property by Seller to
Purchaser shall occur in and through the office of the Title Company, with Title Company acting as
escrow agent, on the date which is thirty (30) days after the expiration of the Review Period, unless
Seller and Purchaser mutually agree to an earlier or later date ("Closing Date").
6.2 . Concurrent Conditions at Closing. At the Closing, all of the following shall occur,
all of which shall be deemed concurrent conditions:
6.2.1 Seller Deliveries. Seller, at Seller's sole cost and expense, shall deliver or
cause to be delivered to Title Company, as escrow agent, for the immediate disbursement
and delivery by the Title Company as hereinafter set forth, the following:
a. A Special Warranty Deed for the General Municipal Purposes tract
(collectively referenced herein as "Deeds"), substantially in form and substance to
that attached hereto as Attachment "5" and by this reference made a part hereof,
fully executed and acknowledged by Seller, conveying to Purchaser title to the
Property, subject to the Permitted Encumbrances.
b. A Special Warranty Deed for the Municipal Park Tract (collectively
referenced herein as "Deeds"), substantially in form and substance to that attached
hereto as Attachment "6" and by this reference made a part hereof, fully executed
and acknowledged by Seller, conveying to Purchaser title to the Property, subject to
the Permitted Encumbrances.
C. An Affidavit ("Affidavit") that Seller is not a "foreign person" as
defined in Section 1445 of the Internal Revenue Code of 1986, as amended.
d. The Settlement Statement (as hereinafter defined) prepared by the
Title Company for execution by Seller, fully executed by Seller.
e. Evidence reasonably satisfactory to Purchaser and the Title Company
that Seller (and the person executing the closing documents on behalf of Seller) has
the full right, power, and authority to perform this Agreement and complete the
Closing hereunder.
6.2.2 Purchaser Deliveries. Purchaser, at Purchaser's sole cost and expense,
shall deliver or cause to be delivered to Title Company, as escrow agent, for the immediate
disbursement and delivery by the Title Company as hereinafter set forth, the following:
a. Immediately available funds in the form of a federal wire transfer,
certified or cashier's check, or such other means of funding acceptable to the Title
Company so as to constitute readily available funds for immediate disbursement by
Title Company ("Readily Available Funds") in an amount equal to the Net Funds
Due from Purchaser as shown on the Settlement Statement.
b. The Deeds, executed by Grantee to acknowledge the terms,
conditions and reservations contained therein.
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20.5961 - Part of Riney Tract 4
C. The Settlement Statement prepared by the Title Company for
execution by Purchaser, fully executed by Purchaser.
d. Evidence reasonably satisfactory to Seller and the Title Company that
Purchaser (and the person executing the closing documents on behalf of Purchaser)
has the full right, power, and authority to perform this Agreement and complete the
Closing hereunder.
6.2.3 Settlement Statements. At Closing, Title Company shall prepare for
execution by each party a Settlement Statement ("Settlement Statement(s)") which shall
reflect and show: (i) the Purchase Price and the application of all Earnest Money toward the
Purchase Price, (ii) the payoff by Seller of any liens against the Property, (iii) the allocation of
costs between the parties as provided herein and other prorations, credits, payments and
other.: adjustments provided for herein, and (iv) the resulting overall funding and
disbursement of cash funds necessary to close the transaction and the net funds due from
Purchaser ("Net Funds Due from Purchaser") and the net funds due to/from Seller ("Net
Funds Due to/from Seller").
6.2.4 Issuance of Owner Policy. At Purchaser's sole cost and expense, Title
Company shall issue to Purchaser an Owner Policy of Title Insurance (or a binding
commitment to so issue with the actual title policy to be delivered within a reasonable period
of time after the Closing) ("Owner Policy") in the amount of the Purchase Price insuring
that, after the completion of the Closing, Purchaser is the owner of indefeasible fee simple
title to the Property, subject only to the Permitted Encumbrances and the standard printed
exclusions and exceptions included in a Texas Standard Form Owner Policy of Title
Insurance (provided, however, that the survey exception as to areas and boundaries may, at
the option and sole expense of Purchaser, be limited to "shortages in area").
6.3 Closing of Escrow. Upon satisfaction and delivery of all of the matters described in
Section 6.2 above, Title Company shall act as escrow agent in closing the transaction hereunder
and shall:
6.3.1 Recordation. Title Company shall record the following documents
("Recorded Documents") in the Real Property Records of Denton County, Texas with
instructions for the recorder to return the original executed and recorded original of each
document to the party specified below:
Document
Deed - General Municipal Purpose
Deed - Municipal Park Purpose
After Recording Return To
Purchaser
Purchaser
6.3.2 Execution of Settlement Statements by Title Company. Title Company shall
execute and deliver to each respective party its respective Settlement Statement.
6.3.3 Deliveries to Purchaser
documents to Purchaser:
Title Company shall deliver the following
(i) original Affidavit
Agreement of. Purchase and Sale
20.5961 - Part of Riney Tract
5
(ii) file-stamped copy of each Recorded Document
: 6.3.4 Deliveries to Seller. Title Company shall deliver the following documents to
Seller:
(i) file-stamped copy of each Recorded Document
6.3.5 Disbursement of Funds. Title Company shall release the Earnest Money
from escrow and apply the same to the Purchase Price, and otherwise receive and disburse
funds in accordance with the Settlement Statement(s) and deliver to Seller the Net Funds
Due to Seller as reflected in the Settlement Statement(s).
6.4 Allocation of Closing Costs. Closing costs shall be allocated as follows:
6.4.1 Seller Costs. Seller shall pay:
(a) its own attorneys' fees,
6.4.2 Purchaser Costs. Purchaser shall pay:
(a) its own attorneys' fees,
(b) all of the escrow fees charged by the Title Company,
(c) the cost to record the Deeds,
(d) the cost of the Survey, and
(e) the cost of the basic premium for the Owner Policy,
(f) any additional premium or charge to limit the survey exception in the
Owner Policy to "shortages in area" if Purchaser desires such
coverage or to obtain any other endorsements or additional
coverages Purchaser may obtain relative to the Owner Policy (but
Seller gives no assurances that any such endorsements or
coverages are available and shall have no responsibility with respect
thereto).
6.5 Taxes. Taxes affecting the Property shall be pro-rated as follows:
6.5.1 General Proration. Ad valorem and similar taxes and assessments (the
"Taxes") relating to the Property for the year in which the Closing occurs shall be prorated
between Seller and Purchaser as of the Closing Date, in accordance with Section 26.11 of
the Texas Tax Code. In this regard the Title Company shall have each taxing unit certify the
Seller's prorated tax liability for the year of closing which amounts will be paid by Seller out
of the proceeds of the sale.
6.5.2 Roll-Back Taxes. The parties acknowledge that, for purposes of assessing
Taxes against the Property for prior years, the applicable central appraisal district has
Agreement of Purchase and Sale
20.5961 - Part of Riney Tract 6
applied agricultural, open-space or other special use valuation methods ("Special Use
valuation") to arrive at the taxable value of the Property as permitted under the Texas Tax
Code, and accordingly a change in land usage of the Property may result in an additional tax
(in addition to Taxes for the year in which the Roll-Back Event, as hereinafter defined,
occurs) being assessed against the Property (any such additional taxes, together with
interest thereon, being referred to herein as "Roll-Back Taxes"). As a tax exempt
governmental entity, the Purchaser is exempt for payment of Roll-Back Taxes. A change in
ownership will not trigger Roll-Back Tax liability. Therefore, no Roll-Back Taxes will be paid
at Closing.
6.6 Delivery of Possession. Upon completion of the Closing, Seller shall deliver to
Purchaser possession of the Property, subject to the Permitted Encumbrances.
Section 7. AS-IS Sale.
7.1 AS-IS Sale. Purchaser expressly acknowledges that the Property is being sold and
accepted AS-IS, WHERE-IS WITH ALL FAULTS, and , except as expressly set forth in Section 12
below, Seller makes no representations or warranties, express or implied, with respect to the
physical condition or any other aspect of the Property, including without limitation: (i) the structural
integrity of improvements on the Property, if any; (ii) the manner, construction, condition and state of
repair or lack of repair of any improvements on the Property; (iii) the conformity of any improvements
to any plans or specifications for the Property, including but not limited to any plans and
specifications that may have been or which may be provided to Purchaser; (iv) the conformity of the
Property to past, current or future applicable zoning or building code requirements or the Property's
compliance with any other Laws; (v) the financial earning capacity or history or expense history of
the operation of the Property; (vi) the status of title to the Property and the nature and extent of any
right-of-way, lease, possession, lien, easement, license, reservation, condition or other
Encumbrance affecting the Property; (vii) the existence of soil instability, past soil repairs, soil
additions or conditions of soil fill, the Property's susceptibility to landslides, sufficiency of
undershoring or sufficiency of drainage to, from or across the Property; (viii) whether the Property is
located wholly or partially in a flood plain or a flood hazard boundary or similar area or within any
area that may be considered wetlands or jurisdictional waters of the United States; (ix) the existence
or non-existence of underground or above ground storage tanks, asbestos, hazardous waste or
other toxic or Hazardous Materials (as hereinafter defined) of any kind or any other environmental
condition or whether the Property is in compliance with applicable Laws; (x) the Property's
investment potential or resale at any future date, at a profit or otherwise; (xi) any tax consequences
of ownership of the Property; or (xii) any other matter whatsoever affecting the stability, integrity,
other condition or status of the Property (collectively, the "Property Conditions"), and
PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY AND ALL
ACTUAL OR POTENTIAL RIGHTS PURCHASER MIGHT HAVE REGARDING ANY FORM OF
WARRANTY, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, INCLUDING, BUT
IN NO WAY LIMITED TO, ANY WARRANTY OF QUANTITY, QUALITY, CONDITION,
HABITABILITY, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR
PURPOSE RELATED TO THE PROPERTY, ANY IMPROVEMENTS THEREON OR THE
PROPERTY CONDITIONS, SUCH WAIVER BEING ABSOLUTE, COMPLETE, TOTAL AND
UN LIMITED IN ANY WAY. This waiver only applies to Seller and is not a waiver to any predecessor
in title to Seller.
