2000-370 ORDINANCE NO
AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING A REAL ESTATE
CONTRACT BETWEEN THE CITY OF DENTON AND NORTH DENTON PARTNERS,
LTD, RELATING TO THE PURCHASE OF AN APPROXIMATE 20 ACRE TRACT OR
PARCEL OF LAND BEING A PART OF LOT 2, BLOCK A OF THE SANDLIN ADDITION,
AN ADDITION TO THE CITY OF DENTON, FOR USE AS A REGIONAL DETENTION
POND, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE, 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 North Denton Partners, Ltd, ~n substantmlly the form of the Real Estate
Contract which is attached hereto and made a part of this or&nance for all purposes, for the
purchase of approximately 20 acres of land for use as a regional detention pond
SECTION 2 The C~ty Manager ~s authorized to make the expen&tures as set forth ~n the
attached Real Estate Contract
SECTION 3 This or&nance shall become effective ~mme&ately upon ~ts passage and
approval
PASSED AND APPROVED th~s the ,y~__~d__ day of /~7~t~-~J ,2000
EULINE BROCK, MAYOR
ATTEST'
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HE RBERT.~OUTY,~ITY ATTORNEY
CONTRACT OF SALE
North Denton Partners, Ltd, a Texas hmlted partnership (hereinafter called "Seller"), hereby
agrees to sell and convey to the City of Denton, a Texas mumclpal corporation, and/or assigns
(hereinafter called "Purchaser"), and Purchaser hereby agrees to purchase and pay for, 20 acres of
land, more or less, out of the BBB & CRR Co Survey, Abstract No 180, and the T Toby Survey,
Abstract No 1288, Denton County, Texas, being the same lands described more particularly by
metes and bounds on Exhibit "A,' attached hereto and made a part hereof by reference, together
with, all and singular, all improvements thereon and all rights and appurtenances pertaining thereto,
including any right, t~tle, and interest of Seller m and to adjacent streets, alleys, or rights-of-way to
the centerhnes thereof (such real estate, improvements, rights, and appurtenances being herein
referred to as the "Property") subject, however, to the Penmtted Exceptmns (herein defined)
This Contract of Sale (this "Contract") is executed upon thc following terms and conditions
1 Purchase Price The "Purchase Price" (herein so called) for the Property is Ten Thousand
and No/100 Dollars ($10,000 00) per "Gross Acre" (as that term is defined m Scctton 3 A, below),
as dtsclosed on the "Survey" (as that term is defined in Section 3 A, below), payable all in cash at
the "Closing" (as that term is defined in Section 8 A, below)
2 Independent Consideration
A Indenendent Consideration Deooslt Within three (3) bus~ncss days from the
Effective Date of this Contract, Purchaser shall deliver the sum of $100 00 to American Title
Company, 717 N Harwood, 2610 Maxus Energy Tower, Dallas, Texas 75201 (the "Tttle Company")
with the notation "Attn Max~e Hardin", to be held by the Title Company as full payment and
independent consideration for Seller's performance under this Contract (the "Independent
Consideration") If thts Contract ns properly termtnated by Purchaser pursuant to a right of
termination granted to Purchaser by any provis~on of this Contract, the Independent Consideration
shall nonetheless be promptly delivered to Seller, but the parties shall have no further rights or
obligations under this Contract (except for those which may expressly survive the termmatton) At
Closing, the Independent Consideration shall be apphcd to the Pm~chase Price
B Escrow The Independent Conslderatton ts deposited with the Tttle Company wtth
the understanding that the Title Company (1) is not responsible for the performance or non-
performance of any party to this Contract, and (2) is not hable for interest on the funds held unless
required m Section 2 A, above
3 Survey and Title Binder
A Survey Purchaser shall, within ten (10) days after the Effective Date of this
Contract, at Purchaser's expense, cause to be prepared and delivered to Purchaser (w~th a copy to
Seller), a current, on-the-ground, Category lA, Condition I1, land title survey (as specified by the
Manual of Practme for Land Surveying in 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
CONTRACT OF SALE PAGE I
delete the survey exception (except as to "shortages in area") from the Title Policy to be issued by
the Title Company, such survey deletion shall be at the sole cost and expense of Purchaser The
Survey shall show the location Grill improvements on the Property, Ifany 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-plain 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 contained within 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 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
