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1998-163AN ORDINANCE APPROVING A REAL ESTATE CONTRACT BETWEEN THE CITY OF DENTON AND MOUNT PILGRIM CHRISTIAN METHODIST EPISCOPAL CHURCH, RELATING TO THE PURCHASE OF 0 358 ACRES OF LAND FOR CONSTRUCTING DRAINAGE IMPKOVEMENTS IN THE PEC-4 TRIBUTARY OF PECAN CREEK, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS ~ That the City Manager is hereby authorized to execute a Real Estate Contract between the City and Mount Pdgnm Christian Methodist Episcopal Church, in substantially the form of the Real Estate Contract which is attached to and made a part of this ordinance for all purposes, for the purchase of 0 358 acres of land for constructing drainage improvements in the PEC-4 Tributary of Pecan Creek S T~ That the City Manager is authorized to make the expenditures as set forth in the attached Real Estate Contract ~ That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the O~j~ ~ day of ~ . , 1998 U ATTEST JENNIFER WALTERS, CITY SECRETARY HERBERT L PROUTY, CITY ATTORNEY REAL ESTATE CONTRACT STATE OF TEXAS COUNTY OF DENTON THIS CONTRACT OF SALE is made by and between Mount Pflgrun Clmstlan Methodist Episcopal Church (hereinafter referred to as "Seller") and CITY OF DENTON, TEXAS, a home rule mumcipahty, of Denton, Denton County, Texas, (hereinafter referred to as "Purchaser"), upon the terms and conditions set forth herein PURCHASE AND SALE 1 Soller hereby sells and agrees to convey, and Purchaser hereby purchases and agrees to pay for all that certain tract, lot or parcel of land consisting of 0 358 ac~ e tract of land, more or less, as described m Exhibit "A" and illustrated in Exhtb~t "B" attached hereto, being Lot 2, Block 1, Alex Robertson Addltmn, together with all rights and appurtenances pertmmng to the smd property, including 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 heremafter referred to as the "Property"), together with any improvements, fixtures, and personal property s~tuated on and attached to the Property, for the consideration and upon and subject to the terms, prowslons, and conditions hereinafter set forth 2 Seller hereby agrees to grant a permanent drainage easement and tempot ,u y construction easement as described and illustrated in Attachment "l" 3 Seller hereby agrees to provide Purchaser a signed resolution by Mount Pdgnm Chnstmn Methodist Episcopal Church (Seller) granting authority to the agent and/or agents to convey and grant the 0 358 acre tract (Exhibits "A" and "B"), the permanent drainage easement and the temporary construction easement (Attachment "1") 4 However, at is expressly understood that the seller shall have the right to salvage and remove any part of the existing classroom structure that is presently situated upon smd 0 358 acre tract within a time period of thirty (30) days from the date ot conveyance (Closing) After thirty (30) days from the date of conveyance (Closing) the remmmng structure and appurtenances, af any, will be removed and d~sposed of at the d~scret~on of the Purchaser 5 Purchaser hereby agrees to construct parking sub-grade with dlmensmns of 135 feet long by 60 feet wide (8,100 square feet) on Seller's adjacent tracts to the east of said 0 358 acre tract In addition to the sub-grade, the Seller shall install a course of 4-inch asphalt upon the parking sub-grade area The existing drive approach shall remain as access to parking area to be constructed 6 The Purchaser hereby agrees to construct a chain-hnk fence along the implored ehannel 7 The Seller hereby acknowledges that the Purchaser has previously ~nfoimed Seller that Purchaser has negotiated for the purchase of the tracts with no lntcnt to use its powers of eminent dommn to obtmn the parcels PURCHASE PRICE 1 Amount of Purchase Price The purchase price for the Property (0 358 acre tract) shall be the sum of Twenty Five Thousand Dollars and No Cents ($25,000 00) This amount consmts of $10,000 for the land and $15,000 for the lmprovemems (class room structure, etc ) Additional Consideration One Dollar and No Cents ($1 00) and 8,100 square feet of parking area in exchange for permanent drainage easement and temporary construction easement as described in Attachment "1" 2 Payment of Purchase Price The full amount of the Purchase Price shall be payable in cash at the closing PURCHASER'S