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1994-097E:"~PDOCS\ORD\HARTL]NE AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF DENTON AND MELVIN AND DOROTHY HARTLINE TO PURCHASE PROPERTY; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION I. That the City Manager is authorized to execute a Real Estate Contract between the city of Denton and Melvin and Dorothy Hartline for the purchase of property, under the terms and conditions contained in said agreement, which is attached hereto and made a part hereof, and is authorized to execute any other document which may be associated with the purchase of said property. SECTION II. That the city Council hereby authorizes the expenditure of funds in the amount of $165,052.00 for the purchase of said property and any closing costs, including the cost of property survey, as specified in the Agreement. SECTION III. That this ordinance shall become effective immed- iately upon its passage and approval. AND APPROVED this the /7~4'/day of 7~ , 1994. PASSED ATTEST: JENNIFER WALTERS, CITY SECRETARY BY:~~'~~ APPROVED AS TO LEGAL FORM: DEBRA A. DRAYOVITCH, CITY ATTORNEY REAL ESTATE CONTRACT STATE OF TEXAS COUNTY OF DENTON THIS CONTRACT OF SALE is made by and between MELVIN AND DOROTHY HARTLINE (hereinafter referred to as "Seller") and CITY OF DENTON, TEXAS, a home rule municipality, of Denton, Denton County, Texas, (hereinafter referred to as "Purchaser"), upon the terms and conditions set forth herein. PURCHASE AND SALE Seller hereby sells and agrees to convey, and Purchaser hereby purchases and agrees to pay for, the tract of land containing ap- proximately 6.63 acres of land situated in Denton County, Texas, being more particularly described in Exhibit A attached hereto and incorporated herein by reference for all purposes together with all and singular the rights and appurtenances pertaining to the prop- erty, including any right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way (all of such real prop- erty, rights, and appurtenances being hereinafter referred to as the "Property"), together with any improvements, fixtures, and per- sonal property situated on and attached to the Property, for the consideration and upon and subject to the terms, provisions, and conditions hereinafter set forth. PURCHASE PRICE 1. Amount of Purchase Price. The purchase price for the Property shall be the sum of ONE HUNDRED SIXTY-FIVE THOUSAND FIFTY- TWO DOLLARS ($165,052.00). 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 pre- liminary title report (the "Title Report") 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 before the expiration of ten (10) days after Purchaser re- ceives the Title Report that the condition of title as set forth in the title binder is or is not satisfactory, and in the event Pur- chaser states the condition is not satisfactory, Seller shall, at Seller's option, promptly undertake to eliminate or modify all unacceptable matters to the reasonable satisfaction of Purchaser. 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 and the Escrow Deposit shall be forthwith returned by the Title Company to Purchaser; otherwise, this con- dition shall be deemed to be acceptable and any objection thereto shall be deemed to have been waived for all purposes. 2. Survey. Upon written request by Purchaser delivered to Seller contemporaneously with Purchaser's delivery of an executed original of this Agreement, Seller shall within twenty (20) days from the date hereof, at Purchaser's sole cost and expense, deliver to Purchaser a current survey of the Property, prepared by a duly licensed Texas land surveyor acceptable to Purchaser. The survey shall be staked on the ground, and shall show the location of all improvements, highways, streets, roads, railroads, rivers, creeks, or other water courses, fences, easements, and rights-of-way on or adjacent to the Property, if any, and shall contain the surveyor's certification that there are no encroachments on the Property and shall set forth the number of total acres comprising the Property, together with 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 within the ten (10) day period, give Seller written notice of this fact. Seller shall, at Seller's option, promptly undertake to eliminate or modify the unacceptable portions of the survey to the reasonable satisfaction of Purchaser. In the event Seller is unable to do so within ten (10) days after receipt of written notice, Purchaser may terminate this Agreement, and the Agreement shall thereupon be null and void for all purposes and the Escrow Deposit shall be returned by the Title Company to Purchaser. Purchaser's failure to give Seller this written notice shall be deemed to be Purchaser's acceptance of the survey. 