Loading...
2000-322 O OINANCE NO AN ORDINANCE OF THE CITY OF DENTON, TEXAS ~PROV~G A ~ ESTATE CONTACT BETWEEN THE CITY OF DENTON A~ FLATIRON C~B~A I, L P, ~LATING TO THE p~CHASE OF LOT 1, BLOCK 1, FOOD LION T-2 ~DITION, LOCATED ~ THE BBB & CRR CO S~VEY, ~ST~CT NO 186, DENTON, CO~TY, TE~S, CONSIST~G OF ~PROXIMATELY ~07 AC~S OF L~, TOGETHER ~TH IMPROVEMENTS, FOR USE AS A LIBBY A~ OTHER p~LIC FACILITIES, AUTHO~Z~G THE E~E~IT~ OF F~S THE~FO~, ~ PROVID~G ~ EFFECTIVE DATE THE CO~CIL OF THE CITY OF DENTON, TEXAS HE'BY O~A~S a er is hereby authorized to execute a Real Estate Con~act ~N [ ~e C~ty ~ [.g _ · x ~ m subst~tmlly the fo~ of the Real Estate between the City ~d Flatiron umvna ~, ~ ~, Con~act w~ch Is at~ched hereto ~d made a p~ of thts ordtn~ce for all pu~oses, for the purchase of approximately 4 07 acres of l~d for use as a hbr~ ~d other pubhc famhties S~CTION ~ The City M~ager is authorized to make the expenditures as set fo~ in the attached Real Estate Contract SECTION } This ordm~ee shall become effective immediately upon its passage ~d approval PASSED A~ ~PROVED this the/~ ~ day of (?~~ _ 2000 EUL~E BROCK, MAYOR ATTEST ' JENNIFER WALTERS, CITY SECRETARY HERB~~RNEY C \TEMPXDento~PS¢ontract d~ REAL ESTATE CONTRACT STATE OF TEXAS COUNTY OF DENTON THIS CONTRACT OF SALE is made by and between Flatiron Cambria I, L P, a Delaware lffmted partnership, (hereinafter referred to as "Seller") and CITY OF DENTON, TEXAS, a home rule mumc~pahty, of Denton, Denton County, Texas, (hereinafter referred to as "Purchaser"), upon the terms and conditions set forth herein PURCHASE AND SALE 1 Seller hereby sells and agrees to convey, and Purchaser hereby purchases and agrees to pay for all that certmn tract, lot or parcel of land located m Denton County, Texas, more particularly described in Exhibit "A" attached hereto, together with all buildings and other improvements situated on such land, all fixtures and other property affixed thereto and all rights and appurtenances pertaining to the sa~d property, ~ncludlng any right, title and interest of Seller in and to adjacent streets alleys or rights-of-way (all of such real property, rights, and appurtenances being hereinafter referred to as the "Property"), for the consideration and upon and subJeCt to the terms, provisions, and conchtions hereinafter set forth pURCHASE PRICE 1 Amount of Purchase Price The purchase price for the Property shall be the sum of One Million T~o Hundred Fifty-Thousand Dollars and No Cents ($1,250,000 00) 2 Payment of Purchase Price. The full amount of the Purchase Price shall be payable in cash at the closing INDEPENDENT CONSIDERATION Contemporaneously with the execution of this Agreement, Purchaser hereby delivers to Seller and Seller hereby acknowledges the dehvery of a check in the amount of $150 00 (the "Independent Consideration"), which amount the parties bargained for and agreed to as consideration for Seller's grant to Purchaser of Purchaser's exclusive right to purchase the Property pursuant to this Agreement and for Seller's execution, dehve~ and performance of this Agreement The Independent Cons~deration is in addatlgn t~ and independent of any other consideration or payment provided in this Agreemen, is non-refundable, and shall be retained by Seller notwithstanding any other prows~on of this Agreement Page 1 of l0 PURCHASER'S OBLIGATIONS The obhgatlons 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 pa~t by Purchaser at or prior to the closing 1 Prehmmary Title ReporL W~thln twenty (20) days after the date hereof, Seller, at Seller's sole cost and expense, shall have caused the T~tle Company (hereinafter defined) to Issue an owner's pohcy commitment (the "Commitment") accompamed by copies of all recorded documents relating to easements, rights-of-way, etc, affecting the Property Purchaser shall g~ve Seller