7.2 Information Disclaimer. Any and all information related to the Property provided to
Purchaser by Seller (without implying any obligation to deliver such information, however)
("Information"), shall be delivered as an accommodation to Purchaser only, without any
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20.5961 - Part of Riney Tract
representation or warranty as to the completeness or accuracy of the data or other information
contained therein, and all such Information is furnished to Purchaser solely as a courtesy, and Seller
has neither verified the accuracy of any statements or other information therein contained, the
method used to compile such Information nor the qualifications of the persons preparing such
Information.: The Information is provided on an AS-IS, WHERE-IS BASIS, AND PURCHASER
EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF
SELLER HEREIN, SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR
ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY
WARRANTY OF QUANTITY, QUALITY, CONDITION, MERCHANTABILITY, SUITABILITY OR
FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION. All such Information shall
be held by Purchaser in confidence in accordance with the provisions of Section 31 below. Seller
shall provide to Purchaser within 30 days after the Effective Date of this Agreement copies of all
environmental and engineering reports it has within its care, custody or control.
7.3 Waiver of Compliance with Requirements. Purchaser expressly acknowledges
that Purchaser is not relying on (and Seller hereby disclaims and renounces) any representations or
warranties made by or on behalf of Seller of any kind or nature whatsoever, except as expressly
provided in Section 12 below. Purchaser acknowledges that the Property may not be in compliance
with all Laws that may apply to the Property or any part thereof and the continued ownership,
maintenance, management and repair of the Property ("Requirements"). Purchaser shall be solely
responsible for any and all Requirements, Property Conditions and all other aspects of the Property,
whether the same shall be existing as of the Closing Date or not.
7.4 Environmental Waiver. Without limitation, to the fullest extent permitted by law, and
except as provided in Section 12, Purchaser, for Purchaser's successors and assigns, hereby
releases Seller from and waives any and all claims and liabilities against Seller for, related to or in
connection with any environmental condition at the Property (or the presence of any matter or
substance relating to the environmental condition of the Property), including, but not limited to,
claims and/or liabilities relating to (in any manner whatsoever) any hazardous, toxic or dangerous
materials or substances located in, at, about or under the Property, or for any and all claims or
causes of action (actual or threatened) based upon, in connection with or arising out of: (i) the
Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §§9601 et
seq.) ("CERCLA"); (ii) the Resource Conservation and Recovery Act (42 U.S.C. §§6901 et seq.)
("RCRA"); (iii) the Superfund Amendments and Reauthorization Act (42 U.S.C. §§9601 et seq.)
("SARA"); or (iv) any other claim or cause of action (including any federal or state based statutory,
regulatory or common law cause of action, including without limitation, the Texas Solid Waste
Disposal Act) related to environmental matters or liability with respect to or affecting the Property.
This waiver only applies to Seller and is not a waiver to any predecessor in title to Seller.
7.5 Assumption of Hazardous Material Risks. Without limitation to any of the above,
Purchaser assumes the risk that Hazardous Materials may be present in, on or under the Property,
and hereby waives, releases and discharges forever, Seller from any and all present or future claims
or demands, and any and all damages, loss, injury, claims or costs, including fines, penalties and
judgments arising from or in any way related to the condition of the Property or presence of any
Hazardous Materials in, on or under the Property, whether or not arising from or attributed to the
sole or concurrent negligence of Seller. This waiver only applies to Seller and is not a waiver to any
predecessor in title to Seller.
7.6 Purchaser Relying on Own Inspections. Purchaser acknowledges and agrees
that the provisions contained in Sections 7.1 - 7.5 above were a material factor in Seller's
acceptance of the Purchase Price and that Seller was unwilling to sell the Property to Purchaser
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20.5961 - Part of Riney Tract
unless Seller was released as expressly set forth above. With respect to Purchaser's waivers and
agreements contained in Sections 7.1 - 7.5 above, the Purchaser represents and warrants to the
Seller that: (i) Purchaser is represented by legal counsel in connection with the sale contemplated by
this Agreement; (ii) Purchaser, with Purchaser's counsel, has fully reviewed the disclaimers and
waivers and agreements set forth in this Agreement and understands their significance and effect;
(iii) Purchaser is knowledgeable and experienced in the purchase, operation, ownership,
refurbishing and sale of commercial real estate, and is fully able to evaluate the merits and risks of
this transaction; and (iv) Purchaser is not in a significantly disparate bargaining position. As part of
the provisions of this Section 7, but not as a limitation thereon, Purchaser hereby agrees,
represents and warrants that the matters released herein are not limited to matters which are known
or disclosed. In this connection, to the extent permitted by law, Purchaser hereby agrees,
represents and warrants that it realizes and acknowledges that factual matters now unknown to it
may have given or may hereafter give rise to causes of action, claims, demands, debts,
controversies, damages, costs, losses and expenses which are presently unknown, unanticipated
and unsuspected, and Purchaser further agrees, represents and warrants that the waivers and
releases herein have been negotiated and agreed upon in light of that realization and that Purchaser
nevertheless hereby intends to release, discharge and acquit Seller from any such unknown causes
of action, claims, demands, debts, controversies, damages, costs, losses and expenses which might
in any way be included in the waivers and matters released as set forth in this Section 7 above.
7.8 Survival. Notwithstanding anything herein to the contrary, all of the terms and
provisions of this Section 7 shall survive the Closing.
Section 8. Purchaser's Inspection.
8.1 Purchaser Acknowledgment. Purchaser acknowledges and agrees that it will have
the opportunity to fully and thoroughly inspect the Property in accordance with Section 8.2 below,
and Purchaser will conduct such inspections and tests as Purchaser may deem advisable in
Purchaser's discretion to fully evaluate and analyze the Property and all Property Conditions.
8.2 Tests. Until the Closing, Purchaser and its agents and employees, at Purchaser's
sole risk and expense, shall have the right to enter upon the Property during normal business hours
(and subject to advance notice as required below) for inspections, surveying, engineering and other
reasonable testing and inspection purposes ("Tests"); provided, however, unless Purchaser obtains
the prior written approval by Seller (which approval shall not be unreasonably withheld or delayed),
all such inspections shall be limited to non-intrusive inspections and studies (such as non-intrusive
"Phase I Level" type tests with respect to environmental matters) which do not involve borings or any
sampling of any material or media, including soil, surface water, or ground water. Purchaser shall
not be permitted to conduct intrusive "Phase 11 Level" environmental or other intrusive testing or any
borings or sampling of any material or media, including soil, surface water, or ground water, unless
Seller, in Seller's commercially reasonable discretion, has approved in writing such testing and
sampling, the specific scope of work therefor and the consultant or persons performing such work;
provided, however, Purchaser may conduct routine soil borings on the Property for the purpose of
evaluating soil stability and characteristics for typical construction industry purposes directly related
to Purchaser's Intended Development ("Routine Soil Borings") without obtaining Seller's prior
approval. All Routine Soil Borings shall be conducted in a commercially reasonable manner in
accordance'with the highest generally accepted construction industry standards, and upon
completion of all such Routine Soil Borings, Purchaser shall restore the Property to substantially the
same condition as existed prior to such Routine Soil Borings. Any and all activities conducted by
Purchaser shall be in accordance with applicable Laws. Any entry upon the Property hereunder is
referred to herein as an "Entry". All such activities shall be conducted in such a fashion so as to
Agreement of: Purchase and Sale
20.5961 - Part of Riney Tract 9
minimize interference with the use of the Property. Purchaser shall promptly repair any damage to
the Property as a result of such Tests and restore the Property to its condition which existed prior to
such Tests.
8.3 Notice of Entry. Prior to any Entry upon the Property for any purpose permitted
hereunder, Purchaser shall give prior notice to and shall coordinate such access through Mr. Philip
Baker (telephone 940/387-8711, telecopy 940/566-1591, The Rayzor Company, 400 West Oak
Street, Suite200, Denton, Texas 76201) who will act as Seller's agent with respect thereto. Such
notice shall be given at least 24 hours prior to the proposed Entry and shall include the names of the
individuals who will be entering the Property and the name of such individual's firm or company, the
purpose of the inspection and specific activities which will be conducted by such individuals on the
Property, the times during which such Entry shall occur and such other information as may be
reasonably requested by Mr. Philip Baker. Purchaser shall fully cooperate with and follow any
reasonable additional requirements or instructions given by Mr. Philip Baker with respect to such
Entry.
8.4 Interference. Purchaser acknowledges that the Property may currently used by
Seller for agricultural, grazing and/or other purposes and agrees that all activities under Section 8.2
above shall be conducted in such a fashion so as to minimize interference with the use of the
Property by Seller.
8.5 Insurance. Any consultant or contractor of Purchaser desiring to enter the property
for any Tests shall only enter the Property after submitting to Seller certificates of insurance
evidencing Commercial General Liability Insurance coverage in commercially reasonable amounts
covering such consultant's or contractor's operations on the Property, with Seller included as an
additional insured thereunder and stating that such insurance is primary as regards any other
insurance maintained by Seller.
Section 9. [Intentionally Deleted]
Section 10. Agents and Agent Notices.
10.1 Agents. Purchaser and Seller hereby represent and warrant to each other that
neither partyhas dealt with any real estate agent, broker or similar party in connection with the sale
of the Property to Purchaser.
