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1998-207 O IN CE Noo 9 AN ORDiNANCE APPROVING A REAL ESTATE CONTRACT BETWEEN THE CITY OF DENTON AND SAINT ANDREW CHURCH OF GOD IN CHRIST, RELATING TO THE PURCHASE OF 0 187 ACRES OF LAND FOR CONSTRUCTING DRAINAGE IMPROVEMENTS 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 m hereby authorized to execute a Real Estate Contract between the City and Stunt Andrew Church of God in Chnst, in substantially the form of the R~al Estate Contract which is attached to and made a part of this ordinance for all purposes, for the purchase of 0 187 acres of land for constructing drmnage improvements in the PEC-4 Tributary of Pecan Creek ~ That the City Manager is authorized to make the expenditures as set forth m the attached Real Estate Contract ~ That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED tlus the ot~Jd0't dayof ~L,~ ,1998 JAC~4~LLER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY REAL ESTATE CONTRACT STATE OF TEXAS COUNTY OF DENTON THIS CONTRACT OF SALE is made by and between Saint Andrew Church of God in Christ (hereinafter referred to as "Seller") and CITY OF DENTON, TEXAS, a home rule mun~clpahty, of Denton, Denton County, Texas, (here~naRer referred to as "Purchaser"), upon the terms and eondlUons set forth herean PURCHASE AND SALE 1 Seller 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 0 187 acre tract of land, more or less, as described m Extubat "A" and illustrated m Exhlb~t "B" attached hereto, being Lot 6, Block 4, Alex Robertson Addmon, together with all rights and appurtenances pertalmng to the smd property, including any right, t~tle and anterest of Seller m and to adjacent streets alleys or rights-of-way (all of such real property, rights, and appurtenances being herelnaf~er referred to as the "Property"), together with any unprovements, fixtures, and personal property situated on and attached to the Property, for the conslderatmn and upon and subject to the terms, prov,smns, and eondmons hereinafter set forth 2 Seller hereby agrees to grant permanent drainage easements and temporary construct, on easements as described and illustrated m Attachment "1" 3 Seller hereby agrees to provide Purchaser a sagned resolut, on by Satnt Andrew Church of God in Christ (Seller) granUng anthonty to the agent and/or agents to convey and grant the 0 187 acre tract (Exbablts "A" and "B"), the permanent drmnage easements and the temporary construction easements (Attachment "1") 4 The Purchaser hereby agrees to construct a cham-hnk fence along the improved channel 5 The Seller hereby acknowledges that the Purchaser has previously anformed Seller that Purchaser has negotiated for the purchase of the tracts with no antent to use its powers of eminent dommn to obtain the parcels PURCHASE PRICE 1 Amount of Purchase Price The purchase price for the Property (0 187 acre trac0 shall be the sum of Four-Thousand and Seventy Three Dollars and No Cents ($4,073 00) Addmonal Cons~deraUon The purchase price for the 0 007 acre drainage easement and adjacent temporary construction easement affecting Lot 5, Block 4 of the Alex Robertson Addition is One-Hundred and F~fty Four Dollars and No Cents ($154 00) and the purchase price for the 0 052 acre dramage easement and adjacent temporary construction easement affecting Lot 7, Block 4 of the Alex Robertson Addition is One-Thousand One-Hundred and Thirty Three Dollars and No Cents ($1,133 00) Each of the aforementioned easement tracts are described an shown in ATTACHMENT "1" 2 Payment of Purchase Price The full mount of the Purchase Price shall be payable in cash at the closmg The total full amount for the Purchase tract (0 187 acre) and the two permanent easement tracts of 0 007 acre and 0 052 acre respectively and the associated temporary construction easements as Five-Thousand Three-Hundred and S~xty Dollars and No Cents ($5,360 00) PURCHASER'S OBLIGATIONS The obhgat~ons of