written not~ce on or before the exp~raUon of ten (10) days after Purchaser receives the Commitment that the condmon of t~tle as set forth ~n the Commitment is or is not satisfactory In the event Purchaser states the condmon of utle ~s not satisfactory, Seller may, at Seller's option, promptly undertake to ehm~nate or modify all unacceptable matters to the reasonable satisfaction of Purchaser Purchaser understands that Seller is under no obligation to cure any t~tle defects complained of by Purchaser stated m Purchaser's written not~ce to Seller as prowded ~n th~s paragraph In the event Seller is unable or unwdhng to do so w~thm ten (10) days after receipt of written notice, Purchaser, at its option may, by written not~ce to Seller, elect to terminate this Agreement (m which event the obhgat~ons of the parties to sell and purchase the property under this Agreement shall be null and vmd), grant Seller (if and to the extent Seller requests in wnung) additional time to cure, or proceed to closing If Purchaser proceeds to closing all objections to title matters shall be deemed wmved and all t~tle matters shall be deemed sausfactory to Purchaser 2 Survey Seller shall provide Purchaser the survey plat by A J Bedford, RPLS No 4132, Dated December 17, 1997, last revised February 1998, as job no 042-21-97 Should an update be reqmred by e~ther Purchaser or Title Company, the updated survey cost shall be at the Purchaser's sole cost and expense Purchaser will have ten (10) days after receipt of the survey to review and approve the survey In the event the survey ~s unacceptable, then Purchaser shall within the ten (10) day period, g~ve Seller written notice of th~s fact Seller may, at Seller's option, promptly undertake to eliminate or modify the unacceptable portions of the survey to the reasonable saUsfact~ons of Pumhaser Purchaser understands that Seller ~s under no obligation to cure any survey defects complmned of by Purchaser stated in Page 2 of 10 Purchaser's written notice to Seller as prowded in this paragraph In the event Seller is unable or unw~lhng to do so within ten (10) days after receipt of written notice, Purchaser, at ~ts option may, by written notice to Seller, elect to terminate this Agreement 0n which event the obhgatlons of the parties to sell and purchase the Property under this Agreement shall be null and void), grant Seller (if and to the extent Seller requests in writing) adcht~onal t~me to cure, or proceed to closing If Purchaser proceeds to closing, all object~ons to survey matters shall be deemed waived and all survey matters shall be deemed satisfactory to Purchaser Stuches Seller shall furnish Purchaser full copies of any and all studies orts covenng the property (including but not limited to and rep . -. -~-~. to the actual conscious knowledge of environmental site assessments) mai, - Larry Goland, as representative of Seller, are ~n the possession of Seller Seller, however, makes no representations or warranties of any kind w~th respect thereto Purchaser shall have twenty (20) days after the date hereof (herein called the "Inspection Period") to enter upon the Property, and to cause authorized representatives of Purchaser to enter upon the Property, to perform a physical and mechanical inspection of the Property Purchaser shall make ~ts inspections in good faith and with due diligence Seller hereby reserves the right to have a representative present at the time of mal~ng any such ~nspectlon Promptly upon completion of any physical or mechanical inspection, test or study of the Property, Purchaser shall restore the Property to substantially the same condition as existed prior to such inspection, test or study Purchaser agrees to indemnify and hold Seller harmless of and from any and all liability or damage sustained by Seller caused as a result or arising out