10.2 Indemnification for Brokers' Commissions or Fees. Purchaser agrees that if any
claims should be made for commissions allegedly arising from the execution of this Agreement or
any sale of the Property to Purchaser by any broker by reason of any acts of Purchaser, Purchaser
will protect, defend, indemnify and hold Seller harmless from and against any and all loss, liabilities
and expenses in connection therewith. Seller agrees that if any claims should be made for
commissions allegedly arising from the execution of this Agreement or any sale of the Property to
Purchaser by any broker by reason of any acts of Seller, Seller will protect, defend, indemnify and
hold Purchaser harmless from and against any and all loss, liabilities and expenses in connection
therewith.
Section 11 Miscellaneous Notices.
11.1 Texas Water Code. If the Property is situated in a utility or other statutorily created
district providing water, sewer, drainage, or flood control facilities and services, Chapter 49 of the
Texas Water Code requires Seller to deliver and Purchaser to sign the statutory notice relating to
Agreement of Purchase and Sale
20.5961 - Part of Riney Tract 10
the tax rate,. bonded indebtedness, or standby fee of the district prior to final execution of this
Agreement.
11.2 Utility Service Provider. If the Property is not located within a municipality's limits or
a municipal utility district (MUD) and is located in a certified service area of a utility service provider
(a utility, a water supply or sewer service corporation, or a special utility district organized and
operating under Chapter 65 of the Texas Water Code), Section 13.257 of the Texas Water Code
requires Seller to deliver a notice regarding the utility service provider to Purchaser.
11.5: Back-Up Offers. Seller may continue to show the Property for sale and receive,
negotiate and accept back-up offers.
11.6: Wetlands, Toxic Substances and Threatened or Endangered Species.
Purchaser is advised that the presence of wetlands, toxic substances, including asbestos and
wastes or other environmental hazards or the presence of a threatened or endangered species or its
habitat may affect Purchaser's intended use of the Property. If Purchaser is concerned about these
maters, an addendum to this Agreement should be prepared by the parties and attached hereto.]
Section 12. Representations.
12.1 Seller's Representations. Seller represents and warrants to Purchaser the
following:
12.1.1 Binding Agreement. This Agreement and all documents to be executed and
delivered by Seller at Closing are and at the Closing will be duly authorized, executed, and
delivered, and are and at the Closing will be legal, valid, and binding obligations of Seller,
and do not and at the Closing will not violate any provisions of any agreement to which Seller
is a party or to which Seller is subject.
. 12.1.2 No Litigation. There are no existing or pending litigation or claims with
respect to the Property and, to Seller's actual knowledge, there are no such actions, suits,
proceedings, or claims threatened or asserted.
. 12.1.3 No Violation. To Seller's actual knowledge, Seller has received no notice of
any violation of any Law pertaining to the Property or any portion thereof.
12.1.4 Hazardous Material. To Seller's actual knowledge, without independent
investigation, there are no Hazardous Materials (as hereinafter defined) which are or have
been used, manufactured, placed or stored on the Property. As used above, the term
"Hazardous Materials" means any material or substance which is (i) defined as a
"hazardous waste," "extremely hazardous waste," "restricted hazardous waste," "hazardous
material," "hazardous substance," or any similar formation under or pursuant to any state or
federal statute or common law rule, (ii) designated as a "hazardous waste" pursuant to
Section 311 of the Clean Water Act, 33 U.S.C., §1251 et seq. (33 U.S.C. §1321) or listed
pursuant to Section 307 of the Clean Water Act (33 U.S.C. §1317), (iii) defined as a
"hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery
Act, 44 U.S.C. §6901 et seq. (42 U.S.C. §6903) or (iv) defined as a "hazardous substance"
pursuant to Section 101 of the Comprehensive Environmental Response Compensation and
Liability Act, 42 U.S.C. §9601 et seq. (42 U.S.C. §9601); provided, however, "Hazardous
Materials" shall not, for purposes of this representation, include gasoline, diesel fuel or other
petroleum products routinely used in connection with farm and ranch operations, nor shall
Agreement of;Purchase and Sale
20.5961 - Part of Riney Tract 11
such term include any pesticides, herbicides, cattle dipping solutions and other substances
which are now or ever have been customarily used in connection with farm and ranch
operations (and such exclusion from such term shall include items which were historically
used in the farm and ranching industry for such purposes but which may now be banned or
otherwise not so used). Seller hereby informs Purchaser that Seller has conducted no
independent investigation in connection with the above representation and that Seller has
limited knowledge as to such matters and Seller advises Purchaser to conduct independent
investigations with respect to such matters as Purchaser may deem necessary or desirable
to fully satisfy itself with respect to the environmental condition of the Property, it being
understood that the above representation is limited in nature and is only to Seller's actual
knowledge, and does not give a complete understanding of the environmental condition of
the Property.
12.1.5 Foreiqn Status. Seller is not a "foreign person" as defined in Section 1445 of
the Internal Revenue Code of 1986, as amended.
12.1.6 No Agreements. The Property is not subject to any agreements of sale, or
any options or other rights of third parties to acquire any interest therein (other than pursuant
to this Agreement), and Seller has and at the Closing Date will have and will convey to
Purchaser good and indefeasible fee simple title to the Property, free and clear of all
conditions, exceptions, or reservations, except the Permitted Encumbrances.
12.1.7 Parties in Possession. To Seller's actual knowledge there are no adverse or
other.: parties in possession of the Property, or of any part thereof, except Seller. No parties
have:, been granted, and there does not currently exist, any license, lease or other right
relating to the use or possession of the Property, or any part thereof.
12.1.8 Condemnation. To Seller's actual knowledge, there are no condemnation
proceedings, eminent domain proceedings or similar actions or proceedings now pending or
threatened against the Property.
12.2 No Other Representations. SELLER MAKES NO OTHER REPRESENTATIONS
OR WARRANTIES WHATSOEVER.
12.3 Seller's Actual Knowledge and Limitations. For purposes of the above, wherever
the term "Seller's actual knowledge" or words of similar import are used, it shall be deemed to mean
the actual current knowledge of Philip A. Baker, Chief Operating Officer of the general partner of
Seller, without any independent investigation. The representations and warranties contained in
Subsections 12.1.2, 12.1.3 and 12.1.4 shall survive the Closing hereunder.
12.4: Purchaser's Representations. Purchaser represents and warrants to Seller the
following:
12.4.1 Valid Agreement. This Agreement and all documents to be executed and
delivered by Purchaser at Closing are and at the Closing will be duly authorized, executed,
and delivered, and are and at the Closing will be legal, valid, and binding obligations of
Purchaser, and do not and at the Closing will not violate any provisions of any agreement to
which Purchaser is a party or to which Purchaser is subject.
12.4.2 Opportunity to Inspect. Purchaser (or its representatives) have been afforded
the opportunity to fully and thoroughly inspect the Property, and Purchaser has or will
Agreement of Purchase and Sale
20.5961 - Part of Riney Tract 12
conduct such inspections and tests as Purchaser may deem advisable in Purchaser's
discretion to fully evaluate and analyze the Property and all Property Conditions, and shall
havesatisfied itself therewith if Purchaser proceeds to Closing.
Section 13. Termination, Default and Remedies.
13.1. Seller's Rights and Remedies.
13.1.1 Purchaser Events of Default. The following shall be "Purchaser Events of
Default" under this Agreement:
(a) Purchaser fails or refuses to consummate the purchase of the
Property pursuant to this Agreement at the Closing for any reason other than
termination of this Agreement by Purchaser pursuant to a right to so terminate
expressly set forth in this Agreement or Seller's failure to perform Seller's obligations
under this Agreement; or
(b) Purchaser fails to perform any of Purchaser's other obligations
hereunder either prior to or at the Closing for any reason other than termination of
this Agreement by Purchaser pursuant to a right to so terminate expressly set forth in
this Agreement or Seller's failure to perform Seller's obligations under this
Agreement, and Purchaser fails to cure any such default within five (5) days after
written notice thereof from Seller (provided, however, there shall be no notice and
opportunity to cure for Purchaser's failure to close the transaction on the Closing
Date so as to extend the Closing Date).
13.1.2 Remedies to Seller. Upon the occurrence of any Purchaser Event of Default,
Seller shall have (i) the right to terminate this Agreement by giving written notice thereof to
Purchaser prior to or at the Closing, whereupon neither party hereto shall have any further
rights or obligations hereunder, and Title Company shall deliver the Earnest Money to Seller
as liquidated damages, free of any claims by Purchaser or any other person with respect
thereto, or (ii) enforce specific performance of Purchaser's obligations under this Agreement,
as its sole and exclusive remedy, except for the Ancillary Remedies defined below. It is
agreed that the Earnest Money to which the Seller is entitled in the event of a termination by
Seller as a result of a Purchaser Event of Default is a reasonable forecast of just
compensation for the harm that would be caused by Purchaser's breach, and that the harm
that would be caused by such breach is one that is incapable or very difficult of accurate
estimation. Notwithstanding the foregoing, Seller may pursue all rights and remedies
available at law or in equity against Purchaser with respect to (i) the express indemnification
provisions of this Agreement, (ii) any damages incurred by Seller as a result of Purchaser's
failure to comply with the insurance requirements provided for in this Agreement, and (iii) the
provisions of Section 31 (the "Ancillary Remedies"), such remedies to be as additional
remedies and not in lieu of the foregoing liquidated damages remedy.
13.2 Purchaser's Rights and Remedies.
13.2.1 Seller Events of Default. The following shall be "Seller Events of Default"
under this Agreement:
(a) Seller fails or refuses to consummate the sale of the Property
pursuant to this Agreement at the Closing; or
Agreement of Purchase and Sale
20.5961 - Part of Riney Tract 13
(b) Seller fails to perform any of Seller's other obligations hereunder
either prior to or at the Closing for any reason other than the termination of this
Agreement by Seller pursuant to a right to so terminate expressly set forth in this
Agreement or Purchaser's failure to perform Purchaser's obligations under this
Agreement, and Seller does not cure such failure to perform within five (5) days after
written notice of such failure from Purchaser to Seller.
