The URL can be used to link to this page

Home My WebLink About2001-347S�ur p¢w•w•,WrNnq WIWMCA N4 wAp Val dM ORDINANCE NO /I AN ORDINANCE APPROVING A REAL ESTATE AGREEMENT BETWEEN THE CITY OF DENTON AND YMCA OF METROPOLITAN DALLAS, FOR THE PURCHASE OF AN APPROXIMATE 8 3 ACRE TRACT OF LAND BEING LOT 1, BLOCK 1, YMCA ADDITION TO THE CITY OF DENTON, DENTON COUNTY, TEXAS, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS SECTION 1 The City Manager, or his designee, is hereby authorized to execute a Real Estate Agreement between the City of Denton and YMCA of Metropolitan Dallas in substantially the form of the Real Estate Agreement attached to and made a part of this ordinance for all purposes and to execute any documents in connection therewith SECTION 2 The City Manager, or his designee, is authorized to make the expenditures as set forth in the attached Real Estate Agreement SECTION 3 This ordinance shall become effective immediately upon its passage and approval n- PASSED AND APPROVED this the %�day of (X/�7P/�7��,f , 2001 EULINE BROCK, MAYOR ATTEST; JENNIFER WALTERS, CITY SECRETARY REAL ESTATE CONTRACT THE STATE OF TEXAS COUNTY OF DENTON THIS CONTRACT OF SALE is made by and between YMCA of Metropolitan Dallas, a non-profit organization (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 Being Lot 1, Block 1, YMCA Addition, an addition to the city of Denton, Denton County, Texas, consisting of approximately 8 3271 acres of land, together 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"), 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 PURCHASE PRICE Amount of Purchase Price The purchase price for the Property shall be Four Hundred Thousand Dollars and No Cents ($400,000 00) 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 Preliminary Title Report Within twenty (20) days after the date hereof, Seller, at Seller's sole cost and expense, shall cause the Title Company (hereinafter defined) to issue an owner's policy commitment (the "Commitment") accompanied by copies of all recorded documents relating to easements, nghts-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 Purchaser understands that Seller is under no obligation to cure any title defects complained of by Purchaser stated in Purchaser's written notice to Seller as provided in this paragraph In the event Seller is unable to do so within ten (10) days after receipt of written notice, Purchaser, at its option may elect to terminate this Agreement (m which event this Agreement shall be null and void), grant Seller additional time to cure, or proceed to closing If Purchaser shall not notify Seller within ten (10) days after receipt of Seller's notice that Seller will not cure an objection to a title defect, Purchaser's right to terminate shall be null and void 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 Provided that the survey is completed on or before October 15, 2001, Purchaser will have ten (10) days after receipt of the survey to review and approve the survey In the event the survey discloses conditions on the Property which are 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 satisfactions of Purchaser In the event Seller is unable to do so within ten (10) days after receipt of written notice, Purchaser, at its option may elect to terminate this Agreement (in which event this Agreement shall be null and void), grant Seller additional time to cure, or proceed to closing If Purchaser shall not notify Seller within ten (10) days after receipt of Seller's notice that Seller will not cure an objection to the survey, Purchaser's right to terminate shall be null and void Notwithstanding any term or provision hereof to the contrary, the closing date shall not be extended by reason of any such review or cure processes 3 Seller's Compliance Seller shall have performed, observed, 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 PJ Seller hereby represents and warrants to Purchaser, to the best of its current knowledge, as follows, which representations and warranties shall be deemed 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, or trespassers, except the City of Denton under Lease Agreement dated 9/l/01 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 received no notice that the Property fails to comply 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 5 Seller hereby grants the City of Denton and or its designee formal permission to enter Seller's property in order to perform such field surveying activities to establish boundaries and monuments necessary to consummate the above - mentioned real property purchase transaction 6 EXCEPT FOR THE SPECIAL WARRANTY OF TITLE TO BE CONTAINED IN SELLER'S DEED AND THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, THE PROPERTY WILL BE CONVEYED AND TRANSFERRED TO BUYER "AS IS, WHERE IS, AND WITH ALL FAULTS" AND SELLER DOES NOT WARRANT OR MAKE ANY REPRESENTATION, EXPRESS OR IMPLIED, AS TO ITS FITNESS FOR A PARTICULAR PURPOSE, MARKETABILITY, FOOTAGE, PHYSICAL CONDITION, COMPLIANCE WITH SPECIFICATIONS, ABSENCE OF LATENT DEFECTS, OR THE FITNESS OF THE PROPERTY FOR BUYER'S PLANNED USE IF CLOSING SHALL OCCUR, EXCEPT FOR LIABILITY ARISING OUT OF THE INACCURACY OF THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, SELLER SHALL BE DEEMED TO BE AUTOMATICALLY RELEASED BY PURCHASER AND ITS SUCCESSORS