B T~tle Bander Within twenty (20) days after the Effective Date of this Contract,
Seller shall obtain, at Seller's expense, and deliver copies of same to Purchaser, the following
(1) A nile commitment (the "Title Binder") covering the Property binding the
T~tle Company to issue an Owner's Policy 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 liens which are to be released
at the Closing may be omitted
4 Title Approval Purchaser shall have ten (10) calendar days after the later of the date
Purchaser has received the Survey, a T~tle Bander, and true, correct, and legible copies of any and
all recorded instruments (the 'Instruments") referred to in the Title Binder as constituting exceptions
or restrictions upon the title of Seller (the "Review Period"), in which to nonfy Seller ofobjecnons
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 within the Review Period, Seller may, but is under no affirmative obligation 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 th~s 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 T~tle Bander which remmns uncured by Seller as provided above shall be deemed
CONTRACT OF SALE PAGE 2
"Permitted Exceptions" following Purchaser's failure to terminate within three (3) days after the end
of Seller's Cure Period Items hsted on Schedule C to the T~tle Binder shall never be constdered
Obj ectlonable Matters, nor shall they be considered "Permitted Exceptmns" unless Purchaser agrees
in writing dunng the Review Period that such items need not be deleted from the Title Policy and
may become Schedule B ~tems on the Title Policy ~ssued pursuant to the T~tle Binder The
"Development Agreement" (as that term ~s defined, below) and the rights of Locust/288 Partners,
Ltd, and its successors and assigns thereunder, shall also be "Permitted Exceptions" hereunder
5 Insuect~on/Platt~no Period
A Inspection Period Purchaser shall have thirty (30) days from thc Effective Date
(as hereinafter defined) (thc "Inspection Period") to inspect thc Property and to conduct fcastbthty
studies regarding Purchaser's intended use of the Property Purchaser's studies may include wtthout
hmttatlon 0) core bonngs, (u) environmental and architectural tests and investigations, (m) physical
tnspectlons of all improvements, fixtures, eqmpment, subsurface sods, structural members, and
personal property, and 0v) examination of plans, specifications, manuals, and other documents
relatmg to the construction and condition of the Property Seller shall provide Purchaser upon
request copies of all tests, studies, reports, plans, plats, and other information m Seller's custody
relating to the Property, promded that all such information shall be dehvered to Purchaser by Seller
without any represcntatton or warranty by Seller to thc accuracy of such information Purchaser
shall return all of the documents within a reasonable time following termination of th~s Contract
Seller has not undertaken any independent Investigation as to thc truth or accuracy of the documents
and is providing or offenng 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 thc Property dunng normal business 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
examtnattons performed hereunder shall be at Purchaser's expense, and copies thereof shall be
dehvered to Seller in the event of, and within a reasonable period of time following, termtnatlon 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 tndemmfy, defend, and hold
Seller harmless from all clmms, causes of action, and damages arising out of the tests, studies, and
examlnattons and restoration of the Property, including, but not hmlted to. mechanic's and
matenalman's hens Purchaser's ~ndemnlty obhgatlons hereunder shall survive the Closing or the
earher termination of tbas Contract
B Termination. If Purchaser determines, tn Purchaser's sole discretion, no matter how
arbitrary, that the Property is not ~n satisfactory condtt~on or is not suitable for Pumhaser's intended
use or purpose, then Purchaser may terminate this Contract by notice to Seller on or before the last
day of the Inspection Period, whereupon neither party shall have any further rights or obhgatlons
under th~s Contract (except for those which may expressly survtve the termination ofthts Contract)
C Conveyance Plat. During the Inspection Period, Seller and Purchaser shall
CON~I RACT OF SALE PAGE 3
reasonably cooperate with each other ~n obtaining either an adm~mstratlve amendment of the ex, sUng
Conveyance Plat covering the Property or approval by the Denton Planmng and Zomng Comrmssion
