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2000-013 ORDINANCE AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING A REAL ESTATE CONTRACT BY AND BETWEEN THE CITY OF DENTON AND MARK KEMPE, RELATING TO THE CITY'S PURCHASE OF 207 54 ACRES OF REAL PROPERTY, MORE OR LESS, IN THE J DOUTHIT SURVEY, ABSTRACT NO 329, IN DENTON COUNTY, TEXAS, FOR PUBLIC USE BY THE CITY WASTEWATER UTILITY DEPARTMENT, AUTHORIZING THE CITY MANAGER TO EXECUTE SAID REAL ESTATE CONTRACT AND SUCH OTHER AND FURTHER DOCUMENTS AS SHALL BE NECESSARY AND APPROPRIATE TO CONSUMMATE THE PURCHASE OF SAID REAL PROPERTY, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS SECTION 1 That the City Manager is hereby authonzed to execute a Real Estate Contract between the City of Denton, Texas and Mark Kempe, ~n substantmlly the form of the Real Estate Contract which is attached hereto and made a part of tlus ordinance for all purposes, for the purchase of that certmn 207 54 acres of real property, as more particularly described m Exhibit "A" to smd Real Estate Contract, for pubhc use by the City Wastewater Utility Department The City Manager is further authorized to execute such other and further documents as shall be necessary and appropriate to finally consummate the purchase of smd real property SECTION 2 That the City Manager is hereby authorized to make the expenditures as set forth and provided for m the attached Real Estate Contract SECTION 3 That th~s ordinance shall become effective ~mmed~ately upon its passage and approval PASSED AND APPROVED this the ].//~_tc day of ~ ,2000 ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY Page 2 REAL ESTATE CO~T~ACT STATE OF TEXAS COUNTY OF DENTON THIS CONTRACT OF S~T.~ ~s Bade by and between Mark (here=nafter referre~ to as "Seller") and CITY OF DENTON, TEX~S, a home rule municipality, of Denton, Denton County, Texas, (hereinafter referred to as "Purchaser") , upon the terms and cond~txons set forth herexn PURCHASE AND Seller hereby sells an~ agrees to convey, and Purchaser hereby purchases and agrees to pay for all that oertaxn tract, lot or p~£cel of land, hexng described xn Exhibit "A" at~ched wxth all rights and appurtenances pertaxnxng to the saxd property, =nclud~ng any rxght, txtle and interest of Seller an and to adjacent streets, alleys or rxghts-of-way (all of such real property, rxghts, and appurtenances bexng hereinafter referred to as the "Property"), together wxth any ~.~.rovements, f~xture8, and personal property s~tuatod on and attached to the Property, for the cons~deratlon and upon and subject to the ter~s, prov~sionsf and conch%t~on8 hereinafter set forth PURCHASE PRICE I Amount of Purchase Price The purchase price for the Property shall be the total sum of $933,930 00 2 Pa~nent of Purchase Price The full amount of the Purchase Price shall he payable ~n cash at the closing PURCHASER' S OBLIGATIONS The obligations of Purchaser hereunder to cons,"m~mte the transactions cont~_-.~.~ated hereb~ ere sub]eot to the satisfaction of each of the follow=ng conc~Ltlons any of which Bay be waived ~n whole or an part by Purchaser at or pr~or to the closing I Pre34-4nar~ Title Report Within twenty (20) days after the date hereof, Seller, at Seller's sole cost and expense, shall have caused the T~tle Company (hereinafter deflne~) to issue a owners polic~ ccm~itment (the "C~m~ tment") accompanied by copies of all recorde~ documents relating to easements, righ~-~-of-way, etc., affecti~ the Property Purchaser shall g2_:-~ Seller written noticd o~. or before the exp=ratlon of twenty (~O) days ABHOOBF~ e~ z 3,~..