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1999-212AN ORDINANCE APPROVING A REAL ESTATE CONTRACT BETWEEN THE CITY OF DENTON AND THE SALVATION ARMY, A GEORGIA CORPORATION, RELATING TO THE PURCHASE OF 0 002 ACRES OF LAND FOR THE EXPANSION OF U S HIGHWAY 77 (PARCEL 41), AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS SECTION I That the City Manager is hereby authorized to execute a Real Estate Contract between the City and The Salvation Army, A Georgia Corporation, in substantially the form of the Real Estate Contract wluch is attached to and made a part of this ordinance for all purposes, for the purchase of 0 002 acres of land for the expansion ofU S Highway 77 (Parcel 41) SECTION II That the City Manager is authorized to make the expenditures as set forth in the attached Real Estate Contract SECTION III That this ordinance shall become effective immediately upon its passage and approval ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY REAL ESTATE CONTRACT STATE OF TEXAS COUNTY OF DENTON THI~~T OF SALE is made by and between the SALVATION ARMY (~lnafter referred to as "Seller") and CITY OF DENTON, TEXAS, a home rule munlclpal~ty, of Denton, Denton County, Texas, {hereinafter referred to as "Purchaser"), upon the terms and conditions set forth herein 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 parcel of land described in Exhibit "A" attached with all r~ghts and appurtenances pertaining to the said property, · ncludlng any right, t~tle and ~nterest of Seller in and to adjacent streets, alleys or rights-of-way (all of such real prop- erty, rights, and appurtenances being hereinafter referred to as the "Property"), together with any ~mprovements, f~xtures, and personal property situated on and attached to the Property, for the consideration and upon and subject to the terms, provisions, and conditions hereinafter set forth Seller shall pay all cost for the removal, lnstallat~on, construction, re~nstallatlon, reconstruction, labor and materials for any and/or ~mprovements located w~thln the property described ~n Exhibit "A" Any ~mprovements not removed by JUNE 1, 1999 shall become property of the C~ty of Denton, Texas PURCHASE PRICE 1 Amount of Purchase Price The purchase price for the Property shall be the sum of $250 00 2 pa_vment of Purchase Price The full amount of the Purchase Price shall be payable in cash at the closing PURCHASER'S OBLIGATIONS The obligations of Purchaser hereunder to consummate the transactions contemplated hereby are subject to the satisfaction of each of the following conditions any of which may be waived ~n whole or in part by Purchaser at or prior to the closing 1 p~zmznarv Title Report Within twenty (20) days after the date hereof, Seller, at Seller's sole cost and expense, shall have caused the Title Company (hereinafter defined) to issue a owners policy commitment (the "Commitment") accompanied by copies of all recorded documents relating to easements, rights-of-way, etc , affecting the Property Purchaser shall give Seller written notice on or before the expiration of ten (10) days after Purchaser receives the Commitment that the condition of t~tle as set forth in the Commitment ~s or is not satisfactory In the event Purchaser states the condition of title is not satisfactory, Seller shall, at Seller's option, promptly undertake to eliminate or modify all unacceptable matters to the reasonable satisfaction of Purchaser In the event Seller is unable to do so within ten (10) days after receipt of written notice, this Agreement shall thereupon be null and void for all purposes, otherwise, this condition shall be deemed to be acceptable and 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 licensed Texas land surveyor acceptable to Purchaser The survey shall be staked on the ground, and shall show the location of all improvements, highways, streets, roads, railroads, rivers, creeks, or other water courses, fences, easements, and rights-of- way on or adjacent to the Property, if any, and shall contain the surveyor's certification that there are no encroachments on the Property and shall set forth the number of total acres comprising the Property, together w~th a metes and bounds description thereof Purchaser will have ten (10) days after receipt of the survey to review and approve the survey In the event the survey is unacceptable, then Purchaser shall