Purchaser hereunder to consunnnate the transactions contemplated hereby are subject to the satlsfact~on of each of the following conditions any of which may be wmved m whole or in part by Purchaser at or prior to the closing 1 Prehmmarv T~tle Re~ort. W~th~n twenty (20) days after the date hereof, Purchaser, at Purchaser's sole cost and expense, shall have caused the T~tle Company (heremafter defined) to issue an owner's pohcy commitment (the "Commitment") accompanied by copies of all recorded documents relatmg to easements, rights-of-way, etc, affecting the Property Purchaser shall give Seller written notice on or before the expiration of ten (10) days after Purchaser receives the Commitment that the eondrt~on of t~fle as set forth m the Commitment ~s or is not satisfactory In the event Purchaser states the condition of title ~s not satisfactory, Seller shall, at Seller's option, promptly undertake to ehmmate or modify all unacceptable matters to the reasonable sattsfaction of Purchaser Purchaser understands that Seller IS under no obhgat~on to cure any t~tle defects complained of by Purchaser stated in Purchaser's written notice to Seller as prowded an th~s paragraph In the event Seller ~s unable to do so w~ttun ten (10) days after receipt of written not~ce, this Agreement shall thereupon be null and void for all purposes, otherwise, th~s condition shall be deemed to be acceptable and any obJect,on thereto shall be deemed to have been wmved for all purposes Page 2 of 7 2 Survey Purchaser may, at Purchaser's sole cost and expense, obtain a current survey oft. he Property, prepared by a duly hcensed Texas land surveyor acceptable to Purchaser The survey shall be staked on the ground, and shall show the location of all ~mprovements, Inghways, streets, roads, railroads, rivers, creeks, or other water courses, fences, easements, and rights-of-way on or adjacent to the Property, ~f any, and shall contmn the surveyor's certfficat~on that there are no encroachments on the Property and shall set forth the number of total acres comprising the Property, together w~th a metes and bounds description thereof Purchaser will have ten (10) days after receipt of the survey to review and approve the survey In the event the survey is unacceptable, then Purchaser shall witlun the ten (10) day period, g~ve Seller written notme of thls fact Seller shall, at Seller's option, promptly undertake to ehm~nate or modify the unacceptable pomons of the survey to the reasonable satisfactions of Purchaser In the event Seller is unable to do so within ten (10) days after receipt of written notice, Purchaser may terminate thru Agreement, and the Agreement shall thereupon be null and void for all purposes Purchaser's failure to gtve Seller this written notice shall be deemed to be Purchaser's acceptance of the survey 3 Seller's C~ Seller shall have performed, observed, and comphed w~th all of the covenants, agreements, and conditions reqmred by thru Agreement to be performed, observed, and comphed 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 of 1ts current knowledge, as follows, winch representations and warranties shall be deemed made by Seller to Purchaser also as of the closing date 1 There are no part,es m possession of any portion of the Property as lessees, tenants at sufferance, or trespassers 2 Except for the prior actions of Purchaser, there ~s no pendxng or threatened condemnation or smaxlar proceeding or assessment or stat, affecting t~tle to the Property, or any part thereof, nor to the best knowledge and behef of Seller ~s any such proceeding or assessment contemplated by any governmental authority 3 Seller has comphed with all apphcable laws, ordinances, regulations, statutes, rules and restrictions relating to the Property or any part thereof Page 3 of 7 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 Llablhty Act (CERCLA), as amended CLOSING The closing shall be held at the o~fice