of a re-plat of the existing Conveyance Plat (the date of such amendment or approval being the
"Conveyance Plat Approval Date") If the Conveyance Plat Approval Date has not occurred prior
to the expiration of s~xty (60) days following the Effective Date, then eaher party may terminate this
Contract by not~ce to the other, m which event the Independent Cons~deration shall be distributed
to Seller and neither party shall be further obhgated to the other except for obligations which
expressly survxve such term~nation If the Conveyance Plat Approval Date has not occurred on or
before the expiration of one hundred eighty (180) days following the Effective Date, then tlus
Contract shall terminate ipso facto, in wtuch event the Independent Consideration shall be distributed
to Seller and neither party shall be further obligated to the other except for obligations whmh
expressly survive such termination
6 Intentionally Deleted
7 Seller's Warrant~es, Representations and Covenants
A Warrant~es and Representations Seller represents and warrants to Purchaser to
the actual (but not constructive) knowledge of Mike Sandhn and Lee Schmltt, without inquiry,
~nvestlgatmn, or duty to inquire or tnvestlgate, the following
(1) Tffie Unless otherwise provided heretn, at the Closing Seller shall have the right
to convey to Purchaser good and indefeasible fee s~mple t~tle to the Property free and clear
of any and all liens, assessments, security ~nterests, and other encumbrances except the
Permitted Exceptions Dehvery of the T~tle Pohcy pursuant to Section 8 B, below, will be
deemed to satisfy the obhgat~on of Seller as to the sufficmncy of t~tle required under th~s
Contract, however, delivery of the Title Policy will not release Seller from the warrant~es of
t~tle set forth in the Deed
(2) Leases There are no part~es (other than Seller or as affiliates) in possession of any
port~on of the Property as lessees, tenants at sufferance, or trespassers
(3) L~ens and Debts Unless otherwise provided here~n and except for the Permitted
Exceptions, there are no licenses, leases, mechanm' s liens, Umform Commercml Code hens,
or unrecorded liens agmnst the Property which will not be satisfied out of the Closing
proceeds Except for the Permitted Exceptions, all obhgat~ons of Seller arising from the
ownership and operation of the Property and any business operated on the Property,
~ncludlng, but not hm~ted to, leasing commissions, salaries, and similar agreements, have
been prod or will be paid prior to Closing Unless otherwise prowded herein and except for
the Permitted Exceptions and obhgatlons such as taxes for which provisions are made in th~s
Contract for prorating at Closing, there wall be no obhgations of Seller wtth respect to the
Property outstanding as of Closing, for which the Purchaser shall be hable
(4) Hazardous Materials. Except as otherwise disclosed in writing by Seller to
CONTRACT OF SALE PAGE 4
Purchaser, the Property 0ncludlng any improvements located thereon) contmns 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 ofth~s Contract, the term
"Hazardous Materials" means any pollutants, toxic substances, oils, hazardous wastes,
hazardous materials or hazardous substances as defined in or pursuant to the Resource
Conservation and Recovery Act, as amended, the Comprehensive Environmental Response,
Compensation and Llablhty Act, as amended, the Federal Clean Water Act, as amended, or
any other federal, state or local environmental law, regulation, ordinance, rule, or by-law,
whether existing as of the Effective Date, or subsequently enacted
B Covenants. Subject to the other terms and condmons hereof, Seller makes the
following covenants to Purchaser
(1) Title At the Closing, Seller will convey to Purchaser good and indefeasible fee
s~mple title to the Property free and clear of any and all liens, assessments, security interests,
and other encumbrances except the Permitted Exceptmns Dehvery of the T~tle Policy
pursuant to Section 8 B, below, will be deemed to satisfy the obhgation of Seller as to the
sufficiency of title required under this Contract, however, delivery of the Title Policy will not
release Seller from the warranties of title set forth in 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, which
will not be removed as of the Closing
(3) Liens and Debts Seller shall not allow any hcenses, leases, mechanic's liens, or
Uniform Commercial Code liens or other liens against the Property which will not be
satisfied out 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 mater,ally 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 wolated covenant is not