of any inspections by Purchaser or ~ts authorized representatives pursuant to this paragraph In the event Purchaser determines, m Purchaser's sole and absolute dlscreUon, that the Property is deflment in any respect, Purchaser may (as its sole and exclusive remedy) terminate th~s Agreement by notice in writing to Seller at any time dunng the InspecUon Period In the event of such termination, the parties shall have no further right or obhgat~on hereunder, except those rights and obhgat~ons which survive termination, and Purchaser wdl return to Seller all records, reports and other matermls obtained by Purchaser relatmg to the Property Upon expiration of the Inspection Period, Purchaser shall be deemed to have accepted the Property in is present condition Purchaser's obligations set forth in th~s paragraph shall survive the closing or termination of this Agreement 3 Seller's Comphance Seller shall have performed, observed, and complied ~lth all of the coven-ants, agreements, and conditions required by this Agreement to be performed, observed, and complied with by Seller prior to or as of the closing Page 3 of 10 REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to purchaser, to the best of ~ts current actual knowledge, as follows, whtch representauons and warranUes shall be deemed made by Seller to Purchaser also as of the closing date 1 There are no pafues m possession of any port,on of the Property as lessees, tenants at sufferance, or trespassers 2 Except for the prior actions of Purchaser there ~s no pending or threatened condemnation or s~rmlar proceedmg or assessment or stat, affecting tttle to the Property, or any part thereof, and Seller has not received any written nottce of any such proeeedmg or assessment contemplated by any governmental authority 3 Except as set forth tn materials dehvered to Purchaser by Seller pursuant to thts Agreement, no toxtc or hazardous wastes or materials have been dtsposed of or released on or wtthm the Property by Seller Such toxic or hazardous wastes or materials include, but are not hm~ted to, hazardous materials or wastes as same are dehned by the Resource ConservaUon and Recovery Act (RCRA), as amended, and the Comprehensive Enwronmental Response Compensation and Ltabdlty Act (CERCLA), as amended Any and all rights of action of Purchaser for any breach by Seller of a representaUon or warranty under th~s Agreement shall merge wtth the deed dehvered at the closing, shall terminate at the closing and shall not survtve the closing "Knowledge" of Seller means actual, conscious knowledge of Larry Goland CLOSING The c|osmg shall be held at the ofhce of Texas T~tle Company (the "T~tle Company"), 2215 South Loop 288, State 320, Denton, Texas on or before October 13t~, 2000 (whtch date ts here~n referred to as the closing ua ) The closing date may be extended by mutual written agreement of the part~es It ~s spec~hcally understood ~d a~eed by the p~es hereto that the closing date ~s of upmost ~mpo~ance to Seller ~d serves as p~ml consideration for the Purchase Price set fo~h helm ~ the closing does not occur on the closing date, Seller may te~nate th~s Agreement by not,ce m writing to Purchaser and the pa~es shall have no fu~her right or obhgaUon hereunder, except those rights and obllgat~ons which su~ve temnaUon Page 4 of 10 CLOSING REQUIREMENTS I Seller's Re mrements At the closing Seller shall A Deliver to Purchaser a duly executed and acknowledged Special Warranty Deed conveying good and indefeasible title in fee simple to all of the Property, free and clear of any and all liens, encumbrances, conditions, assessments, and resmctlons, except for the following 1 General real estate taxes for the year of closing and subsequent years not yet due and payable, and 2 Any exceptions approved by Purchaser pursuant to Purchaser's Obh ations hereof, and 