HomeMy WebLinkAbout1998-331P\8fU MDEMLG Wu,8D Joo
ORDINANCE NO
AN ORDINANCE APPROVING A REAL ESTATE CONTRACT BETWEEN THE CITY OF
DENTON AND HILLWOOD INVESTMENT LAND, L P , RELATING TO THE PURCHASE
OF 0 149�ACRES OF LAND FOR THE EXPANSION OF U S HIGHWAY 77 (PARCEL 8B)
AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING AN
EFFECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS
SSACTION I That the City Manager is hereby authorized to execute a Real Estate
Contract between the City and Hillwood Investment Land, L P , in substantially the form of the
Real Estate Contract which is attached to and made a part of this ordinance for all purposes, for
the purchase of 0 149 acres of land for the expansion of U S Highway 77 (Parcel 8B)
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
PASSED AND APPROVED this the �D day ofALr 1998
JACK,MILLER, O.
ATTEST
JENNIFER WALTERS, CITY SECRETARY
BY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
REAL ESTATE CONTRACT
STATE OF TEXAS
COUNTY OF DENTON
THIS CONTRACT OF SALE is made by and between Hillwood
Investment Land, L.P. (hereinafter referred to as "Seller") and
CITY OF DENTON, TEXAS, a home rule municipality, 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 to the State of
Texas, acting by and through the Texas Transportation
Commission, 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 rights and appurtenances
pertaining to the said 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 hereinafter referred to as the "Property"), for the
consideration and upon and subject to the terms, provisions, and
conditions hereinafter set forth, but excluding all the oil,
gas, sulfur and underground water, in, on or under the property.
Seller shall pay all cost for the removal, installation,
construction, reinstallation, reconstruction, labor and
materials for any improvements currently located within the
property described in Exhibit "A". Any improvements not removed
by January 1, 1999 shall become property of the City of Denton,
Texas.
PURCHASE PRICE
1. Amount of Purchase Price. The purchase price for the
Property shall be the sum of $4525.60.
2. Payment 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
in whole or in part by Purchaser at or prior to the closing.
1. Preliminary 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 title as set forth in the Commitment is or is not
satisfactory. In the event Purchaser states the condition of
title is not satisfactory, Seller may, 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 or willing 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 by purchaser 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 with 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
may, 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 is unable or
willing 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. Seller's Compliance. Seller shall have performed, ob-
served, and complied with all of the covenants, agreements, and
conditions required by this Agreement to be performed, observed,
and complied with by Seller prior to or as of the closing.
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. To the current actual knowledge of Seller there are no
parties in possession of any portion of the Property as lessees,
tenants at sufferance, trespassers or other parties.
2. Except for the prior actions of Purchaser, there is no
pending or threatened condemnation or similar proceeding or
assessment or suit, affecting title 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. To the best of the seller's knowledge, there are no
toxic or hazardous wastes or materials on or within the
Property. Such toxic or hazardous wastes or materials include,
but are not limited to, hazardous materials or wastes as same
are defined by the Resource Conservation and Recovery Act
(RCRA), as amended, and the Comprehensive Environmental Response
Compensation and Liability Act (CERCLA), as amended.
CLOSING
The closing shall be held at the office of Dentex Title
Company on or before October 30, 1998, or at such title company,
time, date, and place as Seller and Purchaser may mutually agree
upon (which date is herein referred to as the "closing date").
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
AEE008FE PAGE 3
Exhibit "B" conveying good and indefeasible title in fee
simple to all of the Property, free and clear of any and
all liens, encumbrances, conditions, easements, asses-
sments, 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 or deemed
approved by Purchaser pursuant to
Purchaser's Obligations hereof, and
3. Any exceptions approved by Purchaser
in writing.
B. Deliver to Purchaser a Commitment for a Texas
Owner's Policy of Title Insurance at Purchaser's sole
expense, issued by Dentex Title Company, Denton, Texas,
(the "Title Company"), or such title company as Seller
and Purchaser may mutually agree upon, in Purchaser's
favor in the full amount of the purchase price, insuring
fee simple title for the State of Texas to the Property
sub3ect only to those title exceptions listed in
Seller's 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 if so required, the costs
associated with same shall be borne by
Purchaser;
2. The exception
covenants shall be
Record" if there are
as to restrictive
endorsed "None of
none,
3. The exception for taxes shall be
limited to the year of closing and shall
be endorsed "Not Yet Due and Payable",
and
AEE008FE PAGE 4
4. The exception as
encumbering the Property
endorsed "None of Record".
to liens
shall be
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. Closing Costs. All taxes assessed by any tax collection
authority through the date of Closing shall be prorated. 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 and Seller.
