HomeMy WebLinkAbout1998-441\\CH LOL\VOLIZHAREMDBWN.OLWUr Nt.mmW igmc"WM8 Y"InvwMml
ORDINANCE NO 0 ' 44
AN ORDINANCE APPROVING A REAL ESTATE CONTRACT BETWEEN THE CITY OF
DENTON AND RAYZOR INVESTMENTS, LTD, RELATING TO THE PURCHASE OF
1 288 ACRES OF LAND FOR THE EXPANSION OF U S HIGHWAY 77 (PARCELS 14
AND 25), 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 Rayzor Investments, LTD, 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 1 288 acres of land for the expansion of U S Highway 77 (Parcels 14 and 25)
SECTION II That the City Manager is authorized to make the expenditures as set forth
in the attached Real Estate Contract
SF,CTION III That this ordinance shall become effective immediately upon its passage
and approval
PASSED AND APPROVED this the /0 — day of , 1998
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
PROUTY, CITY ATTORNEY
REAL ESTATE CONTRACT
STATE OF TEXAS
COUNTY OF DENTON
THIS CONTRACT OF SALE is made by and between RAYZOR
INVESTMENTS, LTD (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, 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 prop-
erty, rights, and appurtenances being hereinafter referred to as
the "Property"), together with any improvements, fixtures, 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, installation, construction, reinstallation,
reconstruction, labor and materials for any and/or improvements
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 $22,408.00
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 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 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 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 is 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
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
AEE008FE PAGE 2
made by Seller to Purchaser also as of the closing date:
1 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. Seller has complied with all applicable laws, ordinances,
regulations, statutes, rules and restrictions relating 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
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 November 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
Exhibit "B" conveying good and marketable title to all of
the Property, free and clear of any and all liens,
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
AEE008FE PAGE 3
pursuant to Purchaser's Obligations here-
of, and
3. Any exceptions approved by Purchaser
in writing.
B. Deliver to Purchaser 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 subject only to those
title exceptions listed in Closing 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 as to restrictive cove-
nants shall be endorsed "None of Record",
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. Closing Costs. 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 and Seller.
AEE008FE PAGE 4
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 fail to fully and timely perform
any of its obligations hereunder or shall fail 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 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.
MISCELLANEOUS
1. Assignment of Agreement. This Agreement may be assigned
by Purchaser without the express written consent of Seller
2. Survival of
ranties, covenants,
rights and benefits
time following the
hereby shall survive
Covenants Any of the representations, war -
and agreements of the parties, as well as any
of the parties, pertaining to a period of
closing of the transactions contemplated
the closing 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
AEE008FE PAGE 5
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 in-
validity, 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. Time is of the essence in this
Agreement.
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 Sel-
ler, Purchaser shall have the right to terminate this Agreement
upon written notice to Seller.
DATED this 15g day of 1998.
SELLER
RAYZOR INVESTMENTS, LTD.
BY r_
J. ew n Rayzor, rest en
T Ra zor Company
Managing General Partner
AEE008FE PAGE 6
,,y� PURCHASER
0W THE CITY OF DENTON,
215 E. McKinney
Denton, Texas 76201
STATE OF TEXAS
COUNTY OF DENTON
This instrument is acknowledged before me, on this /6f`�day of
1998 by Michael W. Jez, 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, and in the capacity therein
stated.
