2000-315 ORDINANCE NO
AN ORDINANCE APPROVING A REAL ESTATE CONTRACT BETWEEN THE CITY OF
DENTON AND LOCUST/288 PARTNERS, LTD, RELATING TO THE PURCHASE OF
APPROXIMATELY 3 98 ACRES OF LAND LOCATED IN THE T TOBY SURVEY,
ABSTRACT NO 1288, FOR USE AS A WATER STORAGE TANK EXPANSION SITE,
AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN
EFFECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS
SECTION 1 The C~ty Manager ~s hereby authorized to execute a Real Estate Contract
between the C~ty and Locust/288, m substantmlly the form of the Real Estate Contract whmh is
attached hereto and made a part of th~s ordinance for all purposes, for the purchase of
approximately 3 98 acres of land for use as a water storage tank expansion site
SECTION 2 The C~ty Manager is authorized to make the expenditures as set forth m the
attached Real Estate Contract
SECTION 3 This ordinance shall become effective immediately upon its passage and
approval
PASSED APPROVED th s the 5z' dayof t/4.03/ ,2000
EULINE BROCK, MAYOR
ATTEST
JENNIFER 'W AL TERS, C~T Y SECRET ARY
APPL?lOED A~S TO LEGAL FORM
HERBERT~~~I~lqEY
CONTRACT OF SALE
Locust/288 Partners, Ltd, a Texas hm~ted partnership (hereinafter called "Seller"), hereby
agrees to sell and convey to the C~ty of Denton, a Texas municipal corporation, and/or assigns
(hereinafter called "Purchaser"), and Purchaser hereby agrees to purchase and pay for, 3 98 acres of
land, more or less, being Block 14, Lot 44, as dep~cted on that certain Prehm~nary Plat for North
Pomte, dated April 11, 2000, a true and correct copy of which ~s attached hereto as Exhibit "A" and
made a part hereof by reference, together with, all and singular, all ~mprovements thereon and all
r~ghts and appurtenances pertaining thereto, including any r~ght, title and ~nterest o£ Seller in and to
adjacent streets, alleys, or rights-of-way to the centerhnes thereof (such real estate, ~mprovements,
rights and appurtenances being hereto referred to as the "Property") subject, however, to the
Permitted Exceptions (hereto defined)
Th~s Contract of Sale (th~s "Contract") is executed upon the £ollow~ng terms and condlt~OnS
1 Purchase Price The "Purchase Price" (here~n so called) for the Property ~s Fifty-Five
Thousand Seven Hundred Twenty and No/100 Dollars ($55,720 00) payable all m cash at the
"Closing" (as that term ~s defined m Section 8 A, below)
2 Indel~endent Conslderatmn
A Independent Consideration Deposit W~thm three (3) bus~ness days from the
Effective Date of th~s Contract, Purchaser shall dehver the sum of $100 00 to American Title
Company,717N Harwood, 2610 Maxus Energy Tower, Dallas, Texas75201 (the"T~tle Company")
with the notation "Attn Max~e Hardin", to be held by the T~tle Company as full payment and
independent consideration for Seller's performance under th~s Contract (the "Independent
Consideration") If th~s Contract ~s properly terminated by Purchaser pursuant to a r~ght of
termination granted to Purchaser by any prowslon ofth~s Contract, the Independent Constderat~on,
shall nonetheless be promptly dehvered to Seller, but the part~es shall have no further r~ghts or
obhgat~ons under th~s Contract (except for those which may expressly survive the termination) At
Closing, the Independent Cons~deration shall be applied to the Purchase Price
B Escrow The Independent Consideration is deposited with the T~tle Company with
the understanding that the T~tle Company (1) is not responsible for the performance or non-
performance of any party to th~s Contract, and (2) ~s not liable for ~nterest on the funds held unless
reqmred m Section 2 A, above
3 Survey and T~tle Binder
A Survey. Purchaser shall, wathln ten (10) days after the Effective Date of th~s
Contract, at Purchaser's expense, cause to be prepared and dehvered to Purchaser (with a copy to
Seller), a current, on-the-ground, Category IA, Condition II, land title survey (as specified by the
Manual of Practice for Land Surveymg m the State of Texas) of the Property (the "Survey") The
Survey shall be in a form acceptable to the T~tle Company in order to allow the Title Company to
delete the survey exception (except as to "shortages m area") from the Title Pohcy to be issued by
CONTRACT OF SALE PAGE 1
the Title Company, such survey deletion shall be at the sole cost and expense of Purchaser The
Survey shall show the location ofall improvements on the Property, lfanY The Survey shall include
only the Property and shall include a metes and bounds description of the Property and show any
apparent encroachments, any flood-plato or flood-prone areas, and all easements with recording data
indicated, fences, and apparent water courses affecting the Property (including any Schedule B
easements reflected in the Title Binder), shall include a surveyor's certification to the Title
Company, to Seller, and to Purchaser, and shall further show the number of gross acres (and gross
square feet) contmned within the lateral bounds of the Property The terms "gross acres" and "gross
square feet" as used herein shall mean the total area of land contmned w~thln the Property, inclusive
of such existing or presently proposed rights-of-way of public roads, streets, alleys, easements,
encroachments, open space, and/or flood-plain or flood-prone areas
B Title Binder Within twenty (20) days after the Effective Date of this Contract,
Seller shall obtmn, at Seller's expense, and deliver copies of same to Purchaser, the following