within the ten (10) day period, give Seller written notice of this fact Seller shall, at Seller's option, promptly undertake to eliminate or modify the unacceptable portions of the survey to the reasonable satisfaction of Purchaser In the event Seller ~s unable to do so within ten (10) days after receipt of written notice, Purchaser may terminate this Agreement, and the Agreement shall thereupon be null and void for all purposes and the Escrow Deposit shall be returned by the Title Company to Purchaser Purchaser's failure to give Seller this written notice shall be deemed to be Purchaser's acceptance of the survey AEE008FE PAGE 2 3 ~eller's ComDlaance Seller shall have performed, ob- served, and complied w~th all of the covenants, agreements, and condat~ons required by th~s Agreement to be performed, observed, and complied wath by Seller praor to or as of the closang REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Purchaser as follows, which representataons and warrantles shall be deemed made by Seller to Purchaser also as of the closang date 1 There are no parties in possessaon of any portaon of the Property as lessees, tenants at sufferance, trespassers or other part~es 2 Except for the prior actions of Purchaser, there as no pendang or threatened condemnataon or samalar proceeding or assessment or suat, affecting tmtle to the Property, or any part thereof, nor to the best knowledge and belief of Seller is any such proceeding or assessment contemplated by any governmental authority 3 Seller has complied with all applicable laws, ordinances, regulations, statutes, rules and restractaons relatang to the Property, or any part thereof 4 To the best of the seller's knowledge, there are no toxic or hazardous wastes or materials on or within the Property Such toxac or hazardous wastes or materaals include, but are not llmated to, hazardous materials or wastes as same are defaned by the Resource Conservataon and Recovery Act (RCRA), as amended, and the Comprehensive Envaronmental Response Compensation and Laabality Act (CERCLA), as amended CLOSING The closing shall be held at the offace of Dentex Tatle Company on or before June 30,1999, or at such title company, tame, date, and place as Seller and Purchaser may mutually agree upon (which date is herein referred to as the "closang date") AEE008FE PAGE 3 CLOSING REQUIREMENTS 1 Seller's Requirements At the closing Seller shall A Deliver to State of Texas, acting by and through the Texas Transportation Commission a duly executed and acknowledged Deed in the form as attached hereto as Exhibit ~B" conveying good and marketable title to all of the Property, free and clear of any and all l~ens, encumbrances, conditions, easements, assessments, and restrictions, except for the following 1 General real estate taxes for the year of closing and subsequent years not yet due and payable, 2 Any exceptions approved by Purchaser pursuant to Purchaser's Obllaatlons here- of, and 3 Any exceptions approved by Purchaser in writing B Deliver to Purchaser a Texas Owner's Policy of T~tle Insurance at Purchaser's sole expense, issued by Dentex T~tle Company, Denton, Texas, (the "Title Company"), or such t~tle company as Seller and Purchaser may mutually agree upon, in Purchaser's favor in the full amount of the purchase price, insuring fee simple t~tle for the State of Texas to the Property subject only to those title exceptions listed in ~loslna Requirements hereof, such other exceptions as may be approved in writing by Purchaser, and the standard printed exceptions contained in the usual form of Texas Owner's Policy of Title Insurance, provided, however 1 The boundary and survey exceptions shall be deleted if required by Purchaser and ~f so required, the costs associated with same shall be borne by Purchaser, 2 The exception as to restrictive cove- nants shall be endorsed "None of Record", AEE008FE PAGE 4 3 The exception for taxes shall be limited to the year of closing and shall be endorsed "Not Yet Due and Payable", and 4 The exception as to liens encumbering the Property shall be endorsed "None of Record" C Deliver to Purchaser possession of the Property on the day of closing 2 Purchaser's Requirements Purchaser shall pay the consideration as referenced in the "Purchase Price" section of this contract at Closing in immediately available funds 3 ~ Seller shall pay all taxes assessed