2005-238S:\Our Documents\0rdinances\05\Mayhi11 Denton Real Estate Contract Ord.pdfDOC
ORDINANCE NO. 2005- 2,38
AN ORDINANCE APPROVING A REAL ESTATE CONTRACT BETWEEN MAYHILL
DENTON, L.P., AS SELLER AND THE CITY OF DENTON, TEXAS AS PURCHASER FOR
A TRACT OF LAND CONSISTING OF APPROXIMATELY 3.676 ACRES LOCATED IN
THE GIDEON WALKER SURVEY, ABSTRACT NO. 1330 IN THE CITY OF DENTON,
DENTON COUNTY, TEXAS; AUTHORIZING THE EXPENDITURE OF FUNDS AND
PROVIDING AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The Real Estate Contract attached hereto and made a part hereof by
reference (the "Contract") is hereby approved. The City Manager or his designee is hereby
authorized to execute the Contract on behalf of the City and to carry out the City's rights and
duties therein, including the expenditure of funds provided therein.
SECTION 2. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the 64 day of l~ ~19A'R , 2005.
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: C ~u G'LC Tl~~i
APPROVED AS TO FORM:
EDWIN M. SNYDER Y ATTORNEY
BY:
REAL ESTATE CONTRACT
THIS CONTRACT OF SALE ("Contract') is made by and between Mayhill Denton, L.P., a Texas
limited partnership (hereinafter referred to as "Seller") and CITY OF DENTON, TEXAS, a home rule
municipality, of Denton, Denton County, Texas, (hereinafter referred to as 'Purchaser"), upon the terms
and conditions set forth herein.
1.
PURCHASE AND SALE
For and in consideration of the premises, promises, mutual covenants, conditions and obligations
contained herein, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Seller agrees to sell and convey the Property to Purchaser and Purchaser agrees to
purchase and pay Seller for the Property as follows:
Seller hereby sells and agrees to convey, and Purchaser hereby purchases and agrees to pay for all
that certain tracts, lots or parcels of land described in EXHIBIT "A" and further illustrated in EXHIBIT
"B", attached herein, with all rights and appurtenances pertaining to the said property, including any
right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way (all of such real prop-
erty, rights, and appurtenances being hereinafter referred to as the 'Property"), together with any
improvements, fixtures, and personal property situated on and attached to the Property, for the
consideration and upon and subject to the terms, provisions, and conditions hereinafter set forth.
II.
PURCHASE PRICE
Amount of Purchase Price. The total purchase price for the Property shall be Seven Hundred
Twenty Five Thousand and No/100ths Dollars ($725,000.00) (the "Purchase Price").
2. Payment of Purchase Price. The full amount of the Purchase Price shall be payable in cash at the
Closing (defined below).
3. Earnest Money. On the Effective Date (defined below) of this Contract, the Purchaser shall
deposit the sum of $5,000 ("Earnest Money") with REPUBLIC TITLE OF TEXAS, INC., 2626
Howell, 10 ° Floor, Dallas, Texas 75204 (Tel: 214-855-8897; Fax: 214-855-8852) (the "Title
Company"), to the attention of Jeanne Ragland, Senior Vice President, to be held by the Title
Company in an interest-bearing account pursuant to the terms of this Contract. The Earnest Money
shall be applied toward the Purchase Price. Title Company shall provide written notice to Seller
within one (1) business day of the receipt of the Earnest Money. Except in the event of a Seller
default of its obligations hereunder, the Earnest Money shall automatically be non-refundable to
Purchaser following the expiration of the Inspection Period. Failure of Purchaser to deposit the
Earnest Money with the Title Company as provided in this Section 3 shall automatically cause this
Contract to be rendered null and void and of no further force or effect, and the parties shall
automatically be released from all obligations one to the other hereunder.
4. Independent Contract Consideration. Simultaneously with the deposit of the Earnest Money
described in Section 3 hereof, Purchaser shall deliver the amount of $100.00 (the "Independent
Contract Consideration") which amount has been bargained for and agreed to as consideration for
Seller's execution and delivery of this Contract. The Independent Contract Consideration is in
addition to and independent of all other consideration provided in this Contract (but shall apply to
the Purchase Price), and is non-refundable in all events. If Purchaser fails to timely deliver the
entire Independent Contract Consideration, then this Contract shall be terminated at the option of
Seller, Purchaser shall be entitled to receive a refund of its Earnest Money held by the Title
Company, and the Parties shall have no further obligations to each other hereunder.
III.
PURCHASER'S OBLIGATIONS
The obligations of Purchaser hereunder to consummate the transactions contemplated hereby are
subject to the satisfaction of each of the following conditions any of which may be waived in whole or in
part by Purchaser at or prior to the Closing.
1. Preliminary Title Report. Within fifteen (15) days after the date hereof, Seller, at Seller's sole
cost and expense, shall have caused the Title Company (hereinafter defined) to issue a owner's
policy commitment (the "Commitment") accompanied by copies of all recorded documents
relating to easements, rights-of-way, etc., affecting the Property. Purchaser shall give Seller
written notice on or before the expiration of ten (10) days after Purchaser receives the
Commitment that the condition of title as set forth in the Commitment is or is not satisfactory. In
the event Purchaser states the condition of title is not satisfactory, Seller may, at Seller's option,
promptly undertake to eliminate or modify all unacceptable matters to the reasonable satisfaction
of Purchaser. In no event shall Seller be required to cure such objections. In the event Seller is
unable or unwilling to do so within ten (10) days after receipt of written notice, Purchaser, at its
option may elect to terminate this Contract (in which event this Contract shall be null and void),
grant Seller additional time to cure, or proceed to closing. Purchaser's failure to give Seller this
written notice shall be deemed to be Purchaser's acceptance of the commitment. Any
endorsements to the Title Policy, including, without limitation, any deletion of the printed survey
exception, shall be at Purchaser's sole cost and expense.
2. Survey. Seller, at Seller's sole cost and expense, shall obtain a current survey ("Survey") of the
Property, prepared by Jones & Boyd, Inc., (hereinafter referred to as the "Surveyor"), duly
licensed Texas land surveyors. The Survey shall be staked on the ground, and shall show the
location of all improvements, highways, streets, roads, railroads, rivers, creeks, or other water
courses, fences, easements, and rights-of-way on or adjacent to the Property, if any, and shall
contain the Surveyor's certification that there are no encroachments on the Property and shall set
forth the number of gross acres and square feet comprising the Property, together with a metes
and bounds description thereof. Following delivery of the Survey, the parties agree to amend this
Contract to substitute the metes and bounds description of the Property set forth on the Survey
for the current description set forth herein if the current description is different from that set forth
in the Survey.