(1) A title commitment (the "Title Binder") covering the Property binding the
Title Company to issue an Owner's Pohcy of Title Insurance on the standard form ofpohcy
prescribed by the Texas Department of Insurance at the Closing in the full amount of the
Purchase Price, and
(2) True, correct, and legible (to the extent reasonably available) copies of any
and all recorded instruments referred to in the Title Binder as constituting exceptions or
restrictions upon the title of Seller, except that copies of any hens which are to be released
at the Closing may be omitted
4 Title Ant~roval Purchaser shall have ten (10) calendar days after the later of the date
Purchaser has received the Survey, a Title Binder, and tree, correct, and legible copies of any and
all recorded lnstnunents (the "Instruments") referred to ~n the Title Binder as consUtutlng exceptions
or restrictions upon the title of Seller (the "Review Period"), in which to notify Seller of objections
to Seller's title (except as provided otherwise below) specifying the title defect which make Seller's
title unacceptable (the "Objectionable Matters") If Purchaser notifies Seller of such ObJectionable
Matters Wlthm the Review Period, Seller may, but is under no affirmative obhgatlon to, undertake
to cure and/or remove those Objectionable Matters specified by Purchaser during the Review Period
In the event such ObJectionable Matters are not cured and/or removed, or if Seller has not agreed to
cure or remove same, on or before five (5) calendar days (the "Seller's Cure Period") after such
notice to Seller, Purchaser may within three (3) days after the termination of Seller's Cure Period
elect to terminate this Contract by notice to Seller, or at Purchaser's sole option, Purchaser may
accept such title as Seller can deliver in which event such Objectionable Matters shall be deemed
"Permitted Exceptions" (herein so called) Any exception on Schedule B to the Title Binder not
objected to by Purchaser shall be deemed a "Permitted Exception" Any ObJectionable Matters on
Schedule B to the Title Binder which remains uncured by Seller as provided above shall be deemed
"Permitted Exceptions" following Purchaser's failure to terminate within three (3) days after the end
of Seller's Cure Period Items listed on Schedule C to the Title Binder shall never be considered
Objectionable Matters, nor shall they be considered "Permitted Exceptions" unless Purchaser agrees
in writing dunng the Review Period that such items need not be deleted from the Title Policy and
CONTRACT OF SALE PAGE 2
may become Schedule B items on the Title Pohcy issued pursuant to the Title Binder
5 Inspeetlon/Plattm~, Period
A Insnection Period. Purchaser shall have thirty (30) days from the Effective Date
(as hereinafter defined) (the "Inspection Period") to inspect the Property and to conduct feaslblhty
studies regarding Purchaser's intended use of the Property Purchaser's studies may ~nclude without
limitation 0) core borings, (n) environmental and architectural tests and investigations, (iii) physical
inspections of all improvements, fixtures, equipment, subsurface soils, structural members, and
personal property, and 0v) examination of plans, specifications, manuals, and other documents
relating to the construction and condition of the Property Seller shall provide Purchaser upon
request cop~es of all tests, studies, reports, plans, plats, and other information ~n Seller's custody
relating to the Property, provided that all such information shall be dehvered to Purchaser by Seller
w~thout any representation or warranty by Seller to the accuracy of such ~nformatlon Purchaser
shall return all of the documents within a reasonable time following ternunaUon of this Contract
Seller has not undertaken any independent investigation as to the truth or accuracy of the documents
and is providing or offering to provide the documents solely as an accommodation to Purchaser
Purchaser and Purchaser's agents, employees, consultants and contractors shall have the right of
reasonable entry onto the Property during normal bus~ness hours, and upon reasonable advance
notice to Seller and/or Seller's tenants, for purposes of the inspections, studies, tests and
examinations reasonably deemed necessary by Purchaser All inspections, studies, tests and
examinations performed hereunder shall be at Purchaser's expense, and copies thereof shall be
delivered to Seller in the event of, and within a reasonable period of time following, termination of
this Contract Immediately after completion of any tests, studies or examinations, Purchaser shall
promptly restore the Property to substantially the same condition it was in prior to conducting such
tests, studies or examinations, and Purchaser covenants and agrees to lndemmfy, defend, and hold
Seller harmless from all clams, causes of action, and damages arising out of the tests, studies, and
examinations and restoration of the Property, including, but not limited to, mechanic's and
matenalman's hens purchaser's lndemmty obhgatlons hereunder shall survive the Closing or the
earlier termination of this Contract
B Termmation If Purchaser determines, in Purchaser's sole discretion, no matter how
arbitrary, that the Property is not in satisfactory condition or is not suitable for Purchaser's intended
use or purpose, then Purchaser may terminate th~s Contract by notice to Seller on or before the last