13.2.2 Purchaser Remedies. Upon the occurrence of any Seller Event of Default,
Purchaser, as Purchaser's sole and exclusive remedy, shall have the right to either (i)
enforce specific performance of Seller's obligations under this Agreement, or (ii) terminate
this Agreement by giving written notice thereof to Seller prior to or on the date when the
Closing Date would have occurred, whereupon neither party hereto shall have any further
rights or obligations hereunder, and Title Company shall deliver the Earnest Money to
Purchaser, free of any claims by Seller or any other person with respect thereto.
13.3 Disbursement of Earnest Money. In the event either Seller or Purchaser becomes
entitled to the Earnest Money (or portion thereof) upon cancellation of this Agreement in accordance
with its terms, Purchaser and Seller covenant and agree to deliver a letter of instruction to the Title
Company directing disbursement of the Earnest Money (or portion thereof) to the party entitled
thereto.
Section 14. Conditions Precedent to Purchaser's and Seller's Performance.
14.1 Conditions Precedent to Purchaser's Performance. Purchaser's obligation under
this Agreement to purchase the Property is subject to the fulfillment of each of the following
conditions (any or all of which may be waived by Purchaser) in addition to the other conditions set
forth in this Agreement:
14.1.1 Representations True. The representations and warranties of Seller
contained herein shall be true, accurate and complete as of the Closing Date;
14.1.2 Seller Ready, Willing and Able. Seller shall be ready, willing and able to
deliver title to the Property in accordance with the terms and conditions of this Agreement;
and
: 14.1.3 Seller Delivery of Documents. Seller shall have delivered all the documents
and other items required pursuant to Subsection 6.2.1, and shall have performed, in all
material respects, all other covenants, undertakings and obligations, and complied with all
conditions required by this Agreement to be performed or complied with by the Seller at or
prior to the Closing.
14.2 Conditions Precedent to Seller's Performance. Seller's obligation under this
Agreement to sell the Property to Purchaser is subject to the fulfillment of each of the following
conditions (any or all of which may be waived by Seller) in addition to the other conditions set forth in
this Agreement:
14.2.1 Representations True. The representations and warranties of Purchaser
contained herein shall be true, accurate and complete as of the Closing Date; and
Agreement of Purchase and Sale
20.5961 - Part of Riney Tract 14
14.2.2 Delivery of Funds and Performance. Purchaser shall have delivered the Net
Funds Due From Purchaser and all other amounts required hereunder and all the
documents to be executed by Purchaser set forth in Subsection 6.2.2 and shall have
performed, in all material respects, all other covenants, undertakings and obligations, and
complied with all conditions required by this Agreement to be performed or complied with by
Purchaser at or prior to Closing.
Section 15. ' Notices.
15.1 Notice Requirements. Any notice required or permitted to be given hereunder by
one party to the other shall be in writing and the same shall be given and shall be deemed to have
been served-and given if (i) delivered in person to the address set forth below for the party to whom
the notice is given, (ii) delivered in person at the Closing (if such party is present at the Closing), (iii)
placed in the United States mail, return receipt requested, addressed to such party at the address
hereinafter specified, (iv) deposited into the custody of Federal Express Corporation or another
reputable overnight carrier, to be sent for next day delivery, addressed to such party at the address
hereinafter specified, or (v) telecopied by facsimile transmission to such party at the telecopy
number listed below, provided that such transmission is confirmed by a machine generated
confirmation report indicating successful transmission on the date of such transmission.
15.2 Seller's Address. The address of Seller for all purposes under this Agreement and
for all notices hereunder shall be:
Philip A. Baker
Rayzor Investments, Ltd.
400 West Oak Street, Suite 200
Denton, Texas 76201-1771
Telecopy: (940) 566-1591
Telephone: (940) 387-8711
with a copy to:
David M. Mellina, Esq.
Mellina & Larson, P.C.
777 Main Street, Suite 770
Fort Worth, Texas 76102
Telecopy: (817) 335-1221
Telephone: (817) 335-1200
15.3: Purchaser's Address. The address of Purchaser for all purposes under this
Agreement and for all notices hereunder shall be:
City of Denton
City Service Center
901 A Texas Street
Denton, Texas 76209
Attn: Paul Williamson
Telecopy: (940) 349-8951
Telephone: (940) 349-8921
With a copy to:
Agreement of Purchase and Sale
20.5961 - Part of Riney Tract 15
Anita Burgess, City Attorney
City of Denton
City Hall
215 E. McKinney
Denton, Texas 76201
Telecopy: (940) 382-7923
Telephone: (940) 349-8333
15.4 Title Company's Address. The address of Title Company for all purposes under
this Agreement and for all notices hereunder shall be:
Joanna Cloud
Republic Title of Fort Worth
420 Throckmorton, Suite 640
Fort Worth, Texas 76102
Telecopy: (972) 445-5047
Telephone: (817) 877-1481
15.5 Change of Address. From time to time either party may designate another address
within the 48:contiguous states of the United States of America for all purposes of this Agreement by
giving the other party not less than fifteen (15) days' advance written notice of such change of
address in accordance with the provisions hereof.
Section 16. Entire Agreement. This Agreement (including the exhibits hereto) contains the
entire agreement between Seller and Purchaser, and no oral statements or prior written matter not
specifically incorporated herein shall be of any force and effect. No variation, modification, or
changes hereof shall be binding on either party hereto unless set forth in a document executed by
such parties or a duly authorized agent, officer or representative thereof.
Section 17. Assigns. This Agreement shall inure to the benefit of and be binding on the parties
hereto and their respective legal representatives, successors and assigns; provided, however,
Purchaser may not assign its rights under this Agreement without the prior written consent of Seller.
Section 18. Time for Execution and Effective Date. After execution of this Agreement by the
first party to execute, if the other party does not execute and return a fully executed copy of this
Agreement to the Title Company by 5:00 p.m., Fort Worth, Texas time, on the day which is fourteen
(14) days after the first party's execution of this Agreement as indicated beneath such party's
signature in the space provided below, this Agreement shall be null and void. The date on which
this Agreement is executed by the last to sign of the Seller and Purchaser shall be the "Effective
Date" of this.Agreement.
Section 19. Time of the Essence. Time is of the essence of this Agreement.
Section 20.: Taking Prior to Closing. If a portion of the Property becomes subject to a taking
under the provisions of eminent domain prior to the Closing to such an extent that there would be a
material and adverse affect on Purchaser's ability to use the Property for Purchaser's Intended
Development, Purchaser shall have the option of: (i) closing this transaction as provided herein
(with no reduction in the Purchase Price), in which event Seller shall assign to Purchaser at Closing
all condemnation proceeds, if any, as a result of such proceeding or (ii) terminating this Agreement
by giving Seller written notice thereof within ten (10) days from the date Purchaser receives notice of
Agreement of. Purchase and Sale
20.5961 - Part of Riney Tract 16
such taking,.in which event this Agreement shall be deemed null and void and the parties hereto
shall have no further obligations to or recourse against each other either under this Agreement or
otherwise (except for Purchaser's obligations under Section 31 above and the indemnification
obligations of Purchaser under Section 8.2 above) and the Earnest Money shall be returned to
Purchaser.
Section 21. Terminology. The captions beside the section numbers of this Agreement are for
reference only and shall not modify or affect this Agreement in any manner whatsoever. Wherever
required by the context, any gender shall include any other gender, the singular shall include the
plural, and the plural shall include the singular.
Section 22. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Texas.
Section 23.: Performance of Agreement. The obligations under the terms of the Agreement are
performable in Denton County, Texas, and any and all payments under the terms of the Agreement
are to be made in Denton County, Texas.
Section 24. Venue. The parties hereto hereby consent that venue of any action brought under
this Agreement shall be in Denton County, Texas.
Section 25.: Severability. In case any one or more of the provisions contained in this Agreement
shall for any'reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be
construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
Section 26. Rule of Construction. The parties acknowledge that each party and its counsel has
reviewed and revised this Agreement, and the parties hereby agree that the normal rule of
constructionwto the effect that any ambiguities are to be resolved against the drafting party shall not
be employed in the interpretation of this Agreement or any amendments or exhibits hereto.
Section 27. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret
the terms of this Agreement, the prevailing party or parties shall be entitled to reasonable attorneys'
fees, costs and necessary disbursements in addition to any other relief to which such party or parties
may be entitled.
Section 28. Business Days. If the Closing Date or the day for performance of any act required
under this Agreement falls on a Saturday, Sunday or legal holiday, then the Closing Date or the day
for such performance, as the case may be, shall be the next following regular business day.
Section 29. ' Designation of Reporting Person. Seller and Purchaser hereby designate the Title
Company as the "Reporting Person" with respect to the transaction contemplated under this
Agreement for purposes of complying with the regulations set forth in 26 C.F.R. Section 1.6045-
4(e)(5).
Section 30.: Compliance With Section 6045(e) of the Tax Reform Act of 1986. Title Company
hereby agrees to (a) timely file returns with the Internal Revenue Service, on Form 1099-B or such
other forms as instructed by the Internal Revenue Service, showing the gross proceeds of each
transaction contemplated hereunder, the recipient thereof and such other information as the Internal
Revenue Service may by form or regulation require from time to time, and (b) furnish both Seller and
Purchaser with a written statement showing the name and address of the Title Company and the
Agreement of Purchase and Sale
20.5961 - Part of Riney Tract 17
information shown on such returns with respect to each such transaction. These returns shall be
filed to ensure that the parties to these transactions will be in compliance 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 promulgated thereunder.
Section 31. Confidentiality/Return of Information.
