2011-222s:llegallour documentslordinances1111wrenn badger contract of sale ordinance .doc
ORDINANCE NO. 2011-222
AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY
MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT OF SALE (HEREIN SO
CALLED) BETWEEN THE CITY OF DENTON, AS BUYER AND DEBORAH JANNETTE
GAILES, FORMERLY DEBORAH JANNETTE WRENN AND CLAUDIA WRENN
BADGER, FORMERLY CLAUDIA WRENN, AS SELLERS, CONTEMPLATING THE SALE
AND PURCHASE OF A TR.ACT OF LAND, BE1NG LOT 13, BLOCK 4 OF SOLOMON
HILLS, N0. 3, AN ADDITION TO THE CITY OF DENTON, DENTON COUNTY, TEXAS,
ACCORDING TO THE PLAT RECORDED IN VOLUME 183, PAGE 84, DEED RECORDS,
DENTON COUNTY, TEXAS (THE "REAL PROPERTY"), FOR THE PURCHASE PRICE OF
FORTY SIX THOUSAND AND NO/100 DOLLARS ($46,000.00); AUTHORIZING THE
CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE AND DELIVER ANY AND ALL
DOCUMENTS NECESSARY TO ACCOMPLISH CLOSING OF THE TRANSACTION
CONTEMPLATED BY THE CONTRACT OF SALE; AUTHORIZING THE EXPENDITURE
OF FUNDS THEREFORE; AND PROVIDING AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager, or his designee, is hereby authorized to execute the
Contract of Sale, between the City of Denton and Deborah Jannette Gailes, formerly Deborah
Jannette Wrenn, and Claudia Wrenn Badger, formerly Claudia Wrenn, in the form attached
hereto and made a part hereof as Exhibit "A" (the "Contract"), for the purchase price of
$46,000.00, plus closing costs as prescribed in the Contract, and any and all other documents
necessary for the acquisition of the Real Property, as more particularly described therein.
SECTION 2. The City Manager is hereby authorized to make expenditures as set forth
in the Contract of Sale,
SECTION 3. That this ordinance shall become effective immediately upon its passage
and approval.
5t
PASSED AND APPROVED this the � day of �� , 2011.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
,
BY:
APP VED A TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
`
BY: � --�
Page
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s:llegal\our documentslcontracts\l llwrenn-badger contract of sale.doc
CONTRACT OF SALE
STATE OF TEXAS §
COUNTY OF DENTON §
This . Contract of Sale (the "Contract") is made this I—'�� day of
, , 2011, effective as of the date of execution hereof by Buyer, as
def ned herein (the `Bffective Date"), by and between Deborah Jannette Gailes, formerly
Deborah Jannette Wrenn, as devisee under the Last Will and Testament of Robert Joe
Wrenn, Jr., Deceased and Claudia Wrenn Badger, formerly Claudia Wrenn (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 those certain lands being rnore particularly described on
Attachment "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 Buyer, and Buyer desires to buy from Seller,
the Land, 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 iixtures
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 II
PURCHASE PRICE AND EARNEST MONEY
2.01 Purchase Price. The Purchase Price to be paid to Seller for the Property is the
sum of Forty Six Thousand and No/100 Dollars ($46,000.00) (the "Purchase Price").
2.02 Earnest Money. Buyer shall deposit the sum of Five Hundred and No/100
Dollars ($500.00}, 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
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 ten (10) calendar days after the
Effective Date, as deiined below, Buyer shall deliver to the Title Company for delivery to
Seller a check, jointly payable to Seller, 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 Buyer'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 the 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 frst refusal, restrictive covenants, exceptions, easernents
(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 Buyer'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, Buyer 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 surveyor shall be selected by Buyer and the
survey prepared as directed by Buyer. The Survey may 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 describe the size of the Property, in acres, and contain a metes and bounds
description thereo£ Seller shall furnish or cause to be furnished any afiidavits,
certificates, assurances, and/or resolutions as required by the Title Company in order to
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Page 2 of 20
amend the survey exception as prescribed by Section 3.05, below. The description of the
Property as set forth in the Survey 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 satisfed 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 twelve (12) calendar days after Seller is provided notice of Objections, either
satisfy the Objections at Seller's sole cost and expense or prornptly 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 twelve (12) 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 unsatisiied 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's Policy of Title Insurance ("Title Policy") 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 Buyer, of any required additional premium);
(b) no exception will be permitted for "visible and apparent easements" or words to
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Page 3 of 20
that effect (although reference may be made to any speciiic easement or use
shown on the Survey, if a Permitted Exception);
(c) no exception will be pertnitted for "rights of parties in possession"; and
(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 fifty nine (59) 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 detertnine 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 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.