day of the Inspection Period, whereupon neither party shall have any further rights or obligations
under this Contract (except for those which may expressly survive the termination ofth~s Contract)
6 Intentionally Deleted
7 Seller's Warranties. Reoresentat~ons and Covenants
A Warrant~es and Renresentat~ons. Seller represents and warrants to Purchaser to
the actual (but not constructive) knowledge of M~ke Sandhn and Lee Schrmtt, w~thout inquiry,
investigation, or duty to mqmre or investigate, the following
CONTRACT OF SALE PAGE 3
(1) Title. At the Closing, Seller shall have the nght to convey to Purchaser good and
indefeasible fee simple title to the Property free and clear of any and all liens, assessments,
security interests, and other encumbrances except the Permitted Exceptions Dehvery ofthe
Title Policy pursuant to Section 8 B, below, will be deemed to satisfy the obhgatlon of Seller
as to the sufficiency of title required under this Contract, however, delivery of the Title
Policy will not release Seller from the warrant~es of title set forth in the Deed
(2) Leases There are no part~es (other than Seller or its affihates) tn possession of any
portion of the Property as lessees, tenants at sufferance, or trespassers
(3) Liens and Debts Except for the Permitted Excepnons, there are no licenses, leases,
mechanic's liens, Uniform Commercial Code liens, or uurecorded hens against the Property
which will not be satisfied out ofthe Closing proceeds Except for the Permitted Exceptions,
all obhgatlons of Seller arising from the ownership and operation of the Property and any
business operated on the Property, including, but not hmtted to, leasing commissions,
salaries, and similar agreements, have been paid or will be paid prior to Closing Except for
the Permitted Exceptions and obligations such as taxes for which provisions are made in this
Contract for prorating at Closing, there will be no obhgattons of Seller with respect to the
Property outstanding as of Closing, for which the Purchaser shall be liable
(4) Hazardous Materials Except as otherwise disclosed in wrlnng by Seller to
Purchaser, the Property (including any improvements located thereon) contains no Hazardous
Materials (defined below) Purchaser acknowledges that current and future federal, state and
local laws and regulations may require any Hazardous Materials to be removed at the
expense of those persons who may have had or continue to have any interest in the Property
The expense of such removal may be substantial For purposes of this Contract, the term
"Hazardous Materials" means any pollutants, toxic substances, oils, hazardous wastes,
hazardous matermls or hazardous substances as defined tn or pursuant to the Resource
Conservatxon and Recovery Act, as amended, the Comprehensive Enwronmental Response,
Compensation and Llabthty Act, as amended, the Federal Clean Water Act, as amended, or
any other federal, state or local enwronmental law, regulation, ordinance, rule, or by-law,
whether existing as of the Effective Date, or subsequently enacted
B Covenants Seller makes the following covenants to Purchaser
(1) Title At the Closing, Seller will convey to Purchaser good and indefeasible fee
simple title to the Property free and clear of any and all liens, assessments, security interests,
and other encumbrances except the Permitted Exceptions Dehvery of the Title Pohcy
pursuant to Section 8 B, below, w~ll be deemed to satisfy the obligation of Seller as to the
sufficiency of title reqmred under this Contract, however, dehvery of the Title Policy will not
release Seller from the warranties of title set forth ~n the Deed
(2) Negative Covenants. Without the written consent of Purchaser, Seller shall not
further encumber the Property or allow an encumbrance upon the title to the Property, wluch
CONTRACT OF SALE PAGE 4
will not be removed as of the Closing
(3) L~ens and Debts Seller shall not allow any hcenses, leases, mechanic's liens, or
Umform Commercial Code liens or other liens agmnst the Property which w~ll not be
satisfied om of the Closing proceeds
C Remedies If Purchaser discovers prior to Closing that any of Seller's warranties or
representations has been materially misrepresented or is materially inaccurate or that any of Seller's
covenants has been violated, Purchaser shall notify Seller promptly in writing, and Seller may
attempt to remedy the material misrepresentation or inaccuracy, or to cure the violated covenant
If the material misrepresentation or inaccuracy is not remedied, or if the violated covenant ~s not
cured, prior to Closing, upon written notice to Seller, Purchaser may (t) proceed to Closing thereby
waiving and being deemed to have watved all claims for breach of warranty or covenant or for
misrepresentation, or (n) as its sole remedy terminate this Contract, in which event neither party shall
be further obligated to the other except for obligations which expressly surwve the termination of
this Contract Except as expressly prowded herein, the representations, warrant~es, and covenants
of Seller herein shall not survive the Closing All representation, warranties, and covenants in this
Contract (except for the warranty of title in the "Deed" [as that term ~s defined below] and those
which expressly survive the Closing pursuant to the terms hereof) shall not survive Closing, and
shall be deemed merged into the Deed
