2010-267ORDINANCE NO. 2010-267
AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO
EXECUTE A REAL ESTATE CONTRACT BY AND BETWEEN THE CITY OF DENTON,
TEXAS AND PHILIP R. THARP AND JOE B.MOORE, AND ANY OTHER DOCUMENTS
AND CONVEYANCES THAT ARE NECESSARY TO ACQUIRE 602 ROSE STREET,
BEING LOT 1, BLOCK 2, COLLEGE BEAUTY ADDITION, AN ADDITION TO THE CITY
OF DENTON, TEXAS, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME
198, PAGE 365 OF THE DEED RECORDS OF DENTON COUNTY, TEXAS;
AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE; PROVIDING AN
EFFECTIVE DATE.
WHEREAS, after due consideration of the public interest and the use and benefit to
accrue to the City of Denton, Texas; NOW THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager or his designee is hereby authorized to execute a Real
Estate Contract by and between the City of Denton, Texas, as Purchaser and Philip R. Tharp and
Joe B. Moore, together as Seller, substantially in the form that is attached hereto and made part
hereof as Exhibit "A" (the "Contract"), and any other documents necessary for the acquisition of
602 Rose Street being Lot 1, Block 2, College Beauty Addition, an Addition to the City of
Denton, Texas. The land is being acquired for municipal purposes.
SECTION 2. The City Manager is hereby authorized to carry out the rights and duties of
the City under said Contract, including the expenditure of funds.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the 4dayof , 2010.
MARK A. BURRO TIHS, MAYOR
ATTESTED:
JENNIFER WALTERS, CITY SECRETARY
By. )AI -WO
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
~ i
By:
CONTRACT OF SALE
STATE OF TEXAS §
COUNTY OF DENTON §
This Contract of Sale (the "Contract") is made this /V - day of October, 2010, effective
as of the date of execution hereof by Buyer, as defined herein (the "Effective Date"), by and
between Philip R. Tharp and Joe B. Moore (collectively 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 that certain land being more particularly described as Tract I on
Exhibit "A", attached hereto and made a part hereof for all purposes, being located in Denton
County, Texas (the "Land"); and
WHEREAS, Seller desires to sell to City, and City desires to buy from Seller, the Land,
together with any and all rights or interests of Seller in and to adiacent 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").
ARTICLE I
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.
ARTICLE H
PURCHASE PRICE AND EARNEST MONEY
2.01 Purchase Price. The Purchase Price to be paid to Seller for the Property is the sum of
Sixty Nine Thousand Five Hundred Dollars and No/100 ($69,500.00) (the "Purchase Price").
2.02 Earnest Money. Buyer shall deposit the sum of Three Thousand and No/100 Dollars
($3,000.00), as Earnest Money (herein so called) with Capital Title of Texas, 620 West Hickory
Street, Denton, Texas, 76201, (the "Title Company"), as escrow agent, upon, or within seven (7)
days of, 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.
2.03 Independent Contract Consideration. Within fourteen (14) calendar days after the
Effective Date, as defined below, Buyer shall deliver to the Title Company, payable to and for
the benefit of 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,
mo gages, 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 at Buyer's expense, a current on the ground survey of the Property (the "Survey").
The Survey shall include but not be limited to, a depiction of 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 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.
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 Buyer's sole cost and expense, shall cause a standard
Texas Owner Policy of Title Insurance ("Title Policy"), along with a T-19.1, T-19.2 or T-19.3
endorsement, as applicable, to be furnished to Buyer. The Title Policy shall be issued by the
Title 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. 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 Seller, 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);
(c) no exception will be permitted for "rights of parties in possession";
(d) no liens 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 N
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 thirty (30) 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 Earnest Money will be
returned to Buyer, 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
Article IV, 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 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 set forth in this Contract is
complete, accurate, true and correct.
(b) There are no adverse or other parties in possession of the Property 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 any part thereof, except those described in the Leases, as
defined in Article V, Section 5.02(a).
(c) The Seller has good and marketable 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 as
provided in this Contract and to carry out Seller's obligations hereunder.
(c) 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.
(f) The Seller has disclosed to Buyer in writing of any and all facts and C;-r 11anstances
relating to the physical condition of the Property that may materially and adversely affect
the Property 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.
(h) Seller has not contracted or entered into any agreement with any real estate broker, agent,
fmder, 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.
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, 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 Article V, Section 5.02(a), shall have expired or otherwise
terminated and any and all tenants shall have permanently abandoned and vacated the
Property on or before the date of Closing.