31.1 ` No Disclosure. Except as otherwise provided in this Section 31, and subject to the
requirements of the Texas Public Information Act, being Chapter 552 of the Texas Government
Code (the "Act"), neither Purchaser nor Seller shall do any of the following (nor permit their
respective brokers, employees, officers, partners or agents to do any of the following): (a) disclose
or furnish to any person who is not a party to this Agreement or a broker, employee, officer, partner
or agent of aparty to this Agreement, the Submission Materials and any other Information supplied
by Seller to Purchaser pursuant to this Agreement, or obtained by or for Purchaser pursuant to this
Agreement (including, without limitation, any the results of any Tests including, but not limited to, any
environmental study, report or analysis); (b) issue any press releases or other announcements
regarding this Agreement or the transaction;; or (c) use the Information in Purchaser's business prior
to the Closing, except in connection with the evaluation of the acquisition of the Property.
31.2 Exceptions. This Section shall not, however, prohibit either Purchaser or Seller (or
an employee, officer, partner or agent of Purchaser or Seller) from making such disclosures
regarding this Agreement, the terms and conditions hereof, and the transaction: (i) to Title Company,
as may be necessary in connection with the opening, administration and closing of the transaction
hereunder and issuance of the Title Commitment (or any amendments thereto) and the Owner
Policy contemplated by this Agreement; (ii) to engineers, surveyors, appraisers, accountants and the
like, but only to the limited extent reasonably required to permit such persons to prepare surveys,
reports and the like for delivery to Purchaser, Seller or Title Company pursuant to this Agreement, or
in connection with any Tests under Section 8; (iii) as may be required in response to any Public
Information Act Request, subpoena or otherwise in connection with any litigation or arbitration with
respect to Purchaser, Seller or this Agreement, or as may be required by any regulatory agency
having jurisdiction; (iv) to Purchaser's and Seller's respective attorneys; or (v) to prospective lenders
or other providers of financing with respect to the Property or the development thereof, or to brokers
or investment advisers working with Purchaser in obtaining such investors or financing and if
Purchaser has applied to any governmental or quasi-governmental entity for financing, Seller hereby
consents to any disclosure regarding this Agreement, the terms and conditions hereof, the
transaction and the escrow which may be made in a public session required by Law for obtaining
such financing. Notwithstanding anything herein to the contrary, the parties recognize that this
Agreement will become a public document under the Act once it is placed upon the City Council's
agenda for approval. As such the parties understand and agree that it will be available for review
and copying 'by any member of the public.
31.3. Post-Closing Disclosures. This Section shall not be deemed to prohibit either
Purchaser or Seller, after the Closing, from making announcements, issuing press releases or
otherwise making disclosures, which reveal that Purchaser has acquired the Property from Seller.
31.4 Return of Information. Notwithstanding the foregoing or anything contained herein
to the contrary, in the event this Agreement is terminated pursuant to an express right of termination
hereunder, or if a Purchaser Event of Default exists, or if the transaction contemplated hereunder
does not close for any reason whatsoever, then in any of such events Purchaser shall (i) promptly
deliver to Seller all Information (without keeping copies) and legible copies of all Test results,
surveys, studies, reports and other written materials obtained or produced with respect to
Agreement of: Purchase and Sale
20.5961 - Part of Riney Tract 18
Purchaser's. inspection and due diligence review of the Property and (ii) maintain in absolute
confidence all Information and the results of any such Tests or studies conducted by Purchaser or
its consultants with respect to the Property, subject to the requirements of the Act.
Section 32. Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall, for all purposes, be deemed an original, but which together shall constitute one and
same instrument, and the signature pages from any counterpart may be appended to any other
counterpart to assemble fully executed documents, and counterparts of this Agreement may also be
exchanged via electronic facsimile machines and any electronic facsimile of any party's signature
shall be deemed to be an original signature for all purposes; provided, however, that any signature
pages transmitted by electronic facsimile shall nevertheless be followed by the exchange of hard
copy originals.
Section 33.' Waiver. The waiver by any party of a breach of any provision of this Agreement shall
not be deemed a continuing waiver or a waiver of any subsequent breach whether of the same or
another provision of this Agreement.
IN WITNESS WHEREOF, this Agreement is hereby executed as of the Effective Date.
SELLER:
RAYZOR INVESTMENTS, LTD., a Texas
limited partnership
~tiOR C~ y: The Rayzor Company, a Texas
Q' ORPORgT ~-I corporation, its general partner
SEAS. By:
1985
7EXPS Name: Philip A aker
Title: Vice President
Date Executed:
PURCHASER:
APPROVED AS TO FORM:
CITY ATTORNEY
CITY D N
Q~F-
s
CITY OF DENTON, a Texas municipal
corporation
By-
Name: 6-0)
Title:
Date Executed:
Agreement of Purchase and Sale
20.5961 - Part of Riney Tract
19
By its execution below, Title Company acknowledges receipt of: (1) an executed copy of this
Agreement and (2) the Earnest Money described in this Agreement. Title Company agrees to
comply with and be bound by the terms and provisions of this Agreement and to perform its duties
pursuant to the provisions of this Agreement including without limitation those terms relating to: (i)
the holding and delivery of the Earnest Money and (ii) compliance 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:
REPUBLIC TITLE OF FORT WORTH
Attn: deaRaa Oland
420 Throckmorton, Suite 640
Fort Worth, Texas 76102
Telephone: (817) 877-1481
Telecopy: (972) 445-5047
By. ~
Name:
Title:
Date Executed: 1:2 20 O".,
Agreement of Purchase and Sale
20.5961 - Part of Riney Tract 20
ATTACHMENT "1"
REAL PROPERTY DESCRIPTION
SITUATED in the City of Denton, Denton County, Texas, being a portion of the N. H.
MEISENHIMER SURVEY Abstract No. 810, and being a portion of that certain parcel described
as a residue1ract called Section 3, Tract Fifteen in deed to Rayzor Investments, Ltd. recorded in
Volume 1796, Page 601, Denton County Deed Records, and a portion of that certain tract
conveyed to *said Rayzor Investments, Ltd., by deed recorded under County Clerk's File No. 97-
R0075657, and said portion and said Tract Fifteen being more fully described as one parcel as
follows:
BEGINNING at a 5/8" iron rod found in place for the most southerly southwest comer of said
Tract Fifteen, and the northwest corner of lot 1, Block 1, YMCA Addition, as shown on plat
thereof recorded in Cabinet F, Page 172, of the Denton County Plat Records, said point also
being the northeast corner of that certain tract conveyed to The City of Denton for a part of North
Lakes Park by deed recorded in Volume 697, Page 207, of said Deed Records and the
southeast corner of that certain portion of North Lakes Park conveyed to the City of Denton by
deed recorded in Volume 697, Page 213, of said Deed Records;
THENCE North 34 degrees, 39 minutes, 40 seconds West with the common line between said
Tract Fifteen and a northeasterly line of said City of Denton tract described in Volume 697, Page
213, in all 1161.01 feet to a "Gerry Curtis RPLS 1640" capped 5/8" iron rod found in place for an
angle point in said common line;
THENCE North 88 degrees, 55 minutes, 40 seconds West with a south line of said Tract Fifteen
and a north line of said City of Denton tract described in Volume 697, Page 213, 148.82 feet to
an "RPLS 1640" capped 5/8" iron rod set in said south line of Tract Fifteen and a north line of
said City of Denton tract described in Volume 697, Page 213, for the southeast corner of that
certain tract conveyed to the City of Denton for road purposes (recording information pending);
THENCE North 31 degrees, 57 minutes, 30 seconds East, across said Rayzor tract with the
southeasterly line of said City of Denton tract, 443.91 feet to an "RPLS 1640" capped 5/8" iron
rod set for corner, and North 76 degrees, 57 minutes, 30 seconds East, 35.36 to an "RPLS
1640" capped 5/8" iron rod set for corner in the southwesterly line of that certain Parcel 14
conveyed to:the State of Texas for U. S. Highway 77 Business Route (Sanger Road) by deed
recorded in Volume 4263, Page 1337, of said Deed Records;
THENCE South 58 degrees, 02 minutes, 30 seconds East with said southwesterly line of State
of Texas tract, 231.05 feet to a "TXDOT" capped 5/8" iron rod found in place for a northeast
corner of said State of Texas tract;
THENCE South 31 degrees, 57 minutes, 30 seconds West with a southeasterly line of said
State of Texas tract, 10.18 feet to a "TXDOT" capped 5/8" iron rod found in place for an "L"
corner of said State of Texas tract;
THENCE continuing South 58 degrees, 02 minutes, 30 seconds East with a southwesterly line
of said State: of Texas tract, 479.85 feet to a "TXDOT" capped 5/8" iron rod found in place for a
southeast corner of said State of Texas tract:
THENCE North 31 degrees, 57 minutes, 30 seconds East with a southeasterly line of said State
of Texas tract, 10. 18 feet to a "TXDOT" capped 5/8" iron rod found in place for an "L" corner of
said State of Texas tract;
THENCE continuing South 58 degrees, 02 minutes, 30 seconds East with a southwesterly line
of said State of Texas tract, passing the most southerly southeast corner of said State of Texas
Parcel 14 and a west corner of that certain Parcel 25 described in said state of Texas deed
recorded in Volume 4263, Page 1337, said Deed Records, and continuing with the
southwesterly line of said Parcel 25, in 360.19 feet to a "TXDOT" capped 5/8" iron rod found in
place for the: most southerly corner of said Parcel 25;
THENCE North 24 degrees, 59 minutes, 50 seconds West with the easterly end of said State of
Texas Parcel 25, 38.28 feet to the most southerly northwest corner of said Parcel 25 in the
northeasterly line of said Rayzor Investments tract described in said Clerk's File No. 97-
R0075657 in the pavement of said Sanger Road;
THENCE South 56 degrees, 53 minutes, 50 seconds East in said Sanger Road with said
northeasterly line of Rayzor Investments tract, 7.67 feet to the most easterly northeast corner of
said Rayzor Investments tract, said point by description called to be in the center of Riney Road;
THENCE South 25 degrees, 49 minutes East with a northeasterly line of said Rayzor
Investments tract, continuing with a northeasterly line of said Tract Fifteen, joining and
continuing in a portion of said Riney Road, in all 225.30 feet to a "MAG" nail found for the most
northerly corner of that certain tract conveyed to Ralph E. and Karen W. Cordray by deed
recorded in Volume 836, Page 370, of said Deed Records;
THENCE South 64 degrees, 11 minutes, 20 seconds West with the northwesterly line of said
Cordray tract for a southeasterly line of said Tract Fifteen, passing the southwesterly line of said
portion of Riney Road, in all 167.50 feet to a 3/8" iron rod found in place for the most westerly
corner of said Cordray tract and an "L" corner in said Tract Fifteen;
THENCE South 25 degrees, 48 minutes, 40 seconds East with the southwesterly line of said
Cordray tract and continuing with a southwesterly line of that certain tract conveyed to William E.