Purchaser shall have fifteen (15) days after receipt of the Survey to review and approve the
Survey. In the event the Survey is unacceptable, then Purchaser shall within the fifteen (15)-day
period, give Seller written notice of this fact providing Seller with specific written objections.
Seller may, at Seller's option, promptly undertake to eliminate or modify the unacceptable
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portions of the Survey to the reasonable satisfaction of Purchaser. In no event shall Seller be
required to cure such objections. In the event Seller is unable or unwilling to do so within ten
(10) days after receipt of written notice, Purchaser, at its option may elect to terminate this
Contract (in which event this Contract shall be null and void), grant Seller additional time to
cure, or proceed to closing. Purchaser's failure to give Seller this written notice shall be deemed
to be Purchaser's acceptance of the Survey.
3. Inspection Period. Purchaser shall have thirty (30) days from the Effective Date within which to
conduct a due diligence inspection of the Property (hereinafter referred to as the "Inspection
Period") which may include, but shall not be limited to, engineering and feasibility studies soil
tests. In conducting same, Purchaser and its agents and representatives shall: (i) not damage any
part of the Property or any personal property; (ii) not injure or otherwise cause bodily harm to
Seller or its agents, guests, invitees, contractors and employees; (iii) promptly pay when due the
costs of all tests, investigations, and examinations done with regard to the Property; (iv) not
permit any liens to attach to the Property by reason of the exercise of its rights hereunder; and,
(v) fully restore the Property to the condition in which the same was found before any such
inspection or tests were undertaken. Purchaser further agrees that in the event this Contract does
not close through no fault of Seller, and the condition of the Property is altered due to tests and
inspections performed by Purchaser or on Purchaser's behalf, then Purchaser shall restore the
Property to its original condition or replace any damage to the Property resulting from
Purchaser's entry onto the Property. To the extent permitted by law, Purchaser hereby agrees to
indemnify, defend and hold Seller harmless from and against any and all liens, claims, demands,
damages, causes of action, liabilities and expenses (including reasonable attorney's fees and
costs, asserted against or incurred by Seller arising out of Purchaser's due diligence inspection of
the Property), and this indemnification shall survive Closing and shall not be merged therein.
4. Environmental Reports. Seller shall deliver to Purchaser within ten (10) days of the Effective
Date hereof a copies of that certain Phase I Environmental Assessment dated April 23, 2004, and
that certain Phase II Environmental Assessment dated June 23, 2004, prepared by Spectrum
Global Solutions, L.L.C. covering the Property (collectively, the "Environmental Reports"),
which are provided by Seller for informational purposes only, and shall not be used in lieu of
Purchaser's further due diligence inspection of the Property during the Inspection Period, as
defined in Article III, Section 3 hereof.. Seller makes no representations or warranties of any
nature, express or implied, regarding the accuracy or completeness of the information contained
in the Environmental Reports. Should Purchaser use or rely on the Environmental Reports,
Purchaser shall do so at Purchaser's sole risk.
5. Approval of Propertv. During this Inspection Period, Purchaser shall, in its sole discretion,
determine whether the Property is suitable to Purchaser. Should the Property not prove
satisfactory for any reason in the sole opinion of the Purchaser, this Contract may be canceled at
Purchaser's option by Purchaser giving written notice of same to Seller on or before the
expiration of the Inspection Period, in which case this Contract shall terminate automatically and
unconditionally, and the Title Company is directed to refund the Earnest Money and all interest
accrued thereon immediately to Purchaser, and the parties shall have no further liability one to
the other except as to Purchaser's indemnification to Seller described in Article III, Section 3 to
repair or restore the Property and its indemnification of Seller. Except with respect to Title
Review Period described in paragraphs I and 2 above, if Purchaser has not notified Seller and the
Title Company in writing on or before the expiration of the Inspection Period that the Property is
not satisfactory, then Purchaser shall be deemed to have approved the condition of the Property
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in all respects including exceptions to the title and the Survey, the Earnest Money shall vest in
Seller and shall be nonrefundable, and the parties shall proceed to Closing.
6. Return of Documents. Purchaser shall return all of the Documents on the earlier to occur of (i)
such time as Purchaser determines that it shall not acquire the Property; or (ii) such time as this
Contract is terminated for any reason. Purchaser hereby acknowledges that Seller has not made
and does not make any warranty or representation regarding the truth, accuracy, or completeness
of the Documents or the source(s) thereof. Seller expressly disclaims and Purchaser waives any
and all liability for representations or warranties, express or implied, statements of fact, and other
matters contained in the Documents, or in any other written or oral communications transmitted
or made available to Purchaser. Purchaser shall rely solely upon its own investigation with
respect to the Property, including, without limitation, the Property's physical, environmental, or
economic condition, compliance or lack of compliance with any ordinance, order, permit, or
regulation or any other attribute or matter relating thereto.
Seller's Compliance. Seller shall have performed, observed, and complied with all of the
covenants, agreements, and conditions required by this Contract to be performed, observed, and
complied with by Seller prior to or as of the closing.
IV.
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Purchaser as follows, which representations and
warranties shall be deemed made by Seller to Purchaser also as of the closing date:
I. Property to be sold in "AS IS" condition; however nothing herein shall be construed to
release, discharge or hold harmless, any of Seller's predecessors in title.
2. DISCLAIMERS AND RELEASES.
(A) SELLER IS SELLING THE PROPERTY STRICTLY ON AN "AS IS, WHERE
IS" BASIS, "WITH ANY AND ALL FAULTS." SELLER MAKES NO REPRESENTATIONS
OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET
FORTH IN THIS CONTRACT, NOR IS ANY EMPLOYEE OR AGENT OF SELLER
AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY AS TO THE
QUALITY OF OR CONDITION OF THE PROPERTY OR COMPLIANCE WITH ANY
ENVIRONMENTAL PROTECTION, POLLUTION, OR LAND USE LAWS, RULES,
REGULATIONS, ORDERS, OR REQUIREMENTS INCLUDING, BUT NOT LIMITED TO,
THOSE PERTAINING TO THE HANDLING, GENERATING, TREATING, STORING, OR
DISPOSING OF ANY HAZARDOUS WASTE OR SUBSTANCE. BY CLOSING THE
PURCHASE AND SALE, PURCHASER WARRANTS THAT THE PURCHASER HAS
FULLY INSPECTED THE PROPERTY, IS FULLY SATISFIED WITH THE SAME IN ALL
RESPECTS "AS IS, WHERE IS, WITH ANY AND ALL FAULTS," IS NOT RELYING ON
ANY REPRESENTATION OR WARRANTY OF SELLER, EXCEPT AS EXPRESSLY SET
FORTH IN THIS CONTRACT IN PURCHASING THE PROPERTY FROM SELLER.