8 Closing
A ~Date The closing ofthls Contract (the "Closing") shall be held on or before
the tenth (10th) day following the expiration of the Inspection Period (the "Closing Date"), at the
offices of the Title Company at its address stated below
B Seller's Ciosln~ Documents. At the Closing, Seller shall deliver to Purchaser at
Seller's expense 0) a Special Warranty Deed (the "Deed") conveying the Property subject only to
the Permitted Exceptions, (n) an updated title commitment by the Title Company to deliver a
standard coverage title policy issued by the underwriter for the Title Company effective as of the
time of Closing, pursuant to the Title Binder with the survey exception deleted (except as to
shortages in area and such deletion being at Purchaser's expense), subject only to the Permitted
Exceptions, (iii) possession of the Property, (iv) evidence of Seller's authority and capacity to close
this transaction as may be required by the Tffie Company, and (v) all other documents reasonably
required by the Title Company to close this transaction
C Purchaser's Closing, Documents At the Closing, Purchaser shall deliver to Seller
at Purchaser's expense 0) (by cashier's check or wire transfer) the Purchase Price with the
Independent Consideration being applied thereto, (n) evidence of Purchaser' s authority and capacity
to close this transaction, and (iii) all other documents reasonably reqmred by the Title Company to
close this transaction
D ~ Costs. Except as otherwise provided herein, all closing costs shall be
assessed by the Title Company and paid by Seller or Purchaser in the manner customary in a
CONTRACT OF SALE PAGE 5
transactton of thts character ~n the county where the Property ~s located
E Prorations. Ad valorem taxes for the then current year shall be prorated at the
Clostng effecttve as of the date of Closing If the Clostng shall occur before the tax rate as fixed for
the then current year, the apporttonment of the taxes shall be upon the basts of the tax rate for the
precedtng year apphed to the latest assessed valuatmn, but any difference an actual.ad valorem taxes
for the year of sale actually pard by Purchaser shall be adjusted between the parttes upon recetpt of
written evtdence of the payment thereof Ifa change ~n use of the Property after Closing results ~n
an tmposltton of addtuonal taxes for prevtous years, such rollback taxes shall be the responslbd~ty
of Purchaser The provts~ons of thts paragraph shall survtve the Closing of thts Contract
F Foreign Person Notfficahon If Seller as a Foreign Person, as defined by the U S
Internal Revenue Code, or tf Seller fails to dehver to Purchaser a non-foretgn affidavit pursuant to
Section 1445 of the Internal Revenue Code, then Purchaser may cause the T~tle Company to
wtthhold from the sales proceeds an amount suffictent to comply with apphcable tax law and dehver
the wtthheld proceeds to the Internal Revenue Servme, together wtth appropriate tax forms The
reqmred affidawt(s) from Seller(s) shall ~nclude (1) a statement that Seller is not a foretgn person,
(2) the U S taxpayer ~dentfficatlon number(s) of Seller(s), and (3) other tnformat~on required by
Sectton 1445 of the Internal Revenue Code
9 Termlnat~on Ifth~s Contract as termtnated by Purchaser pursuant to a right by Purchaser
to do so in accordance with thts Contract, the Independent Consideration shall be promptly prod to
Seller, and the parttes shall have no further obhgatlon or hablhttes one to the other except for those
prowstons whmh expressly survtve tenmnatton ofthts Contract and all lndemmtles set forth in th~s
Contract
10 Default
A Purchaser's Remedaes If Seller fads to close thts Contract due to Seller's default
under thts Contract, Purchaser may elect any of the followtng as its sole remedy (1) enforce specffic
performance ofthts Contract, or (2) terminate and release Seller from thts Contract whereupon thts
Contract shall termtnate and the parttes shall have no further obhgattons hereunder, save and except
those that expressly survtve termtnatton of thts Contract Seller's fadure to satisfy Purchaser's
objections under Sectton 4 above shall not constttute a default by Seller
B Seller's Remedies. If Purchaser shall default under this Contract, Seller may elect
any of the following as ~ts sole remedy (1) enforce specffic performance of thts Contract, or (2)
terminate and release Purchaser from thts Contract, and have the Independent Constderat~on
dtstr~buted by the T~tle Company to Seller, whereupon thts Contract shall terminate and the parttes
shall have no further obhgat~ons hereunder, save and except those that expressly survtve termmatton
of this Contract
11 Inte~ Deleted
CONTRACT OF SALE PAGE 6
12 Miscellaneous Provisions
A Effective Date The term "Effective Date" and the "date of this Contract" as used
herein shall mean the later of the two dates on which this Contract is signed by Seller or Purchaser,
as indicated by their signatures below, which later date shall be the date of final execution and
agreement by the Parties hereto If the last party to execute this Contract fads to complete the date
of execution below that party's signature, the Effective Date shall be the date this fully executed
Contract is acknowledged as received by the Title Company
B Notices. Any notice or communication required or permitted hereunder must be in
writing and shall be deemed to be delivered, whether actually received or not, on the earlier date of