and Darlene: G. Wyatt by deed recorded in Volume 3114, Page 175 of said Deed Records, for a
northeasterly line of said Tract Fifteen, in all 185.76 feet to a 3/8" iron rod found in place for the
most southerly corner of said Wyatt tract and an "L" corner in said Tract Fifteen;
THENCE North 64 degrees, 11 minutes, 20 seconds East with the southeasterly line of said
Wyatt tract for a northwesterly line of said Tract Fifteen, passing said southwesterly line of Riney
Road, in all 167.50 feet to a "MAG" nail found in place for the most easterly or southeast corner
of said Wyatt tract for northwesterly in said Tract Fifteen;
THENCE South 25 degrees, 48 minutes, 40 seconds East with a northeasterly line of said Tract
Fifteen in said Riney Road, 178.38 feet to a "MAG" nail found in place for the most northerly
corner of that certain tract conveyed to Edward Cottle by deed recorded in Volume 792, Page
519 of said Deed Records for a northeast corner of sold Tract Fifteen;
THENCE South 64 degrees, 11 minutes, 20 seconds West with a northwesterly line of said
Cottle tract for a southeasterly line of said Tract Fifteen, passing said southwesterly line of Riney
Road. and continuing partially along a fence line, at 144.3 feet passing a fence corner for the
southwest or west corner of said Cottle tract, continuing in all 150.32 feet to a 1/2" iron rod found
in place for an "L" corner in said Tract Fifteen;
2
THENCE South 25 degrees, 48 minutes, 50 seconds East with a northeasterly line of said Tract
Fifteen, not in common with the southwesterly line of said Cottle tract, at 151.6 feet passing 6.7
feet westerly from a '/z" iron rod found in place for the southwest corner of said Cottle tract,
continuing in all 248.95 feet for a southeast corner of said Tract Fifteen (not common with the
southwest corner of that certain tract conveyed to Kenneth Dale and Myrna Brown by deed
recorded in Volume 2078, Page 736, of said Deed Records) in a north line of said Lot 1, Block 1,
YMCA Addition;
THENCE North 88 degrees, 36 minutes, 45 seconds West with the most southerly south line of
said Tract Fifteen and said north line of YMCA Addition, and along a fence line, 589.25 feet to
the PLACE OF BEGINNING and containing 20.5961 acres (897,174) square feet.
ATTACHMENT "2"
General Municipal Purposes Tract
SITUATED in the City of Denton, Denton County, Texas, being a portion of the N. H.
MEISENHIMER SURVEY Abstract No. 810, and being a portion of that certain parcel described
as a residue tract called Section 3, Tract Fifteen in deed to Rayzor Investments, Ltd. recorded in
Volume 1796, Page 601, Denton County Deed Records, and a portion of that certain tract
conveyed to:.said Rayzor Investments, Ltd., by deed recorded under County Clerk's File No. 97-
R0075657, and said portion and said Tract Fifteen being more fully described as one parcel as
follows:
COMMENCING at a 5/8" iron rod found in place for the most southerly southwest comer of said
Tract Fifteen, and the northwest corner of lot 1, Block 1, YMCA Addition, as shown on plat
thereof recorded in Cabinet F, Page 172, of the Denton County Plat Records, said point also
being the northeast corner of that certain tract conveyed to The City of Denton for a part of North
Lakes Park by deed recorded in Volume 697, Page 207, of said Deed Records and the
southeast corner of that certain portion of North Lakes Park conveyed to the City of Denton by
deed recorded in Volume 697, Page 213, of said Deed Records;
THENCE North 34 degrees, 39 minutes, 40 seconds West with the common line between said
Tract Fifteen and a northeasterly line of said City of Denton tract described in Volume 697, Page
213, a distance of 441.27 feet to a "Gerry Curtis RPLS 1640" capped 5/8" iron rod found in
place, and being the PLACE OF BEGINNING;
THENCE North 34 degrees, 39 minutes, 40 seconds West continuing with the common line
between said Tract Fifteen and a northeasterly line of said City of Denton tract described in
Volume 697; Page 213, a distance of 719.74 feet to a "Gerry Curtis RPLS 1640" capped 5/8"
iron rod found in place for an angle point in said common line;
THENCE North 88 degrees, 55 minutes, 40 seconds West with a south line of said Tract Fifteen
and a north line of said City of Denton tract described in Volume 697, Page 213, 148.82 feet to
an "RPLS 1640" capped 5/8" iron rod set in said south line of Tract Fifteen and a north line of
said City of Denton tract described in Volume 697, Page 213, for the southeast corner of that
certain tract conveyed to the City of Denton for road purposes (recording information pending);
THENCE North 31 degrees, 57 minutes, 30 seconds East, across said Rayzor tract with the
southeasterly line of said City of Denton tract, 443.91 feet to an "RPLS 1640" capped 5/8" iron
rod set for corner, and North 76 degrees, 57 minutes, 30 seconds East, 35.36 to an "RPLS
1640" capped 5/8" iron rod set for corner in the southwesterly line of that certain Parcel 14
conveyed to the State of Texas for U. S. Highway 77 Business Route (Sanger Road) by deed
recorded in Volume 4263, Page 1337, of said Deed Records;
THENCE South 58 degrees, 02 minutes, 30 seconds East with said southwesterly line of State
of Texas tract, 231.05 feet to a "TXDOT" capped 5/8" iron rod found in place for a northeast
corner of said State of Texas tract;
THENCE South 31 degrees, 57 minutes, 30 seconds West with a southeasterly line of said
State of Texas tract, 10.18 feet to a "TXDOT" capped 5/8" iron rod found in place for an "L"
corner of said State of Texas tract;
THENCE continuing South 58 degrees, 02 minutes, 30 seconds East with a southwesterly line
of said State. of Texas tract, 479.85 feet to a "TXDOT" capped 5/8" iron rod found in place for a
southeast corner of said State of Texas tract;
THENCE North 31 degrees, 57 minutes, 30 seconds East with a southeasterly line of said State
of Texas tract, 10.18 feet to a "TXDOT" capped 5/8" iron rod found in place for an "L° corner of
said State of Texas tract;
THENCE continuing South 58 degrees, 02 minutes, 30 seconds East with a southwesterly line
of said State of Texas tract, passing the most southerly southeast corner of said State of Texas
Parcel 14 and a west corner of that certain Parcel 25 described in said state of Texas deed
recorded in Volume 4263, Page 1337, said Deed Records, and continuing with the
southwesterly line of said Parcel 25, in 360.19 feet to a "TXDOT" capped 5/8" iron rod found in
place for the most southerly corner of said Parcel 25;
THENCE North 24 degrees, 59 minutes, 50 seconds West with the easterly end of said State of
Texas Parcel 25, 38.28 feet to the most southerly northwest corner of said Parcel 25 in the
northeasterly line of said Rayzor Investments tract described in said Clerk's File No. 97-
R0075657 in the pavement of said Sanger Road;
THENCE South 56 degrees, 53 minutes, 50 seconds East in said Sanger Road with said
northeasterly line of Rayzor Investments tract, 7.67 feet to the most easterly northeast corner of
said Rayzor Investments tract, said point by description called to be in the center of Riney Road;
THENCE South 25 degrees, 49 minutes East with a northeasterly line of said Rayzor
Investments tract, continuing with a northeasterly line of said Tract Fifteen, joining and
continuing in a portion of said Riney Road, in all 225.30 feet to a "MAG" nail found for the most
northerly corner of that certain tract conveyed to Ralph E. and Karen W. Cordray by deed
recorded in Volume 836, Page 370, of said Deed Records;
THENCE South 64 degrees, 11 minutes, 20 seconds West with the northwesterly line of said
Cordray tract for a southeasterly line of said Tract Fifteen, passing the southwesterly line of said
portion of Riney Road, in all 167.50 feet to a 3/8" iron rod found in place for the most westerly
corner of said Cordray tract and an "L" corner in said Tract Fifteen;
THENCE South 25 degrees, 48 minutes, 40 seconds East with the southwesterly line of said
Cordray tract and continuing with a southwesterly line of that certain tract conveyed to William E.
and DarleneG. Wyatt by deed recorded in Volume 3114, Page 175, of said Deed Records, for a
northeasterly line of said Tract Fifteen, in all 185.76 feet to a 3/8" iron rod found in place for the
most southerly corner of said Wyatt tract and an "L" corner in said Tract Fifteen;
THENCE West across Section 3, Tract Fifteen a distance of 638.49 feet to a "Gerry Curtis RPLS
1640" capped 5/8" iron rod found in place, and being the PLACE OF BEGINNING and
containing 14.7189 acres (641,156) square feet.
2
ATTACHMENT "3"
Municipal Park Tract
SITUATED in the City of Denton, Denton County, Texas, being a portion of the N. H.