cured, prior to Closing, upon written notice to Seller, Purchaser may 0) proceed to Closing thereby
waiving and being deemed to have waived all claims for breach of warranty or covenant or for
m~srepresentatlon, or (n) as its sole remedy terminate this Contract, in which event neither party shall
be further obhgated to the other except for obligations which expressly survive the termlnatmn of
this Contract Except as expressly provided herein, the representations, warranties, and covenants
of Seller heroin shall not survive the Closing AIl representation, warranties, and covenants in this
Contract (except for the warranty of title in the "Deed" [as that term is 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
CONTRACT OF SALE PAGE 5
8 Clos~n~
A Closlno Date The closing of this Contract (the "Closing") shall be held on or before
the tenth (10th) day following the later to occur of(0 the "Conveyance Plat Approval Date" or (ii)
expiration of the Inspection Period (the "Closing Date"), at the offices of the Title Company at ~ts
address stated below
B Seller's Closing 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 t~tle commitment by the Title Company to dehver a
standard coverage t~tle pohcy ~ssued by the underwriter for the Title Company effective as of the
t~me of Closing, pursuant to the T~tle Binder w~th the survey exception deleted (except as to
shortages ~n area and such deletion being at Purchaser's expense), subject only to the Permitted
Exceptions, (m) possession of the Property, 0v) evidence of Seller's authority and capacity to close
th~s transaction as may be reqmred by the T~tle Company, and (v) all other documents reasonably
required by the Title Company to close th~s transaction
C Purchaser's Closmo Documents At the Closing, Purchaser shall deliver to Seller
at Purchaser's expense 0) (by cashier's check or wire transfer) the Pumhase Price with the
Independent Consideration being applied thereto, (n) ewdence of Purchaser's authority and capacity
to close this transaction, and (iii) all other documents reasonably reqmred by the T~tle Company to
close th~s transaction
D Closmo Costs. Except as otherwise provided herren, all closing costs shall be
assessed by the T~tle Company and paid by Seller or Purchaser in the manner customary in a
transaction of this character ~n the county where the Property ~s located
E Prorations Ad valorem taxes for the then current year shall be prorated at the
Closing effective as of the date of Closing If the Closing shall occur before the tax rate ~s fixed for
the then current year, the apportionment of the taxes shall be upon the bas~s of the tax rate for the
preceding year applied to the latest assessed valuation, but any d~fference in actual ad valorem taxes
for the year of sale actually prod by Purchaser shall be adjusted between the part~es upon receipt of
written evidence of the payment thereof Ifa change ~n use of the Property after Closing results in
an ~mpos~tmn of additional taxes for previous years, such rollback taxes shall be the respons~bthty
of Purchaser The prows~ons ofth~s paragraph shall survive the Closing of this Contract
F Foreign Person Notification If Seller ~s a Foreign Person, as defined by the U S
Internal Revenue Code, or ff Seller fails to deliver to Purchaser a non-foreign affidawt pursuant to
Section 1445 of the Internal Revenue Code, then Purchaser may cause the Title Company to
w~thhold from the sales proceeds an amount sufficient to comply w~th apphcable tax law and dehver
the withheld proceeds to the Internal Revenue Service, together w~th appropriate tax forms The
reqmred affidawt(s) from Seller(s) shall include (1) a statement that Seller is not a foreign person,
(2) the U S taxpayer ~dentlficat~on number(s) of Seller(s), and (3) other tnformaUon required by
Section 1445 of the Internal Revenue Code
CONTRACT OF SALE PAGE 6
9 Termination If this Contract is terminated by Purchaser pursuant to a right by Purchaser
to do so in accordance with th~s Contract, the Independent Consideration shall be promptly paid to
Seller, and the parties shall have no further obligation or liabilities one to the other except for those
provisions which expressly survive termination of this Contract and all indemnities set forth in this
Contract
10 Default
A Purchaser's Remedies. If Seller fails to close this Contract due to Seller's default
under this Contract, Purchaser may elect any of the following as its sole remedy (1) enforce specific
