2010-110
sAour documents\ordinances\10\ma2nolia acquisition ordinance.doc
ORDINANCE NO.--2010-110
AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY
MANAGER OR HIS DESIGNEE TO EXECUTE A REAL ESTATE CONTRACT OF
SALE BETWEEN THE CITY OF DENTON AND MCKENNA PARK
CONGREGATION OF JEHOVAH'S WITNESSES, DENTON, TEXAS, AND ANY
OTHER DOCUMENTS NECESSARY TO ACQUIRE AN APPROXIMATE 3.779
ACRES OF LAND AND AN APPROXIMATE .127 ACRE TEMPORARY
CONSTRUCTION AND ACCESS EASEMENT, LOCATED IN THE THOMAS TOBY
SURVEY, ABSTRACT NUMBER 1288, AND THE B.B.B. AND C. R.R. COMPANY
SURVEY, ABSTRACT NO. 186, DENTON COUNTY TEXAS, AND BEING A
PORTION OF LOT 1, BLOCK 1 OF LAKE CITIES ADDITION, AN ADDITION TO
THE CITY OF DENTON, DENTON COUNTY, TEXAS, ACCORDING TO THE
PLAT THEREOF RECORDED IN CABINET N, PAGE 320, PLAT RECORDS,
DENTON COUNTY, TEXAS; AUTHORIZING THE EXPENDITURE OF FUNDS
THEREFORE; AND PROVIDING AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS:
SECTION I.. The City Manager or his designee is hereby authorized to execute a
Contract of Sale between the City of Denton and McKenna Park Congregation of
Jehovah's Witnesses, Denton, Texas, attached hereto and made a part hereof as Exhibit
"A" (the "Contract-), with a purchase price of $120,000.00 plus closing costs as
prescribed in the Contract, and any other documents necessary for the acquisition of an
approximate 3.779-acre tract of land and an approximate .127-acre temporary
construction and access easement, as more particularly described therein. The property is
being acquired for detention pond and drainage improvements.
SECTION 2. This Ordinance shall become effective immediately upon its
passage and approval.
PASSED AND APPROVED this day of '2010.
A OR
MARK A. UR;COU C/
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By
sAour documents\ordinances\10\magnolia acquisition ordinance.doc
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By:
CONTRACT OF SALE
STATE OF TEXAS §
COUNTY OF DENTON §
This Contract of Sale (the "Contract") is made this VU day of L-,
2010, effective as of the date of execution hereof by Buyer, as defined herein (the
"Effective Date"), by and between McKenna Park Congregation of Jehovah's Witnesses,
Denton, Texas (referred to herein as "Seller") and the CITY OF DENTON, TEXAS, a
Home Rule Municipal Corporation of Denton County, Texas (referred to herein as
"Buyer").
RECITALS
WHEREAS, Seller owns those certain lands being more particularly described on
Exhibit "A", attached hereto and made a part hereof for all purposes, being located in
Denton County, Texas (the "Land");
WHEREAS, Seller owns those certain lands, being more particularly described on
Exhibit "B", attached hereto and made a part hereof for all purposes, being located in
Denton County, Texas (the "Easement Land");
WHEREAS, Seller desires to sell to City, and City desires to buy from Seller, the
Land, subject to the reservations made herein, together with any and all rights or interests
of Seller in and to adjacent streets, alleys and rights of way and together with all and
singular the improvements and fixtures thereon and all other rights and appurtenances to
the Land (collectively, the "Property"); and
WHEREAS, Seller desires to sell to City, and City desires to buy from Seller, a
Temporary Construction and Access Easement in, on, under, over and across the
Easement Land (the "Easement").
ARTICLE I
SALE OF PROPERTY
1.01 Sale of Property. For the consideration hereinafter set forth, and upon the
terms, conditions and provisions herein contained, Seller agrees to sell and convey to
Buyer, and Buyer agrees to purchase from Seller, the Property.
Seller, subject to the limitation of such reservation made herein, shall reserve, for
itself, its successors and assigns all oil, gas and other minerals in, on and under and that
may be produced from the Property. Seller, its successors and assigns shall not have the
right to use or access the surface of the Property, in any way, manner or form, in
connection with or related to the reserved oil, gas, and other minerals and/or related to
exploration and/or production of the oil, gas and other minerals reserved herein, including
without limitation, use or access of the surface of the Property for the location of any well
or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit
areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other
utility infrastructure, and/or for subjacent or lateral support .for any surface facilities or
well bores, or any other infrastructure or improvement of any kind or type in connection
with or related to the reserved oil, gas and other minerals, and/or related to the
exploration or production of same.
As used herein, the term "minerals" shall' include oil, gas and all associated
hydrocarbons, and shall exclude (i) all substances (except oil, gas and all associated
hydrocarbons) that any reasonable extraction, mining or other exploration and/or
production method, operation, process or procedure would consume, deplete or destroy
the surface of the Property; and (ii) all substances (except oil and gas) which are at or
near the surface of the Property. The intent of the parties hereto is that the meaning of
the term "minerals" as utilized herein, shall be in accordance with that set forth in Reed v.
Wylie, 597 S.W.2d 743 (Tex. 1980).
As used herein, the term "surface of the Property" shall include the area from the surface
of the earth to a depth of five hundred feet (500') below the surface of the earth and all
areas above the surface of the earth.
1.02 Sale of Easement. For the consideration hereinafter set forth, and upon the
terms, conditions and provisions herein contained, Seller agrees to sell and convey to
Buyer, and Buyer agrees to purchase from the Seller, the Easement.
ARTICLE II
PURCHASE PRICE AND EARNEST MONEY
2.01 Purchase Price. The Purchase Price to be paid to Seller for the Property and the
Easement is the sum of One Hundred Twenty Thousand and No/100 Dollars
($120,000.00) (the "Purchase Price").
2.02 Earnest Money. Buyer shall deposit the sum of Five Thousand and No/100
Dollars ($5,000.00), as Earnest Money (herein so-called) with Title Resources_of Denton
County, LLC, located at 1112 Dallas Drive, Suite 402, Denton, Texas 76205-5124 (the
"Title Company"), as escrow agent, upon execution of this Contract by Seller and Buyer.
All interest earned thereon shall become part of the Earnest Money and shall be applied
or disposed of in the same manner as the original Earnest Money deposit, as provided in
this Contract. If the purchase contemplated hereunder is consummated in accordance
with the terms and the provisions hereof, the Earnest Money, together with all interest
earned thereon, shall be applied to the Purchase Price at Closing. In all other events, the
Earnest Money, and the interest accrued thereon, shall be disposed of by the Title
Company as provided in this Contract.