(B) EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS
CONTRACT, PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER IS NOT
MAKING, AND HEREBY SPECIFICALLY DISCLAIMS MAKING ANY WARRANTY,
GUARANTY OR REPRESENTATION, OF ANY KIND OR CHARACTER, WHETHER
EXPRESS, IMPLIED, STATUTORY OR ARISING BY OPERATION OF LAW, ORAL OR
WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING THE
PROPERTY, INCLUDING, WITHOUT LIMITATION, (I) THE PHYSICAL AND
ENVIRONMENTAL NATURE AND CONDITION OF THE PROPERTY, AND THE
SUITABILITY THEREOF AND OF THE PROPERTY FOR ANY AND ALL ACTIVITIES
AND USES WHICH PURCHASER MAY ELECT TO CONDUCT THEREON, AND THE
EXISTENCE OF ANY ENVIRONMENTAL HAZARDS OR CONDITIONS THEREON OR
THE COMPLIANCE OF THE PROPERTY WITH ANY AND ALL APPLICABLE
ENVIRONMENTAL LAWS, RULES OR REGULATIONS; (H) THE NATURE AND EXTENT
OF ANY MATTER AFFECTING TITLE; (HI) THE COMPLIANCE OF THE PROPERTY OR
ITS OPERATION WITH ANY LAWS, STATUTES, ORDINANCES, RULES,
REQUIREMENTS OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY; (IV)
THE ACCURACY OR COMPLETENESS OF ANY REPORTS OR OTHER INFORMATION
FURNISHED BY SELLER TO PURCHASER WITH RESPECT TO THE PROPERTY,
INCLUDING, WITHOUT LIMITATION, ENGINEERING, FINANCIAL, ENVIRONMENTAL
OR OTHER REPORTS, STUDIES OR INVESTIGATIONS, IF ANY; (V) ZONING; (VI)
VALUATION; (VIf) HABITABILITY; (VIII) MERCHANTABILITY; OR (IX) SUITABILITY
OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER, PURCHASER
ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS,
WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE.
TRANSACTION CONTEMPLATED HEREBY WHICH HAVE BEEN MADE BY SELLER
OR ANY THIRD PARTY.
(C) EFFECTIVE UPON CLOSING, PURCHASER HEREBY
UNCONDITIONALLY AND IRREVOCABLY RELEASES SELLER FROM ANY AND ALL
CLAIMS, DEMANDS, ACTIONS, LIABILITIES, LOSSES, COSTS AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) ARISING
FROM OR RELATED TO THE PHYSICAL OR ENVIRONMENTAL CONDITION OF THE
PROPERTY. THE RELEASE SET FORTH IN THIS SECTION SPECIFICALLY INCLUDES
ANY CLAIMS UNDER ANY ENVIRONMENTAL LAWS. "ENVIRONMENTAL LAWS"
INCLUDES, BUT IS NOT LIMITED TO, THE RESOURCE CONSERVATION AND
RECOVERY ACT (42 U.S.C. 6901, ET SEQ.), THE COMPREHENSIVE ENVIRONMENTAL
RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED BY THE
SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT (42 U.S.C. 9601, ET SEQ.);
THE CLEAN AIR ACT (42 U.S.C. 4701, ET SEQ.); THE EMERGENCY PLANNING AND
COMMUNITY RIGHT-TO-KNOW ACT (42 U.S.C. §1101, ET SEQ.); THE HAZARDOUS
MATERIALS TRANSPORTATION ACT OF 1974 (49 U.S.C. §1801, ET SEQ.); THE
FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. §1251, ET SEQ.); THE SAFE
DRINKING WATER ACT (42 U.S.C. §3001, ET SEQ.); AND THE TOXIC SUBSTANCE
CONTROL ACT (15 U.S.C. §2601, ET SEQ.), AS ANY MAY BE AMENDED FROM TIME
TO TIME, AND ANY COMPARABLE OR SUCCESSOR PROVISIONS OF FEDERAL,
STATE OR LOCAL LAW, AND ANY REGULATIONS, ORDERS, RULES, PROCEDURES,
GUIDELINES AND THE LIKE PROMULGATED IN CONNECTION THEREWITH.
(D) THE DISCLAIMERS AND RELEASES SET FORTH IN THIS ARTIVLE IV,
SECTION 2 SHALL SURVIVE CLOSING AND SHALL NOT MERGE THEREIN OR INTO
ANY DOCUMENTS EXECUTED IN CONNECTION THEREWITH.
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V.
CLOSING
Closing. The closing ("Closing") shall be held at the office of the Title Company on or before
October 31, 2005, or at such Title Company, time, date, and place as Seller and Purchaser may
mutually agree upon (which date is herein referred to as the "Closing Date").
2. Prorations. Taxes will be pro-rated in accordance with Section 26.11 of the Texas Tax Code.
All normal and customarily proratable items shall be prorated as of the Closing, Seller being
charged and credited for all of same up to the Closing Date and Purchaser being charged and
credited for all of same on and after the Closing Date.
VI.
CLOSING REQUIREMENTS
Seller's Requirements. At the closing Seller shall:
A. Deliver to the Purchaser a duly executed and acknowledged Special Warranty Deed
conveying good and marketable title in fee simple to all of the Property, free and clear of any and all
liens, leases, encumbrances, conditions, assessments, and restrictions, except for the following:
1. General real estate taxes for the year of closing and subsequent years not yet due and
payable;
2. Any exceptions approved by Purchaser pursuant to Purchaser's Obligations hereof, and
3. Any other exceptions approved by Purchaser in writing.
B. Deliver to Purchaser a Texas Owner's Policy of Title Insurance at Seller's sole expense,
issued by Republic Title of Texas, Inc. (the "Title Company"), or such title company as Seller and
Purchaser may mutually agree upon, in Purchaser's favor in the full amount of the Purchase Price,
insuring fee simple title for the Purchaser to the Property subject only to those title exceptions listed in
Closing Requirements hereof, such other exceptions as may be approved in writing by Purchaser, and the
standard printed exceptions contained in the usual form of Texas Owner's Policy of Title Insurance,
provided, however:
1. The boundary and survey exceptions shall be deleted if required by Purchaser and if so
required, the costs associated with it shall be borne by Purchaser;
2. The exception as to restrictive covenants shall be endorsed "None of Record";
3. The exception for taxes shall be limited to the year of closing and shall be endorsed
"Not Yet Due and Payable"; and
4. The exception as to liens encumbering the Property shall be endorsed "None of
Record".