OBLIGATIONS The obligations of Purchaser hereunder to consummate the transactions contemplated hereby are subject to the satisfaction of each of the following con&ttons any of which may be wmved m whole or m part by Purchaser at or prior to the closing 1 Prehmmarg Title Renort Within twenty (20) days after the date hereof. Purchaser. at Purchaser's sole cost and expense, shall have caused the Title Company (hereinafter defined) to issue an owner's pohcy commltxnent (the "Commitment") accompanied by copies of all recorded documents relating to easements, rights-of-way, etc. affecting the Property Purchaser shall give Seller written notice on or betore the expiration of ten (10) days after Purchaser receives the Commitment that the condition of title as set forth in the Commitment is or is not satisfactory In the event Pumhaser states the condition o£,tle is not satisfactory. Seller shall, at Seller's optloo, promptly undertake to eliminate or mochfy all unacceptable matters to the reasonable satisfaction of Purchaser Purchaser understands that Seller is under no obligation to cme any title defects complmned of by Purchaser stated tn Purchaser's written notice to Seller as provided m this paragraph In the event Seller is unable to do so within ten (10) days after receipt of written notice, this Agreement shall thereupon be null and void for all purposes, otherwise, this condition shall Page 2 of 7 be deemed to be acceptable and any objection thereto shall be deemed to have been wmved for all purposes 2 ~ Purchaser may, at Purchaser's sole cost and expense, obtain a current survey of the Property, prepared by a duly licensed Texas land surveyor acceptable to Pumhaser The survey shall be staked on the ground, and shall show the location of all ~mprovements, h~ghways, streets, roads, rmlroads, rivers, creeks, or other water courses, fences, easements, and rights-of-way on or adjacent to the Property, if any, and shall contmn the surveyor's certification that there are no encloachments on the Property and shall set forth the number of total acres comprising the Property, together w~th a metes and bounds description thcreo~' Purchaser wall 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, give Seller written notice of th~s fact Seller shall, at Seller's option, promptly undertake to eliminate or modify the unacceptable portions of the survey to the reasonable satisfactions of Purchaser In the event Seller is unable to do so w~thln ten (10) days after receipt of written notme, Purchaser may terminate this Agreement, and the Agreement shall theleupon be null and vmd fm all purposes Purchaser's failure to give Seller th~s written not,ce shall be deemed to be Purchaser's acceptance of the survey 3 Seller's Comvhance. Seller shall have performed, observed, and complied w~th all of the covenants, agreements, and conditions requued by this Agreement to be performed, observed, and complied w~th by Seller prior to or as of the closing REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to purchaser, to the best ot ~ts current knowledge, as follows, which representations and warranties shall be deemed made by Seller to Purchaser also as of the closing date There are no parties in 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 similar proceeding or assessment or suit, affecting title to the Property, or any part thereof, nor to the best knowledge and belief of Seller ~s any such proceeding or assessment contemplated by any governmental authority Page 3 of 7 3 Seller has complied with all applicable laws, ordinances, regulations, statutes, rules and restrictions relating to the Property or any part thereof 4 To the best of the Seller's knowledge, there are no toxic or hazardous wastes or materials on or within the Property Such toxic or hazardous wastes or materials include, but are not limited to, hazardous materials or wastes as same are defined by the Resource Conservation and Recovery Act (RCRA), as amended, and the Comprehensive Environmental Response Compensation and Liability Act (CERCLA), as amended CLOSING The closing shall be held at the office of Dentex Title Company, 300 N Elm, State 101, Denton, Texas on or before ., (wluch date is hereto referred to as the "closing date") CLOSING REQUIREMENTS 1 ~ller's Reomrements. At the closing Seller shall A