by any tax collection authority through the date of Closing All other costs and expenses of closing in consummating the sale and purchase of the Property not specifically allocated herein shall be paid by Purchaser REAL ESTATE COMMISSION All obligations of the Seller and Purchaser for payment of brokers' fees are contained in separate written agreements BREACH BY SELLER In the event Seller shall fall to fully and timely perform any of its obligations hereunder or shall fall to consummate the sale of the Property except Purchaser's default, Purchaser may either enforce specific performance of this Agreement or terminate this Agreement by written notice delivered to seller BREACH BY PURCHASER In the event Purchaser should fall to consummate the purchase of the Property, the conditions to Purchaser's obligations set forth in PURCHASER'S OBLIGATIONS having been satisfied and Purchaser being in default Seller may either enforce specific performance of this Agreement, or terminate this Agreement by written notice delivered to purchaser AEE008FE PAGE 5 MISCELLANEOUS 1 ~gslanment of AGreement This Agreement may be assigned by Purchaser without the express written consent of Seller 2 S~rvlval of Covenants Any of the representations, war- rant~es, covenants, and agreements of the part~es, as well as any r~ghts and benefits of the parties, pertaln~ng to a per~od of time following the closing of the transactions contemplated hereby shall survive the closing and shall not be merged therein 3 ~otIce Any notice requmred or permitted to be delivered hereunder shall be deemed received when sent by Un~ted States mall, postage prepaid, certified mall, return receipt requested, addressed to Seller or Purchaser, as the case may be, at the address set forth beneath the s~gnature of the party 4 Texas Law to APPLY This Agreement shall be construed under and ~n accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Denton County, Texas 5 ~ This Agreement shall be binding upon and ~nure to the benefit of the part~es and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by th~s Agreement 6 LeGal Construction In case any one or more of the pro- visions contained ~n th~s Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, said ~n- validity, illegality, or unenforceabil~ty shall not affect any other provision hereof, and this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein 7 Prior AGreements Superseded This Agreement constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the part~es respecting the within subject matter 8 T1 Time ~s of the essence in this Agreement AEE008FE PAGE 6 9 Gender Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise 10 Memorandum of Contract Upon request of either party, both parties shall promptly execute a memorandum of this Agreement suitable for filing of record 11 ~omDllance In accordance with the requirements of the Texas Real Estate License Act, Purchaser is hereby advised that it should be furnished with or obtain a policy of title insurance or Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's own selection 12 T~me Limit In the event a fully executed copy of this Agreement has not been returned to Purchaser within ten (10) days after Purchaser executes this Agreement and delivers same to Sel- ler, Purchaser shall have the right to terminate this Agreement upon written notice to Seller DATED this ~ day of ,~_~ , 1999 SELLER PURCHASER THE SAL~ TION ARM' ~(~R~ ~ THE CITY OF DENTON, TEXAS NAME ~ ON~A (X)O~ %~0~4W~ TITLE CltyManager 215 E McKlnney Denton, Texas 76201 A/CAPTAIN JACK WATKINS AEE008FE PAGE 7 STATE OF TEXAS COUNTY OF DENTON T~S instrument is acknowledged before me, on this /~'~ day of ~, 1999 by Michael W Jez, City Manager, of the City o~ Denton, a municipal corporation, kno~ to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said C~ty of Denton, Texas, a municipal corporation, that he was duly authorized to perfo~ the same by approprlate ordinance of the City Council of the C~ty of Denton and t~t he executed the same as the act of the said C~ty for pu~ses and consideration therein expressed, and in the capacity rein ated I ~,~,, ANNFORSYTHE ~ Nota~ Public in ~d for ~,~'~'~ Nota~Publio,$ateofTexas ~ the State of Texas ~ ~)~/~., 3 My Commiielon Expires ~ STATE OF TEXAS COUNTY OF DENTON Thls instrument is acknowl, edged before me, on this ~ day of ~~~,S&-;;~ ~ /Notary PubliCan and for ~.