C. Deliver to Purchaser possession of the Property on the Closing Date.
D. Deliver to the Title Company a certification of Seller in form satisfactory to
Purchaser to the effect that Seller is not a "foreign person" as defined in 7701(a)(1) and 7701(a)(5) of
the Internal Revenue Code of 1954, as amended.
E. Deliver such other documents as are customarily executed in the State of Texas in
connection with the conveyance of real property, including all required Closing statements, releases,
affidavits, evidences of authority to execute the documents, and any other instruments that may be
reasonably required by the Title Company.
2. Purchaser's Requirements. Purchaser shall pay the consideration as referenced in the
"Purchase Price" section of this Contract at Closing in immediately available funds with the Earnest
Money being applied thereto.
3. Closing Costs. Seller shall pay the costs of the standard Title Policy and Survey and
shall pay all taxes assessed by any tax collection authority through the date of Closing. Purchaser shall
pay for the cost of the premium for deletion of the Survey exception and any other deletions or coverages
to the Title Insurance Policy requested by Purchaser, the cost of recording the documents, the escrow
fees, and such other costs and expenses actually incurred by the Purchaser. One half of all other
customary and standard costs and expenses of closing in consummating the sale and purchase of the
Property not specifically allocated herein shall be paid by the Seller and one half by the Purchaser, except
each party will be responsible for its own attorney fees.
VII.
REAL ESTATE COMMISSION
Seller and Purchaser represent and warrant to each other that neither has retained a broker for this
transaction and that there are no broker or real estate fees due as a result of the consummation of this
Contract.
VIII.
BREACH BY SELLER
In the event Purchaser fails to close the transaction contemplated hereby or otherwise breaches
its obligations hereunder, for any reason other than Seller's default hereunder or the termination hereof
by Seller or Purchaser (except pursuant to this Paragraph ) in strict accordance with the applicable
provisions hereof, Seller shall, as its sole and exclusive remedy, be entitled to either receive all Earnest
Money and all interest earned thereon as liquidated damages (the parties hereby agreeing that actual
damages due to Purchaser's default hereunder would be difficult and inconvenient to ascertain, that the
Earnest Money shall be a reasonable approximation of damages and are bona fide provisions for such,
and that such amount is not a penalty and is fair and reasonable in light of all relevant circumstances) or
enforce the remedy of specific performance. Seller waives its rights to any other remedies provided at
law or in equity. In no event shall Purchaser, its direct or indirect partners, shareholders, owners, or
affiliates, any officer, director, employee, attorney, or agent of the foregoing, or any affiliate or
controlling person thereof have any liability, beyond its interest in the Property, for any claim, cause of
action, or other liability arising out of or relating to this Contract or the Property, whether based on
Contract, common law, statute, equity or otherwise.
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ix.
BREACH BY PURCHASER
In the event Seller fails to close the transaction contemplated hereby or otherwise breaches its
obligations hereunder, for any reason other than Purchaser's default hereunder or the termination hereof
by Seller or Purchaser (except pursuant to this Paragraph ) in strict accordance with the applicable
provisions hereof, Purchaser shall, as its sole and exclusive remedy either terminate this Contract, and
receive a full and immediate refund of the Earnest Money from the Title Company as liquidated damages
(the parties hereby agreeing the same are difficult and inconvenient to ascertain, that the Earnest Money
shall be a reasonable approximation of damages and are bona fide provisions for such, and that such
amount is not a penalty and is fair in light of all relevant circumstances) or enforce the remedy of specific
performance. Purchaser waives its rights to any other remedies provided at law or in equity. In no event
shall Seller, its direct or indirect partners, shareholders, owners, or affiliates, any officer, director,
employee, attorney, or agent of the foregoing, or any affiliate or controlling person thereof have any
liability, beyond its interest in the Property, for any claim, cause of action, or other liability arising out of
or relating to this Contract or the Property, whether based on Contract, common law, statute, equity or
otherwise.
X.
MISCELLANEOUS
1. Assignment of Contract. Purchaser may not assign this Contract without the express
written consent of Seller.
2. Survival of Covenants. Any of the representations, warranties, covenants, and
agreements of the parties, as well as any rights and benefits of the parties, pertaining to a period of time
following the closing of the transactions contemplated hereby shall not survive the closing and shall be
merged therein except as otherwise provided herein.
3. Notice. Any notice required or permitted to be delivered hereunder must be in writing
shall be deemed received when sent by United States mail, postage prepaid, certified mail, return receipt
requested, addressed to Seller or Purchaser, as the case may be, at the address set forth beneath the
signature of the party. Notices, consents or other communications given by facsimile transmission
("fax" shall be deemed to have been delivered only when receipt of a fax has been confirmed in writing
by the receiving Party. Notice shall be given to the Parties hereto at the following addresses:
a. Seller's agent for purposes of notice shall be: Mayhill Denton, L.P., c/o Mr. Paul A.
Gardner, 15303 Dallas Parkway, Suite 350, Addison, Texas, 75001 (972) 669-9955 Tel., (972)
669-9977 Fax;
WITH A COPY TO: Joy H. Phillips, Esquire, Friedman & Feiger, L.L.P., 5301 Spring Valley
Road, Suite 200, Dallas, Texas 75254, Tel. (972) 788-1400, Fax (972) 776-5313;
b. Purchaser's agent for the purposes of notice shall be: Edwin Snyder, Interim City Attorney,
City of Denton, 215 East McKinney Street, Denton, Texas, 76201 (940) 349-8333 Tel., (940)
382-7923 Fax.
4. Texas Law to Apply. This Contract shall be construed under and in accordance with the
laws of the State of Texas, and all obligations of the parties created hereunder are performable in Denton
County, Texas. Venue in this case of any dispute hereunder shall be in Denton County, Texas.
5. Parties Bound. This Contract shall be binding upon and inure to the benefit of the parties
and their respective heirs, executors, administrators, legal representatives, successors and assigns where
permitted by this Contract.
6. Legal Construction. In case any one or more of the provisions contained in this Contract
shall for any reason be held to be invalid, illegal, or unenforceable in any respect, said invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Contract shall be
construed as if the invalid, illegal, or unenforceable provision had never been contained herein.
7. Prior Agreements Superseded. This Contract constitutes the sole and only agreement of the
parties and supersedes any prior understandings or written or oral agreements between the parties
respecting the within subject matter.
