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1999-467 ORDINANCE NO qq- 43 q AN ORDINANCE APPROVING A R~AL ESTATE CONTRACT BETWEEN THE CITY OF DENTON, CALVIN WOOLAVER AND CALVIN WAYNE WOOLAVER RELATING TO THE PURCHASE OF LOT 1 AND THE EAST 13 AND 1/3 FEET OF LOT 2, STROUD ADDITION FOR FLOOD MITIGATION ASSISTANCE PROJECT GRANT, TEXAS WATER DEVELOPMENT BOARD CONTRACT NO 99-001-027, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS T~ That the City Manager is authorized to execute a Real Estate Contract between the City, Calvin Woolaver and Calvin Wayne Woolaver, in substantially the form of the Real Estate Contract which ~s attached to and made part ofth~s ordinance for all purposes, for the purchase of Lot 1 and the East 13 and 1/3 feet of Lot 2, Stroud Addition for Flood Mitigation Assistance Project Grant, Texas Water Development Board Contract No 99-001-02? ~ The C~ty Manager is authorized to make the expenditures as set forth in the attached Real Estate Contract ~ That thxs ordinance shall become effective immediately upon its passage and approval PASSEDANDAPPROVEDthlsthe /-/~'~ dayof /~~ 1999 JACK~LER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERTBy ~~/L PRO~Y~ REAL ESTATE CONTRACT STATE OF TEXAS COUNTY OF DENTON THIS CONTRACT OF SALE Is made by and between Calvm Wayne Woolaver and Calvin Woolaver (herema.~er referred to as "Seller") and CITY OF DENTON, TEXAS, a home nde mumclpahty, of Denton, Denton County, Texas, (herema.~er referred to as "Purchaser"), upon the terms and concht~ons set forth hereto PURCHASE AND SALE Seller hereby sells and agrees to convey, and Purchaser hereby purchases and agrees to pay for all that certain tract, lot or pardi of land consisting of Lot 1 and the east 13 1/3 feet of Lot 2, STROIoD ADDITION, an ad&tion to the City of Denton recorded m Volume 80, Page 395 of the Deed Records of Denton County, Texas and being that same tract conveyed ~om Sacquelene M Robeck to Calvin Wayne Woolaver and Calvin Woolaver on November 28, 1995 by Warranty Deed recorded with Clerk's Fde Number 95-R0075949 m the Real Property Records of Denton County, Texas, together w~th all nghts and appurtenanc~ pertaining to the smd property, mcludmg any right, tffie and interest of Seller m mui to adjacent streets alleys or rights-of-way (all of such real property, rights, and apl~urtenances being hereinafter referred to as the "Prope~"), together w~th any ~mprovements, fixtures, ~/~_~/. s~tuated on and attached to the Property, for the conslderauon and upon and subje~f]o'~''~' the terms, provis~ons, and conditions hereinafter set forth However, It is expressly understood that ~lle Seller shall have the right to salvage and remove any part of the eyastmg resldenc~ and/or outbmldmgs presently situated upon said tract within a tune period of ninety days (90) after the date of conveyance (Closing) ARer ninety days (90) fi~om the date of conveyance (Closing) ownerslup of any remmmntg structures, appurtenallg~ and personal property shall vest m the Purchaser, to be removed and disposed of at the sole d~scret~on of the Purchaser Possassion of the Property by the Purchaser shall occur at 12 01A M, March 31, 2000 The Seller hereby acknowledges that the Purchaser has prewoualy informed the Seller that Purchaser has nagotmted for the purchase of the tracts with no intent to use its powers of eminent dommn to obtain the parcels PURCHASE PRICE 1 Amount of Purchase Price Th~ purchase pnce for the Property shall be the sum of Eighty Seven Thousand Dollars and No Cents ($87,000) Page 1 of 8 2 Payment of Purchase Price. The full amount of the Purchase Price shall be payable m cash at the closing. PURCHASF. R'S OBLIGATIONS The obhgations of Purehasor hereunder to consummate the transactions contemplated hereby are subject to the satisfaction of each of the following conihtlons any of wluch may be waived m whole or m pan by Purchaser at or prior to thc closing 1 Preliminary Title Ranort. Within twenty (20) days after the date hereof, Seller, at Seller's sole cost and expense, shall have caused the Title Company (herem~er defined) to issue an owner's policy comm~lment (the "Commllmant") accompamed by copies of all recorded documents relating to easements, nghts-of-way, etc, affecting the Properly Purchaser shall g~ve Seller wnttan notice on or before the expgation of ten (10) days after Purchaser receives the Commitment that the con&t~on of title as set forth m the Conumlment ~s or is not satisfactory In the event Purct~aser states the condition of title is not satisfactory, Seller shial, at Seller's option, promptly undertske to elmunate or mo&fy all unacceptable matters to the reasonable satisfacUon of Purchaser Purchaser understands that Seller is under no obligation to cure any title defects complained of by Purchaser stated m Purchaser's wntten notice to Seller as prowded m this paragraph In the event Seller is unable to do so w~thm ten (10) days ~.Rer receipt of written not~ce, tins Agreement shall