Contract of Sale
Page 2 of 27
2.03 Independent Contract Consideration. Within fourteen (14) calendar days after
the Effective Date, as defined below, Buyer shall deliver to Seller a check in the amount
of One Hundred and No/100 Dollars ($100.00) (the "Independent Contract
Consideration"), which amount the parties hereby acknowledge and agree has been
bargained for and agreed to as consideration for Seller's execution and delivery of the
Contract. The Independent Contract Consideration is in addition to, and independent of
any other consideration or payment provided in this Contract, is non-refundable, and shall
be retained by Seller notwithstanding any other provision of this Contract.
ARTICLE III
TITLE AND SURVEY
3.01 Title Commitment.
(a) Within twenty (20) calendar days after the Effective Date, Seller, at Seller's sole
cost and expense, shall cause to be furnished to Buyer a current Commitment for
Title Insurance (the "Title Commitment") for the Property, issued by Title
Company. The Title Commitment shall set forth the state of title to the Property,
including a list of liens, mortgages, security interests, encumbrances, pledges,
assignments, claims, charges, leases (surface, space, mineral, or otherwise),
conditions, restrictions, options, severed mineral or royalty interests, conditional
sales contracts, rights of first refusal, restrictive covenants, exceptions, easements
(temporary or permanent), rights-of-way, encroachments, or any other
outstanding claims, interests, estates or equities of any nature (each of which are
referred to herein as an "Exception").
(b) Along with the Title Commitment, Seller shall also cause to be delivered to
Buyer, at Seller's sole cost and expense, true and correct copies of all instruments
that create or evidence Exceptions, including those described in the Title
Commitment as exceptions to which the conveyance will be subject and/or which
are required to be released or cured at or prior to Closing.
3.02 Survey. Within thirty (30) calendar days after the Effective Date, Seller shall
cause to be prepared and furnished to Buyer, at Buyer's expense, a current on the ground
survey of the Property (the "Survey"). The Survey shall depict the location of all roads,
streets, easements and rights of way, both on and adjoining the Property, water courses,
100 year flood plain, fences and improvements and structures of any kind. The Survey
shall further describe the size of the Property, in acres, and contain a metes and bounds
description thereof. Seller shall furnish or cause to be furnished any affidavits,
certificates, assurances, and/or resolutions or amended or revised survey(s) as required by
the Title Company in order to amend the survey exception as required by Section 3.05
below. The description of the Property as set forth in (i) the conveyance plat, as required
in Section 5.03(d), below; or (ii) the Survey, at the Buyer's election, shall be used to
describe the Property in the deed to convey the Property to Buyer and shall be the
description set forth in the Title Policy.
Contract of Sale
Page 3 of 27
3.03 Review of Title Commitment, Survey and Exception Documents. Buyer shall
have a period. of fifteen (15) calendar days (the "Title Review Period") commencing with
the day Buyer receives the last of the Title Commitment, the Survey, and the Exception
documents, in which to give written notice to Seller, specifying Buyer's objections to one
or more of the items ("Objections"), if any. All items set forth in the Schedule C of the
Title Commitment, and all other items set forth in- the Title Commitment which are
required to be released or otherwise satisfied at or prior to Closing, shall be deemed to be
Objections without any action by Buyer.
3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. The Seller shall,
within twenty (20) calendar days after Seller is provided notice of Objections, either
satisfy the Objections at Seller's sole cost and expense or promptly notify Buyer in
writing of the Objections that Seller cannot or will not satisfy at Seller's expense.
Notwithstanding the foregoing sentence, Seller shall, in any event, be obligated to cure
those Objections or Exceptions that have been voluntarily placed on or against the
Property by Seller after the Effective Date. If Seller fails or refuses to satisfy any
Objections that Seller is not obligated to cure within the allowed twenty (20) calendar day
period, and if Buyer does not agree in writing to an extension of that period, said
extension to not exceed an additional thirty (30) days, then Buyer has the option of either:
(a) waiving the unsatisfied Objections by, and only by, notice in writing to Seller
prior to Closing, in which event those Objections shall become Permitted
Exceptions (herein so called), or
(b) terminating this Contract by notice in writing prior to Closing and receiving back
the Earnest Money, in which latter event Seller and Buyer shall have no further
obligations, one to the other, with respect to the subject matter of this Contract.
3.05 Title Policy. At Closing, Seller, at Seller's sole cost and expense, shall cause a
standard Texas Owner Policy of Title Insurance ("Title Policy") to be furnished to Buyer.
The Title Policy shall be issued by the Title Company, on behalf of Title Resources
Guaranty Company, in the amount of the Purchase Price and insuring that Buyer has
indefeasible fee simple title to the Property, subject only to the Permitted Exceptions and,
if requested by Buyer, contain a T-19.1, T-19.2, or T-19.3 Endorsement, as applicable,
with no amendment. The Title Policy may contain only the Permitted Exceptions and
shall contain no other exceptions to title, with the standard printed or common exceptions
amended or deleted as follows:
(a) survey exception must be amended if required by Buyer to read "shortages in
area" only (although Schedule C of the Title Commitment may condition
amendment on the presentation of an acceptable survey and payment, to be borne
solely by Buyer, of any required additional premium);
(b) no exception will be permitted for "visible and apparent easements" or words to
that effect (although reference may be made to any specific easement or use
shown on the Survey, if a Permitted Exception);
Contract of Sale
Page 4 of 27
(c) no exception will be permitted for "rights of parties in possession";
(d) no lien will be shown on Schedule B.
Notwithstanding the enumeration of the following exceptions, amendments and/or
deletions, Buyer may object to any Exception it deems material,-in its sole discretion.
ARTICLE IV
FEASIBILITY REVIEW PERIOD AND IMPROVEMENTS
4.01 Review Period. Any, term or provision of this Contract notwithstanding, the
obligations of Buyer specified in this Contract are wholly conditioned on Buyer's having
determined, in Buyer's sole and absolute discretion, during the period commencing with
the Effective Date of this Contract and ending forty-five (45) calendar days thereafter
(the "Absolute Review Period"), based on such tests, examinations, studies,
investigations and inspections of the Property the Buyer deems necessary or desirable,
including but not limited to studies or- inspections to determine the existence of any
environmental hazards or conditions, performed at Buyer's sole cost, that Buyer finds the
Property suitable for Buyer's purposes. Buyer is granted the right to conduct engineering
and/or market and economic feasibility studies of the Property, and to conduct a physical
inspection of the Property, including inspections that invade the surface and subsurface of
the Property. If Buyer determines, in its sole judgment, that the Property is not suitable,
for any reason, for Buyer's intended use or purpose, the Buyer may terminate this
Contract by written notice to the Seller, as soon as reasonably practicable, but in any
event prior to the expiration of the Absolute Review Period, in which case the balance of
the Earnest Money will be returned to Buyer, after the payment of Seller's actual out-of-
pocket expenses, not -to exceed the sum of Five Thousand and no/100 Dollars ($5,000)
("Seller's Expenses") by the Title Company, and neither Buyer nor Seller shall have any
further duties or obligations hereunder. In the event Buyer elects to terminate this
Contract pursuant to the terms of this Section 4.01, Buyer will provide to Seller copies of
.(i) any and all non-confidential and non-privileged reports and studies obtained by Buyer
during the Absolute Review Period; and (ii) the Survey.
