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L.B.G. Hall Survey, Abstract No. 686, Bicentennial Park, 2005 - Contract of Sale ~~~v~ tV CONTRACT OF SALE STATE OF TEXAS 9 9 COUNTY OF TARRANT 9 THIS CONTRACT OF SALE is made by and between W. Ralph and Linda S. Evans of Southlake, Texas, (referred to in this Contract as "Seller") and the City of Southlake, a home rule municipal corporation in Tarrant County, Texas, (referred to in this Contract as "Purchaser"). ARTICLE I PURCHASE AND SALE By this Contract, Seller sells and agrees to convey, and Purchaser purchases and agrees to pay for, certain property situated in Tarrant County, Texas, being more particularly described as 315 and 379 Shady Oaks Drive, Southlake, Texas 76092 and being approximately 6.849 acres, situated in the L. Hall Survey, Abstract No. 686, Tarrant County, Texas, as described in Exhibit "An attached hereto, together with all and singular the rights and appurtenances pertaining to the Property, including any right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way (all of such real property, rights, and appurtenances being referred to in this Contact as the "Property"), together with any improvements and fixtures, situated on and attached to the Property, for the consideration and upon and subject to the terms, provisions, and conditions set forth below. ARTICLE II PURCHASE PRICE The purchase price for the Property shall be Seven Hundred Eighty Nine Thousand Seven Hundred Dollars ($789,700), to be paid by Buyer at closing. ARTICLE III EARNEST MONEY $2,000 has been tendered by Purchaser to the Seller with this Contract. Purchaser shall deliver this amount (the Escrow Deposit) to Hexter Fair Title Company, 601 East Southlake Blvd. Suite 500, Southlake, Texas 76092.. The Escrow Deposit shall be credited towards the cash portion of the sales price at Closing; provided, however, that in the event the Purchaser shall have given written notice to the title company that one or more of the conditions to its obligations set forth in Article VI have not been met, or, in the opinion of Purchaser, cannot be satisfied, in the manner and as provided for in Article IV, then the escrow agent shall return the Escrow Deposit to Purchaser. Evans Contract.081204.doc Page 1 ARTICLE IV PURCHASER'S RIGHTS AND OBLIGATIONS 4.01 Preliminary Title Report. Within 30 days after the date hereof, Purchaser, at Purchaser's sole cost and expense, shall have a title company issue a preliminary title report (the "Title Report") 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 twenty (20) days after Purchaser receives the Title Report that the condition of title as set forth in the title binder is or is not satisfactory, and in the event Purchaser states that any conditions are not satisfactory, Seller shall promptly undertake to eliminate or modify all unacceptable matters to the reasonable satisfaction of Purchaser. In the event Seller chooses not or is unable to do so within twenty (20) days after receipt of written notice, this Contract shall thereupon be null and void for all purposes. If written notice is not received by Seller within the 20 day period, all conditions shall be deemed to be acceptable and any objection thereto shall be deemed to have been waived for all purposes. 4.02 Survey. Within 30 days after the date of execution, Purchaser, at Purchaser's sole cost and expense, may cause to be prepared a current plat or survey of the Property, prepared by a duly licensed Texas land surveyor acceptable to Purchaser. The survey shall be staked on the ground, and the plat shall show the location of all improvements, streets, roads, 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 with a metes and bounds description thereof. Purchaser will have twenty (20) days after receipt of the survey to review and approve same. In the event any portion of the survey is unacceptable to Purchaser, then Purchaser shall within the twenty (20) day period, give Seller written notice of this fact. Seller shall, at Seller's option, promptly undertake to eliminate or modify all the unacceptable portions of the survey to the reasonable satisfaction of Purchaser. In the event Seller chooses not or is unable to do so within fifteen (15) days after receipt of written notice, Purchaser may terminate this Contract, and the Contract shall thereupon be null and void for all purposes. Purchaser's failure to give Seller this written notice shall be deemed to be Purchaser's acceptance of the survey. 