8. Time of Essence. Time is of the essence in this Contract.
9. Gender. Words of any gender used in this Contract shall be held and construed to include
any other gender, and words in the singular number shall be held to include the plural, and vice versa,
unless the context requires otherwise.
10. Compliance. In accordance with the requirements of the Texas Real Estate License Act,
Purchaser is hereby advised that it should be furnished with or obtains a policy of title insurance or
Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's own
selection.
11. Effective Date. The term "Effective Date" means the latter of the dates on which this
Contract is signed by either Seller or Purchaser, as indicated by their signature below. If the last party to
execute this Contract fails to complete the date of execution below that party's signature, the date the
Title Company acknowledges receipt of a copy of this fully executed Contract is the Effective Date.
12. Firm Offer. Seller's execution of this Contract constitutes an offer to sell the Property.
Unless this Contract is accepted by Purchaser and a fully executed copy is delivered to Seller and the
Title Company on or before August 17, 2005, then the offer of this Contract is fully revoked.
13. Calculation of Time. If the final date of any period falls upon a Saturday, Sunday or
legal holiday under the laws of the State of Texas, then in such event the time of such period shall be
extended to the next business day which is not a Saturday, Sunday or legal holiday under the laws of the
State of Texas.
14. Multiple Counter-Parts. This Contract may be executed in any number of counter-parts,
each of which shall be an original, but all of which together shall constitute but one instrument.
15. Facsimile Transmission. A telecopied facsimile of a duly executed counterpart of this
Contract shall be sufficient to evidence the binding agreement of each Party to the terms hereof.
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However, each Party agrees to promptly return to the other an original, duly executed counterpart of this
Contract following the delivery of a telecopied facsimile thereof.
16. No Recordation. Without the prior written consent of Seller, there shall be no
recordation of either this Contract or any memorandum hereof, or any affidavit pertaining hereto, and any
such recordation of this Contract or memorandum hereto by Purchaser without the prior written consent
of Seller shall constitute a default hereunder by Purchaser, whereupon this Contract shall, at the.option of
Seller, terminate and be of no further force and effect and the parties shall have no further obligations to
each other except as provided in Article III, Section 3.
IN WITNESS WHEREOF, Seller and Purchaser have executed this Contract as follows:
SELLER:
Mayhill Denton, L.P.
a Texas limited partnership
By: Silver Tree Fund Management, L.L.C.
a Texas limited liability company
By: G
Paul A. Gardner, Manager
Date 0q-0(,2 2005
PURCHASER:
City of Denton, Texas
By
Title ~I 1 0'a O'c
Approved as to form:
INTERIM CITY ATTORNEY
City of Dento s
BY.
Edwin Snyder
Date oq-o~ , 2005
(applies to both Purchaser's and City Attorney's signatures)
10
TITLE COMPANY ACCEPTANCE AND ACKNOWLEDGEMENT
The Title Company acknowledges receipt of the fully executed Contract on _ day of , 2005.
TITLE COMPANY:
Name: Republic Title of Texas, Inc.
Address: 2626 Howell, 10`b Floor
Dallas, Texas 75204
Phone: 214-855-8888
Fax: 214-855-8852
By:
Printed
11
Exhibit A
LEGAL DESCRIPTION
BEING a tract of land out of the Gideon Walker Survey, Abstract No- 1330, situated in the City
of Denton, Denton County, Texas, being part of that called 16.737 acre tract of land described in
Deed to Mayhill Denton, L.P. as reconlud in Dex:ument No. 2004-122694, Denton County Deed
Records, and being more particularly described as follows;
BEGINNING at a `'T-K" nail found at the south comer of said 16.737 acre tract of land, said
point being in the southwest line of a tract of land described as the old railroad-right-of--way
conveyed to the City of Denton as recorded in Document No. 93-R0058485, Denton County
Deed Records, and said point being m the approximate ceuterline of Pockrus Page Road (a
variable width right-of-way);
THENCE North 85 degrees 43 minutes 16 seconds West, 728.86 feet along the south line of said
16.737 acre tract of land and the approximate centerline of Poclavs-Page Road to a one-half inch
iron roc] set for corner
-11-IENCE North 07 degrees 14 minutes 22 seconds Past, 213.85 feet to a one-half inch iron rod
set for corner, said point being in the southwest line of a called 0.804 acre tract described in Decd
to the City of Denton as recorded in Volume 1814, Page 619, Denton County Deed Records;
THENCE along the southwest line of said 0.804 acre tract as follows:
South 37 degrees 56 minutes 50 seconds East, 40.24 feet to a one-half inch iron rod set
for comer;
South 83 degrees 07 minutes 59 seconds East, 28.20 feet to a one-half inch iron rod set
for comer, said point being the west corner of a called 0.915 acre tract of land described in Deed
to the City of Denton as recorded in Volume 4578, Page 1834, Denton County Deed Records;
THENCE South 37 degrees 56 minutes 51 seconds East, 50.00 feet along the southwest line of
said 0.915 acre tract to a one-half inch iron. rod found for comer, being the south comer of said
0.915 acre tract of land;
THENCE North 53 degrees 01 minutes 57 seconds East, 374.79 feet to a ono-half inch iron rod
set for-comer, said point being in the southwest line of said old railroad right-of-way;
THENCE along the southwest line of said old railroad right-of-way as follows:
Southeasterly, 172.80 feet along a curve to the left having a radius of 2,914.79 feet, a
central angle of 03 degrees 23 minutes 48 seconds, a tangent of 86.43 feet, and a chord bearing
and distance of South 36 degrees 04 minutes 22 seconds East, 172.78 feet to a one-half inch iron
and set for comer, -
South 37 degrees 46 minutes 16 seconds East, 35135 feet to the POINT OF
BEGINNING and containing 160,132 square feet or 3.676 acres of land. ,
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~ 2626 Howell Street, 10th Floor
~ Dallas, Texas 75204
Ph: 214-855-8876
® Fx: 214-855-8852
REPUBLIC TITLE E-mail: slmkwood@republictitle.com
October 19, 2005
Ms. Pamela G. England
City of Denton - Engineering Department
City Hall East
601 E. Hickory, Suite B
Denton, Texas 76205
RE: Mayhill Denton, L.P. to City of Denton, Texas;
Approximately 3.676 acres in Denton County, Texas;
Our File No. 05RI9845 CR9
Dear Ms. England:
You will find enclosed with this letter the original recorded Special Warranty Deed for the referenced
transaction.