(I) actual receipt, if delivered in person or by messenger or overnight courier with evidence of
delivery, or (ii) transmission of an electronic facsimile transmission ("Fax") with confirmation of
delivery, or (ii1) upon deposit in the United States Mail as required below Notices may be
transmitted by Fax to the Fax telephone numbers specified below, if any Notices delivered by mad
must be deposited in the U S Postal Service, certified mall, return receipt requested, postage prepaid,
and properly addressed to the intended recipient at the address set forth below Any party may
change its address for notice purposes by delivering written notice of its new address to all other
parties in the manner set forth above which notice of change of address will be effective five (5) days
after receipt Copies of all written notices should also be dehvered to the Title Company, bnt failure
to notify the Title Company will not cause an otherwise properly delivered notice to be ineffective
C Mutual Termination If this Contract is terminated by mutual agreement of both
Parties at any time prior to Closing, the obligations of each Party under this Contract shall terminate,
except that each party shall perform any obligations which expressly survive the termination of this
Contract The obligation under this Section 12 C shall survive the termination of this Contract The
terms of any mutual termination agreement will supersede and control over the provisions of this
Section 12 C to the extent of any conflict This Section 12 C does not apply if a party unilaterally
terminates this Contract by virtue of a termination right set forth elsewhere in this Contract
D Attorney's Fees If either Party shall be required to employ an attorney to enforce
or defend the rights of such Party hereunder, the prevailing Party shall be entitled to recover
reasonable attorney's fees and costs
E ~ This Contract contmns the complete agreement between the Parties with
respect to the Property and cannot be varied except by written agreement The Parties agree that
there are no oral or signed agreements, understandings, representations or warranties made by the
parties which are not expressly set forth herein
F Survival Except as otherwise provided in this Agreement, any portion of this
Contract not otherwise consummated at the Closing will survive the closing of this transaction as
a contmmng agreement by and between the Part~es
G ~. This Contract shall inure to the benefit of and bind the Parties hereto
and their respective heirs, representatives, successors and permitted assigns
CONTRACT OF SALE PAGE 7
H Time for Performance Time lS of the essence under each provision of this Contract
Strict compliance with the times for performance is required
I ~ Subject to the provisions of Section 5, upon reasonable advance
notice and during normal business hours, Purchaser and Purchaser's representatives have the right
to enter upon the Property prior to Closing for purposes of viewing, inspecting and conducting
studies of the Property, so long as they do not unreasonably interfere with the use of the Property by
Seller or any tenants, or cause undue damage to the Property
j ~ If any date of performance under this Contract falls on a Saturday,
Sunday or Texas legal holiday, such date of performance shall be deferred to the next day which is
not a Saturday, Sunday or Texas legal holiday
K ~ Law This Contract shall be construed under and governed by the laws
of the State of Texas, and unless otherwise provided herein, all obligations of the parties created
under this contract are to be performed in the county where the Property is located
L Severablilt~ If any provision of this Contract is held to be invalid, illegal, or
unenforceable by a court of competent jurisdiction, the invalid, illegal or unenforceable provision
shall not affect any other provisions, and this Contract shall be construed as if the invalid, illegal,
or unenforceable provision is severed and deleted from this Contract
M ~ This Contract may be executed in a number of identical counterparts
Each counterpart is deemed an original and all counterparts shall, collectively, constitute one
agreement
N Gender, Number Unless the context requires otherwise, all pronouns used in this
Contract shall be construed to include the other genders, whether used in the masculine, feminine
or neuter gender Words in the singular number shall be constraed to include the plural, and words
In the plural shall be construed to include the singular
O ~ Neither party may assign its rights under this Contract without the
express written consent of the other, which consent shall not be unreasonably withheld or delayed,
except that Purchaser may assign its rights hereunder to an affiliate controlled by, controlling, or
under common control with Purchaser, provided the assignee expressly assumes all of the
Purchaser's obligations hereunder in writing, provided, however, no such assignment shall relieve
Purchaser of its obligations hereunder
13 ~ Seller and purchaser agree that the provisions ofthls Section 13 shall expressly
survive the Closing of this Contract purchaser hereby acknowledges the following
a Except as set forth m this Contract, Purchaser is purchasing the Property, and the
Property shall be conveyed and transferred to Purchaser, "AS IS, WHERE IS, AND