3 Any exceptions approved by Purchaser in wnung, and 4 Matters of record set forth on Schedule B or (to the extent not removed) Schedule C of the Commitment B Deliver to Purchaser a Texas owner' s Policy of Title Insurance at Seller's sole expense, issued by Texas Title Company, Denton, Texas, (the "Title Company"), in Purchaser's favor in the full amount of the purchase price, lnsunng Purchaser's fee simple title to the Property subject only to those title exceptions listed in Closm Re mrements hereof, such other exceptions as may be approved m writing by Purchaser, and the standard pnnt, ed f exceptions contmned in the usual form of Texas Owner s Policy o Title Insurance, provided, however 1 The boundary and survey exceptions shall be deleted if required by Purchaser, and if so required, the costs and obligation to satisfy the Title Company associated with same shall be borne by Purchaser, 2 The exception as to restrictive covenants shall be endorsed "None of Record" except for restncUve covenants among those described under "_Seller, s " ve ~ abo 3 The exception as to liens encumbenng the Property shall be endorsed "None of Record" other than Page 5 of 10 those set forth ~n "Purchaser's Obhgatlons" or "Seller's Re mrements" above 4 The exception for taxes shall be hm~ted to the year of closing and shall be pa~d or endorsed "not yet due and payable" C Dehver to purchaser possession of the Property on the day of closing 2 Purchaser's Reqmrements. Purchaser shall pay the cons~deration as referenced in the "Purchase Price" section of this contract at Closing ~n ~mmechately avmlable funds 3 ~ Seller shall pay all taxes assessed by any tax jurisdiction through the date of the Closing All other costs and expenses of closing m consummating the sale and purchase of the Property not specifically allocated here~n shall be borne by the respective pames lncumng~such expenses REAL ESTATE COMMISSION To the extent e~ther party has agreed m writing to pay any real estate commiss~on occasioned by the consummation of this Agreement such party agrees to lndemmfy and hold harmless the other party from any and all such clmms for commissions BREACH BY SELLER In the event Seller shall fad to fully and t~mely perform any of its obhgat~ons hereunder or shall frei to consummate the sale of the Property except Purchaser's default, Purchaser as ~ts sole and exclusive remedy may e~ther enforce specific performance of this Agreement by filing stat therefore and deposlt~ng the purchase price into the registry of the Court on or before January 31, 2001, or terminate th~s Agreement by written not,ce dehvered to Seller BREACH BY PURCHASER In the event Purchaser should fail to consummate the purchase of the Property, the conditions to Purchaser's obhgat~ons set forth ~n PURCHASER'S OBLIGATIONS hawng been satisfied and Purchaser being m default, Seller as its sole and exclusive remedylmay enforce specific performance of this Agreement by filing stat therefore and depositing the specml warranty deed required hereunder ~nto the registry of the court on or before January 31, 2001, or terrmnate this Agreement by written not,ce dehvered to Purchaser Page 6 of 10 CONDITION OF PROPERTY NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, SET~I.ER AND ITS PARTNERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY NATURE OR KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE PROPERTY AND pURCHASER ACKNOWLEDGES THAT THE PROPERTY IS BEING SOLD "AS IS" AND "WITH ALL FAULTS", WITHOUT ANY REPRESENTATION OR WARRANTY BY SELLER OR ITS CURRENT OR FORMER PARTNERS OR AGENTS OR ANY OTHER PERSON OR ENTITY EXCEPT AS EXPRESSLY SET FORTH IN TI-~S AGREEMENT, NEITHER SELLER NOR ITS CURRENT OR FORMER PARTNERS HAVE MADE, NOR DO ANY OF THEM HEREBY MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE EXISTENCE, SIZE, OWNERSHIP OR