thereupon be null and void for all purposes, otherwise, tlus condmon shall be deemed to be acceptable end any obJeCtion thereto shall be deemed to have been waived for all purposes 2 Survey Purchaser may, at Purchaser's sole cost and expense, obtain a current survey of the Property, prepared by a duly hcensed Texas land surveyor acceptable to Purchaser The survey shall be staked on the ground, and shall ~how the location of all ~mprovements, lughways, streets, wads, railroads, nvers, creeks, or other water courses, fences, easements, and n~hts-of-way on or adjacent to the Property, if any, and shall contain the surveyor's certffication that there ~e no encroachments on the Property and shall set forth the number of total acres comprising the Property, together vath a metes and bounds description thereof Purchaser will have ten (lO) days after receipt of the survey to review and approve the survey. In the evant the survey Is unacceptable, than Purchaser shall w~thm the ten (10) day penod, ~ve Seller wntten notice of tins fact Seller shall, at Seller's option, promptly undertake to ehmmate or mo&fy the onacceptable po~ons of the survey to the reasonable satisfactious o*%".rchaser In the event Seller is unable to do so w~thm ten Page 2 of 8 (10) days after receipt of wntten noUce, Purchaser may terminate this Agreement, and the Al~,eement shall th ~eupon be null and vo~d for all purposes Purchaser's fiulure to g~ve Seller flus written notice shall be deemed to be Purchaser's acceptance of the survey 3. Seller's Comohance Seller shall have performed, observed, and comphed with all of the covenants, agreements, and conchtions required by this Agreement to be performed, observed, and complied with by Seller prior to or as of the closing REPRESENTATIONS AND WARRANT.S OF SELLER Seller hereby represents and w~,ants to purchaser, to the best of its current knowledge, as follows, winch representstions and warranties shall be deemed made by Seller to Purchaser also as of the closing date 1 There are no pames m possession of any pomon of the Property as lessees, tenants at sufferance, or Irespassers 2 Except for the pnor actians of Purchaser, there is no pending or threatened condemnation or sumlar proceeding or assessment or stat, affecting title to the Property, or any part thereof, nor to the best knowledge and bchef of Seller is any such proceeding or assessmant contemplated by any governmental authority 3 Seller has complied with all apphcable laws, ordmances, regulations, statutes, rules and reslnctions relating to the Property or any pan thereof 4 To the best of the Seller's knowledge, there are no toyac or hazardous wastes or materials on or within the Property Such tomc or b~=~rdous wastes or materials include, but are not hrmted to, hazardous materials or wastes as same are defined by the Resource Conservation and Recovery Act (RCRA), as amended, and the Comprehenmve Environmental Response Compensation and Liability Act (CERCLA), as amended 5. Seller hereby grants the C~ty of Denton and or ~ts damgnee formal p=timsmon to enter Seller's pwperty m order to perform such field surveying activltms to establ~h boundanes and monuments necessary to cons-inmate the above-mentioned real property purchase transaction CLOSING The closmg shall be held at the office of F~rst Amencan Title Company, 1100 Dallas Drive, State 112, Denton, Texas on or before December 31, 1999 (wluch date ~s herein referred to as the "closing date") Page 3 of 8 CLOSING REQUIREMENTS 1 Seller's Reamrements. At the closing Seller shall A Deliver to Purchaser a duly executed and acknowledged General Warranty Deed conv~mg good and marketable title m fee simple to all of the Propen'y, free and clear of any and all liens, encumbrances, coedit~ons, assessments, and restnctious, except for the following 1 General real estate taxes for the year of closmg and subsequent years not yet due and payable, and 2 Any excepaons approved by Purchaser pursuant to p~h~ser's Obh~zations hereof, and 3 Any excep~ons approved by Purchaser m writing B Deliver to Purchaser a Texas owner's Policy of Title Insurance at Seller's sole expense, issued by Fn'st American Title Company, Denton, Texas, (tho "Title Company"), m Purchaser's favor m the full amount of the purchase price, insuring Purchaser's fee snnple t~fle to the Property mb~ect only to those title exceptions listed m Closmu Retmlreme~s hereof, such other exceptions as may be approved m writing by Purchaser, end the standard printed exceptions oontanmt m the usual form of Texas Ownar's Policy of Title Insurance, prowded, however 1 The boundary and survey exceptions shall be del~,d if reqmred by Purchaser, and if so required, the costs associated with same shall bo borne by Seller; 2 The excapt~on as to restrictive covenants shall be endorsed "None of Record", 3 The exception as to liens encumbering the Property shall bo endorsed "None of Record" other than those set forth m "Purch~er's Obhlzations" 4 The exception for taxes shall