ARTICLE V
REPRESENTATIONS. WARRANTIES, COVENANTS AND
AGREEMENTS
5.01 Representations and Warranties of Seller. To induce Buyer to enter into this
Contract and consummate the sale and purchase of the Property and Easement in
accordance with the terms and provisions herewith, Seller represents and .warrants to
Buyer as of the Effective Date and as of the Closing Date, except where specific
reference is made to another date, that:
(a) The descriptive information concerning the Property and Easement Land set forth_
in this Contract is complete, accurate, true and correct.
Contract of Sale
Page 5 of 27
(b) There are no adverse or other parties in possession of the Property or Easement
Land or any part thereof, and no party has been granted any license, lease or other
right related to the use or possession of the Property or Easement Land , or any
part thereof, except those described in the Leases, as defined in Section 5.03(a).
(c) The Seller has good and indefeasible fee simple title to the Property, subject only
to the Permitted Exceptions.
(d) The Seller has the full right, power, and authority to sell and convey the Property
and to execute and deliver the Easement as provided in this Contract and to carry
out Seller's obligations hereunder.
(e) The Seller has not received notice of, and has no other knowledge or information
of, any pending or threatened judicial or administrative action, or any action
pending or threatened by adjacent landowners or other persons against or
affecting the Property or Easement Land.
(f) The Seller has disclosed to Buyer in writing of any and all facts and
circumstances relating to the physical condition of the Property or Easement Land
that may materially and adversely affect the Property or Easement Land and
operation or intended -operation thereof, or any portion thereof, of which Seller
has knowledge.
(g) The Seller has paid all real estate and personal property taxes, assessments,
excises, and levies that are presently due, if any, which are against or are related
to the Property, or will be due as of the Closing, and the Property will be subject
to no such liens.
(hj Seller has not contracted or entered into any agreement with any real estate
broker, agent, finder, or any other party in connection with this transaction or
taken any action which would result in any real estate broker commissions or
finder's fee or other fees payable to any other party with respect to the
transactions contemplated by this Contract.
(i) To the best of Seller's knowledge, there has not occurred the disposal or release
of any Hazardous Substance on or from the Property or Easement Land.
As used in this Contract, "Hazardous Substance" means and includes all
hazardous and toxic substances, waste or materials, and any pollutant or
contaminant, including without limitation, PCB's, asbestos, asbestos-containing
material, petroleum products and raw materials that are included under or
regulated by any Environmental Law or that would or may pose a health, safety or
environmental hazard.
As used in this Contract, "Environmental Law" means and includes all federal,
Contract of Sale
Page 6 of 27
state, and local statutes, ordinances, regulations and rules presently in force or
hereafter enacted relating to environmental quality, contamination, and clean-up
of Hazardous Substances, including without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C. 9601, et
seq.), as amended by the Superfund Amendments and Reauthorization Act of
1986, the Resource Conservation and Recovery Act (42 U.S.C. 6901, et seq.), as
amended, and state superlien and environmental clean-up statutes .and all rules
and regulations presently or hereafter promulgated under or related to said
statutes, as amended.
(j) All Leases, as defined in Section 5.03(a), shall have expired or otherwise
terminated and any and all tenants shall have permanently abandoned and vacated
the Property and Easement Land on or before the date of Closing.
5.02 Representations and Warranties of Buyer. To induce Seller to enter into this
Contract and consummate the sale and purchase of the Property and Easement in
accordance with the terms and provisions herewith, Buyer represents and warrants to
Seller as of the Effective Date and as of the Closing Date, except where specific reference
is made to another date, that:
(a) To the best of Buyer's knowledge, the descriptive information concerning the
Property and Easement Land set forth in this Contract is complete, accurate, true
and correct.
(b) The Buyer has the full right, power, and authority to buy and purchase the
Property and Easement as provided in this Contract and to carry out Buyer's
obligations hereunder.
(c) The Buyer has not received notice of, and has no other knowledge or information
of, any pending or threatened judicial or administrative action, or any action
pending or threatened by adjacent landowners or other persons against or
affecting the Property or Easement Land.
(d) Buyer has not contracted or entered into any agreement with any real estate
broker, agent, finder, or any other party in connection with this transaction or
taken any action which would result in any real estate broker commissions or
finder's fee or. other fees payable to any other party with respect to the
transactions contemplated by this Contract.
5.03 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer
as follows:
(a) Unless stated otherwise, prior to the Effective Date hereof, or within ten (10) days
after the Effective Date, Seller, at Seller's sole cost and expense, shall deliver to Buyer,
with respect to the Property and Easement Land, true, correct, and complete copies of the
following:
Contract of Sale
Page 7 of 27
(i) All lease agreements and/or occupancy agreements and/or licenses of any
kind or nature (if oral, Seller shall provide to Buyer in writing all material
terms thereof) relating to the possession of the Property or Easement Land,
or any part thereof, including any and all modifications, supplements, and
amendments thereto (the "Leases").
(ii) All oil, gas and/or mineral leases, environmental audits, soil tests and
engineering and feasibility reports, including any and all modifications,
supplements and amendments thereto, with respect to the Property or
Easement Land that Seller possesses or has the right to receive.
(b) From the Effective Date until the date of Closing or earlier termination of this
Contract, Seller shall:
(i) Not enter into any written or oral contract, lease, easement or right of way
agreement, conveyance or any other agreement of any kind with respect
to, or affecting, the Property that will not be fully performed on or before
the Closing or would be binding on Buyer or the Property after the date of
Closing.
(ii) Advise the Buyer promptly of any litigation, arbitration, or administrative
hearing concerning or affecting the Property.
(iii) Not take, or omit to take, any action that would result in a violation of the
representations, warranties, covenants, and agreements of Seller.
(iv) Not sell, assign, lease or convey any right, title or interest whatsoever in or
to the Property or Easement Land, or create, or permit to exist, any lien,
encumbrance, or charge thereon.
(c) Seller to indemnify and hold Buyer harmless, to the extent permitted by law, from
all loss, liability, and expense, including, without limitation, reasonable attorneys,
fees, arising or incurred as a result of any liens or claims resulting from labor or
materials furnished to the Property or Easement Land under any written or oral
contracts arising or. entered into by Seller prior to Closing. Notwithstanding
anything contained in this Contract, the provisions of this Section 5.03(c) shall
survive the Closing.