REAL ESTATE COMMISSION
Any real estate commissions occasioned by the consummation
of this Agreement shall be the sole responsibility of Seller,
and Seller agrees to indemnify and hold harmless Purchaser from
any and all claims for these commissions. Purchaser represents
and warrants to Seller that it has not employed any agent or
broker in this transaction and indemnifies Seller from any and
all claims for commission to any agent or broker claiming by,
through or under purchaser.
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 except due to 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 fail 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. Assignment of Agreement. This Agreement may not be
assigned by Purchaser without the express written consent of
Seller. Seller may assign this agreement
2. Survival of Covenants. Any of the representations, war-
ranties, covenants, and agreements of the parties, as well as
any rights and benefits of the parties, pertaining to a period
of time following the closing of the transactions contemplated
hereby shall survive the closing for a period of 180 days and
shall not be merged therein.
3. Notice. Any notice required or permitted to be
delivered hereunder shall be deemed received when sent by United
States mail, postage prepaid, certified mail, return receipt
requested, addressed to Seller or Purchaser, as the case may be,
at the address set forth beneath the signature of the party
4. Texas Law to Apply. This Agreement 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 Denton County, Texas.
5. Parties Bound. This Agreement 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 Agreement.
6. Legal Construction. In case any one or more of the pro-
visions contained in this Agreement shall for any reason be held
to be invalid, illegal, or unenforceable in any respect, said
invalidity, illegality, or unenforceability 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
parties respecting the within subject matter.
8. Time of Essence
Agreement.
Time is of the essence in this
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. Compliance. 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. Time 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 Seller, Purchaser shall have the right to terminate this
Agreement upon written notice to Seller.
DATED this
SELLER
Hillwood Investments
day of 1998.
PURCHASER
Land, L.P TH ITY OF DE TON, TEXAS
0
BY. Hillwood Operating, L.P., BY
General Partner
City anag r
BY Hillwood Development 215 E. McKinney
Corporation, General Denton, Texas 76201
BY:
„5Vi
Hillwood Dev lopment
Corporation
13600 Heritage Parkway
Suite 200
Ft. Worth, Texas 76177
AEE008FE PAGE 7
STATE OF TEXAS
COUNTY OF DENTON
This,instrument is acknowledged before me, on this day of
618Ww" , 1998 by /,r' . City Manager, of
The City of Denton, a municipal corporation, known 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 City of Denton, Texas, a municipal corporation, that he
was duly authorized to perform the same by appropriate ordinance
of the City Council of the City of Denton and that he executed
the same as the act of the said City for purposes and
consideration therein expressed, an in the capacity therein
stated. A
�a; "°•r� ANNFORSYTHE
Notary Public, State of Texas
My Commission Expires Not ry Public in d for
MAY9.2002 the State of Tex
STATE OF TEXAS
COUNTY OF DENTON Mickel
h �n trument is acknowledged before me,
1998 by n,
tot be the person and officer whose name
foregoing instrument and acknowledged to
the act of the said corporation.
LYLA
Nota c in and f r
the State of Texas
AEE008FE PAGE 8
Ii
few , � U, I ,
on
this
day
of
P*eeTvlent,
known to
me
is
subscribed to
the
me
that the same
was
EXHIBIT "A"
County Denton Page 1 of 1
Highway U.S. 77
Project Limits From I.H. 35 Rev. June 30, 1994
To U.S.380
CSJ Q195_02.
Account
FIELD NOTES FOR PARCEL AD
BEING A PARCEL OF LAND SITUATED IN A CALLED 23.6775-ACRE PARCEL OF LAND (TRACT 1) CONVEYED
TO HILLWOOD LAND/DENTON LTD. RECORDED IN VOLUME 2470, PAGE 690, DEED RECORDS DENTON
COUNTY, TEXAS (ORDCT), AND BEING SITUATED IN THE NATHAN WADE SURVEY, ABSTRACT NO 1407,
CITY OF DENTON, DENTON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS
COMMENCING for reference at a 1/2-inch iron rod found for an Interior ell corner on the west line of said Hillwood
Tract 1, being in the south line of the right of way for Loop 288,
THENCE N 350 �53' 59" E, with the west line of said Hillwood Tract 1, being the east line of said right of way,
a distance of 90.23 feet to the POINT OF BEGINNING, marked by a 5/8-Inch iron rod set with an aluminum cap,
said point being on the new south right of way line of U.S 77,
(1) THENCE N 350 53' 59" E, along the west line of said Hillwood Tract 1 and the south line of
Loop 288, a distance of 20.63 feet to a found brass monument for the northwest corner of said
Millwood Tract 1 in the existing south right of way line of U S 77,
(2) THENCE S 580 09' 01" E, along the north line of said Hillwood Tract 1 and the existing south
right of way line of U.S 77, a distance of 309 92 feet to a found 3/8-Inch iron rod for the
northeast comer of said Hillwood Tract 1, same being the northwest corner of a called 239 388-
acre parcel of land conveyed to TI 239 B. Joint Venture and recorded in Volume 2432, Page 21,
DRDCT, and being in the existing south right of way line of U S 77,
(3)
(4)
THENCE S 010 08' 07" W, leaving said right of way and along a line common to said TI tract and
said Hillwood Tract 1, a distance of 23 65 feet to set 5/8-inch von rod with an aluminum cap in
the new south right of way line of U S 77,
THENCE N 680 11' 36" W, leaving said line and with the new south right of way line of U S 77,
a distance of 323 45 feet to the POINT OF BEGINNING, and containing 0 149 acre, or 6,479
square feet of land, more or less
John F Wilder, R.P.L.S.
