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1997-314AN ORDINANCE APPROVING A REAL ESTATE CONTRACT BETWEEN THE CITY OF DENTON AND L A NELSON, JR, RELATING TO THE PURCHASE OF 0 233 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 C~ty Manager is hereby authorized to execute a Real Estate Con- tract between the Cxty and L A Nelson, Jr, m substantmlly the form of the Real Estate Contract which ~s attached to and made a part of th~s ordinance for all purposes, for the purchase of 0 233 acres of land for constructing drmnage ~mprovements m the PEC-4 Tributary of Pecan Creek SECTION II That the C~ty Manager as authorized to make the expenditures as set forth ~n the attached Real Estate Contract ~ That th~s ordinance shall become effective lmmedmtely upon ~ts passage and approval JACK MILLER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY HERBERT L PROUTY, CITY ATTORNEY e \does\ord~nel$on real estate contract REAL ESTATE CONTRACT STATE OF TEXAS COUNTY OF DENTON THIS CONTRACT OF SALE is made by and between L A Nelson, Jr (hereinafter referred to as "Seller") and CITY OF DENTON, TEXAS, a home rule municipality, of Denton, Denton County, Texas, (hereinaf- ter referred to as ,,Purchaser"), upon the terms and condltlons set forth herein PURCHASE AND SALE 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 0 233 acres of land, more or less, as described in Exhibit "A" attached hereto, together with all rights and appurtenances pertaining to the sa~d property, including any right, title and interest of Seller ~n and to ad3acent streets alleys or rights-of-way (all of such real property, rights, and appurtenances being hereinafter referred to as the "Property"), together with any Improvements, fixtures, and personal property situated on and attached to the Property, for the consideration and upon and subject to the terms, provisions, and conditions hereinaf- ter set forth Purchaser to pay all closing cost, Purchaser assumes payment for all ad valorem taxes due and payable (including 1997), Purchaser assumes payment of mowing lien recorded in Volume 2157, Page 549 R P R D C T , Purchaser assumes payment of pavement assessment recorded in Volume 589, Page 587, D R D C T , PURCHASE PRICE 1 Amount of Purchase Price The purchase price for the Property shall be the sum of $8,464 00 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 trans- actions contemplated hereby are subject to the satisfaction of each of the following conditions any of which may be waived in whole or in part by Purchaser at or prior to the closing 1 Preliminary Title Report Within twenty (20) days after the date hereof, Seller, at Seller's sole cost and expense, shall have caused the Title Company (hereinafter defined) to issue a owners policy commitment (the ,,Commitment") accompanied by copies of all recorded documents relating to easements, rights-of-way, etc , affecting the Property Purchaser shall g~ve Seller written notice on or before the expiration of ten (10) days after Purchaser receives the Commitment that the condition of title as set forth in the Commitment 1s or ~s hot satisfactory In the event Purchaser states the condltlon of title 1s not satisfactory, Seller shall, at Seller's option, promptly undertake to eliminate or modify all unacceptable matters to the reasonable sat~sfactlon of Purchaser Purchaser understands that Seller ~s under no obllgat~on to cure any tltle defects complained of by Purchaser stated in Purchaser's wrltten not~ce to Seller as provided in this paragraph In the event Seller is unable to do so w~thln ten (10) days after receipt of wrltten notlce, this Agreement shall thereupon be null and void for all purposes, otherwise, this conditlon shall be deemed to be acceptable and any objection thereto shall be deemed to have been waived for all purposes 2 Survey Purchaser may, at Purchaser's sole cost and expense, obtain a current survey of the Property, prepared by a duly llcensed Texas land surveyor acceptable to Purchaser The survey shall be staked on the ground, and shall show the location of all improvements, hlghways, streets, roads, railroads, rivers, creeks, or other water courses, fences, easements, and r~ghts-of- way on or ad]acent to the Property, 1f any, and shall contain the surveyor's certlficatlon that there are no encroachments on the