ofDentex Tnle Co.m~any, 300 N Elm, Suite 101, Denton, Texas on or before /-[cl&tlST' {~ ~ I ~''l<! ~ ' (wtueh date is herein referred to as the "closing date") CLOSING REQUIREMENTS 1 Seller's Reamrements 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 restnctlons, except for the following 1 General real estate taxes for the year of closing and subsequent years not yet due and payable, and 2 Any exceptions approved by Purchaser pursuant to Purchaser's Obh~atlons 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 Title Company, Denton, Texas, (the "Title Company"), in Purchaser's favor in the full amount of the purchase price, lnsunng Purchaser's fee simple title to the Property subject only to those title exceptions listed m C10sm~ Reomrements hereof, such other exceptions as may be approved m writing by Purchaser, and the standard pnnted exceptions contmned in the usual form of Texas Owner's Policy of Title Insurance, provided, however 1 The boundary and survey exceptions shall be deleted lfreqmred by Purchaser, and if so reqmred, the costs associated with same shall be borne by Seller, Page 4 of 7 2 The exception as to resmct~ve covenants shall be endorsed "None of Record", 3 The exceptxon as to hens encumbenng the Property shall be endorsed "None of Record" other than those set forth m "Purchaser's Obh~,atlons" 4 The exceptxon for taxes shall be limited 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 Reomrements Purchaser shall pay the consideration as referenced m the "Purchase Price" section of this contract at Closing m ~mmedmtely available funds 3 Closure, Costs Sellor shall pay all taxes assessed by any tax junsflmtlon through the date of the Closing All other costs and expenses of closing ~n consummating the sale and purchase of the Property not specffieally allocated hereto shall be prod by Purchaser REAL ESTATE COMMISSION Any real estate commissions occasioned by the consummation of this Agreement shall be the sole responsibility of Seller, to the extent Seller has agreed to pay any such real estate commission in writing, and Seller agrees to lndemmfy and hold Purchaser harmless from any and all elatms for any such commissions BREACH BY SELLER In the event Seller shall fml to fully and t~mely perform any of~ts obhgatlons hereunder or shall fml to consummate the sale of the Property except Purchaser's default, Purchaser as as sole and exclusive remedy may either enforce specific performance of thru Agreement or terminate thru Agreement by written not~ce dehvered to Seller BREACH BY PURCHASER In the event Purchaser should fail to consummate the purchase of the Property, the condmons to Purchaser's obllgat~ons set forth ~n PURCHASER'S OBLIGATIONS Page 5 of 7 having been satisfied and Purchaser being ~n default, Seller as its sole and exclusive remedy may enforce specffi¢ performance ofttus Agreement, or terminate th~s Agreement by written notice delivered to Purchaser MISCELLANEOUS PROVISIONS 1 Asslmament ofA~reement Tlus Agreement may not be assigned by Purchaser w~thout the express written consent of Seller 2 val of o on Any of the representations, warrant~es, covenants, and agreements of the parties, as well as any rights and benefits of the parties, pertammg to a period of t~me following the closing of the transactions contemplated hereby shall survive the closing and shall not be merged therein 3 Notice Any notice required or permitted to be delivered hereunder shall be deemed received when sent by United States marl, postage prepmd, eerttfied marl, 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 ~ Tbas Agreement shall be construed under and in accordance with the laws of the State of Texas, and all obhgat~ons of the parties created hereunder are performable ~n Denton County, Texas 5 parties Bound This Agreement shall be b~nding upon and ~nure to the benefit of the parties and their respective legal representatives, successors and assigns where