performance of this Contract, or (2) terminate and release Seller from this Contract whereupon this
Contract shall terminate and the parties shall have no further obligations hereunder, save and except
those that expressly survive termination of this Contract Seller's failure to satisfy Purchaser's
objections under Section 4 above shall not constitute a default by Seller
B Seller's Remedies If Purchaser shall default under this Contract, Seller may elect
any of the following as its sole remedy (1) enforce specific performance of this Contract, or (2)
terminate and release Purchaser from this Contract, and have the Independent Consideration
distributed by the Title Company to Seller, whereupon this Contract shall terminate and the parties
shall have no further obligations hereunder, save and except those that expressly survive termination
of this Contract
11 Intentionally Deleted
12 Miscellaneous Prowsions
A Effective Date The term "Effective Date' and thc "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 falls 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 Notlees 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
(1) actual receipt, if dehvered 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 (iii) upon deposit in the United States Mall as required below Notices may be
transmitted by Fax to the Fax telephone numbers specified below, if any Notices dehvered by mail
mustbedepositedlntheU S PostalService, certffiedmall,retumrecelptrequested, postageprepald,
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, but failure
to notify the Title Company will not cause an otherwise properly delivered notice to be ineffective
CONTRACT OF SALE PAGF 7
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 TheobhgatlonunderthlsSectionl2C shallsurvlvethetermmationofthlsContract Thc
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 docs not apply ifa 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 Integration This Contract contains 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 thru transaction as
a continuing agreement by and between the Parties
G Binding Effect This Contract shall inure to thc benefit of and bind thc Parties hereto
and their respective heirs, representatives, successors and permitted assigns
H Time for Performance Time is ofthe essence under each provision ofthls Contract
Strict compliance with the times for performance is mqmred
I Right of Entry 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 Business Day 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 Governln~ 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 Severabtht3, 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 unenfomeable provision is severed and deleted from this Contract
CONTRACT OF SALE PAGE 8
M Counterparts 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 Genderl Number Unless the context requires otherwise, all pronouns used m this
Contract shall be construed to include the other genders, whether used in the masculine, feminine
or neuter gender Words m the singular number shall be construed to include the plural, and words
in the plural shall be construed to include the singular
O Assl~,nment. 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
P Development A~,reement. This Contract is subject to the terms of that certain
Development Agreement, by and between Seller, Purchaser, and Locust/288 Partners, Ltd (the
"Development Agreement")
13 Disclaimer 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 in 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 implied, of any kind, nature, or
type whatsoever from or on behalf of the Seller Purchase acknowledges that it has
not relied, and is not relying, on any information, document, sales brochures, or other
literature, 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 ~ts 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 utflmes serving 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
zoning 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, hen, encumbrance, license,
CONTRACT OF SALE PAGE 9
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 1N 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, THOSE
PERTAINING TO THE HANDLING, GENERATING, TREATING, STORING, OR
DISPOSING OF ANY HAZARDOUS WASTE OR SUBSTANCE
e Purchaser has had and will have, pursuant to this Contract, an adequate opportunity
to make such legal, factual, and other inquiries and investigations as it deems
necessary, desirable, or appropriate with respect to the Property Such inquiries and
investigations of Purchaser shall be deemed to include, but shall not be limited 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 city, county,