5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as
follows:
(a) Unless stated otherwise, 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, true, correct,
and complete copies of the following:
(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 any part thereof, incluci ng any and
all modifications, supplements, and amendments thereto (the "Leases").
(ii) All environmental audits, soil tests and engineering and feasibility reports,
including any and all modifications, supplements and amendments thereto, with
respect to the Property 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 create, or permit to exist, any lien, encumbrance, or charge thereon.
(c) Seller shall 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 under any written or oral contracts arising or entered into prior
to Closing.
5.03 Survival Beyond Closing. Notwithstanding anything to the contrary contained in this
Contract, the representations, warranties, covenants and agreements of Seller contained in this
Contract shall survive the Closing, and shall not, in any circumstance, be merged with the
General Warranty Deed, as described in Article VII, 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 ooJ ections 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.
6.03 Adverse Change. Buyer is not obligated to perform under this Contract, if on the date of
Closing, any portion of the Property has been condemned, or is the subject of condemnation,
eminent domain, or other material proceeding, or the Property, 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 Article IV, Section 4.01 that Buyer has determined that the Property
is unsuitable to or for Buyer's purposes.
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 occur upon the
later 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; and (ii) January 28, 2011, unless
otherwise 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:
(i) The Title Policy, in the form specified in Article III, Section 3.05;
(11) The General Warranty Deed, substantially in ±he form as attached hereto as
Exhibit "B", subject only to the Permitted Exceptions, if any, duly executed by
Seller and acknowledged;
(iii) 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 Article II, 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 Article VII, 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 at Closing shall be based on the amount of taxes due and
payable with respect to the Property for the preceding calendar year. As soon as the
amount of taxes levied against the Property for the calendar year in which Closing shall
occur is known, Seller and Buyer shall readjust in cash the amount of taxes to be paid by
each party with the result that Seller shall pay for those taxes attributable to the period of
time prior to the Closing Date (including, but not limited to, subsequent assessments for
prior years due to change of land usage or ownership) and Buyer shall pay for those taxes
attributable to the period of time commencing with the Closing Date.
7.04 Possession at Closing. Possession of the Property shall be delivered to Buyer at Closing.
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 and expenses identified herein as being the
responsibility of Buyer. All other costs or expenses associated with closing the transaction
contemplated by this Contract not identified herein shall be paid by the Buyer.
ARTICLE VIII
DEFAULTS AND REMEDIES
8.01 Seller's D efa -alts 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 Article VII, 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
convey the Property to Buyer subject to no liens, encumbrances, exceptions, and
conditions other than those shown on the Title Commitment.
8.02 Buyer's Default and Seller's Remedies.
(a) Buyer's Default. Buyer is in default under this Contract if Buyer fails to deliver at
Closing, the items specified in Article VII, 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 notice delivered
to Buyer in which event the Seller shall be entitled to a return of the Earnest Money, 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, delivered as provided herein, 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:
Philip R. Tharp
389 Mac's Grocery Road
Box A
Bowie, TX 76230
Joe B. Moore
532 A e Street
Boulder City, NV 89005
Copies to:
For Seller:
Lance Vanzant
Hayes, Berry, White & Vanzant
512 West Hickory Street, Suite 100
Denton, TX 76201
Telecopy: (866) 580-1744
BUYER:
City of Denton
Paul Williamson
Real Estate and Capital Support
901-A Texas Street
Denton, Texas 76209
Telecopy: (940) 349-8951
For Buyer:
Richard Casner, Deputy City Attorney
City Attorney's Office
215 E. McKinney
Denton, Texas 76201
Telecopy: (940) 382-7923
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 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 damage or destruction to any improvement located on the Land
shall occur prior to Closing, or if any condemnation or any eminent domain proceedings are
Threatened or initiated that might result ;yn the taking of any portion of the Property, 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, shall be
entitled to receive any (i) in the case of damage or destruction, any insurance proceeds,
together with the deductible amount under Seller's policy or policies; and (ii) in the case
of eminent domain, proceeds paid for the Property related to the eminent domain
proceedings. 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 described herein.
Buyer shall have a period of ten (10) days after receipt of written notification from Seller on the
final settlement of all condemnation proceedings or insurance claims related to damage or
destruction of any improvement located on the Property, 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 Article IX, 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 Director of Water Utilities of Buyer, or his designee.
9.10 Contract Execution. This Contract of Sale may be executed in any number of
counterparts, all of which taken together shall constitute one and the same agreement, and any of
the parties hereto may execute this Agreement by signing any such counterpart.