WITH ALL FAULTS" and specifically and expressly without any warranties,
representations, or guarantees, either expressed or lmphed, of any kind, nature, or
PAGE 8
CONTRACT OF SALE
type whatsoever from or on behalf of the Seller Purchase acknowledges that it has
not relied, and is not relying, on any ~nformation, document, sales brochures, or other
hterature, maps or sketches, projection, pro forma, statement, representation,
guarantee, or warranty (whether express or implied, or oral or written, or material or
immaterial) that may have been given or made by or on behalf of Seller
b Except as set forth in the Contract or herein, Purchaser shall not be entitled to, and
should not rely on, Seller or its agents as to (a) the quality, nature, adequacy, or
physical condition of the Property, (b) the quality, nature, adequacy, or physical
condition of soils or the existence of ground water at the Property, (c) the existence,
quality, nature, adequacy, or physical condition of any utilities serwng the Property,
(d) the development potential of the Property, its habitability, merchantability or
fitness, suitability, or adequacy of the Property for any particular purpose, (e) the
zomng or other legal status of the Property, (f) the Property's compliance with any
applicable codes, laws, regulations, statutes, ordinances, covenants, conditions, or
restrictions of any governmental or quasi-governmental entity, or of any other person
or entity, (g) the condition of title to the Property, or the nature, status and extent of
any right-of-way, lease, right of redemption, possession, lien, encumbrance, license,
reservation, covenant, condition, restriction, or any other matter affecting title to the
Property
c EXCEPT AS SET FORTH IN THIS CONTRACT, SELLER HAS NOT, DOES
NOT, AND WILL NOT, WITH RESPECT TO THE PROPERTY, MAKE ANY
WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED OR
ARISING BY OPERATION OF LAW INCLUDING, BUT IN NO WAY LIMITED
TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY,
HABITABILITY, OR FITNESS FOR A PARTICULAR USE OR WITH RESPECT
TO THE VALUE PROFITABILITY, OR MARKETABILITY OF THE
PROPERTY
d EXCEPT AS SET FORTH IN THIS CONTRACT, SELLER HAS NOT, DOES
NOT, AND WILL NOT, MAKE ANY REPRESENTATION OR WARRANTY
WITH REGARD TO COMPLIANCE WITH ANY ENVIRONMENTAL
PROTECTION, POLLUTION, OR LAND USE LAWS, RULES, REGULATIONS,
ORDERS, OR REQUIREMENTS INCLUDING, BUT NOT LIMITED TO, THO SE
PERTAINING TO THE HANDLING, GENERATING, TREATING, STORING, OR
DISPOSING OF ANY HAZARDOUS WASTE OR SUBSTANCE
e Purchaser has had and vail have, pursuant to this Contract, an adequate opportunity
to make such legal, factual, and other ~nqmrles and investigations as it deems
necessary, desirable, or appropriate wah respect to the Property Such inquiries and
lnvemgat~ons of Purchaser shall be deemed to include, but shall not be hmited to, the
condition of the Property, the existence of any wood-destroying organisms on the
Property, such state of facts as an accurate survey and inspection would show, the
present and future zoning ordinances, resolutions, and regulations of the mty, county,
CONTRACT OF SALE PAGE 9
and state where the Property ~s located, the avmlabthty of utfl~Ues, and the value and
marketabd~ty of the Property
14 ~ Seller and Purchaser agree that the prows~ons ofth~s Sectmn 14 shall
expressly surwve the Closing ofth~s Contract
W~thout m any way hm~tlng the generahty of the prece&ng paragraphs a through e
of Section 13, Purchaser specffically acknowledges and agrees that ~t hereby wmves,
releases, and d~scharges, and that ~ts clomng of the purchase contemplated herren
shall be deemed to be and to consUtute a wmver, release, and &scharge of, any clmm
or cause of actmn ~t has, m~ght have had, or may have agmnst Seller, for any type of
rehef, whether at law or ~n eqmty, w~th respect to the condltton of the Property, either
patent or latent, ~ts abthty or ~nabfltty to obtain or mmntmn bmld~ng permits,
temporary or final certtficates of occupancy, or other hcenses for the development or
use of the Property, the actual or potential profits to be derived from the Property,
the real estate taxes or assessments now or hereafter payable thereon, the comphance
w~th any enwronmental protectton, pollution, or land use laws, rules, regulations, or
reqmrements, and any other state of facts which ex~st with respect to the Property
EXECUTED on the dates stated below
SELLER PURCHASER
Locust/288 Partners, Ltd The C~ty of Denton, Texas,
a Texas hm~ted partnershtp a Texas mumc~pal corporaUon
By NOPO, LL C, ~ts General Partner y/~~/~,/4 ~ /
By ' ~ __a~ B
Title M~ager Title Cl~M~ager//
Address 5137 Daws Blvd Address 215~ Mci[ ~ey
Fo~ Womb, Texas 76180 De,on, Te[~ s 7620
Telephone (817) 281-3509 Telephone (940) 349-8307
F~Nmber (817) 656-0719 FaxNmber (940) 382-7932
Date of Execution ~/~o°~ Date of Execution
CONTACT OF
TITLE COMPANY ACCEPTANCE The Title Company acknowledges receipt of the Earnest
Money on ~S~,IL~-(date) from ~O~,~ ~ ~,.o.p~9~ in the amount
of $_ ] 0 O, °°t '~n the form of and accepts the Independent
Consideration subject to the terms and condtt~ons of this Contract
TITLE COMPANY
American Txtle Company
Address 717N Harwood
2610 Maxus Energy Tower
Dallas, Texas 75201
Telephone (214) 969-5300
Fax Number (214) 969-5348
WDK#11 I/A \ND Loc288 CtyDent K04 wpd
PAGE 1 1
CONTRACT OF SALE
, i
I EXHIBIT "A" ~ '{ ~
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707 01118