~ C~OO F'B p]IGZ 3 Al~OOOIr~ FA~E 4 1212&199 TOE 0~'45 FAX 9¢059&193! ~092 COUNTY OF ~, 2000 ~ ~a81 W Joz, C~ty ~na~, of ~ City ~ Den2O~/ a m~c~l oooo~a~on, kno~ ~o ~ to ~ ~e ~nd off~ w~se n~ ~s ~s~r~d to ~ ~or~o~ng ~ns~nt and a~kn~1~ to ~ ~2 ~e s~ was ~e act of the said Ci~ of ~2on, T~as, a ~n~cipal oo~ration, that he was author~z~ to ~fo~ ~ s~ ~ a~r~a~ ordinate of the C~ty Co~l ~ ~e CIty of DenOn and ~at he mcu~ e~ as t~ act o~ ~ sa~d C~ty Eot p~oses ~d oo~i~at~on STATE OF T~ Th~s instz-,-~-t is a~knowXedged ~ore ~, ~ th~s .~/ JW ~y of Il ,~,,~,,. - D~MO~N Nota~ ~1t~ m~a~ for Janunw 21, ~1 PAGE 7 ATTEST JENNIFER WALTERS, CITY SECRETARY APPR()VED AS TO LEGAL FORM HERB]IRT L PROUTY, CITY ATTORNEY PAGE 8 NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS~ PROFESSIONAL SERVICES AGREEMENT EXCL[ SIVE w~E-N-h-N-T--O~ BUYER REPRESENTATION lh~s Protessmnal Services Agreement (the "A~eement") ~s entered leto by and betwx, en The C~t.~ of Denton,Texas, A Mu nktpal~C~o[poratlon (the '~n nc~pal' ) ~d ~NDALL SMITH & ~OCIATES (the '~roker") In consideration of the se~ces of Broker ~d the a~eements contmned here~ Pnnc~p~ ~d Broker ~ee ~ folto~ L Term ~e term et t~s ~eement commences on ~ts execution ~d mil expire on ~m~r 6~ 2~ (the '~xp~ratton Date') B ~mntment Pnnc~pal hereby ~pmnts Broker as Pnnctpal's exclm~ real estate agent to assist Pnnctpal m se~ehmg for [ocatmg and evalualmg real propemes for ~::z: cF purch~e and to assist m ihe negotmt~ons lead~ngto an a~eement to p~c h~e a propen~ t~c gener~ly descn bed ~ tr~ 7B, J ~uthi~ Su~ey, abstract no 3~ and ~ng app~matdy N/~ ~t~n the m~ket ~ea descn bed ~ ~h of H~ Field south of Oear C~k (the ~ket ~ea'~) C Broker's Duties ~dAuthor~ty I Broker roll act on Pnnct~l's behalf to 0) se~ch for, acqmre mformanon about ~d e~uate a~lable pro~mes m the Market ~rea ~hlch ~e statable for Pnncip~'s intended me or pur~se, tn) present to Pnnc~ those pro~mes ~ch satisfy Prmc~p~'s reqmrements, ~d tm) assist Pnnc~pg m negot~m~ng the terms ~d condmons for the ~tem~ 1 ..... ~rchase of the propem Broker ts hereby ~anted the sole and exclusive right to search for propemes mthm the Market ~ea ~d negonate on Principal s behalf tn co~ectmn ruth the lea;; ar purc~e of prope~es mthm the Market ~ea during the term of th~s A~eement Prmc~p~ sh~l not en~e my other brokers lo act m that capactty on Prmc~'s behalf mt~n the M~ket ~ea dmng the term et tbs ~eement Broker /checA one/ ~ ~s ~ ts not ~thon~d to ~sclose Prmc~pg's ~dent~ty to o~aers of pro~mes re~ estate brokers and other p~ms m se~c~ng for pretties ~d ~sistlng ruth negotmtmns 2 Broker may e~st the effo~s off Broker's s~es ~soc~ates ~d may sohc~t ~d e~st the coo~rat~on of other re~ estate brokers Broker may pl~e Prmm~'s reqmrements m a computer on-line commerm~ ~o~ny ~rk m order to obtan the ~s~st~ce of o~er brokers ~d o~ers Bro~r may ~t, ~r ~s~ th~s ~eement mtho~ the ~en consent of Pnnc~ 3 Broker and Broker's s~es ~socmtes mil de.re ~ ~o~t of t~me ~d effort on Pnnct~'s beef ~ Broker, m Broker's sole ~scretm~ determines necess~ to c~ o~ the d~es described m t~s ~eement Broker ~d Broker's em~oyees ~nts affihates ~d associates ~e e~tled to en~e m other ~mess ~u~ttes mclu&n~ ~ ~t hm~ted to repre~n8 other prmctp~s hstm8 pretties for s~e or lease, ~d prese~m8 the s~e ~o~es to o~er pros~cts 4 Broker sh~l not commit Pnnc~ to ~ ~eeme~ ~ess Pnnc~ ~s Broker ~ ~hon~on to do so D Prmc~p~'s O~ ~gat~ons 1 ~e undersized ~rson ~ the ~thon~ ~d c~ to execute t~s ~eement ~ to brad Pnnc~ to the