Texas No 4285
, . . L � 1
,,..,......
' 4285
Date
690Y61"
Texas Department of Transportation EXHIBIT "B"
Doan D-15,14
Page 1 of 3 Rev 9/91
THE STATE OF TEXAS
COUNTY OF
That,
DEED
KNOW ALL MEN BY THESE PRESENTS:
of the County of , State of Texas, hereinafter referred to as Grantors, whether
one or more, for and in consideration of the sum of
Dollars ($ ) to Grantors
in hand paid by the State of Texas, acting by and through the Texas Transportation Comnnssion, receipt of
which is hereby acknowledged, and for which no lien is retained, either expressed or unphed, have this
day Sold and by these presents do Grant, Bargain, Sell and Convey unto the State of Texas all that certain
tract or parcel of land in County, Texas, more particularly described in Ex-
hibit "A," which is attached hereto and incorporated herein for any and all purposes
SAVE and EXCEPT, HOWEVER, it is expressly understood and agreed that Grantors are retaining
title to the following improvements located on the property described in said Exhibit "A," to wit
Grantors covenant and agree to remove the above -described improvements from said land by the
day of , 19 , subject, however, to such extensions of tune as may be granted
by the State in writing, and if, for any reason, Grantors fad or refuse to remove same within said period of
tune prescribed, then, without any further consideration, the title to all or any part of such unprovements
not so removed shall pass to and vest in the State of Texas forever
Grantors reserve all of the oil, gas and sulphur in and under the land herein conveyed but waive all rights
of ingress and egress to the surface thereof for the purpose of exploring, developing, muung or drilling for
same, however, nothing in this reservation shall affect the title and rights of the State to take and use all
other minerals and materials thereon, therein and thereunder
Texas Department of Transportation
Form D-15-14
Page 2 of 3 Rev 9191
TO HAVE AND TO HOLD the premises herein described and herein conveyed together with all and
singular the rights and appurtenances thereto in any wise belonging unto the State of Texas and its assigns
forever, and Grantors do hereby bind ourselves, our heirs, executors, administrators, successors and as-
signs to Warrant and Forever Defend all and singular the said premises herein conveyed unto the State of
Texas and,its assigns against every person whomsoever lawfully claiming or to claim the same or any part
thereof
IN WITNESS WHEREOF, this instrument is executed on this the
,19
THE STATE OF TEXAS,
COUNTY OF
ACKNOWLEDGMENT
}
day of
BEFORE ME, the undersigned, a Notary Public, on this day personally appeared
, known to me (or proved
to me on the oath of a credible witness,) to be the person(s) whose
name(s) is (ate) subscribed to the foregoing instrument and acknowledged to me that he/she/they executed the same for the
purposes and consideration therein expressed
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of , 19_
Notary Public, State of Texas
My Commission expires an die day of 119_
THE STATE OF TEXAS,
COUNTY OF
CORPORATE
I
}
ACKNOWLEDGMENT
BEFORE ME, the undersigned, a Notary Public, on this day personally appeared
Of , known to
me to be the person and off ct r whose name is subscribed to the foregoing msuument and acknowledged to me that the same
was the act of the said , a corporation, that he/she was
duly authorized to perform the same by appropriate resolution of the board of directors of such corporation and that he/she
executed the sane as the act of such corporation for the purposes and twnsidemdon thereon expressed, and in the capacity
therem stated
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
Notary Public, State of Texas
,19_
My Commission expires on the — day of 19_
Texas Deparunent of Transportation
Porm D-15.14
Page 3 of 3 Rev 9191
After recording please return this instrument to:
F
THE STATE OF TEXAS9
COUNTY OF
W
A
CERTIFICATE OF RECORDING
9