Property and shall set forth the number of total acres comprising the Property, together wlth a metes and bounds description thereof Purchaser w~ll have ten (10) days after receipt of the survey to revlew and approve the survey In the event the survey is unacceptable, then Purchaser shall within the ten (10) day per~od, give Seller written notlce of this fact Seller shall, at Seller's optlon, promptly undertake to ellmlnate or modify the unacceptable port~ons of the survey to the reasonable satisfaction of Purchaser In the event Seller is unable to do so w~th~n ten (10) days after recelpt of written not~ce, Purchaser may termlnate thls Agreement, and the Agreement shall thereupon be null and vold for all purposes Purchaser's fallure to g~ve Seller this wrltten notlce shall be deemed to be Purchaser's acceptance of the survey 3 Seller's ComDllance Seller shall have performed, ob- served, and complied w~th all of the covenants, agreements, and conditions required by this Agreement to be performed, observed, and complied wlth 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 lts current knowledge, as follows, which representatlons and warranties shall be deemed made by Seller to Purchaser also as of the closing date i There are no parties ~n possession of any port~on of the Property as lessees, tenants at sufferance, trespassers or other parties AEE0095A PAGE 2 Except for the prior actions of Purchaser, there is no pending or threatened condemnation or similar proceeding or asses- sment 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 authori- ty 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 (RCP~A), as amended, and the Comprehensive Environmental Response Compensation and Liability Act (CERCLA), as amended CLOSING The closing shall be held at the off~ce of Dentex Title Company, 300 N Elm, Suite 101, Denton, Texas on or before October 31, 1997, (which date is herein referred to as the "closing date") CLOSING REQUIREMENTS 1 Seller's Requirements 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 l~ens, 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, 2 Any exceptions approved by Purchaser pursuant to Purchaser's Obligations here- of, 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 "T~tle Company"), Purchaser's favor in the full amount of the purchase price, insuring Purchaser's fee simple title to the Property subject only to those title exceptions listed in Clo~lnq ~eau~rements hereof, such other exceptions as may be AEE0095A PAGE 3 approved in writing by Purchaser, and the standard printed exceptions contained in the usual form of Texas Owner's Policy of Title Insurance, provided, however 1 The boundary and survey exceptions shall be deleted if required by Purchaser, and if so required, the costs associated with same shall be borne by Seller, 2 The exception as to restrictive cove- nants shall be endorsed "None of Record", 3 The exception as to liens encumbering the Property shall be endorsed "None of Record" C Deliver to Purchaser possession of the Property on the day of closing 2 Purchaser's Reaulrements Purchaser shall pay the consideration as referenced in the "Purchase Price" section of this contract at Closing in Immediately available funds 3 Closlna Costs Seller shall pay all taxes assessed by any tax collection authority through the date of Closing All other costs and expenses of closing in consummating the sale and purchase of the Property not specifically allocated herein shall be paid by Purchaser REAL ESTATE COMMISSION Any real estate commissions occasIoned by the consummation of thzs 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 zndemnzfy and hold Purchaser harmless from any and all claims for any such commissions BREACH BY SELLER In the event Seller shall fall to fully and tzmely perform any of its obligations hereunder or shall fall to consummate the sale of the Property except Purchaser's default, Purchaser as its sole and exclusive remedy may either enforce speczfzc performance of th~s Agreement or terminate thzs Agreement by written notice delivered to Seller BREACH BY PURCHASER In the event Purchaser should fall to consummate the purchase of the Property, the conditions to Purchaser's obllgatzons set forth in PURCHASER'S OBLIGATIONS havzng been satisfied and Purchaser being in default Seller as its sole