CONDITION OF THE PROPERTY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY REGARDING QUALITY OF CONSTRUCTION, WORKMANSHIP, MERCHANTABILITY, pAYMENT OF AD VALOREM TAXES, FITNESS FOR ANY PARTICULAR PURPOSE, ENVIRONMENTAL CONDITION, COMPLIANCE WITH ENVIRONMENTAL OR OTHER LAWS, INCOME TO BE DERIVED THEREFROM OR EXPENSES TO BE INCURRED WITH RESPECT THERETO, AND PURCHASER ACKNOWLEDGES THAT pURCHASER IS BUYING THE PROPERTY WITHOUT RELYING UPON ANY SUCH STATEMENT OR REPRESENTATION MADE BY SELLER, ITS CURRENT OR FORMER PARTNERS OR AGENTS, OR ANY OTHER PERSON OR ENTITY pURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE PURCHASER OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF ITS CONSULTANTS IN puRCHASING THE PROPERTY NOTHING HEREIN SHAI JL PRECLUDE puRCHASER FROM EXERCISING ANY RIGHTS OR CLAIMS IT MAY HAVE AGAINST SELLER'S PREDECESSORS IN TITLE pURCHASER ACKNOWLEDGES THAT THIS PROVISION SHALL BE INCORPORATED INTO THE SPECIAL WARRANTY DEED TO BE DELIVERED AT CLOSING MISCELLANEOUS PROVISIONS 1 Assignment of Agreement Th~s Agreement may not be assigned by Purchaser without the express written consent of Seller 2 Surwval of Covenants Except as expressly set forth hereto, 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 t~me following the closing of the transacttons contemplated hereby shall surwve the closing and shall not be merged thereto Page 7 of 10 3 Nottce.. Any notice required or permitted to be dehvered hereunder shall be deemed received when sent by Umted States mall, postage prepaid, certtf~ed mall, return receipt requested, addressed to Seller or Purchaser, as the case may be Seller's agent for purposes of not~ce shall be Flat~ron Cambria I L P, c/o Credit Smsse F~rst Boston Corp, Eleven Madison Avenue, New York, New York, 10010, w~th a copy to Thompson & Kmght L L P, 1700 Pacific Avenue, State 3300, Dallas, Texas, 75201, Attn Knsty Freeman Purchaser's agent for the purposes of not~ce shall be Paul W~lhamson, R~ght-of-Way Agent, C~ty Hall West, 221 North Elm Street, Denton, Texas, 76201 4 ~ Th~s Agreement shall be construed under and ~n accordance with the laws of the State of Texas, and all obbgat~ons of the part,es created hereunder are performable ~n Denton County, Texas 5 Part,es Bound Th~s Agreement shall be binding upon and mute to the benefit of the part~es and their respective legal representatives, successors and assigns where permitted by this Agreement 6 _Legal Construction_ In case any one or more of the prows~ons contained m th~s Agreement shall for any reason be held to be ~nvabd, dlegal, or unenforceable m any respect, smd invalidity, ~llegahty, or unenforceab~hty shall not affect any other prows~on hereof, and th~s Agreement shall be construed as ~f the mvahd, ~llegal, or unenforceable prows~on had never been contmned herein 7 Prior Agreements Superseded Th~s Agreement constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the part~es respecting the w~th~n subject matter 8 T~me of Essence T~me ~s of the essence ~n th~s Agreement In the event any date provided under th~s Agreement for performance of an obbgat~on or expiration of a t~me period ~s a Saturday, Sunday or legal hohday, the obhgat~on shall be performed or the t~me period shall expire, as the case may be, on the next succeeding business day 9 Gender. Words of any gender used m th~s Agreement shall be held and construed to ~nclude any other gender, and words m the singular number shall be held to ~nclude the plural, and wce versa, unless the context requires otherwise 10 ~ In accordance w~th the reqmrements of the Texas Real Estate L~cense Act, Purchaser ~s hereby advised that ~t should be furnished w~th or obtmn a pohcy of t~tle ~nsurance or Purchaser should have the Page 8 of 10 abstract covenng the Property examined by an attorney of Purchaser's own selection 11 T~me Drmt In the event a fully executed copy of th~s Agreement has not been returned to Purchaser w~thm ten (I0) days after Purchaser executes this Agreement and dehvers same to Seller, Purchaser shall have the right to terminate this Agreement upon written not~ce to Seller DATED this /~7~-~ day of ~~_, 2000 PURCHASER C~ty Man~er L 215 E M~n~ Denton, Texas 76201 ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM SELLER FLATIRON CAMBRIA I,L P By Flatiron Cambria, L L C Its General Partner By PTG Holdings, Inc Its Managl~.