obh~t~ons set to~ m tbs ~eemenL mcl~ng ~e obh~on to ~ ~ Fee (defied ~low) to Broker 2 Prmmp~ a~ees to con.ct ~ts effo~s to locate smile pro~ for Pnncl~'s use ~ou~ Broker ~d sh~l not en~ge other re~ estate brokers to con.ct negot~auom for the I~ purc~e or other acqms~on off ~y pro~ m t~ M~ket ~ea dmng the term of tbs ~eement ~d my e~emions or renews of th~s ~eeme~ Pn~t~ ~ees to refer to Broker mqmnes ~d offers recel~ by Pnnc~ ruth reset to ~ se~ch for pro~es mt~n t~ M~ket ~e~ to coo~e ~ly ~th Broker m locating pro~n~es ~d m ne~t~mmg~ ~ch~e ~eements, ~d to mfo~ ~1 ~o~ o~ers ~d their re~ estate ~ents of Broker's exclm~ represent~mn of Pnnct~ ~ es~bhshed by this ~eemem ~ng the Protection Period (defined below) Pnncip~ sh~l contt~ to reco~m Broker m Pn~'s exclust~ ~ent m ~cor~ce ruth the terns of~s ~eement ruth res~ct to any ~o~ ~ch ~ ~en submt~ed by Broker to Pnnc~ ~nngt~ tern of~s ~eement E Profess~on~ ~twce Fee · Pnnclp~ '.z~;; G; ~ch~es ~y pro~y mthm the M~ket ~e~ ruth or mthout the ~s~st~ce of Broker, during the term of t~s ~eement or ~y extension or rene~ of thts ~eemen~ then Pnnct~ ~sures payment to Broker of a profession~ set. ce tee (the ~ee~ m cmh ~ the commm~mn of the 1~ ~; p~c~e off e~h ~o~ m ~24,~ ~) No P~ession~ Se~lce F~ ~ ~ prod sh~ld C~ ~ Acqm~ p~ tho Fee from the Owner, ff (a) the !:=:: :.: contract covers property located ~tlun the Market Area, and (b) either 0) the !:.:z:. ar contract is executed dunng the term of tins Agreement, or 01) the property was introduced to Principal by Broker dunag the term of tMs Agreement and the Icrc m contract is executed dunng the Protection Period If the above required pro,asion Is not included in any such 1.~,..,r contract, or the Owner does not pay the Fee to Broker for any reason, Pnaclpal vail pay the Fee to Broker or the ahfference between the Fee and the amount actually paid to Broker by the Owner, wiuchever is less Any payment to Broker by Owner shall not alter the agency relationship between Pnnclpal and Broker as set forth in tins Agreement The Fee vail be prod when earned in the county in winch the property being '.:.--;~ ~.r purchased is located, vathout demand, in immechately av~ulable funds The Fee vail be fully earned and payable to Broker on the date of consummation of a transaction in which Pnnclpal, or any Related Party, ~,aserm- purchases property vatinn the Market Area (1) dunng the term of tMs Agreement, or (ii) after the expiration of the term of tM s Agreement, if earned in accordance vath Paragraph F Protection Period F Protection Period. As to transactions winch close after the Expn'at~on Date, the Fee will be pmcl to Broker upon the closing and funding of a transaction m winch Principal, or any Related Party, ~ purchases property within the Market Area fi, w~m one hundred e~aty (180) days after the Expiration Date (the "Protection Period'), Principal or any Related Party 0) executes a contract of sale or exchange, (u) ~m~..a.-l~, or (m) otherwise agrees to purchase any legal or equitable interest In a property (incluthng a contract for deed or an opUon to purchase or lease property) However as to a :ca:c c~r contract executed dunng the ProtecUon Per~l, Broker wdl only be entffied to collect the Fee ff (0 Broker has furnished to Pnnchoal, wrr. hm fifteen (15) days after the Expn'ataon Date, a 1~ of propert~s introduced to Prmc~pal during the term of this Agreement, and (u) the property winch ~s the subject of the transaction is set forth on that hat A "Related Party" means any amgnee of Principal, any famdy member or relatnte of Pnnc~pal, any officer, thrector or partner of Pnncvpal, and any corporat:on, partnershq>, joint venture, or other entity owned (in whole or In part) or controlled (m whole or In part) by Principal or any officer d~rector or partner of Pnnoipal G. Conflicts of Interest. Notwthstandmg anytlung to the con.my m th~ Agreement, w~th respect to any property m winch Broker and/ur Broker's a.