If we may be of further assistance, please do not hesitate to contact our office.
ery o ,
Sara ckwoo ,
Melvin Morgan, Senior Vice President
sl
enclosure
REPUBLIC TITLE OF TEXAS, INC.
A SUBSIDIARY OF First American Title Insurance Company
TITLE INSURANCE AGENT FOR: Chicago Title Insurance Company, Commonwealth Land Title Insurance Company, First American Title Insurance Company, Lawyers Ttle
Insurance Corporation, Old Republic National Tile Insurance Company and Ticor Title Insurance Company
/f Rerwbhc Ti f Je as Inc
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM
THIS INSTRUMENT BEFORE IT IS FILED IN THE PUBLIC RECORDS: YOUR
SOCIAL SECURITY NUMBER OR YOUR DRIVERS' LICENSE NUMBER.
SPECIAL WARRANTY DEED
STATE OF TEXAS
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DENTON
MAYBILL DENTON, L.P., a Texas limited partnership whose address is 15303 Dallas
Parkway, Suite 350, Addison, Texas 75001, ("Grantor"), for and in consideration of the sum of
Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, has GRANTED, BARGAINED, SOLD, and
CONVEYED and by these presents does GRANT, BARGAIN, SELL, and CONVEY unto the
CITY OF DENTON, TEXAS, a home rule municipality, whose address is 215 E. McKinney,
Denton, Texas 76201 ("Grantee") the tract or parcel of land in Denton County, Texas, together
with all rights, titles, and interests appurtenant thereto including, without limitation, Grantor's
interest, if any, in any and all adjacent streets, alleys, rights of way and any adjacent strips and
gores, as more particularly described in Exhibit "A" attached hereto for all purposes as if set forth
in full (such land and interests are hereinafter collectively referred to as the "Property").
(A) GRANTOR IS SELLING THE PROPERTY STRICTLY ON AN "AS IS, WHERE IS"
BASIS, "WITH ANY AND ALL FAULTS." GRANTOR MAKES NO REPRESENTATIONS
OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, NOR IS ANY EMPLOYEE OR
AGENT OF GRANTOR AUTHORIZED TO MAKE ANY REPRESENTATION OR
WARRANTY AS -TO THE- QUALITY OF OR_CONDITION- OF THE PROPERTY OR
COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION, OR LAND
USE LAWS, RULES, REGULATIONS, ORDERS, OR REQUIREMENTS INCLUDING, BUT
NOT LIMITED TO, THOSE PERTAINING TO THE HANDLING, GENERATING,
TREATING, STORING, OR DISPOSING OF ANY HAZARDOUS WASTE OR SUBSTANCE.
GRANTEE WARRANTS THAT THE GRANTEE HAS FULLY INSPECTED THE
PROPERTY, IS FULLY SATISFIED WITH THE SAME IN ALL RESPECTS "AS IS, WHERE
IS, WITH ANY AND ALL FAULTS," IS NOT RELYING ON ANY REPRESENTATION OR
WARRANTY OF GRANTOR.
(B) EXCEPT FOR THE SPECIAL WARRANTY OF TITLE CONTAINED IN THIS
DEED, GRANTEE ACKNOWLEDGES AND AGREES THAT GRANTOR IS NOT MAKING,
AND HEREBY SPECIFICALLY DISCLAIMS MAKING ANY WARRANTY, GUARANTY
OR REPRESENTATION, OF ANY KIND OR CHARACTER, WHETHER EXPRESS,
IMPLIED, STATUTORY OR ARISING BY OPERATION OF LAW, ORAL OR WRITTEN,
PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING THE PROPERTY,
INCLUDING, WITHOUT LIMITATION, (1) THE PHYSICAL AND ENVIRONMENTAL
NATURE AND CONDITION OF THE PROPERTY, AND THE SUITABILITY THEREOF
AND OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH
GRANTEE MAY ELECT TO CONDUCT THEREON, AND THE EXISTENCE OF ANY
ENVIRONMENTAL HAZARDS OR CONDITIONS THEREON OR THE COMPLIANCE OF
SPECIAL WARRANTY DEED Page I
F:16859.041Documen1s1Mayhi1l Denton L.P. Special Warranty Deed (Final). doe
0
THE PROPERTY WITH ANY AND ALL APPLICABLE ENVIRONMENTAL LAWS, RULES
OR REGULATIONS; (Il) THE NATURE AND EXTENT OF ANY MATTER AFFECTING
TITLE; (III) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY
LAWS, STATUTES, ORDINANCES, RULES, REQUIREMENTS OR REGULATIONS OF
ANY GOVERNMENT OR OTHER BODY; (IV) THE ACCURACY OR COMPLETENESS OF
ANY REPORTS OR OTHER INFORMATION FURNISHED BY GRANTOR TO GRANTEE
WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION,
ENGINEERING, FINANCIAL, ENVIRONMENTAL OR OTHER REPORTS, STUDIES OR
INVESTIGATIONS, IF ANY; (V) ZONING; (VI) VALUATION; (VII) HABITABILITY; (VIII)
MERCHANTABILITY; OR (IX) SUITABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. FURTHER, GRANTEE ACKNOWLEDGES AND AGREES THAT THERE ARE
NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO
OR AFFECTING THE TRANSACTION CONTEMPLATED HEREBY WHICH HAVE BEEN
MADE BY GRANTOR OR ANY THIRD PARTY.
(C) GRANTEE HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES
GRANTOR FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS, LIABILITIES,
LOSSES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION,
REASONABLE ATTORNEYS' FEES) ARISING FROM OR RELATED TO THE PHYSICAL
OR ENVIRONMENTAL CONDITION OF THE PROPERTY. THE RELEASE SET FORTH
IN THIS SECTION SPECIFICALLY INCLUDES ANY CLAIMS UNDER ANY
ENVIRONMENTAL LAWS. "ENVIRONMENTAL LAWS" INCLUDES, BUT IS NOT
LIMITED TO, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 U.S.C. 6901,
ET SEQ.), THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION
AND LIABILITY ACT OF 1980, AS AMENDED BY THE SUPER-FUND AMENDMENTS
AND REAUTHORIZATION ACT (42 U.S.C. 9601, ET SEQ.); THE CLEAN AIR ACT (42
U.S.C. 4701, ET SEQ.); THE EMERGENCY PLANNING AND COMMUNITY RIGHT-TO-
KNOW ACT (42 U.S.C. §1101, ET SEQ.); THE HAZARDOUS MATERIALS
TRANSPORTATION ACT OF 1974 (49 U.S.C. §1801, ET SEQ.); THE FEDERAL WATER
POLLUTION CONTROL ACT (33 U.S.C. §1251, ET SEQ.); THE SAFE DRINKING WATER
ACT (42 U.S.C. §3001, ET SEQ.); AND THE TOXIC SUBSTANCE CONTROL ACT (15
U.S.C. §2601, ET SEQ.), AS ANY MAY BE AMENDED FROM TIME TO TIME, AND ANY
COMPARABLE OR SUCCESSOR PROVISIONS OF FEDERAL, STATE OR LOCAL LAW,
AND ANY REGULATIONS, ORDERS, RULES, PROCEDURES, GUIDELINES AND THE
LIKE PROMULGATED IN CONNECTION THEREWITH. THIS RELEASE DOES NOT
RELEASE GRANTEE'S PREDECESSORS IN TITLE.