~y ipi~name) T~tle Page 9 of 10 ACKNOWLEDGMENT THE STATE OF § COUNTY OF § This instrument was acknowledged before me on ~/~ ,2000 by Notary Pubhc, ~n and for the State of Seller's Address My ~ Flat~ron Cambria, I L P Credit Su~sse First Boston Corp Eleven Madison Avenue New York, New York 10010 Page 10 of 10 HO 768 P 8/8--- - SEP 8 2000 2 43PM THOMPSOH & KNIGHT 21 EXHIBIT A Store No, 1128 Denton County, Texas BEING a tract of land sit.ted ,n the BBB & CRR Company Survey, Abstract Number 186 in the City of Denton, Denton Count~, 'l'¢xas and, being all of LOT 1, BLOCK I of FOOD LION T.2 ADDITION ~ adclttion to thc Ci~ of Denton acco~l~ to ~c plat recorded ia Cubing 'T'. P~gc 61 ct' ~a Plat R~cords of Denton County, Tex~ (P~CT) ~d b~mg mor~ pa~ioularly d~cnb~d ~ follow~: BEG~O ~t ~ "X" out in concr6t~ s~ for the no~w~t com~ of said Lot l, Bilk 1 and being l~atad at ~s point of intcrscction of the south right-of-way linc of Wmd~r Dgv~ (an 80 fg~t wida right-of-way) with Ihs e~t gg~t~of, way lm~ ofNoRh ~cust THENC~ along th* sou~ right-of-way linc ofsl~d Windsor Dnvs, SOU~ 898 40' 30" EAST a &s~ce cfa31 89 feet to ~ 5/8 tach ~ron r~ found for th~ no.east comer of said Lot 1,, Bl~k 1; THENC~ d~aR~g th~ south right.of-way linc of sa~d Windsor Drive, SOUTH 008 51' ~5" ~ST a distan~ of 413,76 f~t to a 5/8 tach ~ron rod sot for th~ sou~sst comer sl~d Lot I.~ Block 1; THENC~NORTH 898 18' ~5" WEST a d~s~ano~ of 427 78 fe~t ~ a 5/8 inch i~n ~d for the ~u~wast comer of sa~d ~t 1, Block 1 and ~mg l~alod m thg a~t right-of-way bna of sad No~ Locust ~ENCEI along the ~ait rlghl.of-way bna of sa~d ~o~h Locust Sw~e~, NORTH 00g 17' Thls document is being re-r~c~r~ed f0~P~.~rpose of correcting Exhibit "A" ~~S O 198~ SPECIAL WARRANTY DEED ~ 1O0813 THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS THAT COUNTY OF DENTON § FLATIRON CAMBRIA I, L P (hereinafter called "Grantor"), for and in consideration of the sum of Ten Dollars ($10 00) and other valuable consideration paid to Grantor by CITY OF DENTON (hereinafter called "Grantee"), the receipt and sufficiency of which are hereby acknowledged, does hereby GRANT, SELL, CONVEY, ASSIGN and DELIVER to Grantee the real property located in Denton County, Texas and more particularly described in Exhibit A attached hereto and made a part hereof, together with all bmldlngs and other improvements situated thereon, all fixtures and other property affixed thereto and all right, title and interest of Grantor in and to adjacent streets, alleys and rights-of-way (all of the foregoing hereinafter called the "Property"), subject to the encumbrances described m Exhibit B attached hereto and made a part hereof (hereinafter called the "Permatted Encumbrances") TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee, its successors and assigns, forever, and Grantor does hereby bind itself and its successors to warrant and forever defend all and singular the Property unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming, or to clmm the same, or any part thereof by, through or under Grantor, but not otherwise, subject, however, to the Permitted Encumbrances NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, GRANTOR AND ITS PARTNERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY NATURE OR KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE PROPERTY