3. Seller's Compliance. Seller shall have performed, ob- served, and complied with all of the covenants, agreements, and conditions required by this Agreement to be performed, observed, and complied with by Seller prior to or as of the closing. REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Purchaser as follows, which representations and warranties shall be deemed made by Seller to Purchaser also as of the closing date: PAGE 2 1. There are no parties in possession of any portion of the Property as lessees, tenants at sufferance, or trespassers. 2. Except for the prior actions of Purchaser, there is no pending or threatened condemnation or similar proceeding or asses- sment affecting the Property, or any part thereof, nor to the best knowledge and belief of Seller is any such proceeding or assessment contemplated by any governmental authority. 3. Seller has complied with all applicable laws, ordinances, regulations, statutes, rules and restrictions relating to the Property, or any part thereof. 4. (a) 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 Environmen- tal Response Compensation and Liability Act (CERCLA), as amended. (b) The City of Denton assumes the risk of and agrees to indemnify and hold Seller harmless, and to defend Seller against and from all claims, costs, liabilities, expenses (including without limitation court costs and attorney's fees), or demands of whatsoever nature or source for any defects or Environmental Problems, latent or obvious, discovered or undiscovered, in the real and chattel property to be conveyed hereunder, causing per- sonal injury to or death of persons whomsoever (including without limitation employees, agents or contractors of the city of Denton, Seller or any third party), or causing property damage or destruc- tion of whatsoever nature or contamination to the environment (including without limitation property of the city of Denton or Seller, or property in its or their care, custody, or control, and third party property), arising out of acts, omissions or events occurring after Closing. (c) Seller assumes the risk of and agrees to indemnify and hold the city of Denton harmless, and to defend the City of Denton against and from all claims, costs, liabilities, expenses (includ- ing without limitation court costs and attorney fees), or demands of whatsoever nature or source for any defects or Environmental Problems, latent or obvious, discovered or undiscovered, in the real and chattel property to be conveyed hereunder, causing per- sonal injury to or death of persons whomsoever (including without limitation employees, agents or contractors of Seller, the city of Denton or any third party), or causing property damage or destruc- tion of whatsoever nature or contamination to the environment (including without limitation property of Seller or the City of Denton, or property in its or their care, custody, or control, and third party property), arising out of acts, omissions or events occurring before Closing. PAGE 3 "Environmental Problems" means any cause or action under the federal Comprehensive Environmental Response Compensation and Liability Act of 1980 (as amended) and any cause or action arising from similar federal, state or local legislation or other rules of law, and private causes of action of whatever nature which arise from environmental damage, toxic wastes or other similar causes. MISCELLANEOUS OBLIGATIONS OF PARTIES Seller shall be allowed to occupy the property until January 1, 1995. CLOSING The closing shall be held at the office of Title Company, Denton, Texas, on or before , or at such title company, time, date, and place as Seller and Purchaser may mutually agree upon (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 liens, encumbrances, conditions, easements, asses- sments, 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 Obliqations here- of; and 3. Any exceptions approved by Purchaser in writing. B. Deliver to Purchaser a Texas Owner's Title Policy at Seller's sole expense, issued by Title Company, Denton, Texas, (the "Title Company"), or such title company as Seller and Purchaser may mutually agree upon, in Purch- aser'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 Closina Requirements hereof, such other exceptions as may be approved in writing by Purchaser, and the standard printed exceptions contained in the usual form of Texas Owner's Title Policy, provided, however: PAGE 4 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 the lien for taxes shall be limited to the year of closing and shall be endorsed "Not Yet Due and Payable"; and 4. 