Deliver to Purchaser a duly executed and acknowledged General Warranty Deed conveying good and marketable title in fee simple to all of the Property, free and clear of any and all liens, encumbrances, conditions, assessments, and restrictions, except for the following 1 General real estate taxes for the year of closing and subsequent years not yet due and payable, and 2Any exceptions approved by Purchaser pursuant to P er' Obh atlo s hereof, and 3 Any exceptions approved by Purchaser in writing B Deliver to Purchaser a Texas owner's Policy of Title Insurance at Purchaser's sole expense, issued by Dentex T~tle Company, Denton, Texas, (the "Title Company"), in Purchaser's favor ~n the full amount of the pumhase price, insuring Purchase~ 's fee simple tffie to the Property subject only to those title exceptions listed in ]~ hereof, such other exceptions as may be approved in writing by Pumhaser, and the standard printed exceptions contmned in the usual form of Texas Owner's Policy of Title Insurance, provided, however Page 4 of 7 1 The boundary and survey exceptions shall be deleted ~f reqmred by Purchaser, and ~ f so required, the costs assomated w~th same shall be borne by Seller, 2 The exceptton as to restrictive covenants shall be endorsed "None of Record", 3 The exceptmn as to liens encumbering the Property shall be endorsed "None o f Record" other than those set forth ~n "Purchaser's Obhgatlons" 4 The exception for taxes shall be hmtted to the year of closing and shall be endorsed "not yet due and payable" C Dehver to Purchaser possession of the Property on the day of closing 2 Purchaser's Reamrements Purchaser shall pay the consideration as referenced in the "Purchase Price" section ofth~s contract at Closing in immediately avmlable funds 3 ~ Seller shall pay all taxes assessed by any tax j unsdmt~on through the date of the Closing All other costs and expenses of closing ~n consmnmat~ng the sale and purchase of the Property not specffically allocated herein shall be prod by Purchaser REAL ESTATE COMMISSION Any real estate comnuss~ons occasioned by the consummation o f th~s Agi eement shall be the sole respons~b~hty of Seller, to the extent Seller has agreed to pay any such real ~state comm~smon m writing, and Seller agrees to ~ndemmfy and hold Purchaser harmless from any and all clmms for any such commlssmns BREACH BY SELLER In the event Seller shall fatl to fully and t~mely perform any of ~ts obhgatmns hereunder or shall fiul to consummate the sale of the Property except Purchaser's default, Purchaser as its sole and exclusive remedy may e~ther enforce specific pel formance of this Agreement or terminate ttas Agreement by written not~ce dehve~ed to Seller Page 5 of 7 BREACH BY PURCHASER In the event Purchaser should fall to consummate the purchase of the Property, the conthtlons to Purchaser's obhgatlons set forth m PURCHASER'S OBLIGATIONS having been satisfied and Purchaser being in default, Seller as ils sole and exclusive remedy may enforce specific performance of this Agreement, or tenmnate this Agreement by written notice delivered to Purchaser MISCELLANEOUS PROVISIONS 1 P, aa~vnment of Am'cement This Agreement may not be assigned by Purchaser without the express written consent of Seller 2 of Any of the representations, waliant~es, covenants, and agreements of the part~es, as well as any rights and bcnefits of the parties, pertmmng to a period of time following the closing of the transactions contemplated hereby shall survive the closing and shall not be merged therein 3 Notice. Any not,ce required or permitted to be delivered hereundel shall be deemed received when sent by United States mall, postage prepmd, certified mall, return receipt requested, addressed to Seller or Purchaser, as the case may be, at the address set forth beneath the signature of the party 4 ~a~dtl~N_Kq~llll~ Th~s Agreement shall be constrtled under and in accordance with the laws of the State of Texas, and all obhgatlons of the part,es created hereunder are performable in Denton County, Texas $ ~ Tins Agreement shall be binding upon and inure to the benefit of the part,es and their respective legal representatives, successors and assigns where permitted by th~s Agreement 6 J~,~lllfltlilll0~ In case any one or more of the provisions contained in tins Agreement shall for any reason