4.03 New Surveys and Tests. Within ten (10) days after the date of execution, Seller shall provide to Purchaser a copy of any environmental site assessment that Seller has caused to be prepared for the Property, or that Seller has received. Within thirty (30) days after the date of execution, Purchaser is granted the right to conduct an environmental and engineering survey and feasibility study of the Property at Purchaser's sole cost and expense, and in this connection Purchaser or Purchaser's designated agents may enter upon the Property for purposes of soil analysis, core drilling, or other tests which may be deemed necessary to Purchaser or Purchaser's engineer. If Purchaser determines, in Purchaser's sole judgment, that the Property is not suitable for the intended purposes, then and in this event, Purchaser may, on written notice to Seller received 45 days from the date of execution, terminate this Contract and Evans Contract.081204.doc Page 2 it shall be null and void for all purposes. If the written notice is not received within this 30 day period, the condition shall be deemed to be acceptable and any objection thereto shall be deemed to have been waived for all purposes. ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Purchaser as follows, which representations and warranties shall be deemed made by Seller to Purchaser also as of the Closing Date: (1) Seller is the sole owner of the Property and has the right and ability to convey good and marketable title in fee simple to the Property to Purchaser without the approval or participation of any other person and free and clear of any and all liens, encumbrances, conditions, assessments and restrictions. (2) During Seller's ownership of the Property (1) no excavation of the Property occurred, (2) no landfill was deposited on or taken from the Property, (3) no construction debris or other debris (including, without limitation, rocks, stumps, and concrete) was buried upon the Property, and (4) no toxic waste or "hazardous substances" as that term is defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1988, or petroleum products and derivatives thereof, were deposited on the Property. Seller further represents and warrants that, to the best of their knowledge, none of the foregoing occurred on the Property prior to Seller's ownership of the Property. (3) That there are no estate brokers', agents' orfinders' fees or commissions due arising in connection with the execution of this Contract or from the consummation of the sale contemplated herein. (4) Seller represents now and at Closing that no person, firm, or corporation has any title, interest or right to possession in the Property or any portion thereof as a lessee, tenant, or concessionaire of Seller, except Lonna Rodgers. ARTICLE VI CLOSING 6.01 Closing Date. The closing shall be held on October 15, 2004, at 2:00 p.m., or at such other time and place as Seller and Purchaser may agree upon (which date is herein referred to as the "Closing Date"). 6.02 Conditions at Closing. The closing and Purchaser's obligations under this Agreement to purchase the Property are expressly conditioned on: (1) Seller's delivery to Purchaser a duly executed and acknowledged General Warranty Deed conveying good and marketable title in fee simple to all of the Property, free and clear of any and all liens, encumbrances, conditions, assessments, and restrictions other than as provided in this Contract. Evans Contract.081204.doc Page 3 (2) Delivery to Purchaser, at Purchaser's sole expense, a Texas Owner's Title Policy, issued by Hexter Fair Title Company, Southlake, Tarrant County, Texas in the full amount of the purchase price, insuring Purchaser's fee simple title to the Property, subject only to those title exceptions listed in this Article VI, if any, 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 Title Policy, provided, however: (a) (b) of Record"; and The boundary and survey exceptions shall be deleted; The exception as to restrictive covenants shall be endorsed "None (c) The exception as to the lien for taxes shall be limited to the year of closing and shall be endorsed "Not Yet Due and Payable." (3) Seller's and Lonna Rodgers' execution of the Lease attached hereto as Exhibit "8" (the "Lease"). (4) Seller's execution of such documents and instruments reasonably requested by the title company to consummate the transactions contemplated herein. (5) Delivery to Purchaser possession of the Property subject to the Lease. (6) Seller's payment of all commissions due and arising in connection with the execution of this Contract or from the consummation of the sale of the Property. At the Closing, Purchaser shall pay Seller Seven Hundred Eighty Nine Thousand Seven Hundred Dollars ($789,700). 