5.04 Covenants and Agreements of Buyer. Buyer covenants and agrees with Seller
as follows:
(a) Buyer covenants and agrees that in its use of the Property it shall build a suitable
fence ("Fence") to be located along the south property line of the Land. The
Fence shall be approximately 6 feet in height and constructed of chain link that
has been treated with green powder coating. The Fence will have a gate located
Contract of Sale
Page 8 of 27
across the existing 8 foot sanitary sewer easement for ingress, egress and regress
to the Land.
(b) Buyer acknowledges that Seller's use of the remainder of the Property is
important and the maintenance, in a reasonable manner, so as to prevent the
Property from becoming an eyesore with, for example, overgrown weeds, and
Buyer. will use its best effort to keep the Property which it is purchasing
reasonably maintained.
(c) Buyer to indemnify and hold Seller harmless, to the extent permitted by law, from
all loss, liability, and expense, including, without limitation, reasonable attorneys'
fees, arising or incurred as a result of any written or oral contracts affecting the
Property or Easement Land arising or entered into by Buyer prior to Closing.
Notwithstanding anything contained in this Contract, the provisions of this
Section 5.04(c) shall survive the Closing.
(d) Buyer shall, prior to Closing, have obtained approval of a conveyance plat of the
Property from the Planning and Zoning Commission or the Development Review
Committee in accordance with the terms of the Denton Development Code,
including without limitation, Sections 35.16.6, 35.16.17, 35.16.17.1 and
35.16.17.2 thereof.
5.05 No Survival Beyond Closing. Except as expressly provided to the contrary, the
representations, warranties, covenants and agreements of Seller and Buyer contained in
this Contract shall not survive the Closing, and shall be merged with the Special
Warranty Deed, as described in Section 7.02(a).
ARTICLE VI
CONDITIONS PRECEDENT TO PERFORMANCE
6.01 Performance of Seller's Obligations. Buyer is not obligated to perform under
this Contract unless, within the designated time periods, at Seller's sole cost and expense
(except as herein expressly provided to the contrary), all of the following shall have
occurred:
(a) Seller has performed, furnished, or caused to be furnished to Buyer all items
required to be so performed or furnished under other sections of this Contract; and
(b) Seller cures or Buyer waives in writing, within the time periods specified in
Article III, all of Buyer's objections made in accordance with Article III.
6.02 Breach of Seller's Representations, Warranties, Covenants and Agreements.
Buyer is not obligated to perform under this Contract unless all representations,
warranties, covenants and agreements of Seller contained in this Contract are true and
correct or have been performed, as applicable, as of the Closing Date, except where
specific reference is made to another date.
Contract of Sale
Page 9 of 27
6.03 Adverse Change. Buyer is not obligated to perform under this Contract, if on the
date of Closing, any portion of the Property or Easement Land has been condemned, or is
the subject of condemnation, eminent domain, or other material proceeding, or the
Property or' Easement Land, or any part thereof, has been materially or adversely
impaired in any manner.
6.04 Review Period. Buyer is not obligated to perform under this Contract if Buyer
delivers notice to Seller pursuant to Section 4.01 that Buyer has determined that the
Property is unsuitable to or for Buyer's purposes. Provided, however, if Buyer elects not
to perform under this Contract pursuant to the rights provided by Section 4.01, without
default on the part of Seller, Seller's Expenses shall be paid to the Seller by the Title
Company before the balance of the earnest money is refunded to Buyer.
6.05 Buyer's Right to Waive Conditions Precedent. Notwithstanding anything
contained in this Contract to the contrary, Buyer may, at Buyer's option, elect to waive
any of the conditions precedent to the performance of Buyer's obligations under this
Contract by giving to the Seller, at any time prior to Closing, a written waiver specifying
the waived condition precedent.
6.06 Buyer's Termination if Conditions Precedent Not Satisfied or Waived. If any
of the conditions precedent to the performance of Buyer's obligations under this Contract
have not been satisfied by Seller or waived by the Buyer, the Buyer may, by giving
written notice to Seller, terminate this Contract. On Buyer's termination, the Earnest
Money shall be immediately returned to Buyer by the Title Company. The Seller shall,
on written request from Buyer, promptly issue the instructions necessary to instruct the
Title Company to return to Buyer the Earnest Money and, thereafter, except as otherwise
provided in this Contract, Buyer and Seller shall have no further obligations under this
Contract, one to the other.
ARTICLE VII
CLOSING
7.01 Date and Place of Closing. The Closing (herein so called) shall take place in the
offices of the Title Company and shall be accomplished through an escrow to be
established with the Title Company, as escrowee. The Closing Date (herein sometimes
called), shall be on the earlier to occur of (i) ten (10) days following the completion of all
conditions precedent to Buyer's performance of this Contract, as set forth in Article VI,
hereof, but no later than August 31, 2010 or (ii) as mutually agreed upon by Buyer and
Seller.
7.02 Items to be Delivered at the Closing.
(a). Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer or
the Title Company, at the expense of the party designated herein, the following
items:
Contract of Sale
Page 10 of 27
(i) The Title Policy, in the form specified in Section 3.05;
(ii) The Special Warranty Deed, substantially in the form as attached hereto as
Exhibit "C", subject only to the Permitted Exceptions, if any, duly
executed by Seller and acknowledged;
(iii) The Easement, substantially in the form as attached hereto as Exhibit "D",
duly executed by Seller and acknowledged;
(iv) Other items reasonably requested by the Title Company as administrative
requirements for consummating the Closing.
(b) Buyer. At the Closing, Buyer shall deliver to Seller or the Title Company, the
following items:
(i) The sum required by Section 2.01, less the Earnest Money and interest
earned thereon, in the form of certified or cashier's check or other
immediately available funds;
(ii) Other items reasonably requested by the Title Company as administrative
requirements for consummating the Closing.
7.03 Adjustments at Closing. Notwithstanding anything to the contrary contained in
this Contract, the provisions of this Section 7.03 shall survive the Closing. The
following item shall be adjusted or prorated between Seller and Buyer with respect to the
Property:
(a) Ad valorem taxes relating to the - Property for the calendar year in which the
Closing shall occur shall be prorated between Seller and Buyer as of the Closing
Date. If the actual amount of taxes for the calendar year in which the Closing
shall occur is not known as of the Closing Date, the proration shall be based on
the amount of taxes due and payable with respect to the Property for the preceding
calendar year. If Seller changes or has changed in the past the use of the Property
prior to Closing, resulting in the assessment of additional taxes, Seller will pay the
additional taxes.
7.04 Possession at Closing. Possession of the Property shall be delivered to Buyer at
Closing. Possession of the Easement Land shall be as provided in the Easement, attached
hereto as Exhibit "D".