JENNIFER K WALTERS
Notary Public State of Texas
My Commission Expires 121998
STATE OF TEXAS
COUNTY OF DENTON
taryTPublic in and for
e St to of Texas
This instrument is acknowledged before me, on this day of
1998 by J. Newton Rayzor
Notary Public in and for
the State of Texas
AEE008FE PAGE 7
County Denton
Highway US 77
Project Limits
CSJ 0195-02-
Account
From I H 35
To U S 380
EXHIBIT "A"
FIELD NOTES FOR PARCEL 14
Page 1 of 2
Rev February 13, 1998
BEING A PARCEL OF LAND SITUATED IN A CALLED 93 524-ACRE TRACT, CONVEYED TO EUGENIA PORTER
RAYZOR, ET AL, RECORDED IN VOLUME 775, PAGE 112, DEED RECORDS OF DENTON COUNTY, TEXAS
(DRDCT), AND BEING IN THE N H MEISENHEIMER SURVEY, ABSTRACT NO 810, 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 a called 14 198-acre tract
of land conveyed to Coti Joint Venture (COV J V ), recorded in Volume 1688, Page 9, DRDCT, said point being
on the north line of said Meisenheimer Survey and being in the centerline of Riney Road,
THENCE S 880 46' 37" E, with said Survey Line, a distance of 1,296 96 feet, to a set PK nail for the POINT OF
BEGINNING, also being a point on the new south right of way line of U S 77,
(1) THENCE S 880 46' 37" E, continuing along said Survey Line, a distance of 145 96 feet to a
found 1/2-inch iron rod in the existing south right of way line of U S 77,
(2) THENCE S 570 59' 56" E, along a line common to said Rayzor tract and the existing south right
of way line of U S 77, a distance of 1290 13 feet to a found 1/2-inch iron rod for a northeast
corner of said Rayzor tract, same being the northwest corner of a 0 701-acre tract conveyed to
Barworth Corporation, recorded in Volume 1176, Page 439, DRDCT,
(3) THENCE S 080 09, 56" E, along a line common to said Rayzor tract and said Barworth tract a
distance of 35 43 feet to a set 5/8-inch iron rod with an aluminum cap in the new south right of
way line of U S 77,
THENCE along the new south right of way line of U S 77 as follows
(4) THENCE N 580 11' 36" W, a distance of 36 59 feet to a set 5/8-inch iron rod with an aluminum
cap,
(5) THENCE S 31" 48' 24" W, a distance of 10 00 feet to a set 5/8-inch iron rod with an aluminum
cap,
(6) THENCE N 58" 11' 36" W, a distance of 480 00 feet to a set 5/8-inch iron rod with an aluminum
cap,
(7) THENCE N 310 48' 24" E, a distance of 10 00 feet to a set 5/8-inch iron rod with an -aluminum
cep,
(8) THENCE N 580 11' 36" W, a distance of 771 02 feet,
(9) THENCE N 880 46' 37" W, a distance of 151 68 feet to a set 5/8-inch iron rod with an aluminum
cap,
0 2WREY
County Denton
Highway U S 77
Pro)ect Limits
CSJ 0195 02-
Account
From I H 35
To U S 380
EXHIBIT "A"
FIELD NOTES FOR PARCEL 14
Page 2 of
Rev February 13, 199E
(10) THENCE N 010 13' 23" E, a distance of 40 00 feet to the POINT OF BEGINNING, and containinc
1 114 acres, or 48,514 square feet of land, of which 1777 square feet reside in a City of Dentor,
drainage easement and 2027 square feet reside in the prescriptive right of way of Riney Roac
more or less
Thomas William Mauk
Texas No 5119 Date
O 2UOREI
County Dentdn
Highway U.S. 77
Project Limits. From
To
CSJ 0195-02_
Account
EXHIBIT 'A'
FIELD NOTES FOR PARCEL 2&
Page 1 of 1
Rev. November 28, 1994
BEING A PARCEL OF LAND SITUATED IN A CALLED 0.701-ACRE PARCEL OF LAND, CONVEYED TO 13ARWORTH
CORPORATION, RECORDED IN VOLUME 1176, PAGE 439, DEED RECORDS OF DENTON COUNTY, TEXAS
(DRDCT), AND BEING SITUATED IN THEN H. MEISENHEIMER SURVEY, ABSTRACT NO 810, CITY OF DENTON,
DENTON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS
COMMENCING for reference at a found 5/8-Inch iron rod for the southwest comer of said Barworth tract and a
corner of a 93 524-acre parcel of land conveyed to Eugenia Porter Rayzor, at al , recorded In Volume 775,
Page 112, DRDCT,
THENCE N 080 09' 56' W, along the west property line of said Barworth tract, a distance of 182 88 feet to a
set 5/8-inch iron rod with an aluminum cap being the POINT OF BEGINNING, same being a point on the new south
right of way line of U.S 77,
(1) THENCE N 080 09, 56' W, along a north -south line common to said Barworth tract and said
Rayzor tract, a distance of 35 43 feet to a found 1/2-Inch iron rod for the northwest comer of
said Barworth tract, and a northeast comer of said Rayzor tract, and being on the existing south
right of way line for U S 77;
(2) THENCE S 570 02' 58' E, along a line common to said Barworth tract and existing south right
of way line of U.S. 77, a distance of 314 36 feet to a point being on the east line of said
Barworth tract, and near the west right of way line for Roney Road,
(3) THENCE S 250 08' 56' E, along the seat line of said Barworth tract which is in Riney Road, a
distance of 38 28 feet to a set PK nail with shiner, same being a point on the new south right of
way line of U.S 77;
(4) THENCE N 580 11' 38' W, along the new south right of way line of U S 77, a distance of
323 62 feet to the POINT OF BEGINNING, and containing 0 174 acre, or 7,572 square feet of
land, of which 347 square feet reside in the prescriptive right of way of Riney Road, more or less
John F Wilder, R.P.L S.