6.03 Failure of Conditions. Should any of the conditions specified in Paragraph 6.02 of this Contract fail to occur within .1.IL days after the establishment of Closing as provided in Paragraph 6.01 of this Contract, Purchaser shall have the power, exercisable by written notice to Seller, to cancel the closing, terminate this Contract, and recover any amounts paid by Purchaser to Seller on account of the purchase price of the Property. The exercise of this power by Purchaser shall not, however, constitute a waiver of any other rights Purchaser may have against Seller for breach of this Agreement. Hexter Fair Title Company(Escrow Agent) shall be and is hereby irrevocably instructed by Seller on any such failure of condition and receipt of such notice from Purchaser by it to immediately refund to Purchaser all monies and instruments deposited by Purchaser pursuant to this Contract. 6.04 Prorations. Any assessments against the Property as of the Closing Date shall be paid by Seller on or before the closing. General real estate taxes for the then current year relating to the Property, interest on any existing indebtedness, and rents if any, shall be prorated as of the closing date and shall be adjusted in cash at the closing. In the event there exists any roll back or other deferred taxes which are retroactive to the period of Seller's ownership of the Property or any time prior thereto pursuant to a Evans Contract.081204.doc Page 4 change in zoning, use, ownership or otherwise, such retroactive taxes shall remain the obligation of Seller. This provision shall survive the closing. 6.05 Closing Costs. All costs and expenses of closing in consummating the sale and purchase of the Property shall be borne and paid as follows: Owner's Title Policy paid by Purchase Survey paid by Purchaser Environmental and Engineering Survey paid by Purchaser Inspection Reports paid by Purchaser Filing fees paid by Purchaser Attorney's fees for the services of the City Attorney paid by the City ARTICLE VII REAL ESTATE COMMISSIONS Seller shall pay, at Seller's sole cost and expense, any commiSSions or brokerage fees associated with this Contract. Seller agrees to indemnify and hold the City harmless from claims made by any person for any such fees, commission or like compensation claiming to have dealt with the Seller. ARTICLE VIII BREACH BY SELLER In the event Seller shall fail to fully and timely perform any of its obligations hereunder or shall fail to consummate the sale of the Property for any reason, except because of Purchaser's termination of this Contract or because of Purchaser's default, Purchaser may either terminate the Contract, enforce specific performance of this Contract, or seek other remedies available at law, in equity, or by statute. Seller's failure to satisfy Purchaser's objections under Article VI shall constitute a default by Seller. ARTICLE IX BREACH BY PURCHASER If Purchaser shall fail to consummate this Contract for any reason, except Seller's default or the termination of this Contract pursuant to a right to terminate given herein, Purchaser shall be in default and Seller may at its sole and exclusive remedy have the Escrow Deposit paid to Seller as liquidated damages for the breach of Contract thereby releasing Purchaser from this Contract. ARTICLE X MISCELLANEOUS 10.01 Effective Date. The effective date of this Contract will be the date the last party executes the contract. Evans Contract.081204.doc Page 5 10.02 Survival of Covenants. Any of the representations, warranties, covenants, and contracts of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the closing date of the transactions contemplated hereby shall survive the closing. 10.03 Notices. Any notice required or permitted to be delivered hereunder shall be deemed received when sent by certified United States mail, postage prepaid, return receipt requested, addressed to Seller or Purchaser, as the case may be, at the address set forth below the signature of the party hereunder. 10.04 Texas Law to Apply. This Contract shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Tarrant County, Texas. 10.05 Parties Bound. This Contract shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by this Contract. 10.06 Legal Construction. In case anyone or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, this invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Contract shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein. 10.07 Prior Contracts Superseded. This Contract constitutes the sole and only contract of the parties and supersedes any prior understandings or written or oral contracts between the parties respecting the Property or the subject matter of this Contract. This Contract is valid only when approved by the Southlake Parks Development Corporation (SPDC) and the City Council of the City of Southlake. SPDC Approval Date: August 17, 2004 City Council Approval Date: September 7, 2004 10.08 Gender. Words of any gender used in this Contract 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. 10.09 Time. In this Contract, time is of the essence and compliance with the times for performance is required. 