7.05 Costs of Closing. Each party is responsible for paying the legal fees of its
counsel, in negotiating, preparing, and closing the transaction contemplated by this
Contract. Seller is responsible for paying fees, costs and expenses identified herein as
being the responsibility of Seller. Buyer is responsible for paying fees, costs, expenses
identified herein as being the responsibility of Buyer. If the responsibility for such costs
or expenses associated with closing the transaction contemplated by this Contract are not
Contract of Sale
Page 11 of 27
identified herein, such costs or expenses shall be borne by Buyer.
ARTICLE VIII
DEFAULTS AND REMEDIES
8.01 Seller's Defaults and Buyer's Remedies.
(a) Seller's Defaults. Seller is in default under this Contract on the occurrence of any
one or more of the following events:
(i) Any of Seller's warranties or representations contained in this Contract are
untrue on the Closing Date; or
(ii) Seller fails to meet, comply with or perform any covenant, agreement,
condition precedent or obligation on Seller's part required within the time
limits and in the manner required in this Contract; or
(iii) Seller fails to deliver at Closing, the items specified in Section 7.02(a) of
this Contract for any reason other than a default by Buyer or termination
of this Contract by Buyer pursuant to the terms hereof prior to Closing.
(b) Buyer's remedies. If Seller is in default under this Contract, Buyer as Buyer's
sole and exclusive remedies for the default, may, at Buyer's sole option, do either
one of the following:
(i) Terminate this Contract by written notice delivered to Seller in which
event the Buyer shall -be entitled to a return of the Earnest Money, and
Seller shall, promptly on written request from Buyer, execute and deliver
any documents necessary to cause the Title Company to return to Buyer .
the Earnest Money; or
(ii) Enforce specific performance of this Contract against Seller, requiring
Seller to (a) convey the Property to Buyer subject to no liens,
encumbrances, exceptions, and conditions other than those shown on the
Title Commitment and (b) execute and deliver the Easement to Buyer.
8.02 Buyer's Default and Seller's Remedies.
(a) Buyer's Default. Buyer is in default under this Contract if Buyer fails or refuses
to close this purchase, or fails to deliver at Closing, the items specified in Section
7.02(b) of this Contract for any reason other than a default by Seller under this
Contract or termination of this Contract pursuant to the terms hereof prior to
Closing.
(b) Seller's Remedy. If Buyer is in default under this Contract, Seller, as Seller's
sole and exclusive remedy for the default, may terminate this Contract by written
Contract of Sale
Page 12 of 27
notice delivered to Buyer in which event the Seller shall be entitled to a return of
the Earnest Money, after the payment of Seller's Expenses to Seller, and Buyer
shall, promptly on written request from Seller, execute and deliver any documents
necessary to cause the Title Company to return to Seller the Earnest Money.
ARTICLE IX
MISCELLANEOUS
9.01 Notice. All notices, demands, requests, and other communications required
hereunder shall be in writing, and shall be deemed to be delivered, upon the earlier to
occur of (a) the date provided if provided by telephonic facsimile, and (b) the date of the
deposit of, in a regularly maintained receptacle for the United States Mail, registered or
certified, return receipt requested, postage prepaid, addressed as follows:
SELLER:. BUYER:
Steve Rourke City of Denton
McKenna Park Congregation of Paul Williamson
Jehovah's Witnessess, Denton, Texas 901-A Texas Street
1556 Baker Road Denton, Texas 76209
Burleson, Texas 76026 Telecopy: (940) 349-8951 .
Copies to:
For Seller: For Buyer:
John Randolph Thompson, Jr. Richard Casner, Deputy City Attorney
Shannon, Gracey, Ratliff & Miller, LLP City Attorney's Office
777 Main Street, Suite 3800 215 E. McKinney
Fort Worth, Texas 76102 Denton, Texas 76201
Telecopy: 817.335.3735 Telecopy: 940.382.7923
email: rhompson@shannongracey.com
9.02 Governing Law and Venue. This Contract is being executed and delivered and
is intended to be performed in the State of Texas, the laws of Texas governing the
validity, construction, enforcement and interpretation of this Contract. This Contract is
performable in, and the exclusive venue for any action brought with respect hereto, shall
lie in Denton County, Texas.
9.03 Entirety and Amendments. This Contract embodies the entire agreement
between the parties and supersedes all prior agreements and understandings, if any,
related to the Property, and may be amended or supplemented only in writing executed
by the party against whom enforcement is sought.
9.04 Parties Bound. This Contract is binding upon and inures to the benefit of Seller
Contract of Sale
Page 13 of 27
and Buyer, and their respective successors and assigns. If requested by Buyer, Seller
agrees to execute, acknowledge and record a memorandum of this Contract in the Real
Property Records of Denton County, Texas, imparting notice of this Contract to the
public.
9.05 Risk of Loss. If any condemnation or any eminent domain proceedings are
threatened or initiated that might result in the taking of any portion of the Property or
Easement Land, Buyer may, at Buyer's option, do any of the following:
(a) Terminate this Contract and withdraw from this transaction without cost,
obligation or liability, in which case the Earnest Money shall be immediately
returned to Buyer; or
(b) Consummate this Contract, in which case Buyer, with respect to the Property
and/or Easement Land, as applicable, shall be entitled to receive any proceeds
paid for the Property. If Buyer makes this election, the Closing shall be held on
the tenth (10) calendar day after election is made to close and receive the
proceeds.
Buyer shall have a period of ten (10) days after receipt of written notification from Seller
on the. final settlement of all condemnation proceedings in which to make Buyer's
election.
9.06 Further Assurances. In addition to the acts and deeds recited in this Contract
and contemplated to be performed, executed and/or delivered by Seller and Buyer, Seller
and Buyer agree to perform, execute and/or deliver, or cause to be performed, executed
and/or delivered at the Closing or after the Closing, any further deeds, acts, and
assurances as are reasonably necessary to consummate the transactions contemplated
hereby. Notwithstanding anything to the contrary contained in this Contract, the
provisions of this Section 9.06 shall survive Closing.
9.07 Time is of the Essence. It is expressly agreed between Buyer and Seller that time
is of the essence with respect to this Contract.
9.08 Exhibits. The Exhibits which are referenced in, and attached to this Contract, are
incorporated in and made a part of, this Contract for all purposes.
9.09 Delegation of Authority. Authority to take any actions that are to be, or may be,
taken by Buyer under this Contract are hereby delegated by Buyer, pursuant to action by
the City Council of Denton, Texas, to the City Manager, or his designee.