and state where the Property is located, the availability of utilities, and the value and
marketability of the Property
14 Release. Indemnity Seller and Purchaser agree that the provisions ofth~s Section 14 shall
expressly survive the Closing of this Contract
Without in any way limiting the generality of the preceding paragraphs a through e
of Section 13, Purchaser specifically acknowledges and agrees that it hereby waives,
releases, and discharges, and that its closing of the purchase contemplated herein
shall be deemed to be and to constitute a waiver, release, and discharge of, any clmm
or cause of action it has, might have had, or may have against Seller, for any type of
relief, whether at law or in equity, with respect to the condition of the Property, either
patent or latent, its ability or inability to obtain or maintain building permits,
temporary or final certificates of occupancy, or other licenses 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 compliance
with any environmental protection, pollution, or land use laws, rules, regulations, or
requirements, and any other state of facts which exist with respect to the Property
CONTRACT OF SALE PAGE 10
15 Cond~tion. Purchaser stipulates that Seller has tnformed it that the Property is currently
subject to the following liens (collectively, the "Existing Liens")
(1) Vendor's Lien retained in a Special Warranty Deed with Vendor's Lien,
dated January 16, 1998, recorded in Volume 4014, Page 1542, Deed Records,
Denton County, Texas, from 270 J V, a Joint Venture, to SLI-GP, Inc,
(2) Deed of Trust, dated January 16, 1998, from SLI-GP, Inc, to M~chael Dover,
Trustee to secure 270 J V, a Joint Venture, recorded in Volume 4014, Page
1547, Deed Records, Denton County, Texas, and
(3) Deed of Trust, dated January 16, 1998, from SLI-GP, Inc, to Robert M
Allen, Trustee to secure Westhaylex, Inc. recorded in Volume 4014, Page
1556, Deed Records, Denton County, Texas
Seller will use Its reasonable best efforts to obtmn partial releases of the Property from the Ex,sting
Liens prior to Closing, however, if Seller is unable to obtain partial releases of the Property from the
Ex~st~ng Liens prior to Closing, then e~ther Seller or Purchaser shall have the right to terminate this
Contract, m which event neither party shall be further obligated to the other except for obligations
which expressly survive the termination If neither Seller nor Purchaser exercises ~ts right to
terminate as set forth in this Section 15 and both parties proceed to Clomng, the Existing L~ens shall
become "Permitted Exceptions" hereunder, and Purchaser shall close on its purchase of the Property
subject to the Emstlng Liens Such proceeding to Clostng and purchasing the Property subject to the
Existing Liens (which shall be "Permitted Exceptions" hereunder) shall be deemed to constitute a
release of Seller by Purchaser of and from all clmms, causes of action, damages, liabilities, losses,
settlements, or obligations arising out of, or related to, foreclosure of any or all of the Existing L~ens
insofar as same cover the Property
CONTRACT OF SALF PAGF 1 I
EXECUTED on the dates stated below
SELLER PURCHASER
North Denton Partners, Ltd The C~ty of Denton, Texas,
a Texas hm~ted partnership a Texas mumc~pal corporatton ~/
/
BYBy SLI-GP,~..~,~/~.~Inc, ~ts Generfflr~Partner ~ t~/~~/~ J~'~fl~/
Name ~I~c~q~n Naffie Mmhae~W
T~tle President Title C~ty Mghagef. J
Address 5137 Daws Blvd Address 215 E McK~nney
Fort Worth, Texas 76180 Denton, Texas 76201
Telephone (817) 281-3509 Telephone (940) 349-8307
Fax Number (817) 656-0719 Fax Number (940) 382-7932
Date of Execution October 4, 2000 Date of Executmn October 4, 2000
APPROVED AS TO FORM
CITY A'rrOR..NI~Y, ~
CONTRACT OF SALE PAGF 12
TITLE COMPANY ACCEPTANCE The T~tle Company acknowledges receipt of the Earnest
Moneyon 10-1q-~ (date)from ~l~t Ch(r ~l!mq :T~,Gcb ln the amount
of $/00, 60 ~n the form of ~ and accepts the Independent
Cons~deratxon subject to the terms and con&t~ons of th~s Contract
TITLE COMPANY
American T~tle Company
By ~U_~, ~
Name Max~e Harffin
T~tle ~~&)~
Address 717m H
2610 M~us Energy Tower
Dfllas, Texas 75201
Telephone (214) 969-5300
F~ Number (214) 969-5348
CONTRACT OF SALE PAGE 13
EXHIBIT "A"
LEGAL DESCRIPTION
20 000 Acre Detention Pond
Being a tract of land situated in the City of Denton, Denton County, Texas and being a portion of
Lot 2, Block A, Sandhn Addition, an addition to the City of Denton, Denton County, Texas
according to the plat recorded in Cabinet O, Slide 132 of the Deed Records of Denton Coumy,