This Special Warranty Deed and the conveyance hereinabove set forth is executed by
Grantor and accepted by Grantee subject to all easements, restrictions, reservations and covenants
now of record and further subject to all matters depicted or evidenced by that certain survey of
the Property prepared by Jones & Boyd, Inc. dated June 2, 2005, last revised on September 27,
2005, together with the matters described in Exhibit "B" attached hereto and incorporated herein
by this reference (hereinafter referred to collectively as the "Permitted Exceptions").
TO HAVE AND TO HOLD the Property, together with all and singular the rights and
appurtenances thereunto in anywise belonging, unto Grantee, its successors and assigns forever,
and Grantor does hereby bind itself, its successors and assigns, to WARRANT AND FOREVER
DEFEND all and singular the title to the Property unto the said Grantee, its 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, subject to the aforesaid and the
Permitted Exceptions.
SPECIAL WARRANTY DEED Page 2
F. 16859.040ocuntentslMayhill Denton L.P. Special Warranty Deed (Final).doc
J
EXECUTED to be effective as of October 7, 2005.
MAYHILL DENTON, L.P.,
a Texas limited partnership
By: Silver Tree Fund Management, L.L.C.
A Texas limited liability company
its General Partner
By Q
Paul A. Gardner, Manager
STATE OF TEXAS S
COUNTY OF DALLAS
BEFORE ME, the undersigned authority, on this day personally appeared Paul A.
Gardner, Manager of Silver Tree Fund Management, L.L.C., a Texas limited liability company,
General Partner of Mayhill Denton, L.P., a Texas limited partnership, known to me to be the
person and officer whose name is subscribed to the foregoing instrument and acknowledged to
me that he executed the same for the purposes and consideration therein expressed and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this -C1 day of October, 2005.
^r.axv:~i~ssm'-
a ` TRACEY L. WILLIAMS QN;ta Public, tate 2/P
z° Notary Public t~ I1
* STATE OF TEXAS IPA A / t 111 C
N9~ or , My Comm. Exp. 12/1612006 Printed Name o otary
SPECIAL WARRANTY DEED
F. 16859.041Documen1sMayhill Denton L.P. Special Warranty Deed (Final).doc
Page 3
ACCEPTED AND AGREED TO:
City of Denton, Texas
y:
Title: d l
Approved as to form:
CITY ATTORNEY
City of Denton
By:
Date: ~D 2005
(applies to bo Grantee's and City Attorney's signatures)
STATE OF TEXAS §
COUNTY OF DALLAS §
Edwin Snyder
BEFORE ME, the undersigned authority, on this day personally appeared
AI XG- GO.J&AFL- the C in Mli-NS4K &-g- of City of Denton,
Texas, ]mown to me to be the person and authorized representative to execute on behalf
of the City of Denton, Texas, whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed the saine for the purposes and consideration therein
expressed and in the capacity therein stated. n
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this Z day of C
LINDA HOLLEY
Notary Public
Stale of Texas
My Comm. Exp. 12-08.2005
"`NOT)I Y PUBLICC, INLAND FOR
THE STATE OF TEXAS
Exhibit "A" - Legal Description
Exhibit "B" - Permitted Exceptions
After Recording Return To:
Mr. Edwin S der
City of De on
City A ney
215 McKinney
D ton, Texas 76201 Return to, CR9
i. Republic Title of Texas, Inc.
2626 Howell St., 10th Floor
Dallas. TX 75204,-
SPECIAL WARRANTY DEED
F 16859 041Doc aaea(0k1nyhill Davos P Special Warrentyy Decd (Finn/) doe
Page 4
EXHIBIT "A"
LEGAL DESCRIPTION
BEING a tract of land out of the Gideon Walker Survey, Abstract No. 1330, situated in the City
of Denton, Denton County, Texas, being part of that called 16.737 acre tract of land described in
Deed to Mayhill Denton, L.P. as recorded in Document No. 2004-122694, Denton County Deed
Records, and being more particularly described as follows;
BEGINNING at a "P-K" nail found at the south corner of said 16.737 acre tract of land, said
point being in the southwest line of a tract of land described as the old railroad right-of-way
conveyed to the City of Denton as recorded in Document No. 93-R0058485, Denton County
Deed Records, and said point being in the approximate centerline of Pockrus Page Road (a
dariable width right-of-way);
THENCE North 85 degrees 43 minutes 16 seconds West, 728.86 feet along the south line of said
16.737 acre tract of land and the approximate centerline of Pockms-Page Road to a one-half inch
iron rod set for corner;
THENCE North 07 degrees 14 minutes 22 seconds East, 213.85 feet to a one-half inch iron rod
set for corner, said point being in the southwest line of a called 0.804 acre tract described in Deed
to the City of Denton as recorded in Volume 1814, Page 619, Denton County Deed Records;
THENCE along the southwest line of said 0.804 acre tract as follows:
South 37 degrees 56 minutes 50 seconds East, 40.24 feet to a one-half inch iron rod set
for comer;
South 83 degrees 07 minutes 59 seconds East, 28.20 feet to a one-half inch iron rod set
for comer, said point being the west corner of a called 0.915 acre tract of land described in Deed
to the City of Denton as recorded in Volume 4578, Page 1834, Denton County Deed Records;
THENCE South 37 degrees 56 minutes 51 seconds East, 50.00 feet along the southwest line of
said 0.915 acre tract to a one-half inch iron rod found for corner, being the south corner of said
0.915 acre tract of land;
THENCE North 53 degrees 01 minutes 57 seconds East, 374.79 feet to a one-half inch iron rod
set for comer, said point being in the southwest line of said old railroad right-of-way;
THENCE along the southwest line of said old railroad right-of-way as follows:
Southeasterly, 172.80 feet along a curve to the left having a radius of 2,914.79 feet, a
central angle of 03 degrees 23 minutes 48 seconds, a tangent of 86.43 feet, and a chord bearing
and distance of South 36 degrees 04 minutes 22 seconds East, 172.78 feet to a one-half inch iron
rod set for comer;
South 37 degrees 46 minutes 16 seconds East, 351.35 feet to the POINT OF
BEGINNING and containing 160,132 square feet or 3.676 acres of land.