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 Requirements. Purchaser shall pay the full cash purchase price to Seller at Closing in immediately available funds. 3. Closing Costs. Through the date of Closing, Purchaser shall only be responsible for the payment of taxes assessed by the City of Denton and, Seller shall pay all other taxes assessed by any other tax jurisdiction through the date of Closing. Any taxes imposed, assessed or arising because of a change of use of the Property after closing shall be paid by Seller, save and except taxes so imposed by the city of Denton, which taxes shall be paid ° by Purchaser. All other costs and expenses of closing in consummating the sale and purchase of the Property not specifically allocated herein shall be equally shared by Purchaser and Seller. REAL ESTATE COMMISSION Any real estate commissions occasioned by the consummation of this Agreement shall be the sole responsibility of Seller, and Seller agrees to indemnify and hold harmless Purchaser from any and all claims for these commissions. BREACH BY SELLER In the event Seller shall fail to fully and timely perform any of its obligations hereunder or shall fail to consummate the sale of the Property except Purchaser's default, Purchaser may either enforce specific performance of this Agreement or terminate this Agreement. PAGE 5 BREACH BY PURCHASER In the event Purchaser should fail to consummate the purchase of the Property, the conditions to Purchaser's obligations set forth in PURCHASER'S OBLIGATIONS having been satisfied and Purchaser being in default Seller may either enforce specific performance of this Agreement, or terminate this Agreement. MISCELLANEOUS 1. Assignment of Aqreement. This Agreement may not be assigned by Purchaser without the express written consent of Seller. 2. Survival of Covenants. Any of the representations, war- ranties, covenants, and agreements of the parties, as well as any rights and benefits of the parties, pertaining 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 notice required or permitted to be delivered hereunder shall be deemed received when sent by United States mail, postage prepaid, certified mail, 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. Texas Law to ADDiv. This Agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Denton County, Texas. 5. Parties Bound. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by this Agreement. 6. Legal Construction. In case any one or more of the pro- visions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, said in- validity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein. 7. Prior Aqreements Supersede~. This Agreement constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. 8. Time of Essence. Time is of the essence in this Agreement. 9. Gender. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the PAGE 6 singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. 10. Memorandum of Contract. Upon request of either party, both parties shall promptly execute a memorandum of this Agreement suitable for filing of record. 11. ComDliance. In accordance with the requirements of the Texas Real Estate License Act, Purchaser is hereby advised that it should be furnished with or obtain a policy of title insurance or Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's own selection. 12. Time Limit. In the event a fully executed copy of this Agreement has not been returned to Purchaser within five (5) days after Purchaser executes this Agreement and delivers same to Sel- ler, Purchaser shall have the right to terminate this Agreement upon written notice to Seller. DATED this // day of ~/~ , 1994. SELLER MELVIN HARTLiNE 4444 Foster Road Denton, Texas 76208 4444 Foster Road Denton, Texas 76208 PURCHASER THE CITY OF DENTON, TEXAS ~ L~O~/D/V. ~HAR~'EL L,~C ]~er 215 E. McKinney Street Denton, Texas 76201 PAGE 7 STATE OF TEXAS COUNTY OF DENTON This instrument wasiacknowledged before me on // ~ / ~ ~ by MELVIN HARTLINE. NOTAR~ ~UBLIC IN AND FOR TEXAS STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on NOTAR~ PUBliC IN AND FOR TEXAS STATE OF TEXAS COUNTY OF DENTON Th~s instrument is acknowledged before me, the on ~//.