Texas No 4285
Date
b2NeAW
Texas Department of T+anspectanotr
Norm D-15-14
Page i of 3 Rev 9/91
EXHIBIT "B"
THE STATE OP TEXAS I
COUNTY OP
DEED
KNOW ALL MEN BY THESE PRESENTS,
That,
of the County of , State of Texas, hereinafter referred to as Grantors, whether
one or more, for and in consideration of the sum of
m hand paid by the State of Texas, acting by and through the Texas Tiansportanon Commisslon, receiptors
t of
which is hereby acimowledged, and for which no Bert is retained, either expressed or implied, have this
day Sold and by these �ireserus do Grant, Bargain, Sell and Convey unto the State of Texas all that certain
tract or parcel of land In County, Texas, more parncuiarly described in Ex-
hibit "A,"which is attached hereto and incorporated herran for any and all piuposes
SAVE and EXCEPT, HOWEVER, 1t rs 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
day of 19improvements from said land by the
by the State m writing; and if, for ' subject, however, to such extensions of time as may be granted
time prescribed, then, without any fiitrthersconsidreranon f ors1 title toallor refuse t o remove same within said period of
not so removed shall pass to and vest m the State of Texas forever y p� of such Improvements
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, mining or drilling for
same; however, nothing in this reservation shall effect the title and rights of the State to take and use all
Other minerals and materials thereon, thereon and thereunder.
Texas Dpparnnent of Tranap.,ttc�_
Form D.1344
Page 2 of 3 Rev 9/91
TO HAVE AgN�tD TO HOLD the pretmses Imam described and herein conveyed together with all and
forever, and ar the Grantorsddo blind ourseldiereto ves, our heany irs, exbel�ect�itors� theadmin saateo f Tatas and Its assigns
signs to Warrant and Forever Defend aII and ppremises , successors and asTexas
its assigns against every person wh whomsoever law Y chuchurnmg or to herein oclaial�the same ororunto die san a of
a
any par-,
IN WITNESS WHEREOF, this MSM= at IS executed on this the
day of
THE STATE OF TEXAS, ACKNOWLEDGMENT
COUNTY OF I
BEFORE ME, the onderstped, a Notery Public
, On this day petsoaaily appeared
to me oa the oath of known to me (or proved
name(s) is (are) Subscribed to the foregomg iasaement and mow a credible wimeaa,) to be the person(s) whose
puTP� and consideration therein expte�. hxiged to roar be
executed the same for the
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
19__
Notary Pnbbe, State of Texas
MY CWAlWon axpma m dm day of 19__
THE STATE OF TEXAS, CORPORATE ACKNOWLEDGMENT
COUNTY OF
BEFORE ME, the andetsigrted, a Notary Public, on this day
pmsoaaEy appeared
Of
me to be tha parson and oiHcer whose nears 3s sabacum to the forgoing taswmant affi atdmoavled ,!mown to
was the act of the said gad to me that the same
duly authorind to pmfmtn We servo by ap nWdate tesoladoa of the hoard of dhtretms of such c orPo�m that hoshe was
executed the earn as the as of such carptsadon Paths °lP�don and that he/she
therein stated P and mumlmdcu therda , and in the capscky
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of , 19,
Notary Pa dh; Sim at Texas
My Comedseioa 0XV1108 on the — day of . 19_ .
Texas Department of Tnaspomtatimnr
Form 0.13-14
Page 3 df 3 Rev 9/91
After recording please return this Instrument to:
A °
o
z �z i' Q a a
z 9 -
C3
CERTIFICATE OF RECORDING
THE STATE OF TEXAS,
COUNTY OF