penmtted by this Agreement 6 ~ In case any one or more of the provisions contained m flus Agreement shall for any reason be held to be ~nvahd, illegal, or unenforceable m any respect, smd lnvahdlty, illegality, or unenfomeabfllty shall not affect any other provis~on hereof, and this Agreement shall be construed as if the invalid, illegal, or unenforceable prowslon had never been contained herom 7 prior A~reements Su_~erseded. This Agreement constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the pames respecting the w~thm subject matter 8 Time of Essence. Time ~s of the essence ~n this Agreement 9 Gender Words of any gender used in this Agreement shall be held and construed to include any other gender, and words m the singular number shall be held to include the plural, and wce versa, unless the context requires otherwise Page 6 of 7 10 Comnhance In accordance w~th the reqmrements of the Texas Real Estate License Act, Purchaser ~s hereby adwsed that at should be furnished w~th or obtain a pohey oft~tle insurance or Purchaser should have the abstract covenng the Property examined by an attorney of Purchaser's own select~on 11 Time L~m~t In the event a fully executed copy of th~s Agreement has not been returned to Purchaser w~thm ten (10) days after Purchaser executes thru Agreement and dehvers same to Seller, Purchaser shall have the right to terminate th~s Agreement upon written notme to Seller DATEDtlus ~/~'~ dayof~~.~, 1998 PURCHASER THE CITY OF DENTON, TEXAS Ted Benawdes C~ty Manager 215 E McK~nney ATTEST Denton, Texas 76201 JENNIFER WALTERS, CITY SECRETARY APPR(i~rED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY SELLER SAINT ANDREW CHURCH IN CHRIST TiTLIt.~ Page 7 of 7 ~EXHIBIT A" ALL that certaan lot, tract or parcel of land lyang and beang satuated an the Caty and County of Denton, State of Texas an the A Hall Survey, Abstract Number 623 and beang all of Lot 6, Block 4 of the Alex Robertson A~dataon, an addataon to the Caty of Denton, recorded in Volume 1, Page 19 of the Deed Records of Denton County, Texas and beang a tract conveyed to SaantAndrew Church of God an Chrast by deed recorded an Volume 1789, Page 864 of the Real Property Records of Denton County, Texas and beang more partacularly descrabed as follows BEGINNING at the northwest corner of saad Lot 6, same beang a poant on the east lane of Maddox Street, THENCE South 89° 47' 26" East along the north lane of saad Lot 6 a dastanCe of 143 18 feet to the northeast corner of saad Lot 6, saad poant beang the beginnang of a non-tangent curve to the left whose radaus as 2,133 68 feet and whose long chord Bears South 10° 47' 09" East a dastance of 56 03 feet, THENCE along the arc of said curve an a southeasterly darectaon through a central angle of 01° 30' 16" a dastance of 56 03 feet to the southeast corner of saad Lot 6, THENCE North 89° 47' 26" West along the south lane of saad Lot 6 a dastance of 153 86 feet to the southwest corner of saad Lot 6, THENCE, North 00° 12' 34" East along the west lane of saad Lot 6 and the east lane of M ad,ox Street a dastance of 55 00 feet to the POINT OF BEGINNING and contaanang 0 187 acre of land I1~ ~DDO~ $¥. ~/~ -,'~:~,~r~,~, , ~TE~UE ,~L~ 'ND PERKINS ~reP ~ed BF DO~e ' ~, ~ JOB NO DEN97125 Q /oENg7125/CAO~EC 4~XH~BITS/ESMT ROW21 DWG ~ "ATT/~C[~ 1" THAT s&tLnt Andrew Chucch of ~ ~n ~r~.~ o~ ~n~on count, Tex~o, ~n uso, ~r~ ~ pr~vLl~o o~ ~e ~sango ~n, al~g, ~n ~d across ~e ~oll~L~ ~.or~ p~o~r~, ~ by i~ a~ua~d ~n Den~on Count, T~ ~n ~O A H~l Su~, ~s~ao~ ~E 623 ~ ~A~ ~ng ~t of a ~aoC of 1~d ~acr~ ~ d~ ~ sa~n~ o~ ~ ~n ~rAst ~ ~n Vol~e 1230, ~ago 983 of ~ ~u~ 8?° 11' 04' EB~ · ~e~ Ot 4~ 96 Z~ ~ i ~nt ~or ~8~ of 11 26 ~ ~B# ALL that c~t~ln lot, tract or p&tco! of l~nd lying end being situated and boundo ,~o foilmm and poEpetua~ly tm~n~aininq drainago in, along, upon and 1998 toe tho ~Agh~-o£-#a~ J~gen'G M&DDOX 8'r. ~~ ....... 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