be limited to the year of clo~mg and shall be endorsed "not yet due and payable' Page 4 et 8 C Deliver to Purchaser possession of the Property on the day of Possession (12 01 A M, March 31, 2000) 2 Purchaser's Reaulrements. Purchaser shall pay the conslderat~on as referenced an the "Purchase Pnce" section ofth~s contract at Closing ~n immediately available funds 3 Closing, Costs. Seller shall pay all taxes assessed by any tax jurisdiction through the date of the Closing All other costs and expenses of closing in consummating the sale and purchase of the Property not specffically allocated hereto shall be paid by Purchaser REAL ESTATE COMMISSION Any real estate comm~smons occasioned by the consummation of th~s Agreement shall be the sole respons~blhty of Seller, to the extent Seller has agreed to pay any such real estate commission in writing, and Seller agrees to lndemmfy and hold Purchaser harmless from any and all chums for any such commissions BREACH BY SELLER In the event Seller shall fad to fully and t~mely perform any of its obligations hereunder or shall fail to consummate the sale of the Property except Purchaser's default, Purchaser as its sole and exclusive remedy may either enforce specific performance of this Agreement or terminate th~s Agreement by written notme dehvered to Seller BREACH BY PURCHASER In the event Purchaser should fad to consummate the purchase of the Property, the condmons to Purchaser's obllgattons set forth ~n PURCHASER'S OBLIGATIONS having been satisfied and Purchaser being m default, Seller as its sole and exclusive remedy may enforce specffic performance of this Agreement, or terminate th~s Agreement by written notme delivered to Purchaser MISCELLANEOUS PROVISIONS 1 Ass~,nment of A~reement Thts Agreement may not be assigned by Purchaser without the express written consent of Seller 2 1v 1 of Co s Any of the representations, warranties, covenants, and agreements of the part, es, as well as any nghts and benefits of the part,es, pertaining to a period of t~me following the closing of the transactions contemplated hereby shall survive the closing and shall not be merged there~n Page 5 of 8 Notice Any not~ce requav, d or peruntted to be delivered hereunder shall be deemed received when sent by Umted SUtes mall, postage prepmd, certified mall, return reee~pt requested, addressed to Seller or Purchaser, as the case may be, at the address set forth beneath the signature of the party Texas Law to Annlv Thru Agreement shall be construed under and m accordance with the laws of the State of Texas, and all obhgations of the parties created hereunder m performable m Denton County, Texas Parties Bound. Tlus Agr~ment shall be binding upon and mute to the benefit of the parties and their respective legal representatives, successors and assigns where l~rmitted by thls Agreement Lelzal Construction. In ce~ any one or more of the provisions contained m t[us Agreement shall for any reason be held to be mvahd, illegal, or unenforceable m any rogpect, said mvahchty, illegality, or unenforceab~hty shall not affect any other prowsion hereof, and tlus Agreement shall be construed as if the mvahd, Illegal, or unenforceable provision had never been contained herem Prior Am'eements Suners~ded. Tlus Agreement constitutes the sole and only agreement of the pamas and supersedes any prior understandings or written or oral agreement~ between the pamas raspectmg the within subject matter Tune of Essence. Tune is of the essence m th~s Agreement Gender Words of any gender used m tins Agreement shall be held and construed to include any other gender, and words m the singular number shall be held to include the plural, and v~ce versa, unless the context reqmres otherwise Comnllance In accordance with the reqmrements of the Texas Real Estate License Act, Purchaser is hereby advised that it should be furmsbed with or obtain a pohcy of title msursnce or Purchaser should have the abstract covering the Property exam~rled by an attorney of Pul'chaeer's own selection Tune L~m~t. In the event a fully executed copy of ltus Agreement has not been returned to Purchaser within ten (10) days after Purchaser executes tlus Agreement and dehvers same to Seller, Purchaser shall have the right to te~s~imate this Agreement upon written notice to Seller Page 6 of 8 PURCHASER C:ty Manger 215 E ~4cKmney Denton, T~x~ 76201 AT.ST ~ER W~, CITY 8EC~T~Y APPROVED AS TO LEGAL FORM HERBERT~..~~ORN~Y PROUTY, BY SELLER SELLER ~alv~n Wayfi~ V~o-~aver Calvin Woolaver ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF DENTON § Tlus instrument was acknowledged befor~me on~'~v/' / c~ ,1999 ]{~('~ 1'1 NOTARY PUBLIC [~ My ComIlllSSlOn Expires ~ My 00mm Exp 0§ ~ ~003 [~ Page 7 of 8 ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF DENTON § Tlusmsm~mentwa~acknowiodgedbeforemoon ~'~o~,J~ ~ ,1999 by Calvin Woolaver ~ ~'~"~'~'~! Notary Pubhc, m and for the State of Texas , ~ KAREN W~ITI QQK My Commission Expures My Ponlm r×ll ? ? 1 2001 Page 8 of 8