Speei~! W~rr~nt~ Deed
Dated to be Effective October 27, 2000 10~
Grantor Locust/288 Partners, Ltd, a Texas htmted partnerslup
Grantor's Mluhng Address $137 Daxas Bird
Fort Worth, Tarrant County, Texas 76180
Grantee The City of Denton, a Texas mumapal corporation
Grantee's Mmimg Address 215 E McI~dnney Street
Denton, Denton County, Texas 76201
Consideration Ten and no/100 Dollars ($10 00) and other good and valuable consideration
Property (including any improvements) 3 955 Acres of land, more or less, out of the Thomas
Toby Survey, Abstract No 1288, Denton County,
Texas, being the same lands described on Exlubit "A"
attached hereto and made a part hereof for all
purposes
Reservatwns from Conveyance None
Exceptions to Conveyance and Warranty Those Exceptions to Conveyance and Warranty set
forth on Exlubit "B" attached hereto and made a part
hereof for all purposes
Grantor, for the Cons~der~tion and subject to the Reservations from Conveyance and the F. xcept~ons
to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together vath all
and singular the nghts and appurtenances thereto in any way belonging, to have and to hold it to
Grantee ~ Grantee's lints, successors, and assigns forever Grantor binds Grantor and Grantor's
he,rs and successors to warrant and forever defend all and singular the Property to Grantee and
Grantee's heirs, successors, and assigns agmnst every person whomsoever lawfully clmnung or to
clntm the sabra or any part thereof when the dam is by, through, or under Grantor but not othervase,
except as tO the Reservations from Conveyance and the Exceptions to Conveyance and Warranty
When the context requires, singular nouns and pronouns include the plural
[ 707 01119
GRANTOR
LocustJ288 Partners, Ltd, a Texas lmuted partnership
By NOPg, ~ habfi~ty company,
its 8enervartner ' ~________.~
By % ,,,t
Lee J Schrmt~, Manager
STATE OF TEXAS )
COUNTY OF TARRANT )
Th~s instrument was acknowledged before me on ~ ~-/~/.~9oc3 by Lee J Schtmtt,
Manager ofNOPO, L L C, a Texas hn~ted habfltty company, general partner of Locust/288 Partners,
' d
Ltd, a Texas htmted partnership, on behalf of smd hnuted habfi~ty company, on behalf of amd litmte
Notary P~ohc, State of Texas
q707 01120
EXHIBIT "A'
3 955 ACRES OF LAND, MORE OR LESS, SITUATED IN THE THOMAS TOBY SURVEY,
ABSTRACT NO 1258, CITY OF DENTON, DENTON COUNTY, TEXAS, SAID TRACT OF
LAND ALSO BEING A PORTION OF A PARCEL OF LAND AS DEEDED TO LOCUST/2$8
PARTNERS, LTD RECORDED IN COUNTY CLERK'S NO 99-0025993 OF THE DEED
RECORDS OF DENTON COUNTY, TEXAS, SAID 3 955-ACRE TRACT BEING ALL OF THE
4 874-ACILE TRACT DESCRIBED AS TRACT A, BELOW, SAVE AND EXCEPT THE 919-
ACRE TRACT DESCRIBED AS TRACT B, BELOW SAID, TO WIT
Tract A:
A TRACT OF LAND SITUATED IN THE THOMAS TOBY SURVEY, ABSTRACT NO 1288,
CITY OF DENTON, DENTON COUNTY, TEXAS, SAID TRACT OF LAND ALSO BEING A
PORTION OF A PARCEL OF LAND AS DEEDED TO LOCUST/288 PARTNERS, LTD
RECORDED IN COUNTY CLERK' S NO 99-0025993 OF THEDEEDRECORDS OFDENTON
COUNTY, TEXAS, SAID TRACT OF LAND BEING DESCRIBED BY METES AND BOUNDS
AS FOLLOWS
COMMENCING AT A POINT BEING THE MOST SOUTHERLY SOUTHEAST CORNER OF
TRACT I AS DEEDED TO LOCUST/288 PARTNERS, LTD RECORDED IN COUNTY
CLERK'S NO 99.0025993 OF SAID DEED RECORDS AND ALSO BEING THE SOUTHWEST
CORNER OF LOT 2, BLOCK A, SANDLIN ADDITION AS RECORDED IN CABINET O,
SLIDE 132 OF THE DEED RECORDS OF DENTON COUNTY, TEXAS, FROM SAID POINT,
A FOUND I~A INCH IRON ROD BEARS SOUTH 01 DEGREE 06 MINUTES 21 SECONDS
WEST, A DISTANCE OF 0 50 FEET, THENCE NORTH 89 DEGREES 09 MINUTES 06
SECONDS IWEST, ALONG THE SOUTH LINE OF SAID TRACT I, A DISTANCE OF 773 02
FEET TO A SET 5/8 INCH CAPPED IRON ROD ("BHB INC'), BEING THE POINT OF
BEGINNING;
THENCE NORTH 89 DEGREES 09 MINUTES 06 SECONDS WEST, ALONG THE SOUTH
LINE OF S~dI) TRACT I, PASSING AT 200 76 FEET A FOUND ~ INCH IRON ROD AND
CONTINUING- IN ALL, A DISTANCE OF 499 08 FEET TO FOUND 1/2 INCH mON ROD
BEING TI~ MOST SOUTHERLY SOUTHWEST CORNER OF SAID TRACT I,
THENCE NORTH 00 DEGREES 48 MINUTES 37 SECONDS EAST, ALONG A WEST LINE
OF SAID TRACT I, A DISTANCE OF 124 87 FEET TO A SET 5/8 INCH CAPPED mON ROD
("mm INC"),
THENCE NORTH 22 DEOREES 46 mn, a. rrEs 29 sEcoNDs WEST, ALONG A WEST
OF SA_ID ~ACT I, A DISTANCE OF 207 56 FEET TO A FOUND ½ INCH IRON ROD,
THENCE I~ORTH 00 DEGREES 43 MINUTES 12 SECONDS EAST, A DISTANCE OF 99 40
FEET TO A SET 5/g INCH CAPPED mON ROD ("BHB INC") AT THE BEGINNING OF A
101 01121
NON-TANGENT CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 325 00 FEET,
A DELTA ANGLE OF 13 DEGREES 2(5 MINUTES 18 SECONDS, A CHORD LENGTH OF
76 05 FEET AND A CHORD BEARING OF SOUTH 82 DEGREES 19 MINUTES $0 SECONDS
EAST,
THENCE EAgTERLY, ALONG SAID CURVE, AN ARC LENGTH OF 76 23 FEET TO A SET
5/$ INCH CAPPED IRON ROD ("BHB INC") AT THE BEGINNING OF A CURVE, CONCAVE
NORTHERLY, HAVING ARADIUS OF 375 00 FEET, ADELTA ANGLE OF 13 DEGREES 26
M1NUTES 18 SECONDS, A CHORD LENGTH OF $7 75 FEET AND A CHORD BEARING OF
SOUTH g2 DEGREES 19 MINUTES 50 SECONDS EAST,
THENCE E~_STERLY, ALONG SAlD CURVE, AN ARC LENGTH OF 87 95 FEET TO A SET
5/$ INCH CAPPED IRON ROD ("BHB INC'),
THENCE SOUTH $9 DEGREES 02 MINUTES 59 SECONDS EAST, A DISTANCE OF 415 89
FEET TO A SET 5/S INCH CAPPED IRON ROD ("BHB INC"),
THENCE SOUTH 00 DEGREES 15 MINUTES 49 SECONDS WEST, A DISTANCE OF 394 26
FEET TO THE POINT OF BEGINNING CONTAINING 212310 SQUARE FEET OR 4S74
ACRES,
SAVE AND EXCEPT
Tract B.
