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HomeMy WebLinkAbout1996-152F \WPDOCS\ORD\REDDEVEL ORD ORDINANCE NO AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT BETWEEN THE CITY AND RED DEVELOPMENT, LLC FOR THE PURCHASE OF REAL PROPERTY FOR LANDFILL EXPANSION, AUTHORIZING THE EXPENDITURE OF FUNDS, AND PROVIDING FOR AN EFFECTIVE DATE THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SSEECTION I That it approves the attached agreement between the City of Denton and RED Development, LLC for the purchase of real property for landfill expansion and authorizes the City Manager to execute the agreement on behalf of the City SECTION II That it authorizes the expenditure of funds in accordance with the terms of the agreement SECTION III That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the day of — 1996 J K MILLER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY EXHIBIT "A" ALL of that certain tract or parcel of land situated in the Gideon Walker Survey, Abstract 1330, Denton County, Texas, being part of a (called) 61 67 acre tract of land described in a deed from O R Sullivan to H S Rhine on January 5, 1943, recorded in volume 297, Page 584, Deed Records of said County and being more fully described as follows BEGINNING at the northwest corner of said 61 67 acre tract of land in Edward's Road, THENCE south 860 53' east along and near a fence a distance of 1412 5 feet to a fence corner at the northeast corner of said 61 67 acre tract, THENCE south 20 14' west along and near a fence a distance of 370 04 feet to a point for corner, THENCE north 860 53' 00" west a distance of 1420 36 feet to a point in the west line of said Brockie tract, THENCE north 30 27' 00" east with the west line of said tract 300 0 feet to the Point of Beginning and containing 12 0310 acres of land KIN 26 196 14 t 36 553 P02 -.4tAcmgf r�rwavrot�sx ass - erl, i' s ° REAL ESTATE CONTRACT STATE OF TEXAS COUNTY OF DENTON THIS CONTRACT OF SALE is made by and between RED Development, LLC (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 (if its contract of sale with James L Brockie, dated June 21, 1996, closes and the property described herein is conveyed to Seller from Brockie and places title in Seller of the property described in Exhibit A to this contract with rights and privileges sufficient to meet the representations, requirements and warranties required of Seller herein) and Purchaser hereby purchases and agrees to pay for, the tract of land in Denton, Denton County, Texas, being more particularly described in Exhibit A attached hereto and incorporated herein by reference for all purposes together with all and ®angular the rights and appurtenances pertaining to the prop- erty, including any right, title and interest of Seller in and to adjacent streets, alloys 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 per- sonal property situated on and attached to the Property, for the consideration and upon and subject to the terms, provisions, and conditions hereinafter set forth. PURCHASE PRICE 1. Amount of Purchase Price The purchase price for the Property shall be the sum of $100,000.00 of which $1,000.0o shall be deposited as escrow with Banks and Widmer as partial payment 2. mt of Purchase Price The full amount of the Purchase Price shelf. be payable in cash at the closing PURCHASER'S OBLIGATIONS The obligations of Purchaser hereunder to consummate the trans- actions 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 pre- liminary title report (the °Title Report") accompanied by copies of all reeor ed documents relating to easements, rights -of -way, etc , i.r Jul co 44 air q { t ��.aW -wa y BMX y�j- rid wlsq " wM_ 4t�v xbt 6T , r�M lw S- k. ,�w y }r 7�IfE 'd�iA a - b4+ frh i w " s affecting the Property. Purchaser shall give Seller written notice on or before the expiration of ten (10) days after Purchaser re- ceives the Title Report that the condition of title an set forth in the title binder is or is not satisfactory, and in the event Pur- chaser states the condition 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 in unable to do so within ten (10) days after receipt of written notice, Purchaser may terminate this Agreement by written notice to Seller, and this Agreement shall thereupon terminate for all purposes and the Escrow Deposit shall be forthwith returned by the Title Company to Purchaser; 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 shall deliver a copy of the survey to Seller Purchaser will have ten (5) 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 (5) 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 to do so within ten (5) 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, naila+ I s Comnliange 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 To the beat of Seller's knowledge, 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 dates PAGE 2 1. There are no parties in possession of any portion of the property as leosess, tenants at sufferance, or trespassers. 8. Except for the prior actions of Purchaser, there is no pending or threatened condemnation or similar proceeding or sones- sment affecting the Property, or any part thereof, nor to the beat knowledge and belief of Seller is any ouch 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 beat 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 In the event any such toxic or hazardous wastes or materials are found upon the Property and reasonable investigation by Seller would have discovered such toxic or hazardous waste, and the same is not a result of migration thereof from Purchaser's adjoining property, the Seller shall be responsible for the expense of removal of these wastes or materials upon receipt of written notice of the presence or these wastes or materials. CLOSING The closing shall be held at the office of Banks and Widmer, 313 W. Oak, on or before , 1996, or at such title company, time, date, and place as Seller and Purchaser may mutually agree upon (which date is herein referred to an the "closing date") CLOSING REQOIREMBNTS 1. Seller's ReSMirements At the closing Seller shall: A. Deliver 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, easements, assess- ments, and restrictions, except for the followings 1. General real estate taxes for the year of closing and subsequent years not yet due and payable] Z, Any exceptions approved by Purchaser PAGE 3 pursuant topurchaser's Obligations here- of, and 3. Any exceptions approved by Purchaser in writing B. Deliver to Purchaser a Texas Owner's Title Policy at Seller's sole expense, issued by (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 Purchaser's fee simple title to the Property subject only to those title exceptions listed in cos+nc Remd rements hereof, ouch 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: 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, and 2 The exception as to restrictive Cove- nants shall be endorsed "None of Record" 90except for any approved as listed in 0=a Reouiremen-al and 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, a,lyghangr0s ReMa rements Purchaser shall pay the full cash purchase price at closing in immediately available funds less amount escrowed as partial payment 3. CIgMj nc costs seller shall pay all taxes assessed by any tax jurisdiction 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 equally shared by Purchaser and Seller LV PAGE 4 JUN 26 '96 14 39 ME 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 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 and Seller shall return partial payment. 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 MISCELLANEOUS 1. Asa+arnmenZ of Agreement This Agreement may not be assigned by Purchaser without the express written consent of Seller 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 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, addres- sed to Seller or Purchaser, as the case may be, at the address net forth beneath the signature of the party 4. 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 Do nd. 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 PAGE 5 J N 26 '96 14 39 553 P07 6. I•sn®l Construction. In came 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, Aaresmwnrs auggraeded. 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. S. Time of Essence Time is of the essence in this Agreement. 9, g&aftr, words of any gender used in this Agreement shall be held and construed to include any other gander, 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. QQmnlianee 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 Seller within thirty (30) days after Seller executes this Agreement and delivers same to purchaser, Seller shall have the right to terminate this Agreement upon written notice to Purchaser DATED this day of 1996. PURCHASER THE CITY OF DENTON, TEXAS Bys� Ted Benav es City Manager 215 E McKinney Denton, Texas 76201 PAGE 6 JLH 26 ' 96 14 40 553 Poe APPROVED AS TO LEGAL FORMi HERBERT L. PROUTY, CITY ATTORNEY BY$ STAT9 OF TEXAS S ,• • ' • M • J This instrument was accknowwledged before feame on this day of Notary Public in and for Texas STATE OF TEXAS S COUNTY OF DENTON S This instrument is acknowledged before me, on this day of , 1996 by Ted Benavides 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 FAWP =\v\R=MOL x Notary Public in and for Texas PAGE 7