9.10 Expiration of Offer. The execution of this Contract by Seller constitutes, subject
to the terms hereof, an irrevocable offer to sell the Property. Unless by 5:00 p.m., on
May 5, 2010, this Contract is accepted by Buyer by action of the City Council of Buyer,
the offer of this Contract shall be automatically revoked and terminated.
Contract of Sale
Page 14 of 27
SELLER:
MCKENNA PARK CONGREGATION OF
JEHOVAH'S WITNESSES, DENTON, TEXAS
By:
Robert Q. Miller, President
L JKT.2~1r~
William Neavil
Richard Mata
A0 Executed by Ricftar Q. Miller as President, and Executive Committee Members,
William Neaville and Richard Mata, of McKenna Park Congregation of Jehovah's
Witnesses, Denton, Texas, a Texas non-profit corporation, as Seller, on the . 30 day
of ip 2010.
BUYER:
By:
GEORGE C. CAMPBELL, CITY MANAGER
Executed by Buyer on the _ day of 2010.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
Contract of Sale
Page 15 of 27
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
Contract of Sale
Page 16 of 27
RECEIPT OF AGREEMENT BY TITLE COMPANY
By its execution below, Title Company acknowledges receipt of (1) an executed
copy of this Contract. Title Company agrees to comply with, and be bound by, the terms
and provisions of this Contract and to perform its duties pursuant to the provisions of this
Contract and shall comply with Section 6045(e) of the Internal Revenue Code of 1986, as
amended from time to time, and as further set forth in any regulations or forms
promulgated thereunder.
TITLE COMPANY:
Title Resources of Denton County, LLC
1112 Dallas Drive, Suite 402
Denton, Texas 76205-5124
By:
Printed Name:
Title:
Contract receipt date: , 2010
l
Contract of Sale
Page 17 of 27
EXHIBIT A
To Contract of Sale
Legal Description
BEING all that certain lot, tract or parcel of land situated in the Thomas Toby Survey, Abstract
Number 1288 and the B.B.B. & C. R.R. Company Survey, Abstract Number 186, City of Denton,
Denton County, Texas, and being a part of Lot 1, Block 1, Lake Cities Addition, an addition to
the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet N,
Page 320 of the Plat Records of Denton County, Texas, and being more particularly described as
follows:
BEGINNING at a 1/2 inch iron rod with a yellow cap stamped "ARTHUR SURVEYING
COMPANY" set at the northwest corner said Lot 1 being at the southwest corner of that certain
tract of land described in deed to Carolyn S. McKinzie, as recorded under County Clerk's File
Number 97-R0027722 of the Real Property Records of Denton County, Texas and from which a
1/2 inch iron rod found at the northeast corner of Lot 1, Block A, T & T Nelson Addition, an
addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in
Cabinet T, Page .30 of the Plat Records of Denton County, Texas, bears North 00 degrees 32
minutes 52 seconds East, a distance of 51.71 feet;
THENCE South 89 degrees 39 minutes 30 seconds East, with the south line of said McKinzie
tract and passing at a distance of 186.53 feet a 1/2 inch iron rod found at the southeast corner
thereof, being the southwest corner of that certain tract of land described in deed to Tex Morgan
Martin, as recorded in Volume 3178, Page 898 of the Deed Records of Denton County, Texas,
and passing at a distance of 312.30 feet a 1/2 inch iron rod found for the southeast corner of said
Martin tract and continuing for a total distance of 623.15 feet to a 1/2 inch iron rod with a yellow
cap stamped "ARTHUR SURVEYING COMPANY" set in the southwest line of U.S. Hwy. 77,
also known as N. Elm Street, a public roadway;
THENCE South 01 degree 02 minutes 11 seconds West, with the west line of that certain tract of
land described in deed to Clyde Milton Martin, as recorded in Volume 3178, Page 914 of the
Deed Records of Denton County, Texas, a distance of 264.61 feet to a 1/2 inch iron rod with a
yellow cap stamped "ARTHUR SURVEYING COMPANY" set for corner thereof;
THENCE North 89 degrees 41 minutes 09 seconds West, over, across and through said Lot 1,
Block 1, a distance of. 620.54 feet to a 1/2 inch iron rod with a yellow cap stamped "ARTHUR
SURVEYING COMPANY" set in the east line of said Lot 1, Block A, T & T Nelson Addition;
THENCE North 00 degrees 28 minutes 15 seconds East, with the east line of said Lot 1, Block A,
T & T Nelson Addition, a distance of 264.88 feet to the POINT OF BEGINNING, and containing
3.779 acres of land, more or less.
Contract of Sale
Page 18 of 27
Exhibit B
To Contract of Sale
Easement Lands
BEING all that certain lot, tract or parcel of land situated in the B.B.B. & C. R.R. Company
Survey, Abstract Number 186, City of Denton, Denton County, Texas, and being a part of Lot 1,
Block 1, Lake Cities Addition, an addition to the City of Denton, Denton County, Texas,
according to the plat thereof recorded in Cabinet N, Page 320 of the Plat Records of Denton
County, Texas, and being more particularly described as follows:
COMMENCING at a lh inch iron rod found at the most easterly southeast corner of said Lot 1
and the northeast corner of that certain tract of land described in deed to Julie L. Smith, recorded
under Document Number 2002-R0055672 of the Real Property Records of Denton County,
Texas, said point also being in the west line of that certain tract of land described in deed to Clyde
Milton Martin, recorded in Volume 3178, Page 914 of the Deed Records of Denton County,
Texas;
THENCE North 01 degree 02 minutes 1 I seconds East, with the west line of said Martin tract, a
distance of 156.83 feet to a point for corner thereof;
THENCE over, across and through said Lot 1, Block 1 the following five (5) calls:
North 89 degrees 41 minutes 09 seconds West, a distance of 200.50 feet to the POINT
OF BEGINNING;
South 04 degrees 12 minutes 40 seconds East, a distance of 136.68 feet to a point for
corner;
South 85 degrees 47 minutes 20 seconds West, a distance of 40.00 feet to a point for
comer;
North 04 degrees 12 minutes 40 seconds West, a distance of 139.84 feet to a point for
comer;
South 89 degrees 41 minutes 09 seconds East, a distance of 40.13 feet to the POINT OF
BEGINNING, and containing 0.127 acres of land, more or less
Contract of Sale
Page 19 of 27
EXHIBIT "C"
To
Contract of Sale
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE
FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT
TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR
RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER
OR YOUR DRIVER'S LICENSE NUMBER.
