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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 S:�Legall0ur Dacumenls10rd6�ancesU llWrenn Badgcr Conuact oCSele Ordinance .doc 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 Contract of Sale 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 Contract of Sale 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 Contract of Sale Page 5 of 20 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 Page 8 of 20 (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 Page 9 of 20 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. Contract of Sale Page 10 of 20 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 Contract of Sale 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