Contract of Sale
Page 4 of 20
(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 Section 5.03(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.
(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.
( fl The Seller has disclosed to Buyer in writing of any and all facts and
circumstances 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 (collectively, the "Taxes") that are presently due, if any, which
are against or are related to the Property, or if such Taxes are existing, such Taxes
shall be paid by Seller at Closing, such that 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, finder, or any other party in connection with this transaction or
taken any action which would result in any real estate broker commissions or
iinder'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
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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 Arnendments 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 on or before the date of Closing.
5.02 As Is Conveyance. Except as expressly represented and warranted to Buyer in
this Article V and the General Warranty Deed, attached hereto and made a part hereof as
Attachment "B", the conveyance of the Property to Buyer shall be "As Is". However,
nothing contained herein shall be construed to release, discharge or hold harmless any of
Seller's predecessors in title.
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, 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 thereo� relating to the possession of the Property, or any part
thereof, including any and all modifications, supplements, and
arnendments thereto (the "Leases").
(ii) All oil, gas and/or mineral leases, environmental audits, soil tests and
engineering and feasibility reports, including any and all modiiications,
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, easernent 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.
Contract of Sale
Page 6 of 20
(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) 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 under any written or oral contracts arising or
entered into prior to Closing.
5.04 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 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.
6.03 Adverse Change. Buyer shall not be 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.
Contract of Sale
Page 7 of 20
6.04 Review Period. Buyer shall not be 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.
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 perfortnance 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 satisiied 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 shall take place in the offices of the
Title Company and shall be accornplished through an escrow to be established with the
Title Company, as escrowee. The Closing Date (herein sometimes called), shall be on (i)
December 30, 201 l; 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:
(i) The Title Policy, in the form specified in Section 3.05;
(ii) The General Warranty Deed, substantially in the form as attached hereto
as Attachment "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:
Contract of Sale
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(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 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, 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
identiiied 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
Contract of Sale
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untrue on the Closing Date; or
(ii) Seller fails to meet, comply with or perform any covenant, agreement,
condition 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 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 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 remedies for the default, may at Seller's sole option, do either
one of the following:
(i) 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 provide to Seller
the Earnest Money; or
(ii) Enforce specific performance of this Contract against Buyer, requiring
Buyer to purchase the Property from Seller subject to no liens,
encumbrances, exceptions, and conditions other than those shown on the
Title Commitment.
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ARTICLE IX
NIISCELLANEOUS
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:
SELLERS : BUYER:
Deborah Jannette Gailes Paul Williamson
ZZi( �L� l,tlDVD City of Denton
�/�JTU 7'� 901-A Texas Street
-1(p2p9 Second Floor
Denton, Texas 76209
Claudia Wrenn Badger
� � !��
7.�"/ � 2,
Copies to:
For Sellers: For Buver:
Richard Casner,
Deputy City Attorney
215 E. McKinney
Denton, Texas 76201
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 beneiit of Seller
and Buyer, and their respective heirs, executors, administrators, legal representatives,
successors and assigns. If requested by Buyer, Seller agrees to execute, acknowledge and
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Page 11 of 20
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 dornain proceedings are
threatened or initiated that might result in 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 proceeds paid for the Property. If Buyer makes
this election, the Closing shall be held on the tenth (lOth) 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 Attachments and Exhibits. The Attachments and 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 Parks & Recreation, or his
designee.
9.10 Undivided Ownership. It is represented by Seller that Deborah Jannette Gailes
and Claudia Wrenn Badger each own an undivided one-half (1/2) interest in the Property.
All benefits contemplated by this Contract, including the proceeds of the sale of the
Property and all expenses and prorations contemplated by this Contract, including
without limitation, the Taxes (whether past due and owing or to be due for the year of
Closing), shall be divided equally at Closing by and between Deborah Jannette Gailes
Contract of Sale
Page 12 of 20
and Claudia Wrenn Badger. All obligations of Seller, as provided herein, shall be joint
and several obligations of each Seller unless specifcally provided otherwise herein.
9.11. Multiple Counterparts. This Contract 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 Contract by signing any such counterpart.