SPECIAL WARRANTY DEED
F.A6859.040ocumentslMayhill Denton L.P. Special Warranty Deed (Final).doc
Page 5
EXHIBIT °B"
PERNHTTED EXCEPTIONS
Any shortages in area.
2. Standby fees, taxes and assessments by any taxing authority for the year 2005, and
subsequent years; and subsequent taxes and assessments by any taxing authority for
prior years due to change in land usage or ownership, but not those taxes or
assessments for prior years because of an exemption granted to a previous owner of
the property under Section 11. 13, Texas Tax Code, or because of improvements not
assessed for a previous tax year.
Easement granted by J.E. Smith et ux. to Texas Power & Light Company, dated
06/04/1924, filed 06/20/1924, recorded in Volume 192, Page 68, Deed Records of
Denton County, Texas, and as shown on survey of William J. Johnson, R.P.L.S.
45426, date 06/02/2005, last revised 10/03/2005. Supplemental Easement filed
04/13/1981, recorded in Volume 1071, Page 50, Deed Records, Denton County,
Texas.
4. Easement granted by Continental Bank and Trust Company to Texas Power & Light
Company, dated 06/16/1924, filed 07/11/1924, recorded in Volume 193, Page 320,
Deed Records of Denton County, Texas, and as shown on survey of William J.
Johnson, R.P.L.S. #5426, dated 06/02/2005, last revised 10/03/2005. Supplemental
Easement filed 04/13/1981, recorded in Volume 1071, Page 50, Deed Records,
Denton County, Texas.
5. Easement granted by Roy A. Bentley, et ux., to Texas Power & Light Company,
dated 07/30/1945, filed 01/25/1946, recorded in Volume 321, Page 383, Deed
Records of Denton County, Texas, and as shown on survey of William J. Johnson,
R.P.L.S. #5426, dated 06/02/2005, last revised 10/03/2005. Supplemental Easement
filed 07/01/1949, recorded Volume 355, Page 65, Deed Records, Denton County,
Texas. Assignment of Easement filed 10/10/1972, recorded in Volume 1740, Page
768, Deed Records, Denton County, Texas.
6. Easement granted by Roy A. Bentley, et ux., to Sinclair Refining Company, dated
11/26/1947, filed 12/18/1947, recorded in Volume 341, Page 198, Deed Records of
Denton County, Texas, and as shown on survey of William J. Johnson, R.P.L.S.
95426, dated 06/02/2005, last revised 10/03/2005. Agreements filed 08/14/1984,
recorded in Volume 1464, Page 203 and filed 10/29/1984, recorded in Volume 1511,
Page 340, Real Property Records, Denton County, Texas. Assignment of Right of
Way Easements filed 10/02/1992, recorded in Volume 3338, Page 516, Real Property
Records, Denton County, Texas. Assignment and Assumption Agreement filed
10/03/1994, cc# 94-R0075562, Real Property Records, Denton County, Texas.
Easement granted by Roy A. Bentley, et ea,. to Texas Power & Light Company dated
01/05/1946, filed 05/16/1946, recorded in Volume 325, Page 312, Deed Records of
Denton County, Texas, and as shown on survey of William J. Johnson, R.P.L.S.
#5426, dated 06/02/2005, last revised 10/03/2005.
8. Easement granted by Mayhill Road Realty Co. to the City of Denton, dated
SPECIAL WARRANTY DEED Page 6
F.' 16859.040ocumentslMayhill Denton L.P. Special Warranty Deed (Final). doe
01/30/1986, filed 02/11/1986, recorded in Volume 1819, Page 928, Real Property
Records of Denton County, Texas, and as shown on survey of William J. Johnson,
R.P.L.S. #5426, dated 06/02/2005, last revised 10/03/2005.
9. Easement granted by Mayhill Road Realty Co. to the City of Denton, dated
01/30/1986, filed 02/11/1986, recorded in Volume 1819, Page 934, Real Property
Records of Denton County, Texas, and as shown on survey of William J. Johnson,
R.P.L.S. 45426, dated 06/02/2005, last revised 10/03/2005.
10. Easement granted by Mayhill Road Realty Company to the City of Denton, dated
09/29/1992, filed 10/05/1992, recorded in Volume 3339, Page-995, Real Property
Records of Denton County, Texas, and as shown on survey of William J. Johnson,
R.P.L.S. #5426, dated 06/02/2005, last revised 10/03/2005.
11. Easements, or claims of easements, which are not recorded in the public records and
as shown on survey of William J. Johnson, R.P.L.S. #5426, dated 06/02/2005, last
revised 10/03/2005.
12. Any part of the Schedule A land within the bounds of a road or used for road
purposes.
13. Terms, provisions, conditions, and easements contained in Declaration of Restrictive
Covenants and Reciprocal Easement Agreement filed 07/05/2005, cc# 2005-80482,
Real Property Records of Denton County, Texas.
SPECIAL WARRANTY DEED Page 7
F. 16859.041Documeno;Ulayhill Denton L.P. Special Wa' anty Deed (Finalf.doc
W Denton County A030- I X150
Cynthia Mitchell
County Clerk
Denton, TX 76202
70 2 05 00125452
Instrument Number: 2005-126452
As
Recorded On: October 11, 2005 Warranty Deed
Parties: MAYHILL DENTON LP Billable Pages: 8
To Number of Pages: 8
Comment:
Examined and Charged as Follows:
Warranty Deed 44.00
Total Recording: 44.00
THIS PAGE IS PART OF THE INSTRUMENT
Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY
because of color or race is invalid and unenforceable under federal law.
File Information: Record and Return To:
Document Number: 2005-126452
Receipt Number: 233897 REPUBLIC TITLE OF TEXAS
Recorded Date/Time: October 11, 2005 01:24P 2626 HOWELL STREET 10TH FLOOR
DALLAS TX 75204
User / Station: P Sallee - Cash Station 4
THE STATE OF TEXAS)
COUNTY OF DENTON } SCANNED
I hereby certify that this Instrument was FILED In the File Number sequence on the dateftime printed heron, and was duly RECORDED In the Official Records of Denton County, Texas. C*"AL
County Clerk
Denton County, Texas