~oc~ates have an mterast, or wluch property is exclusively hated wlth Broker for sale ~.J,~e, Broker wd] notify Prmcrpal of Broker's interest or exclusive hating at or before Broker's mtroductxon of the property to Principal As to any property m winch Broker or Broker's assocmtes have an interest, Broker is reheved from all fiduculry obhgatlons to Prmcvpa~l .under th~s Agreement If the situation constitutes an mtermedmry relaUonshq~ (described below), then Broker's responmo~t~es wdl be lanited to those inherent as an Intermedmry as d~closed below Notwthstandmg any contl~t of interest or tntermedmry relatlonshq~, ue Principal lc.c.:c.:. :.:' purchases the property, then Principal will came the Fee to be prod to Broker as pro'~ded in this Agreement H Intermediary llelatlon~lflp. ~ 1 Pnnc~pal authorizes Broker to show to Prm¢~t~tl properties winch Broker has hsted for sale ~.~ L;.~ If Pnnc~pal wishes to purchase ,.~ t,.o~ any property Broker has hated for sale :.~ ~.;.c.;:., Principal anthonzes Broker to act as an mtermedmry between Principal and the owner, to present any offers Prnlclpal may w~h to make on such propeRle~, and to ~ both Principal and the owner In negotmtons fur the sale cc. ~.~. of the property In that event, Brokegs compensatwn may be pad by the owner In accordance w~h the terms of Broker's hstm8 agreement with the owner, and Broker may also be pa~d a fee by Prlnc~pal. A real e~tnte broker who net~ as an intermedlnry between part~e~ in n traneaetson: n may not disclose to the buyer ~,4emm4~ that the seller ~ wffi aeA'ept u pden le~ than the asking prtee unless othermse instructed in a separnto wren8 by the neller ~u:.iandlo~; b may not dlneloan to the neller 4~=innd~l that the bayer or tenant will pay a pnee granter than the price submitted in a wrigten offer to the ,~eiler u4~-in~lil~4~l nnle~ otherwise instructed in a nepamte writln~ by the bayer ~4t e. may not disclose any confidential information, or nny reformation a party specifically instructs the mai e~t~te broker in writing not to dlaclose, anle~ otherwise lnstmetod in a neparate waling by the venpet'flve purly or othervnse reqmt~ to di~elone such reformation by the Texas Real Estate L~cen~e let or a court order, or ff the mformat~on materially relate~ to the condition of the propatx'y; d shall treat all partm~ to the trnnnaetion hone~tly~ and e ~hall comply with the Texas Real Entht~ Lieenne AeL 2 Appointments Broker is authorized to appoint, by provmlmg written notme to the part,es, one or more hcensees assocmted with Broker to communicate wth and carry out mstruct~ns of one party, and one or more other hcensees associated with Broker to commurncate with and carry out Instructons of the other pa~ty or pert~e~, During negotmtwns, an apponlted hcensee may provide opnuons and adwce to the party to whom the hcensee is appointed I. D~acln~mer Pnnclpal understal~ds that a real estate broker is qualified to ad,use on matters concermng real estate and is not an expert tn matters of law, tax, financing, surveying, bn~rdous materials, engineering, construction, safety, zomng, land planmng or arcMtecture Howevor, Broker vail d~selose