10.10 Attorney's Fees. The prevailing party in any legal proceeding brought under or with respect to the transaction described in this Contract is entitled to recover from the non-prevailing party all costs of such proceeding and reasonable attorney's fees. Evans Contract.081204.doc Page 6 ; -:ffu / EXECUTED this 3D-day of -:J....f!-j?/ C/t'1/3~/E- """11'",, """ 1\-\lAJc III", ..,...... o~.........f; ;"" .: co ... e. ~ ~ :o~.. ~ ...'-J.~ E ; ,.".S :>: :cnE :~\ ; = ~ (,) .. ."; -:0" ..... ..... ,$ , .... ... """1 *ic.1f..""", """.tI"" Evans Contract.081204.doc ,2004. SELLER: W.~h~ ~~ 1 ~~ Linda S. Evans ADDRESS: 315 Shady Oaks Drive Southlake, Texas 76092 PURCHASER: CITY OF SOUTHLAKE, TEXAS /~ '- ~ By: Andy Wambsganss, Mayor ADDRESS: 1400 Main Street Southlake, Texas 76092 Page 7 ACKNOWLEDGM ENT STATE OF TEXAS ~ ~ ~ COUNTY OF TARRANT D,I, 11C$f~ t.f(~g~j~ ~.f,,_ __ Before me, the undersigned authority in and for said County, Texas, on this day personally appeared IN. Ralph Evans, known to me (or proved to me on the oath of or through .)5/0/ /11 bL.- (description of identity card or other document) to be the person whose name is subscrib~d to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. ?IJ fit day of [)~~ ~~~ Notary Public in and for . The State of T~xas ck' ..-I- ~D. E. ~llrOm _ _ _ _ _ _ _ _ _ _ _ __ _ ___ ___ ___ _______ __ _____ _ _ _ ____ __ _ __ _ ____ __!.>P~_c!._~C ?~~f2~~~_ ~ame of Not ACKNOWLEDGMENT u...... D_E. EKSTROM - - - '\ MY COMMISSION EXPIRES / NOVEMBER 4, Z005 ("" G1V7te UND3/ MY v ~fl',,^, D, HAND AND SEAL OF OFFICE, this the ,2004. My Commission Expires: L/ IjGlt~-l'\th<< tl.Oo.:;' STATE OF TEXAS COUNTY OF TARRANT ~ ~ ~ Before me, the undersigned authority in and for said County, Texas, on this day personally apR.eared . da S. Evans, known to me (or proved to me on the oath of or through \5 l.- (description of identity card or other document) to be the person whose name is subscri d to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. ,r GIy!=N HJNDER MY HAND AND SEAL OF OFFICE, this the U "<-f ]:g- Yl'\.U~""'- , 2004. My Commission Expires: 4 }Jot ~.)'!t\ 6 (..{" ;;'Oo.s.--- ________________________________________________________~_>P~_c!._~r?~if2t~~_~a_m_~_o~_~~t~~_________________________ ACKNOWLEDGMENT STATE OF TEXAS ~ ~ COUNTY OF TARRANT ~ Before me, the undersi ned authority in and for said County, Texas, on this day personally appeared Andy Wambsganss, known to me r proved to me on the oath of or through (description of identity card or other document) to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he is the Mayor of the City of Southlake, Texas and is duly authorized to execute this Contract for the purposes and consideration therein expressed. II GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the ~)) ,2004. My Commission Expires: lJuo~ Notary Public in and for The State of Texas T~ ~ &/T:k5 Typed or Printed Name of Notary /()',>?-()/Q Evans Contract.081204.doc 6th day of \\\\ \ \\III" I1I1I1 \\\\ II. BRa 11/1 ,\\ \lo- 1"" 0 /1/ "<l ............. 'J!-: 'l. ~ , ';'Q."~' 'I.n'l. ~'A...~...~...., ".y- ~ ~ ':'OJ{t\. ~ ~ l~ .... -; :: : . :; = : 10: = ~ ~ ~ 'lIf l* ~ -;*'.., A~:;:: -:;. ... ,.~Oe"\.... /r_ i: ~ . c.;.-- .~~ ~Q...~..............~ ~ ~ '. ~.{~~:; n~ ;:;:; '. ~~710...........Q. ...~" //1. . 8Wo\ \~ 'III, "6\\\" lilli, I LEASE BETWEEN CITY OF SOUTH LAKE AND w. RALPH EVANS, LINDA S. EVANS AND LONNA RODGERS I. Terms and Definitions Date: ~ --') () -0 r Landlord: City of South lake Landlord's Address: 1400 Main Street South lake, Texas 76092 Tenant: W. Ralph Evans and Linda S. Evans and Lonna Rodgers Tenant's Address: 315 Shady Oaks Drive South lake, Texas 76092 Premises: Approximately 6.849 acres located in Southlake, Tarrant County, Texas as described on the attached Exhibit "A" Rent: This lease represents part of the consideration for the purchase of the Premises by the Landlord; therefore, no additional monetary payment is required Term (months): Approximately Twenty-four months from the Commencement Date, i.e. the term shall end the last day of the twenty-fourth month following the Commencement Date. Commencement Date: Date of Closing of the Contract for Sale of the Premises to the City Termination Date: Midnight on the last day of the 24th month following the Commencement Date, or, at Tenant's option, upon 90 days' notice. (For example, if the Commencement Date is October 21,2004, the term would expire at midnight, October 31, 2006.) Use: For residential purposes only II. Lease Clauses and Covenants 1. Tenant Agrees to - a. Accept the premises in their present condition "as is", the premises being currently suitable for Tenant's intended use. b. Obey all laws, ordinances, orders, and rules and regulations applicable to the use, condition, and occupancy of the premises. c. Allow Landlord to enter the premises, with reasonable notice. d. Repair and maintain the premises. This shall include mowing and maintaining the premises and fences, appliances