Texas, said tract of land being described by metes and bounds as follows
BEGINNING at a found ½ inch capped iron rod ("COLEMAN") at the southeast comer of said Lot
2, said found ½ inch capped iron rod ("COLEMAN") also being at the northeast comer of said
Klngswood Apartments, Tract A according to the plat recorded in Cabinet C, Shde 56 of said Deed
Records,
THENCE North 89 degrees 09 minutes 06 seconds West, along the south hne of said Lot 2, along
the north line of said Kmgswood Apartments, along the north line of Joyce Lane, along the north line
of Klngswood Apartments, Phase Two, Lot One, according to the plat recorded in Cabinet C, Slide
88 of said Deed Records and along the north line ora parcel of land deeded to Denton North, Ltd
as recorded in Volume 817, Page 231 of said Deed Records, a distance of 729 53 feet to a point for
corner,
THENCE North, a distance of 135 28 feet to a point,
THENCE North 24 degrees 46 minutes 28 seconds West, a distance of 85 39 feet to a point,
THENCE North 48 degrees 06 m~nutes 59 seconds West, a distance of 367 24 feet to a point,
THENCE North 71 degrees 27 minutes 31 seconds West, a distance of 210 01 feet to a point,
THENCE North 08 degrees 58 minutes 43 seconds East, a distance of 348 59 feet to a point on the
north line of said Lot 2, also being on the south line of a tract of land deeded to Locust/288 Partners,
Ltd as recorded in Real Property Records number 99-0025993 of said Deed Records,
THENCE South 89 degrees 08 minutes 45 seconds East, along the north line of said Lot 2 and along
the south line of smd Locust/288 Partners, Ltd tract, a distance of 1,200 00 feet to a found ½ inch
iron rod at the northeast comer of said Lot 2,
THENCE South 01 degree 05 minutes 52 seconds West, along the east line of said Lot 2, at 614 79
feet and 1 68 feet right passing a found ~/2 inch iron rod, at 697 86 feet and 1 75 feet right passing
a found ½ inch iron rod, and at 843 28 feet and 1 90 feet right passing a found ½ inch iron rod, and
cominmng in all a distance of 862 16 feet to the POINT OF BEGINNING, containing 871,202
square feet or 20 000 acres
AMERICAN TITI E COMPANY
A subsidiary o[ Lawyers Tide Cor~oranon
Hardm & Hard~n
Marae Duma Hardin
emafl ~l)grdm~bhardm-lmrdm eom
October 19, 2000
City Hall West
221 North Elm 2 3 2000
Denton, Texas 76201
Mr Michael Sandhn
North Denton Partners, Ltd
5137 Dav~s Boulevard
Fort Worth, Texas 76180
RE OF No 601232-V UP/pdm
North Denton Partners, Ltd, a Texas bruited partnership, SELLER
City ofDenton, a Texas mumclpal corporation, PURCHASER
20 000 acres in Lot 2, Block A, Sandhn Addition, City of Denton, Denton County, Texas,
PROPERTY
Dear Ms Perez and Mr Sandhn
I am pleased to acknowledge receipt of the Contract of Sale ("Contract") and the Earnest Money
check for $100 00 For Ms Perez, I enclose a fully executed original of the Contract For Mr
Sandhn, I enclose a copy of the fully executed Contract
The following dates are pemnent to the Contract I have calculated these dates for your
convemenee, but th~s ~s not a legal interpretation of the contract
1 The Effective Date of the Contract is October 4, 2000
2 The Commitment for Title Insurance is to be dehvered to Purchaser by October 24,
2000
3 The Purchaser is to obtain a current survey by October 14, 2000, which :s a
Tl7 NORTH HARWOOD STREET 2850 MAXUO ENERGY TOWER DALLAS, TIEXAO 18201 214 SSS-DSO0 FAXI O14 666 634S
Issuing Alamo Title Chtcago Title Fldehty Lawyers Title Old Repubhc T~tle Insurance Tide Resoumes Ticor Tltre
agent for the Insurance Ir,~urance National Insurance National Title Company of Guaranty Insurance
Saturday, and will be deferred to Monday, October 16, 2000
4 The Purchaser has a ten (10) day review period after the later of the dates the
Purchaser has received the commitment for role insurance and sur~ey
5 The Purchaser has an Inspection Period of thxrty (30) days from the Effective Date,
November 3, 2000
6. The closing date xs the tenth (10) day following the Conveyance Plat Approval
Date or the tenth (10) day following the expiration of the InspecUon Period,
whxchever ~s later
I ask that all parties inform me of any disagreement with these dates so that all of us will be
worlong w~thm the same schedule
Thank you for designating American T~tle Company-Hardxn & Hardin as the tttle company I
look forward to worlong wxth you on th~s transaction, and welcome your calls should you have
any questtons or comments
Sxncerely,
Ivlaxle~Du~Hardln
MDH/smr
enclosures
Mr William D Kuhlmann, Albert, Neely & Kuhlmann, L L P (w/copy of enclosure)
Mr Lee Schmltt, (w/copy of enclosure)