SPECIAL WARRANTY DEED
STATE OF TEXAS §
COUNTY OF DENTON KNOW ALL MEN BY THESE PRESENTS
That McKENNA PARK CONGREGATION OF JEHOVAH'S WITNESSES,
DENTON, TEXAS, a Texas non-profit corporation (herein called "Grantor"), for and in
consideration of the sum of TEN AND N01100 DOLLARS ($10.00), and other good and
valuable consideration to Grantor in hand paid by the CITY OF DENTON, TEXAS, a
Texas Home Rule Municipal Corporation (herein called "Grantee"), 215 E. McKinney,
Denton, Texas 76201, the receipt and sufficiency of which are hereby acknowledged and
confessed, has GRANTED, SOLD and CONVEYED, and by these presents does
GRANT, SELL and CONVEY, unto Grantee all the real property in Denton County,
Texas being particularly described on Exhibit "A", attached hereto and made a part
hereof for all purposes, and being located in Denton County, Texas, together with any
and all rights or interests of Grantor in and to adjacent streets, alleys and rights of way
and together with all and singular the improvements and fixtures thereon and all other
rights and appurtenances thereto (collectively, the "Property").
Grantor, subject to the limitation of such reservation made herein, reserves, for
itself, its successors and assigns all oil, gas and other minerals in, on and under and that
Contract of Sale
Page 20 of 27
i
I
i
I
i
may be produced from the Property. Seller, its successors and assigns shall not have the
right to use or access the surface of the Property, in any way, manner or form, in
connection with or related to the reserved oil, gas, and other minerals and/or related to
exploration and/or production of the oil, gas and other minerals reserved herein, including
without limitation, use or access of the surface of the Property for the location of any well
or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit
areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other
utility infrastructure, and/or for subjacent or lateral support for any surface facilities or
well bores, or any other infrastructure or improvement of any kind or type in connection
with or related to the reserved oil, gas and other minerals, and/or related to the
exploration or production of same.
As used herein, the term "minerals" shall include oil, gas and all associated
0
hydrocarbons, and shall exclude (i) all substances (except oil, gas and associated
hydrocarbons) that any reasonable extraction, mining or other exploration and/or
production method, operation, process or procedure would consume, deplete or destroy
the surface of the Property; and (ii) all substances (except oil and gas) which are at or
near the surface of the Property. The intent of the parties hereto is that the meaning of
the term "minerals" as utilized herein, shall be in accordance with that set forth in Reed v.
Wylie, 597 S.W.2d 743 (Tex. 1980).
As used herein, the term "surface of the Property" shall include the area from the surface
of the earth to a depth of five hundred feet (500') below the surface of the earth and all
areas above the surface of the earth.
This conveyance is subject to the following:
[Insert Permitted Exceptions, if any]
i
TO HAVE AND TO HOLD the Property, together with all and singular the rights
and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors
and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors and
assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto
Contract of Sale
Page 21 of 27
1
Grantee and Grantee's successors and assigns, against every person whomsoever lawfully
claiming or to claim the same or any part thereof, by, through and under Grantor, but not
otherwise.
EXECUTED the day of 12010.
MCKENNA PARK CONGREGATION OF
JEHOVAH'S WITNESSES, DENTON, TEXAS
By:
Robert Q. Miller, President
William Neaville
Richard Mata
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on ,
2010, by Robert Q. Miller, President and member of the Executive Committee, and
William Neaville and Richard Mata,. members of the Executive Committee, of
McKENNA PARK CONGREGATION OF JEHOVAH'S WITNESSES, DENTON,
TEXAS, a Texas non-profit corporation, on behalf of said corporation.
Notary Public, State of Texas
My commission expires:
Contract of Sale
Page 22 of 27
Exhibit A
To Special Warranty Deed
Legal Description
BEING all that certain lot, tract or parcel of land situated in the Thomas Toby Survey, Abstract
Number 1288 and the B.B.B. & C. R.R. Company Survey, Abstract Number 186, City of Denton,
Denton County, Texas, and being a part of Lot 1, Block 1, Lake Cities Addition, an addition to
the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet N,
Page 320 of the Plat Records of Denton County, Texas, and being more particularly described as
follows:
BEGINNING at a 1/2 inch iron rod with a yellow cap stamped "ARTHUR SURVEYING
COMPANY" set at the northwest corner said Lot 1 being at the southwest corner of that certain
tract of land described in deed to Carolyn S. McKinzie, as recorded under County Clerk's File.
Number 97-R0027722 of the Real Property Records of Denton County, Texas and from which a
1/2 inch iron rod found at the northeast corner of Lot 1, Block A, T & T Nelson Addition, an
addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in
Cabinet T, Page 30 of the Plat Records of Denton County, Texas, bears North 00 degrees 32
minutes 52 seconds East, a distance of 51.71 feet;
THENCE South 89 degrees 39 minutes 30 seconds East, with the south line of said McKinzie
tract and passing at a distance of 186.53 feet a 1/2 inch iron rod found at the southeast corner
thereof, being the southwest corner of that certain tract of land described in deed to Tex Morgan
Martin, as recorded in Volume 3178, Page 898 of the Deed Records of Denton County, Texas,
and passing at a distance of 312.30 feet a 1/2 inch iron rod found for the southeast corner of said
Martin tract and continuing for a total distance of 623.15 feet to a %2 inch iron rod with a yellow
cap stamped "ARTHUR SURVEYING COMPANY" set in the southwest line of U.S. Hwy. 77,
also known as N. Elm Street, a public roadway;
THENCE South 01 degree 02 minutes 11 seconds West, with the west line of that certain tract of
land described in deed to Clyde Milton Martin, as recorded in Volume 3178, Page 914 of the
Deed Records of Denton County, Texas, a distance of 264.61 feet to a %2 inch iron rod with a
yellow cap stamped "ARTHUR SURVEYING COMPANY" set for corner thereof;
THENCE North 89 degrees 41 minutes 09 seconds West, over, across and through said Lot 1,
Block 1, a distance of 620.54 feet to a 1/2 inch iron rod with a yellow cap stamped "ARTHUR
SURVEYING COMPANY" set in the east line of said Lot 1, Block A, T & T Nelson Addition;
THENCE North 00 degrees 28 minutes 15 seconds East, with the east line of said Lot 1, Block A,
T & T Nelson Addition, a distance of 264.88 feet to the POINT OF BEGINNING, and containing
3.779 acres of land, more or less.
i
Contract of Sale
Page 23 of 27
i
Exhibit "D"
To Contract of Sale
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,
YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING
INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST
IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC
RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE
NUMBER.
TEMPORARY CONSTRUCTION, GRADING AND ACCESS
EASEMENT
THE STATE OF TEXAS, §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DENTON § .