to Pnno~pai any materml factual knowledge winch Broker may possess about any property Introduced to Principal by Broker Principal acknowledses that Principal has been admsed by Broker to seek expert © Copynsht 19~6 NTCAR form03 (1/%) ~ by Ro~t lq W'ffirana~ 10tl)$/1999 P~8o 2 a~tance on such matters Broker does not invest~gate a property's compliance w~th building codes governmental ordinances ~atutcs or luxes that relate to lhe use or condition of a property or ~ts construction or that relate to ~ts acquisition If Broker provides names ut consultants or sources for ad'ace or assistance Broker does not v, arram the ~erwces of the ad~sors or their products and cannot warrant the su~tabd~ty of properly to he acquired 6. I~,.d Broker doe~ not warrant thai the owner of the propert~, w~ll d~sclose any or all property defects or other matter~ pertmmn8 to the property or ~ts condition Broker s babd~t~ for Broker's bre~h of this A~eement neghgence or other~se ,s hm,ted to thc return of the Fee If ~y pa~d to Broker pursuant to th~s A~eemem J Msscellaneous 1 Notsces ~y not~ce under th~s ~eement must be tn ~mn8 ~d ~ll be deemed deh~red on the e~her of (~) actu~ receipt tfdeh*ered m person or by messen~r ~th e~dence ofdebve~ (.) receipt ut ~ e~ectromc facs~mde tr~sm~s~on ~th con~rmat~on of deh~. or (m) upon deposit m the U S marl first class po~tage prepaid and addressed to the ~ntended cectp,ent at ~ts respect~ ad.ess set fo~h ~low or such other Mdress ~ may be subseque~ly desolated m ~rmng by the mten~ed rec~p~em 2 Legal Ex. rises ~e pre. hag p~ m ~y leg~ proceeding brou~t m relation to ~h~s A~eement shall be reco~r from the other p~y reasonable attorneys' fees. ~e-jud~ent interest as ~lo~d by law and ~1 other costs of collection m addmon to the Fee ~d ~y other com~nsatmn ~y~le hereunder 3 Severab~h~ E ~y pro~s~on of th~s ~eement ~s found to be m~d or ~enforcenble by a court of core.tent j~nsd~c~on then the m*ahd pro~s,on ~11 be deemed to be deleted trom th~s ~eement ~d the rcmmnder con~mue to be ~hd ~d m f~l ~orce and effect 4 B*ndsng E~ct ~s ~eement ~s binding on ~ ~11 m~e to the ~nefit of the ~es hereto and their successors he~rs ~d assigns Ho~r th~s A~eement may not be ~s~ed by e~ther ~ny ~thout the ~en consem of the other ~ ~s A~eemem contmns the enttre ~eement ~d underst~&ng ut the purees ~d at ma~ not be muffled c~celed or terminated ~xccpt b~ an agreement m ~tmg executed by both pa~es [f t~s A~eement ts executc~ by more than one Pnnc~pa1 ~t shall constitute the joint ~d se~er~ obh~tnons of each Pnnc~p~ Pnnc~ ackno~edges that Pnnc~p~ has rem th~s entire ~eemem ~nderstands ~t f~y an~ h~ h~ ~ o~umty to renew ~t ~th ~ ~orney of P~c~l's choice Pnnc~p~ ~d Broker each ac~o~edge rece~ of a fully executed co~ of th~s ~eement 5 G overm ng Law ~s A~eemem sh~l be gummed by ~d construed m ~cord~ce ~th the la~ ut the State of Texas 6 ExMbtts ~y e~bits or ~achments to th~s A~eement ~e hereby mcor~rated ~ a p~ ofth~s ~eement Th~s Agreement ~s executed m four original counterparts and ts effective on the last date beneath the s~gnatures below PRINCIPAL BROKER The Cst~ of~lentn. Texas. A Mnntvtnal ~.ol~ratton RANDALL ~l'H & ASSOCIATES Pnnted Nm-ne $."//tr~ - / ~ ,let Prmt~ Name Roger n Wilkinson Title ' ' / C~ty/~(atfr T~tle N/A ~ddl'¢SS /~1~ E _~Kinne,s Street ~oss 11~ MAN~TTAN ~t~ Te~ 76~! N/A DE~ON,T~S 76~1 Tel~hone 9~3~ F~ N/A Telephone 9~z~sT, F~ ~ Copx ~l 1~ ~C~ tbs03 (1/~) ~ ~ ~ N W,l~n~ 10 o5 ~ ~ge ATTEST Jennifer Walters, C~ty Secretary A~PROVED AS TO LEGAL FORUM Herbert L Prouty, City Attorney