and exclusive remedy AEE0095A PAGE 4 may enforce specific performance of this Agreement, or terminate this Agreement by written notice delivered to Purchaser MISCELLANEOUS PROVISIONS 1 Ass~qnment of A~reement Th~s Agreement may not be assigned by Purchaser w~thout the express written consent of Seller 2 Survival of Covenants Any of the representations, war- rantles, covenants, and agreements of the part~es, as well as any rlghts and benefits of the parties, pertalnlng to a per~od of time followlng the closing of the transactions contemplated hereby shall survive the closing and shall not be merged therein 3 Notlce Any notlce requlred or permitted to be delivered hereunder shall be deemed received when sent by United States mall, postage prepaid, certified mall, return receipt requested, addres- sed to Seller or Purchaser, as the case may be, at the address set forth beneath the signature of the party 4 Texa~ Law to APPLY Th~s Agreement shall be construed under and in accordance with the laws of the State of Texas, and all obllgatlons of the parties created hereunder are performable ~n Denton County, Texas 5 Part~es Bound Th~s Agreement shall be b~nd~ng upon and inure to the benefit of the part~es and their respective legal representatives, successors and assigns where permitted by this Agreement 6 Legal Construction In case any one or more of the pro- v~slons contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, said in- validity, ~llegallty, or unenforceabll~ty shall not affect any other provlslon hereof, and this Agreement shall be construed as ~f the invalid, ~llegal, or unenforceable provision had never been contained here~n 7 Prior A~reements Superseded Th~s Agreement constitutes the sole and only agreement of the parties and supersedes any prior understandings or wrltten or oral agreements between the parties respecting the wlthln subject matter 8 Time of Essence T~me is of the essence ~n th~s Agreement 9 Gender Words of any gender used in th~s Agreement shall be held and construed to include any other gender, and words in the s~ngular number shall be held to include the plural, and v~ce versa, unless the context requires otherwise AEE0095A PAGE 5 10 Compliance In accordance with the requirements of the Texas Real Estate License Act, Purchaser Ks hereby advised that it should be furnzshed with or obtaln a policy of tztle insurance or Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's own selection 11 Tame Llmzt In the event a fully executed copy of th~s Agreement has not been returned to Purchaser wzthln ten (10) days after Purchaser executes thzs Agreement and delivers same to Sel- ler, Purchaser shall have the r~ght to terminate this Agreement upon written notice to Seller DATED this ~ day of ~ , 1997 PURCHASER THE CITY OF DENTON, TEXAS Ted Benavldes City Manager 215 E McKlnney Denton, Texas 76201 ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY SELLER L A Nelson, Jr AEE0095A PAGE 6 EXt'EBIT "A' PROPERTY DESCRIPTION BEING A 0 233 OF AN ACRE OF LAND SITUATED IN THE H SISCO SURVEY, A-I 184, DENTON COUNTY, TEXAS ~AID ACREAGE ALSO BEING TH~ REMAINDER OF A TRACT OF LAND CONVEYED TO L A. NELSON, JR. ACCORDING TO TH~ DI~D RECORDED IN VOLIJME 1504, PAGE 141, DEED RECORDS, DEiVrON COUNTY, TEXAS SAID ACI~AGE IS MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS BEGINNING AT A 5/8 INCH IRON POD SET IN THE SOUTH ~ OF SAID NELSON TRACT FROM WHLTNC]~ TH~ I1N'i'/~4~SECTION OF TH~ ORIGINAL EAST RIGHT-OF-WAY LINE OF BRADSHAW STREET WITH TI~ SOUTH LINE OF SAID SISCO SURVv~Y BEARS (BY D~n CALL) S 00°02'03"E, 60 00 FL~T A/qD S Sg°5?'~?'W, 5 00 ~_~'r SA~D 5/S INCH IRON ROD ALSO BEING AT TH~ SO~T CORNER. OF A TRACT OF LAND CON'V~YI~) TO TH~ CITY OF DENTON ACCORDING TO THE DEF, D RECORDF_D IN VOLUME $72, PAGI~ 694, SAID D~n RF-CORDS, T~I~NCE N 00°02'03" W ALONG TH~ EAST LINE OF SAID CITY TRACT, 70 00 FI~T TO A 5/8 INCH IRON ROD SET IN TH~ NORTH LIN~ OF SAID NELSON PROPERTY, THENCE N 89 ° 57'57" E ALONG SAID NORTH LINE, 145 00 FF_~T TO ~ NORTHEAST CORNER OF SAID NELSON[ TRACT, THENCE S 00°02'03" E ALONGTH~ FAST LIN~ OF SAID NELSON TRACT, 70 00 FF~T TO A 5/8 INCH IRON ROD SET FOR ~ SOUTHEAST C_~ OF SAID NELSON TRACT, THENCE $ 89 °57'57' W ALONG THE SOUTH ~ OF SAID NELSON TRACT, 145 00 FF_~T TO THE POINT OF BEGINNING AND CONTAINING 0 233 OF AN ACRE OF LAND