9.12. 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 November 2, 2011, 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.
BUYER:
CITY OF DENTON - S
By
GEORGE C. CAIVIPBELL,
CITY MANAGER
Date: �% /r /� o l / , 2011
ATTEST:
JE ER WALTERS, TY SECRETARY
BY.
Da : I �I , 2011
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CIT TTORNEY
BY: `�---P .
Date: c� � �' , 2011
Contract of Sale
Page 13 of 20
SELLER:
By: ��
Deborah Jannette Gailes, formerly Deborah Jannette
Wrenn, as devisee under the
Last Will and Testament of Robert Joe Wrenn, Jr.,
Deceased
Claudia Wrenn Badger, ormerly
Claudia Wrenn
Date: �d— � �' , 2011
ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me on �� �� QG��`�ZO11 by Deborah
Jannette Gailes, formerly Deborah Jannette Wrenn, as devisee under the Last Will and
T stament of Robert Joe Wrenn, Jr., Deceased.
,�*��'L�ai'4.� MARK ALLEN LAIRD
�" �� ��`�'= Notary Public, State of Texas �
����,� My Commission Expires �_ �-
,� December 12, 2012 —r
Notary Public, in and for the State of Texas
My Commission Expires: JZ —�Z - J_
ACKNOWLEDGMENT
THE STATE OF TEXAS
COUNTY OF DENTON §
2�.��a��u � �.�
This instrument was acknowledged before me on ����, 2011 by Claudia
Wrenn Badger, formerly Claudia Wrenn.
,�'":�.�.�," MARK ALLEN LAtRD
8.',�,e11y���ii
= Notary Public, State of Texas
� '.c My Commission Expires
-'�iyf�„�,'.'�S December 12, 2012
�
Notary Public, in and for the State of Texas
My Commission Expires: � Z� Z—�?�
Contract of Sale
Page 14 of 20
ATTACHMENT A
To Contract of Sale
Legal Description
Lot 13, Block 4 of Solomon Hills, No. 3, an addition to the City of Denton, Denton
County, Texas, according to the plat recorded in Volume 183, Page 84, Deed Records,
Denton County, Texas
Contract of Sale
Page 15 of 20
ATTACHMENT "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 THIS INSTRUMENT 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 Deborah Jannette Gailes, formerly Deborah Jannette Wrenn, as devisee
under the Last Will and Testament of Robert Joe Wrenn, Jr., Deceased and Claudia
Wrenn Badger, formerly Claudia Wrenn (herein collectively 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" and depicted on Exhibit "B", 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:
Contract of Sale
Page 16 of 20
[Insert Permitted Exceptions, if any]
Except as represented and warranted to Grantee (i) pursuant to that certain
Contract of Sale (herein so called), dated on or about , by and between
Grantor and Grantee; and (ii) in this General Warranty Deed, the conveyance of the
Property is "As Is". However, nothing contained herein shall be construed to release,
discharge or hold harmless any of Grantor's predecessors in title.
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.
EFFECTIVE the day of , 2011.
:
Deborah Jannette Gailes, formerly
Deborah Jannette Wrenn, as devisee under the
Last Will and Testament of Robert Joe Wrenn, Jr., Deceased
Claudia Wrenn Badger, formerly Claudia Wrenn
Contract of Sale
Page 17 of 20
ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me on , 2011 by Deborah
Jannette Gailes, formerly Deborah Jannette Wrenn, as devisee under the Last Will and
Testament of Robert Joe Wrenn, Jr., Deceased.
Notary Public, in and for the State of Texas
My Commission Expires:
ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me on , 2011 by Claudia
Wrenn Badger, formerly Claudia Wrenn.
Notary Public, in and for the State of Texas
My Cornmission Expires:
AFTER RECORDING RETURN TO:
City of Denton — Engineering Department
Real Estate and Capital Support
901-A Texas Street, 2°d Floor
Denton, Texas 76209
Contract of Sale
Page 18 of 20
EXHIBIT A
To General Warranty Deed
Legal Description
Lot 13, Block 4 of Solomon Hills, No. 3, an addition to the City of Denton, Denton
County, Texas, according to the plat recorded in Volume 183, Page 84, Deed Records,
Denton County, Texas
Contract of Sale
Page 19 of 20
EXHIBIT B
To General Warranty Deed
Depiction of Property
Contract of Sale
Page 20 of 20