and fixtures in a good and safe condition. e. Repair any damage to the premises caused by Tenant. f. Maintain insurance on Tenant's personal property and on the structure located at 379 Shady Oaks. g. Deliver certificates of insurance to Landlord before the Commencement Date and thereafter when requested. h. INDEMNIFY, DEFEND, AND HOLD LANDLORD HARMLESS FROM ANY LIABILITY LOSS, ATTORNEY'S FEES, EXPENSES, OR CLAIMS ARISING OUT OF USE OF THE PREMISES, WHETHER OR NOT THE CLAIM ARISES OUT OF LANDLORD'S NEGLIGENT ACT OR OMISSION. I. Vacate the premises on termination of this lease. j. Use the premises solely for Tenant's residence and to graze no more than 10 cattle. k. Allow the Landlord, subject to space availability, to use the out buildings for storage. 2. Tenant agrees not to - a. Use the premises for any purpose other than that stated in the basic lease terms and definitions. b. Use the premises for any business purpose. c. (i) Create a nuisance, (ii) permit any waste, or (iii) use the premises in any way that is extra hazardous, would increase insurance premiums, or would void insurance on the premises. d. Alter the premises. e. Assign this lease or sublease any portion of the premises without Landlord's written consent. 3. Landlord and Tenant agree to the following: a. Alterations. Any physical additions or improvements to the premises made by Tenant will become the property of Landlord. b. Default. Tenant shall be in default by failing to comply within ten days after written notice with any provision of this lease. c. Landlord's Remedies. Landlord's remedies for Tenant's default are to (i) enter and take the premises on behalf of Tenant; (ii) terminate this lease by written notice and sue for damages. Landlord may enter and take possession of the premises by self-help, by picking or changing locks if necessary, and may lock out Tenant or any other person who may be occupying the premises without being liable for damages. d. DefaultlWaiver/Mitigation. It is not a waiver of default if the non- defaulting party fails to declare immediately a default or delays in taking any action. Pursuit of any remedies set forth in this lease does not preclude pursuit of other remedies in this lease or provided by law. e. Holdover. If Tenant does not vacate the premises following termination of this lease, and Tenant is in the process of relocating and purchasing property, Tenant shall by written notice be entitled to extend the lease for an additional 90 days following the end of the term. If Tenant does not vacate the premises on or before the 90th day following the end of the term, Tenant shall be a tenant at will and shall vacate the premises on receipt of notice from Landlord. f. Notices. Any notice required by this lease shall be deemed to be delivered (whether or not actually received) when deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to Landlord or Tenant at their addresses. g. Abandoned Property. Subject to subsection h. below, Landlord may retain, destroy, or dispose of any property left on the premises at the end of the term. . h. Option to Remove House and/or Tree. Within 60 days after the expiration of the term of this Lease, or during the term of this Lease upon 30 days' notice to Landlord, Tenant may remove: 1. the magnolia tree along with shrubs, flowers and small trees (trees less than four inches in caliper), including, but not limited to Crape Myrtles, rose bushes, annual and perennial flowers planted on the Premises at both 315 and 379 Shady Oaks Drive; and/or 2. the house at the physical street address of 379 Shady Oaks Drive from the Premises to such location as Tenant desires. : I. Construction. This lease shall not be construed against the drafting party. landlord: Mayor, City of South lake Tenant: ~~ W. Ralph Evans LAJ~ ~ Linda Evans ,i <;-) g 'i:~;;~~~er~'l~ EXHIBIT "A" ADDENDUM A LEASE BETWEEN CITY OF SOUTHLAKE AND W. RALPH EVANS, LINDA S. EVANS, AND LONNA RODGERS (1) Term: Addendum A to the lease agreement between the City of Southlake and W. Ralph Evans, Linda Evans, and Lonna Rodgers for property located at 315 and 379 Shady Oaks Lane shall extend the lease for a period of an additional sixty (60) days to expire on June 30, 2007. (2) Amendments. This Contract may not be amended or supplemented unless such amendment or supplementation is approved in writing and signed by the City Manager or designee. IN WITNESS WHEREOF, the parties hereby have executed this Addendum III triplicate originals to be effective on the Effective Date. TENANT: CITY OF SOUTHLAKE: BY:~~-- W. Ralph Eva BY~ ~~ Linda Evans ~~ City Manager Date: e f i%'-o 7- y~ By~ _ Lonna Rodgers ATTEST: ,\",'UUI"i~,;j' .."" SOU,1t '"'''' ..' o~ "....e.. ~"-:. ~.. .. ~ ~ ~ ..- ... ~ ~ .. J-... . ... ~ go: \--\: 0:rt/~afl./\ \. ijl t I ":" ...........0 ,,~ " .. .. " Tlt-'_ ,..' ",,"'- ", II,u..Il""