THAT McKenna Park Congregation of Jehovah's Witnesses, of Denton County, Texas
hereinafter referred to as ("Grantor"), whose mailing address is 1556 Baker Road,
Burleson, Texas 76026, in consideration of the sum of Ten and No/100 Dollars ($10.00)
and other good and valuable consideration in hand paid by the City of Denton, Texas,
receipt of which is hereby acknowledged, has GRANTED, BARGAINED, SOLD and
CONVEYED and does by these presents GRANT, BARGAIN, SELL and CONVEY
unto the City of Denton, Texas ("Grantee"), a temporary construction, grading and access
easement in, along,. Upon, under, over and across the following described property (the
"Property"), owned by Grantor, and situated in Denton County, Texas, located in the
B.B.B. & C. R.R. Company Survey, Abstract Number 186, to wit:
PROPERTY AREA DESCRIBED IN EXHIBIT "A" AND
ILLUSTRATED IN EXHIBIT "A-1"
BOTH ATTACHED HERETO AND MADE A PART HEREOF
It is agreed that the said City of Denton, Texas, in consideration of the benefits above set
out, may remove from the Property above described, such fences, signage, buildings and
other obstructions as may now be found upon said Property, for the purpose of
construction activities, grading activities and access in, along, upon, under and across
said Property. It is specifically stipulated by Grantor that the scope of the access,
construction and grading activities shall include the clearing and removal of vegetation
Contract of Sale
Page 24 of 27
I
and trees that exist within the Property.
The City of Denton, its agents, employees, contractors, workmen, and representatives
shall have the right of ingress, egress and regress in, along, upon, under and across said
Property for the purpose of access, construction and grading activities or any part thereof.
Upon conclusion of the construction activities upon the adjacent real property, the City
shall remove all debris, surplus material, and construction equipment and leave the
Property in substantially the same condition as existing prior to construction, except for
buildings, fences, structures, signs, facilities, improvements or obstructions and for any
trees or shrubs removed by Grantee pursuant to the rights granted herein. The surface of
the Property shall be graded and seeded as per project erosion control requirements.
The term of this grant shall expire one hundred eighty (180) days from the date Grantee
begins actual construction activities upon the adjoining property owned by Grantee.
TO HAVE AND TO HOLD unto the said City of Denton, Texas as aforesaid for the
purposes aforesaid the premise above described.
EXECUTED the day of , 2010.
MCKENNA PARK CONGREGATION OF
JEHOVAH'S WITNESSES, DENTON, TEXAS
By:
Robert Q. Miller, President
William Neaville
Richard Mata
Contract of Sale
Page 25 of 27
I
i
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on ,
2010, by Robert Q. Miller, President and member of the Executive Committee, and
William Neaville and Richard Mata, members of the Executive Committee, of
McKENNA PARK CONGREGATION OF JEHOVAH'S WITNESSES, DENTON,
TEXAS, a Texas non-profit corporation, on behalf of said corporation.
Notary Public, State of Texas
My commission expires:
THE STATE OF TEXAS §
COUNTY OF §
Accepted this day of , 2010, for the
City of Denton, Texas
(Resolution No. 91-103).
By:
Paul Williamson
Real Estate Manager
AFTER RECORDING RETURN TO:
City of Denton - Engineering Department
901-A Texas Street
Denton, Texas 76209
Attn: Paul Williamson
Contract of Sale
Page 26 of 27
f
Exhibit "A"
To Temporary Construction, Grading
And Access Easement
BEING all that certain lot, tract or parcel of land situated in the B.B.B. & C. R.R. Company
Survey, Abstract Number 186, City of Denton, Denton County, Texas, and being a part of Lot 1,
Block 1, Lake Cities Addition, an addition to the City of Denton, Denton County, Texas,
according to the plat thereof recorded in Cabinet N, Page 320 of the Plat Records of Denton
County, Texas, and being more particularly described as follows:
COMMENCING at a'/2 inch iron rod found at the most easterly southeast corner of said Lot 1
and the northeast corner of that certain tract of land described in deed to Julie L. Smith, recorded
under Document Number 2002-R0055672 of the Real Property Records of Denton County,
Texas, said point also being in the west line of that certain tract of land described in deed to Clyde
Milton Martin, recorded in Volume 3178, Page 914 of the Deed Records of Denton County,
Texas;
THENCE North 01 degree 02 minutes 11 seconds East, with the west line of said Martin tract, a
distance of 156.83 feet to a point for corner thereof;
THENCE over, across and through said Lot 1, Block 1 the following five (5) calls:
North 89 degrees 41 minutes 09 seconds West, a distance of 200.50 feet to the POINT
OF BEGINNING;
South 04 degrees 12 minutes 40 seconds East, a distance of 136.68 feet to a point for
corner;
South 85 degrees 47 minutes 20 seconds West, a distance of 40.00 feet to a point for
corner;
North 04 degrees 12 minutes 40 seconds West, a distance of 139.84 feet to a point for
corner;
South 89 degrees 41 minutes 09 seconds East, a distance of 40.13 feet to the POINT OF
BEGINNING, and containing 0.127 acres of land, more or less
t
Contract of Sale I
Page 27 of 27
I
I
: AGREEMENT TO EX'~END TITLE
CURE PERIOD
This Agreement to Extend Title Cure Period (the `-Extension', is dated effective. as set.
forth below, by and. between McKenna. Park Congregation of Jehovah's Witnesses,. Denton.'.
County, Texas CSeller") and the City of Denton, Texas, a Home Rule Municipal CorporatiT of
Denton County, Texas ("Buyer').
WHEREAS, Buyer:.d Seller entered into that certain Contract of Sale (the "Contract!),'
on or about April 30, 2010; contemplating the sale and purchase of 3:777 acres'of land, more or `
less, as more particularly described in the Contract;
WHEREAS, Section 3.04 of the Contract provides that in the event Buyer's Objection,
as defined in the Contract; are not satisfied or cured by.. Seller, or waived by Buyer,' within the .
specified twenty (20) calendar day period as prescribed therein, that Buyer and Seller may agree
to an extension of such period not to exceed an additional thirty (30) days;' . .
WHEREAS, Buyer and Seller now desire to agree to extend the period of time to satisfy .
Buyer's Objections an additional thirty (30) days, as provided by Section 3.04 of the Contract
NOW, THEREFORE, for and in consideration of the mutual covenants, benefits and
promises set forth in the contract and in this Extension, the receipt and sufficiency of which is
hereby stipulated and acknowledged, Buyer and Seller hereby agree to extend the period of time
for Seller to satisfy Buyer's Objections, as defined in -the Contract, an additional thirty (30)
calendar days, said date being July 19, 2010.
This Extension is executed effective the 18th day of June, 2010.
SELLER:
MCKENNA PARK CONGREGATION OF
JEHOVAH'S WITNESSES; DENTON, TEXAS
BY:
bert Q. Veresident
illiam Nea . e
Richard Ma#a
BUYER:
CITY OF DENTON
B
George C. Caxnpbell,.City Manager'- .
ATTEST: _
JENNIFER WALTERS, CITY SECRETARY