9.11 Expiration of Offer. The execution of this Contract by Seller constitutes, subject to the
terms hereof, an irrevocable offer to sell the Property to Buyer. Unless by 5:00 p.m., on October
20, 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.
SELLER:
By:
By: ,
PHILIP R. THARP
JOE B
Executed by Seller on the ~day of 2010.
BUYER:
By:
GEO GE C. CAMPBELL, CITY MANAGER
Executed by Buyer on the ~ -day of 2010.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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 Director of Water Utilities of Buyer, or his designee.
9.10 Contract Execution. This Contract of Sale may be executed in any number of
counterparts, all of which taken together shall constitute one and the same agreement, and any of
the parties hereto may execute this Agreement by signing any such counterpart.
9.11 Expiration of Offer. The execution of this Contract by Seller constitutes, subject to the
terms hereof, an irrevocable offer to sell the Property to Buyer. Unless by 5:00 p.m., on October
20, 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.
SELLER:
_ ~;W
By: zl-2
PHILIP R. THARP
By:
JOE B. MOORE
Executed by Seller on the day of
2010.
BUYER:
By: 4-~
GEORGE . CAMPBELL, CI Y MANAGER
Executed by Buyer on the day of 40-" 2010.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY.
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
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 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:
Capital Title of Texas
620 West Hickory Street
Denton, TX 76201
By: k p % T AL
Printed Name- I JA
Title: %S-~G2oQ r,WF t r~
Contract receipt date: 10 - 2 S , 2010
EXHIBIT "A"
to
Contract of Sale
Legal Description
602 Rose Street
Denton, TX 76209-4346
Being Lot 1, Block 2, College Beauty Addition, an addition to the City of Denton,
Denton County, Texas, according to the plat thereof recorded in Volume 198, Page 365
of the Deed Records of Denton County, Texas.
Contract of Sale
Page 15 of 18
EXHIBIT "B"
to
Contract of Sale
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY 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.
GENERAL WARRANTY DEED
STATE OF TEXAS §
COUNTY OF DENTON KNOW ALL MEN BY THESE PRESENTS
That Philip R. Tharp and Joe B. Moore (collectively herein called "Grantor"), for
and in consideration of the sum of TEN AND NO/100 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").
This conveyance is subject to the following:
[Insert Permitted Exceptions, if any]
Contract of Sale
Page 16 of 18
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
Grantee and Grantee's successors and assigns, against every person whomsoever lawfully
claiming or to claim the same or any part thereof.
EXECUTED the -'2 / day of p , 2010.
By:
By:
THE STATE O - §
COUNTY OF /KI §
This instrument was acknowledged before me
2010 by Philip R. Tharp.
ki ~''1o4Y rUB',
Notary Public, as
ADRIANA GE2013
9f My CommisMay 31THE STATE OPQ~J §
COUNTY OF OW ~U §
on ,
Notary Public, State of Texas
My commission expires' )W
U7 - d'6 /
This instrument was acknowledged before me on ,
2010 by Joe B. Moore.
\p lllfl~
ADRIANA G. SANCHEZ Notary Public,' to of Texas
Notary Public, State of Texas
y My Commission Expires My commission expires:
'%11111~`~ May 31, 2013
Contract of Sale
Page 17 of 18
/,~I/fll ----7/
HILIP R. TiL R&
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
Grantee and Grantee's successors and assigns, against every person whomsoever lawfully
claiming or to claim the same or any part thereof.
EXECUTED the _2 / day of 2010.
.ool
By: _ 1~2~
PHILIP R. THARP
By:
THE STATE OF-3eA §
COUNTY OF
JOE B. MOORE
/ This instrument was acknowledged before me o ,
2010 by Philip R. Tharp.
,,o~~."•'"0a~: ADRIANA G. SANCHEZ
Notary Public, State of Texas
y~= My Commission Expires
May 31, 2013
THE STATE OF §
COUNTY OF §
Notary Public, State of Texas
My commission expires: A// X41
This instrument was acknowledged before me on
, 2010 by Joe B. Moore.
Notary Public, State of Texas
My commission expires:
Contract of Sale
Page 17 of 18
Exhibit "A"
To
General Warranty Deed
Legal Description
602 Rose Street
Denton, TX 76209-4346
Being Lot 1, Block 2, College Beauty Addition, an addition to the City of Denton,
Denton County, Texas, according to the plat thereof recorded in Volume 198, Page 365
of the Deed Records of Denton County, Texas.
Contract of Sale
Page 18 of 18