~L by LLOYD V. HARRELL, City Manager, of the city of Denton, a municipal corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowl- edged to me that the same was the act of the said City of Denton, Texas, a municipal corporation, that he was duly authorized to perform the same by appropriate ordinance of the city Council of the City of Denton and that he executed the same as the act of the said city for purpose and consideration therein expressed, and in the capacity therein stated. Y PUBLI~/~N AND FOR TEXAS ATTEST: ~ JENNIFER WALTERS, CITY SECRETARY DEBRA A. DRAYOVITCH, CITY ATTORNEY E:\WPDOCS\K\~ARTLINE,K 2AGE 8 ~I$ ~ IS BEING RE-FIr.Rn FOR T~E PURPOSE OF COMPLETING THE NOTARY ACKNOWLED~f~'I~, AND FOR NO ~ REASC~ GF#94R03321 DT1 WARRANTY DEED Date: June 15, 1994 Grantor: Melvin Hartline a/k/a Melvin Grady Hartline and Dorothy Hartline Grantor's Mailing Address: 4444 Foster Road (including county) Denton, Denton County, Texa~ 76208 Grantee: The City of Denton, Texas Grantee's Mailing Address: 215 E. McKinney (including county) Denton, Denton County, Texas 76201 Consideration: For and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged. Property (including any improvements): Being 6.63249 acres out of the GIDEON WALKER SURVEY Abstract No. 1330 to Denton County, Texas and being more particularly described on Exhibit "A" attached hereto and made a part hereof for all purposes. Reservations from and Exceptions to Conveyance and Warranty: This conveyance is made and accepted subject to all easements, reservations, conditions, covenants and restrictive covenants as the same appear of record in the office of the County Clerk of the county in which the property is situated, to the extent that the same apply to subject property and remain in effect. Grantor, for the consideration and subject to the reservations from and exceptions to conveyance and warranty, grants, sells, and conveys to Grantee the property, together with all and singular the rights and appurtenances thereto in any wise belonging, to have and hold it to Grantee, Grantee's heirs, executors, administrators, successors, or assigns forever. Grantor binds Grantor and Grantor's heirs, executors, administrators, and successors to warrant~ and forever defend all and singular the property to Grantee and Grantee's heirs, executors, administrators, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof, except as to the reservations from and exceptions to conveyance and warranty. When the context requires, singular nouns and pronouns include the plural. Melvin Hartline ' a/k/a Melvin Grady Hartline ACKNOWLEDGMENT THE STATE OF TEXAS COUNTY OF DENTON THIS INSTRUMENT was acknowledged before me on the//day of June, 1994 by Melvin Hartline, a~ ~'~?~,, JANE MI-I'OHELL ACKNOWLEDGMENT THE STATE OF TEXAS ) COUNTY OF DENTON ) THIS INSTRUMENT was acknowled~before ~ on the~day of June, 1994 by Dorothy Hartline.~~-- ~:.~Z~:~,,z ,,. JANE MITCHELID__ / ~-~ot~ Publzc,' State of Texas ~ ~,~' My Oomm. Exp. S-~-96 ~ After Recording Please Return to: The City of Denton, Texas 215 E. McKinney Denton, Texas 76201 A:\WarDeed,Frm EY'~IIS IT .'A' All ~}tet certain lot, ~rect or parcel of lend, lying end being situated in the County of Denton, State of Texas, and being e part of e 'certain 6.63249 acre tract of land ~lticb wes conveyed by deed dated September Il, J963, from W. A. Coyle and vile~ Ruth Coyle to Helvtn ilartllne, as ehown of record in Volume 499, Page 248 of tile Deed Records of Denton County, Texas; being out of the Cidson Walker Survey, Abstract No, 1330.and being more particularly described as iollowa~ SEClNNIN~ at a point in and East and West public road and being the Northeast corner of tile above mentioned 6.63249 acre tractt TllENCEI Soutb~ 03 degrees, 21 minutes West, alons the East Boundary tine of said tract, same being a fence line, 673.81 feet to a point for tile Southeast Corner of said tract; TllENCEI West, 430.74 feet, alone fence line to a point for tile Southwest Corner of said tract; ~IENCE~ North, 03 degrees, 21 minutes East, along fence line and the West'" Boundary Line of the past mentioned tract, 669.96 feet to a point in an East end West public road ~or th~ Northwest Corner of said 6.63249 acre trectl TilENCE~ North, 89 desrees, 29 minutes, 20'eeconde East, along the North Boundary Line of the Helvin ilartline tract~ 430.985 feet to point of beginning end containing 6.63249 acres of.land. JUk~ B IS 199/-: Filed foe R~coed DENTON COUN%Y, TX HONORABLE TIM HODGES /COUNTY CLER~ --~ Iqumbe-p: 94--R0049~6 Type : WD 15~00 EXHIBIT "A"