MEISENHIMER SURVEY Abstract No. 810, and being a portion of that certain parcel described
as a residue;tract called Section 3, Tract Fifteen in deed to Rayzor Investments, Ltd. recorded in
Volume 1796, Page 601, Denton County Deed Records, being more fully described as follows:
BEGINNING at a 5/8" iron rod found in place for the most southerly southwest corner of said
Tract Fifteen, and the northwest corner of Lot 1, Block 1, YMCA Addition, as shown on plat
thereof recorded in Cabinet F, Page 172, of the Denton County Plat Records, said point also
being the northeast corner of that certain tract conveyed to The City of Denton for a part of North
Lakes Park by deed recorded in Volume 697, Page 207, of said Deed Records and the
southeast corner of that certain portion of North Lakes Park conveyed to the City of Denton by
deed recorded in Volume 697, Page 213, of said Deed Records;
THENCE North 34 degrees, 39 minutes, 40 seconds West with the common line between said
Tract Fifteen and a northeasterly line of said City of Denton tract described in Volume 697, Page
213, a distance of 441.27 feet to a "Gerry Curtis RPLS 1640" capped 5/8" iron rod found in
place;
THENCE East across said Section 3, Tract Fifteen a distance of 638.49 feet to a 3/8" iron rod
found in place for an "L" corner in said Tract Fifteen, same being the most southerly corner of
that certain tract conveyed to William E. and Darlene G. Wyatt by deed recorded in Volume
3114, Page 175 of the Deed Records;
THENCE North 64 degrees, 11 minutes, 20 seconds East with the southeasterly line of said
Wyatt tract for a northwesterly line of said Tract Fifteen, passing said southwesterly line of Riney
Road, in all 167.50 feet to a "MAG" nail found in place for the most easterly or southeast corner
of said Wyatt tract for northwesterly in said Tract Fifteen;
THENCE South 25 degrees, 48 minutes, 40 seconds East with a northeasterly line of said Tract
Fifteen in said Riney Road, 178.38 feet to a "MAG" nail found in place for the most northerly
corner of that certain tract conveyed to Edward Cottle by deed recorded in Volume 792, Page
519 of said Deed Records for a northeast corner of sold Tract Fifteen;
THENCE South 64 degrees, 11 minutes, 20 seconds West with a northwesterly line of said
Cottle tract for a southeasterly line of said Tract Fifteen, passing said southwesterly line of Riney
Road, and continuing partially along a fence line, at 144.3 feet passing a fence corner for the
southwest or west corner of said Cottle tract, continuing in all 150.32 feet to a 1/2" iron rod found
in place for an "L" corner in said Tract Fifteen;
THENCE South 25 degrees, 48 minutes, 50 seconds East with a northeasterly line of said Tract
Fifteen, not in common with the southwesterly line of said Cottle tract, at 151.6 feet passing 6.7
feet westerly from a 1/2" iron rod found in place for the southwest corner of said Cottle tract,
continuing in all 248.95 feet for a southeast corner of said Tract Fifteen (not common with the
southwest corner of that certain tract conveyed to Kenneth Dale and Myrna Brown by deed
recorded in Volume 2078, Page 736, of said Deed Records) in a north line of said Lot 1, Block 1,
YMCA Addition;
THENCE North 88 degrees, 36 minutes, 45 seconds West with the most southerly south line of
said Tract Fifteen and said north line of YMCA Addition, and along a fence line 589.25 feet to
the PLACE OF BEGINNING and containing 5.8774 acres (256,018) square feet.
2
ATTACHMENT 6"4"
Survey Plat Sketch
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Survey Map of
a tract of land in the
N. H. MEISENHIEMER SURVEY,
Abstract No. 810,
in lho City'.ot Donlon.
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ATTACHMENT "5"
SPECIAL WARRANTY DEED
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.
THE STATE: OF TEXAS §
§ KNOW ALL PERSONS BY THESE PRESENTS:
COUNTY OF DENTON §
RAYZOR INVESTMENTS, LTD., a Texas limited partnership, hereinafter referred to as
"Grantor", for the sum of TEN AND NO/100 DOLLARS ($10.00) cash and other good and valuable
consideration to it paid by the receipt and sufficiency of which are hereby acknowledged and
confessed, has GRANTED, BARGAINED, SOLD, and CONVEYED, and by these presents does
GRANT, BARGAIN, SELL, and CONVEY unto THE CITY OF DENTON, a Texas municipal
corporation of the County of Denton, State of Texas, herein referred to as "Grantee" all of that
certain tract or parcel of land containing approximately 14.7189 acres as more particularly described
in Exhibit "A" attached hereto and made a part hereof by reference, together with all improvements
thereon, appurtenances thereto, and all of Grantor's right, title, and interest, if any, in and to all
roads, streets, alleys and easements belonging to or appurtenant thereto (the "Property")
This .conveyance, however, is made and accepted subject to any and all validly existing
encumbrances, conditions and restrictions, relating to the hereinabove described property as now
reflected by: the records of the County Clerk of DENTON County, Texas (the "Permitted
Encumbrances").
Grantor hereby retains and reserves, for Grantor and its successors and assigns forever, all
of the subsurface mineral rights of every kind and nature ("Reserved Resources"). Grantor waives
and releases, on behalf of Grantor and Grantor's successors and assigns, all rights of ingress and
egress and all other rights to enter upon or to use the surface of the Property or any part thereof for
purposes of exploring for, developing and/or producing the Reserved Resources in and under the
Property.
TO HAVE AND TO HOLD the Property together with all and singular the rights and
appurtenances thereto in anywise belonging unto Grantee, its legal representatives, successors,
and assigns forever; and Grantor does hereby bind itself, its legal representatives, successors, and
assigns to WARRANT AND FOREVER DEFEND all and singular the Property, subject to the
Permitted Encumbrances and Reserved Resources, unto Grantee, its legal representatives,
successors, and assigns, against every person whomsoever lawfully claiming or to claim the same
or any part thereof by, through or under Grantor, but not otherwise.
WITNESS THE EXECUTION HEREOF as of the day of , 2008.
EFFECTIVE as of the execution date hereof.
GRANTOR::
RAYZOR INVESTMENTS, LTD., a Texas limited partnership
By: The Rayzor Company, a Texas corporation, its general partner
By:
Philip A. Baker, Vice President
ACKNOWLEDGMENT
STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me this day of 2008
by Philip A. Baker, Vice President of The Rayzor Company.
Notary Public, State of Texas
Printed name:
My commission expires:
After recording, return to:
City of Denton
City Service Center - Utilities Engineering
901-A Texas Street
Denton, Texas 76209
Attention: Paul Williamson
Send Tax Billing Statements to:
City of Denton - Main City Hall
Attn: Finance Department
215 East McKinney Street
Denton, Texas 76201
2
EXHIBIT "A"
General Municipal Purposes Tract
SITUATED in the City of Denton, Denton County, Texas, being a portion of the N. H.
MEISENHIMER SURVEY Abstract No. 810, and being a portion of that certain parcel
described as a residue tract called Section 3, Tract Fifteen in deed to Rayzor
Investments, Ltd. recorded in Volume 1796, Page 601, Denton County Deed Records,
and a portion of that certain tract conveyed to said Rayzor Investments, Ltd., by deed
recorded under County Clerk's File No. 97-R0075657, and said portion and said Tract
Fifteen being more fully described as one parcel as follows:
COMMENCING at a 5/8" iron rod found in place for the most southerly southwest comer
of said Tract Fifteen, and the northwest corner of lot 1, Block 1, YMCA Addition, as
shown on plat thereof recorded in Cabinet F, Page 172, of the Denton County Plat
Records, said point also being the northeast corner of that certain tract conveyed to The
City of Denton for a part of North Lakes Park by deed recorded in Volume 697, Page
207, of said Deed Records and the southeast corner of that certain portion of North
Lakes Park conveyed to the City of Denton by deed recorded in Volume 697, Page 213,
of said Deed Records;
THENCE North 34 degrees, 39 minutes, 40 seconds West with the common line
between said Tract Fifteen and a northeasterly line of said City of Denton tract described
in Volume 697, Page 213, a distance of 441.27 feet to a "Gerry Curtis RPLS 1640"
capped 5/8" iron rod found in place, and being the PLACE OF BEGINNING;
THENCE North 34 degrees, 39 minutes, 40 seconds West continuing with the common
line between said Tract Fifteen and a northeasterly line of said City of Denton tract
described in Volume 697, Page 213, a distance of 719.74 feet to a "Gerry Curtis RPLS
1640" capped 5/8" iron rod found in place for an angle point in said common line;
THENCE North 88 degrees, 55 minutes, 40 seconds West with a south line of said Tract
Fifteen and:a north line of said City of Denton tract described in Volume 697, Page 213,
148.82 feefto an "RPLS 1640" capped 5/8" iron rod set in said south line of Tract
Fifteen and :a north line of said City of Denton tract described in Volume 697, Page 213,
for the southeast corner of that certain tract conveyed to the City of Denton for road
purposes (recording information pending);
THENCE North 31 degrees, 57 minutes, 30 seconds East, across said Rayzor tract with
the southeasterly line of said City of Denton tract, 443.91 feet to an "RPLS 1640"
capped 5/8" iron rod set for corner, and North 76 degrees, 57 minutes, 30 seconds East,
35.36 to an: "RPLS 1640" capped 5/8" iron rod set for corner in the southwesterly line of
that certain Parcel 14 conveyed to the State of Texas for U. S. Highway 77 Business
Route (Sanger Road) by deed recorded in Volume 4263, Page 1337, of said Deed
Records; .
