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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)