~~~{~ the State of Texas AEE008FE PAGE 8 EXHIBIT "A" County Denton Page 1 of 1 H~ghway U S. 77 Project Limits From I.H. 35 Rev November 3, 1994 To CSJ 0195-02- Account FIELD NOTES FOR PARCEL 41 BEING A PARCEL OF LAND SITUATED IN A CALLED 2 90-ACRE TRACT OF LAND CONVEYED TO BAPTIST MISSIONARY ASSOCIATION OF TEXAS, DEPARTMENT OF MISSIONS, INC, RECORDED IN VOLUME 2542, PAGE 668, DEED RECORDS OF DENTON COUNTY, TEXAS, AND BEING SITUATED IN THE B B 8 & C R R SURVEY, ABSTRACT NO 186, CITY OF DENTON, DENTON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS COMMENCING for reference et s found 1/2-Inch ~ron rod for the southwest corner of said 2 90-acre tract, same being a point on the existing north right of way line of Orr Street and on the ex,sting east ,gh! of way hne of Bolivar Street, THENCE S 86° 28' 17" E, along the south line of said 2 90-acre tract and existing north nght of way line of Orr Street, a d~stance of 300 01 feet to a act S/8-~nch iron rod w~th an aluminum cap, being the POINT OF BEGINNING and being a i}oint on the new waet right of way line of U S 77, (1) THENCE N 42 o 01' 43" E, along the new west nght of way line of U S 77, a distance of 16 24 feet to a ~et 8/8-Inch iron rod with an aluminum cap, being on the eset line of said 2 90-acre tract, on the existing west right of way line of U S 77 and being on a non-tangent circular curve to the nght having a radius of 686 20 feet, (2) THENCE southeasterly, w~th said curve to the right common to said 2 90-acre tract and ex~stmg west right of way line of U S 77, through · delta angle of 01 o 04' 51 ", an arc distance of 12 85 feet, and having a chord which bears S 07° 29' 05" E, a distance of 12 95 feet to a point being the southeast corner of said 2 90-acre tract from which a found 1/2-tach ~ron rod bears $ 47° 55' 21 ' W, a distance of 2 36 feet, and said point being on the existing north right of way line of Orr Street, (3) THENCE N 88~ 28° 17" W, along a hne common to said 2 90-acre tract and ex~etmg north right of way line of said Orr Street, e distance of 12 58 feet to the POINT OF BEGINNING, and coctaimng 0 002 acre, or 80 square feet of land, more or less John F Wilder, R P L S Date Texas No 4285 EXHIBIT "A" County Denton Page 1 of 1 Highway U.S. 77 Project Limits From I.H. 35 Rev November 3, 1994 To U.S. CSJ 0195-0~- Account FIELD NOTES FOR PARCEL 41 BEING A PARCEL OF LAND SITUATED IN A CALLED 2.90-ACRE TRACT OF LAND CONVEYED TO BAPTIST MISSIONARY ASSOCIATION OF TEXAS, DEPARTMENT OF MISSIONS, INC, RECORDED IN VOLUME 2542, PAGE 568, DEED RECORDS OF DENTON COUNTY, TEXAS, AND BEING SITUATED IN THE B B B & C R R SURVEY, ABSTRACT NO 186, CITY OF DENTON, DENTON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS. COMMENCING for reference at a found 1/2-inch iron rod for the southwest corner of sam 2 90-acre tract, same bmng a point on the existing north right of way hne of Orr Street and on the exmtlng east right of way hne of Bolivar Street, THENCE S 86° 28' 17" E, along the south line of said 2.80-acre tract and existing north right of way line of Orr Street, a dmtance of 300 01 feet to a set 5/8-inch iron rod with an aluminum cap, being the POINT OF BEGINNING and being · point on the new west nght of way line of U S 77, (1) THENCE N 42 o 01 ' 43" E, along the new west right of way line of U S 77, a distance of 16 24 feet to e act 5/8-Inch iron rod with an aluminum cap, being on the east I~ne of said 2 90-acre tract, on the existing west right of way line of U S 77 and being on a non-tangent circular curve to the right hawng a radius of 886 20 feet, (2) THENCE southeasterly, w~th said curve to the right common to said 2 90-acre tract and exmtmg west right of way line of U S 77, through a delta angle of 01 o 04' 51 ", an arc distance of 12 95 feet, and having a chord which bears S 07° 29' 05" E, a distance of 12 95 feet to a point being the southeast corner of said 2 90-acre tract from which a found 1/2-inch ~ron rod bears $ 47° 55' 21 ' W, a distance of 2 36 feet, and said 13olnt bmng on the existing north right of way line of Orr Street, (3) THENCE N 86° 28' 17" W, along a line common to said 2 90-acre tract and ex~stmg north right of way line of said Orr Street, a distance of 12 58 feet to the POINT OF BEGINNING, and containing 0 002 acre, or 80 square feet of land, more or less John F Wilder, R P L S .,.... Date Texas No 4285 ~_~