THENCE South 58 degrees, 02 minutes, 30 seconds East with said southwesterly line
3
of State of Texas tract, 231.05 feet to a "TXDOT" capped 5/8" iron rod found in place for
a northeast; corner of said State of Texas tract;
THENCE South 31 degrees, 57 minutes, 30 seconds West with a southeasterly line of
said State of Texas tract, 10.18 feet to a "TXDOT" capped 5/8" iron rod found in place
for an "L" corner of said State of Texas tract;
THENCE continuing South 58 degrees, 02 minutes, 30 seconds East with a
southwesterly line of said State of Texas tract, 479.85 feet to a "TXDOT" capped 5/8"
iron rod found in place for a southeast corner of said State of Texas tract;
THENCE North 31 degrees, 57 minutes, 30 seconds East with a southeasterly line of
said State of Texas tract, 10.18 feet to a "TXDOT" capped 5/8" iron rod found in place
for an "L" corner of said State of Texas tract;
THENCE continuing South 58 degrees, 02 minutes, 30 seconds East with a
southwesterly line of said State of Texas tract, passing the most southerly southeast
corner of said State of Texas Parcel 14 and a west corner of that certain Parcel 25
described in said state of Texas deed recorded in Volume 4263, Page 1337, said Deed
Records, and continuing with the southwesterly line of said Parcel 25, in 360.19 feet to a
"TXDOT" capped 5/8" iron rod found in place for the most southerly corner of said
Parcel 25;
THENCE North 24 degrees, 59 minutes, 50 seconds West with the easterly end of said
State of Texas Parcel 25, 38.28 feet to the most southerly northwest corner of said
Parcel 25 in the northeasterly line of said Rayzor Investments tract described in said
Clerk's File: No. 97-R0075657 in the pavement of said Sanger Road;
THENCE South 56 degrees, 53 minutes, 50 seconds East in said Sanger Road with
said northeasterly line of Rayzor Investments tract, 7.67 feet to the most easterly
northeast corner of said Rayzor Investments tract, said point by description called to be
in the center of Riney Road;
THENCE South 25 degrees, 49 minutes East with a northeasterly line of said Rayzor
Investments tract, continuing with a northeasterly line of said Tract Fifteen, joining and
continuing in a portion of said Riney Road, in all 225.30 feet to a "MAG" nail found for
the most northerly corner of that certain tract conveyed to Ralph E. and Karen W.
Cordray by deed recorded in Volume 836, Page 370, of said Deed Records;
THENCE South 64 degrees, 11 minutes, 20 seconds West with the northwesterly line of
said Cordray tract for a southeasterly line of said Tract Fifteen, passing the
southwesterly line of said portion of Riney Road, in all 167.50 feet to a 3/8" iron rod
found in place for the most westerly corner of said Cordray tract and an "L" corner in
said Tract Fifteen;
THENCE South 25 degrees, 48 minutes, 40 seconds East with the southwesterly line of
said Cordray tract and continuing with a southwesterly line of that certain tract conveyed
to William E. and Darlene G. Wyatt by deed recorded in Volume 3114, Page 175, of
said Deed Records, for a northeasterly line of said Tract Fifteen, in all 185.76 feet to a
3/8" iron rod found in place for the most southerly corner of said Wyatt tract and an "L"
corner in said Tract Fifteen;
THENCE West across Section 3, Tract Fifteen a distance of 638.49 feet to a "Gerry
Curtis RPLS 1640" capped 5/8" iron rod found in place, and being the PLACE
OFBEGINNING and containing 14.7189 acres (641,156) square feet.
5
EXHIBIT "B"
(Reserved for Permitted Encumbrances)
ATTACHMENT "6"
SPECIAL WARRANTY DEED
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.
THE STATE` OF TEXAS §
§ KNOW ALL PERSONS BY THESE PRESENTS:
COUNTY OF DENTON §
RAYZOR INVESTMENTS, LTD., a Texas limited partnership, hereinafter referred to as
"Grantor", for the sum of TEN AND NO/100 DOLLARS ($10.00) cash and other good and valuable
consideration to it paid by the receipt and sufficiency of which are hereby acknowledged and
confessed, has GRANTED, BARGAINED, SOLD, and CONVEYED, and by these presents does
GRANT, BARGAIN, SELL, and CONVEY unto THE CITY OF DENTON, a Texas municipal
corporation of the County of Denton, State of Texas, herein referred to as "Grantee" all of that
certain tract or parcel of land containing approximately 5.8774 acres as more particularly described
in Exhibit "A" attached hereto and made a part hereof by reference, together with all improvements
thereon, appurtenances thereto, and all of Grantor's right, title, and interest, if any, in and to all
roads, streets, alleys and easements belonging to or appurtenant thereto (the "Property")
This :conveyance, however, is made and accepted subject to any and all validly existing
encumbrances, conditions and restrictions, relating to the hereinabove described property as now
reflected by. the records of the County Clerk of DENTON County, Texas (the "Permitted
Encumbrances").
Grantor hereby retains and reserves, for Grantor and its successors and assigns forever, all
of the subsurface mineral rights of every kind and nature ("Reserved Resources"). Grantor waives
and releases, on behalf of Grantor and Grantor's successors and assigns, all rights of ingress and
egress and all other rights to enter upon or to use the surface of the Property or any part thereof for
purposes of exploring for, developing and/or producing the Reserved Resources in and under the
Property.
TO HAVE AND TO HOLD the Property together with all and singular the rights and
appurtenances thereto in anywise belonging unto Grantee, its legal representatives, successors,
and assigns forever; and Grantor does hereby bind itself, its legal representatives, successors, and
assigns to WARRANT AND FOREVER DEFEND all and singular the Property, subject to the
Permitted Encumbrances and Reserved Resources, unto Grantee, its legal representatives,
successors, and assigns, against every person whomsoever lawfully claiming or to claim the same
or any part thereof by, through or under Grantor, but not otherwise.
WITNESS THE EXECUTION HEREOF as of the day of , 2008.
EFFECTIVE as of the execution date hereof.
GRANTOR:
RAYZOR INVESTMENTS, LTD., a Texas limited partnership
By: The Rayzor Company, a Texas corporation, its general partner
By:
Philip A. Baker, Vice President
ACKNOWLEDGMENT
STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me this day of 2008
by Philip A. Baker, Vice President of The Rayzor Company.
Notary Public, State of Texas
Printed name:
My commission expires:
After recording, return to:
City of Denton
City Service.Center - Utilities Engineering
901-A Texas Street
Denton, Texas 76209
Attention: Paul Williamson
Send Tax Billinq Statements to:
City of Denton - Main City Hall
Attn: Finance Department
215 East McKinney Street
Denton, Texas 76201
2
EXHIBIT "A"
Municipal Park Tract
SITUATED: in the City of Denton, Denton County, Texas, being a portion of the N. H.
MEISENHIMER SURVEY Abstract No. 810, and being a portion of that certain parcel
described as a residue tract called Section 3, Tract Fifteen in deed to Rayzor
Investments, Ltd. recorded in Volume 1796, Page 601, Denton County Deed Records,
being moreJully described as follows:
BEGINNING at a 5/8" iron rod found in place for the most southerly southwest corner of
said Tract Fifteen, and the northwest corner of Lot 1, Block 1, YMCA Addition, as shown
on plat thereof recorded in Cabinet F, Page 172, of the Denton County Plat Records,
said point also being the northeast corner of that certain tract conveyed to The City of
Denton for a part of North Lakes Park by deed recorded in Volume 697, Page 207, of
said Deed Records and the southeast corner of that certain portion of North Lakes Park
conveyed to the City of Denton by deed recorded in Volume 697, Page 213, of said
Deed Records;
THENCE North 34 degrees, 39 minutes, 40 seconds West with the common line
between said Tract Fifteen and a northeasterly line of said City of Denton tract described
in Volume 697, Page 213, a distance of 441.27 feet to a "Gerry Curtis RPLS 1640"
capped 5/8" iron rod found in place;
THENCE East across said Section 3, Tract Fifteen a distance of 638.49 feet to a 3/8"
iron rod found in place for an "L" corner in said Tract Fifteen, same being the most
southerly corner of that certain tract conveyed to William E. and Darlene G. Wyatt by
deed recorded in Volume 3114, Page 175 of the Deed Records;
THENCE North 64 degrees, 11 minutes, 20 seconds East with the southeasterly line of
said Wyatt tract for a northwesterly line of said Tract Fifteen, passing said southwesterly
line of Riney Road, in all 167.50 feet to a "MAG" nail found in place for the most easterly
or southeast corner of said Wyatt tract for northwesterly in said Tract Fifteen;
THENCE South 25 degrees, 48 minutes, 40 seconds East with a northeasterly line of
said Tract Fifteen in said Riney Road, 178.38 feet to a "MAG" nail found in place for the
most northerly corner of that certain tract conveyed to Edward Cottle by deed recorded
in Volume 792, Page 519 of said Deed Records for a northeast corner of sold Tract
Fifteen;
THENCE South 64 degrees, 11 minutes, 20 seconds West with a northwesterly line of
said Cottle tract for a southeasterly line of said Tract Fifteen, passing said southwesterly
line of Riney Road, and continuing partially along a fence line, at 144.3 feet passing a
fence corner for the southwest or west corner of said Cottle tract, continuing in all
150.32 feet-to a 1/2" iron rod found in place for an "L" corner in said Tract Fifteen;
THENCE South 25 degrees, 48 minutes, 50 seconds East with a northeasterly line of
3
said Tract Fifteen, not in common with the southwesterly line of said Cottle tract, at
151.6 feet passing 6.7 feet westerly from a 1/2" iron rod found in place for the southwest
corner of said Cottle tract, continuing in all 248.95 feet for a southeast corner of said
Tract Fifteen (not common with the southwest corner of that certain tract conveyed to
Kenneth Dale and Myrna Brown by deed recorded in Volume 2078, Page 736, of said
Deed Records) in a north line of said Lot 1, Block 1, YMCA Addition;
THENCE North 88 degrees, 36 minutes, 45 seconds West with the most southerly south
line of said :Tract Fifteen and said north line of YMCA Addition, and along a fence line
589.25 feet to the PLACE OF BEGINNING and containing 5.8774 acres (256,018)
square feet.
A I .
EXHIBIT "B"
(Reserved for Permitted Encumbrances)