A TRACT OF LAND SITUATED IN THE THOMAS TOBY SURVEY, ABSTRACT NO 1288,
DENTON COUNTY, TEXAS, BEING THE SAME TRACT OF LAND AS DEEDED TO THE
CITY OF DENTON RECORDED IN VOLUM~ 556, PAGE 434 OF THE DEED RECORDS OF
DENTON COUNTY, TEXAS, SAID TRACT BEING DESCKIBED BY METES AND BOUNDS
AS FOLLOWS
COMMENCING AT APOINT BEING THE MOST SOUTHERLY SOUTHEAST CORNER OF
TRACT I ,AS DEEDED TO I,OCUST/285 PARTNERS, LTD RECORDED IN COUNTY
CLERK'S NO 99-0025993 OF SAID DEED KECOKDS AND ALSOBEINGTHE SOUTHWEST
COKNEK OF LOT 2, BLOCK A, SANDLIN ADDITION AS RECORDED IN CABINET O,
SLIDE 132 OF THE DEED RECORDS OF DENTON COUNTY, TEXAS, FROM SAID POINT,
A FOUND' ½ INCH IKON KOD BEARS SOUTH 01 DEGREE 06 MINUTES 21 SECONDS
WEST, A DISTANCE OF 0 $0 FEET, THENCE NORTH 89 DEGREES 09 MINUTES 06
SECONDS ~EST, ALONG TH~ SOUTH LINE OF SAID TKACT I, A DISTANCE OF 973 78
FEET TO AFOUND lzl IRONROD, THENCE NOKTH 01 DEGREE 13 MINUTES 57 SECONDS
WEST, A DISTANCE OF 62 13 FEET TO A FOUND ½ INCH IRON ROD, BEING THE POINT
OF BEGINNING,
THENCE NORTH $9 DEGREES 04 MINUTES 16 SECONDS WEST, ALONG THE SOUTH
LINE OF SAID CITY OF DENTON TRACT, ADISTANCE OF 200 02 FEET TO AFOUND ½
INCH IKON ROD,
[ 707 01122
TH~NCENORTH 00 DEGREES 54 MINUTES 05 SECONDS EAST, ALONG THE WEST LINE
OF SAID CITY OF DENTON TRACT, A DISTANCE OF 200 01 FEET TO A FOUND ½ INCH
IRON ROD,
THENCE SOUTH 89 DEGREES 03 MINUTES 33 SECONDS EAST, ALONG THE NORTH
LINE OF SAID CITY OF DENTON TRACT, ADISTANCE OF 200 16 FEET TO AFOUND ½
INCH IRON ROD,
THENCE SOUTH 00 DEGREES $6 MINUTES 33 SECONDS WEST, ALONG THE EAST LINE
OF SA/D CITY OF DENTON TRACT, A DISTANCE OF 199 97 FEET TO THE POINT OF
BEGINNINO CONTAINING 40,017 SQUARE FEET OR 0 919 ACRE
t lO1 01123
EXHIBIT "B"
Exceptions to Conveyance and Warranty
The following Excepuons to Conveyance and Warranty
(1) Prehrmns~ Plst, covering the Property, and other lands, approved by the Planmng
and Zomng Conmusmon of Denton on April 12, 2000,
(2) Easement, dated September 21, 1967, from R M Evers to the City of Denton,
recorded m Volume 556, Pai~e 433, Deed Records, Denton County, Texas,
(3) Easement, dated janumy 22, 1947, to Texas Power & L~ght, recorded m Volume 336,
Page 155, Deed Records, Denton County, Texas, and
(4) Easement, dated October 15, 1981, from AF Evers, Jr, to the City of Denton,
recorded m Volume ll0?, Page 353, Deed Records, Denton County, Texas
0112
OCT 3 1 2000
Please Record and Return to
City of Denton ~~U~
215 E. McKlnney Street COUNTYCLERK
Denton, Texas 76201 D~NIONCOUNTYTEXAS
Filed for Record in:
DENTON COUNTY, TX
CYNTHIA NITCHELL, COUNTY
CLERK
On Oct 31 8000 At ll:59am
Doc/N~m : 80-R81054P8
Doo/TxPe · WD
Recording: 15 88
Doc/Mgmt : 6 00
Receipt #: 44465
Deputy - Jane