be held to be ~nvahd, illegal, or unenfomeable in any respect, said invalidity, dlegahty, et unenforceablhty shall not affect any other prowslon hereof, and th~s Agreement shall be construed as if the ~nvahd, illegal, or unenforceable piovls~on had never been contamed herein 7 Pnor Am'eemants Sunerseded This Agreemeut constautes the sole and only agreement of the part~es and supersedes any prior understandings or written or oral agreements between the part~es respecting the within subject matter 8 ~ Time is of the essence in th~s Agreement Page 6 of 7 9 Gender. Words of any gender used ~n this Agreement shall be held and construed to ~nclude any other gender, and words in the surgular number shall be held to ~nclude the plural, and vice versa, unless the context reqmres otherwise 10 ¢gmnhance. In accordance with the requirements of the ~1 exas Real Estate Lmense Act, Purchaser as hereby adwsed that ~t should be furnished w~th or obtain a pohey of title insurance or Purchaser should have the abstract covenng the Property examined by an attorney of Pmchaser's own select,on 11 ~In the event a fully executed copy of this Agreement has not been returned to Purchaser wlthan ten (10) days after Purchaser executes th~s Agreement and dehvers same to Seller, Purchaser shall have the right to terminate thas Agreement upon written notice to Seller DATED tbas '~ ~ day of [~fb~t~./ , 1998 PURCHASER THE CITY OF DENTON, TEXAS Ted Benavides C~ty Manager 215 E McKlnney ATTEST Denton, Texas 76201 JENNIFER WALTERS, CITY SECRETARY ^& HERBERT L PROUTY, CITY ATTORNEY SELLER MOUNT PILGRIM CHRISTIAN METHODIST EPISCOPAL CHURCH TITLE ~ Page 7 of 7 "EXHIBIT A" ALL that certain lot, tract or parcel of land lying and being satuated an the Caty and County of Denton, State of Texas an the A Hall Survey, Abstract N~m~er 623 and beang more partacularly descrabed as follows BEING all of Lot 2, Block 1, Alex Robertson Addatlon, an addataon to the C~ty of Denton, according to the Plat recorded an Volume 01, Page 19 of the Plat Records of Denton County, Texas, saad lot · s described to Mount P~lgr~m Christian Methodist Epascopal Church according to the deed recorded ~n Volume 867, Page 562 of the Deed Records of Denton Count~, Texas, sa~d lot ~s more particularly desorabedbymetes and bounds as follows BEGINNING at & 5/8 ~nch iron rod set at the southeast corner of said lot, THENCE North 67° 05' 45" West along the south lane of said lot a d~stance of 125 33 feet to a 5/8 ~nch arch rod set, THENCE North 23° 57' 43" East along the west lane of saad lot a dastance of 173 00 feet to a 5/8 ~nch ~ron rod set, THENCE North 89° 44' 32" East along the north lane of sa~d lot, passing a 1~ inch anner d~ameter pape found, up I 5 feet, at i 10 feet and continuing an &ll a total dastance of 45 95 feet to a 5/8 ~noh iron rod set, fro~ whence a 1~ anoh anner daameter pape found up i 5 feet bears North 89° 44' 32" East a distance of 276 79 feet, THENCE South 00° 12' 34" West Along the east l~ne of saad lot a d~stanoe of 207 08 feet to the PLACE OF BEGINNING and contaan~ng 0 358 acre of land EXHIBIT 'B' SCALE I = 40 A SKETCH SHOWING LOT 2 BLOCK 1 ALEX ROBERTSON NOIE ADDITION TO THE CITY OF DENTON BEARINGS ARE BASED UPON ]"HE CiTY Of ACCORDING TO TH/[ PLAT RECORDS[ DENTON5 CONTROL DATUM IN VOL 01 PAGE 19 P R. D C TX ALL CORNER MONUMENTS ARE 5/8 IRON RODS SEt UNLESS OPHER~S£ NOTED / / THE MORRISON MILLING CO Vol 4,~,7, Pg .578 1/2 I D PIPE FOUND UP 4595 ~- N89 44 32 E 276 79 ~ ~o ~' i 1/2 I D PIPE FOUND UP 15 ~ ~ BLOCK 1 ~.~ LOT I 0 558 ACRES ALEX ROBERTSON ADDITION I VOL 01, PAGE 19 / ACE OF .~? ~ST~' ~TEAGUE AND PERKINS ~.~ 4090 ~ ~ 8TATB O~' TB2Od, S · ens, ~e fm ~ ~h~ uae, 1~ ~8~aa~ ~r 623 ~ ~a~ oerU~n ~o~, ~aa~ sc p~X ~ X~ Xy~ng ~d ~g 8~uaC~ ~s~ao~ ~or 623 ~ hA~ a ~ of ~ 1, B~o~ 1, ~u ~zUon ~Eio~ ~o~s~ ~o~al ~ ~ ~n Vol~ 119, Page S52 ~O~ a~ a S/8 ~n~ ~ron =~ aO~ fo~ b nor~o~ ~noE of saAd ~ Hor~ 80' 44' 32' hs~ ~o~ b nor~ lin of sa~d ~ ~ ~d ~ 8~ 00e 12' 34ff bl~ ~o~ ~o ease X~n ~ 8ou~ 56' 04' 25" be~ a ~8~ of 98 13 f~c M a ~Ln~ foe ~ Xo~ 00' X~' 34" hl~ ~ 8~d X~O W ~ ~O ~ ~ 0 173 And A~ As fuz'~he~ ~gceed 'chit~ ~ C,LL~ o~ ~n, ~ma ~ prim bnLn, has or A~ ~U, ~, ~r~n ~ ~neenU~u8 h~ ~ot, ~e8, ~ ~88 in, ~o~, ~ ~d Ho~.&ry ]~zbl:Lo, :Ln 8ncl £or ~che 8~a~o of' ~mis P. 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