AND GRANTEE, BY ACCEPTANCE OF THIS DEED, ACCEPTS THE PROPERTY "AS IS" AND "WITH ALL FAULTS", WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY BY GRANTOR OR ITS CURRENT OR FORMER PARTNERS OR AGENTS OR ANY OTHER PERSON OR ENTITY, EXCEPT AS EXPRESSLY SET FORTH IN THAT CERTAIN CONTRACT OF SALE DATED SEPTEMBER 12, 2000 BY AND BETWEEN GRANTOR AND GRANTEE COVERING THE PROPERTY (HEREINAFTER CALLED THE "CONTRACT") NEITHER GRANTOR NOR ITS CURRENT OR FORMER PARTNERS HAVE MADE, NOR DO ANY OF THEM HEREBY MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE SIZE OR CONDITION OF THE PROPERTY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY REGARDING QUALITY OF CONSTRUCTION, WORKMANSHIP, MERCHANTABILITY, PAYMENT OF AD VALOREM TAXES, FITNESS FOR ANY PARTICULAR PURPOSE, ENVIRONMENTAL CONDITION, COMPLIANCE WITH ENVIRONMENTAL OR OTHER LAWS, INCOME TO BE DERIVED THEREFROM OR EXPENSES TO BE INCURRED WITH RESPECT THERETO, AND GRANTEE ACKNOWLEDGES BY ACCEPTANCE HEREOF 09497 00007 DALLAS 1190723 I - 1 - 02352 THAT GRANTEE ACCEPTS THIS DEED WITHOUT RELYING UPON ANY SUCH STATEMENT OR REPRESENTATION MADE BY GRANTOR, ITS CURRENT OR FORMER PARTNERS OR AGENTS, OR ANY OTHER PERSON OR ENTITY GRANTEE REPRESENTS THAT IT IS A KNOWLEDGEABLE PURCHASER OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF ITS CONSULTANTS IN PURCHASING THE PROPERTY NOTHING HEREIN SHALL PRECLUDE GRANTEE FROM EXERCISING ANY RIGHTS OR CLAIMS IT MAY HAVE AGAINST GRANTOR'S PREDECESSORS IN TITLE IN WITNESS WHEREOF, this Special Warranty Deed is executed by Grantor on tbas 13th day of October, 2000 GRANTOR: FLATIRON CAMBRIA I, L P, a Delaware hm~ted partnership By Flatiron Cambria, L L C, a Delaware hmlted habfl~ty company, ~ts General Partner By PTG Holdings, Inc, ~ts Managing Member Name T~tle Vi6~, The address of Grantee ~s C~ty of Denton City Attorney's Office 215 E McICanney Denton, Texas 76201 09497 ~0CO7 DALLAS 1190723 469t,, 02353 THE STATE OF ~~f-]'~ ) COUNTY OF ~dA)I~¢j~k ) ) This instrument was acknowledged before me one)C'~ ~0¢'' 2000 by ~-._~ [~oa-c[ Vl~C¢-- ~ of PTG Holdings, Inc, managing member of Flatiron Cambria, L L C, general partner of Flatiron Cambria I, L P, a Delaware hnuted partnership, on behalf of smd limited partnersh*p Notary Pubhc, State of P ~rlnted Name¢-~ ALICE RUSSELL Notary Public, State of New No 01RU5081837 Ouahhed tn Kings County Commission Expires July 14, 200~ My commlssloll expires 09497 00007 DALLAS 1190723 I -3- ~695 ~!i 992 I~ITA Stm~ No 1128 ~ Count;y, Tcx~ B~GINN1NO ~ m"X' cv~ in oaam~o s~t fix tho ~west al~cr ofsatd Lot i, Block ] ~l~lt~of ~ ~8 ~ ~ ~-w~ ~d ~ ~89· ~ 30w ~a~431 89 ~ m ~ ~ OF ~0, Exhxbit B PERMITTED ENCUMBRANCES and assessments by any taxing authority for the year 2000 and subsequent 1 Standby fees, taxesany taxing anthonty years not yet due and payable, and subsequent taxes and assessments by for prior years due to change m 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 2 The following easement(s) and/or building lines, as shown on plat recorded in Cabinet I, Slide 61, Plat Records, Denton County, Texas, to wit a 25 foot uuhty easement along the West property hne(s) b 200 foot budding line along the West property hne(s) c 85 foot building line along the North property hne(s) Shown on survey by Austin J Bedford, R P L S No 34132, dated December 17, 1997, last revised February 18, 1998 Consequences, if any, of the following as shown on survey by Austin J Bedford, Registered 3 Professional Land Surveyor, 454132, dated December 17, 1997, last revised February 18, 1998 a Concrete flume and grate in the Southwest comer b Headwall and drainage pipe in the Southeast comer c Storm sewer line inside the East hne as evidenced by cleanouts d Water valves m the Northeast and Northwest comers e Telephone pole m the Northwest comer 09497 00007 pALLAS 1190723 1 469~ 02356