AND ASSIGNES OF AND FROM ALL LIABILITIES, OBLIGATIONS AND CLAIMS, KNOWN OR UNKNOWN, THAT PURCHASER MAY HAVE AGAINST SELLER OR 3 THAT ARISE IN THE FUTURE BASED ON WHOLE OR IN PART UPON THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONTAMINATION ON OR WITHIN THE PROPERTY (INCLUDING, WITHOUT LIMITATION, CLAIMS ASSERTED UNDER ENVIRONMENTAL LAWS) THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING NOTHING HEREIN SHALL BE CONSTURUED TO RELEASE ANY OF SELLER'S PREDECESSORS IN TITLE FROM ANY DUTIES OR RESPONSIBILITIES THAT EACH MAY HAVE UNDER THE LAW CLOSING The closing shall be held at the office of Republic Title Company, 2626 Howell Blvd, 10`h Floor, Dallas, Texas, on or before December 31, 2001(which date is herein referred to as the "closing date") The closing date may be extended by mutual agreement of the parties CLOSING REQUIREMENTS 1 Seller's Requirements At the closing Seller shall A Deliver to Purchaser a duly executed and acknowledged Special Warranty Deed conveying good and indefeasible title in fee simple to all of the Property, free and clear of any and all liens, encumbrances, conditions, 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, and 2 Any exceptions approved by Purchaser pursuant to Purchaser's Obligations hereof, and 3 Any exceptions approved by Purchaser in writing B Deliver to Purchaser a Texas owner's Policy of Title Insurance at Seller's sole expense, issued by Republic Title, Dallas, Texas, (the "Title Company"), 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 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 I Provided Purchaser shall have obtained a suitable survey for the purpose, the boundary and survey exceptions shall C! 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 covenants shall be endorsed "None of Record", other than restrictive covenants approved by Purchaser pursuant to "Purchaser's Obligations" 3 The exception as to liens encumbering the Property shall be endorsed "None of Record" other than those set forth in "Purchaser's Obligations" 4 The exception for taxes shall be limited to the year of closing and shall be endorsed "not yet due and payable" 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 and special assessments assessed by any tax jurisdiction through the date of the 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, except for Seller's attorney fees REAL ESTATE COMMISSION Seller agrees to pay Solender/Hall, Inc a professional fee equal to six percent (6%) of the Purchase Price solely upon Closing of the Contract The professional fee shall be paid to Solender/Hall out of the sale proceeds at Closing, and the Title Company is hereby authorized and directed to pay such professional fee to Solender/Hall out of the Seller's sale proceeds at Closing Solender/Hall represents Seller only Seller agrees to indemnify and hold Purchaser harmless from any and all claims for any such commissions Purchaser agrees to indemnify and hold Seller harmless from any and all claims for a real estate commission by a licensed real estate broker claiming through 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 Purchaser's default, Purchaser as its 5 sole and exclusive remedy 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 bee satisfied and Purchaser being in default, Seller as its sole and exclusive remedy may enforc,, specific performance of this Agreement, or terminate this Agreement by written notice delivered to Purchaser MISCELLANEOUS PROVISIONS 1 Assignment of Agreement Purchaser may not assign this Agreement without the express written consent of Seller 2 Survival of Covenants Any of the representations, warranties, 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, addressed to Seller or Purchaser, as the case may be, at the address set forth beneath the signature of the party Seller's agent for purposes of notice shall be Phil DiCasolo, Executive Vice President, YMCA of Metropolitan Dallas, 601 North Akard Street, Dallas, TX 75201-3303 Copies of notices forwarded to Seller shall be made to Greg Kline, Carrington Coleman Solman and Blumenthal LLP, 200 Cresent Court, Suite 1500, Dallas, TX 75201 Purchaser's agent for purposes of notice shall be Paul Williamson, Manager, Real Estate and Capital Support, City of Denton Engineering Department, City Hall East, 601 E Hickory, Suite B, Denton, Texas 76205 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 legal representatives, successors and assigns where permitted by this Agreement 6 Legal Construction In case any one or more of the provisions 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 6 other provision hereof, and this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein 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 Time of Essence Time is of the essence in this Agreement 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 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 11 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 12 Authonty By signing this agreement the City Manager of the City of Denton and the Executive Vice President of the YMCA of Metropolitan Dallas represent and warrant that each has authority to enter into this agreement by ordinance or resolution of the governing body of the entity they represent DATED this ��11 6t day of (ip&m 6Q t- 2001 PURCHASER THE CITY OF DENTON, TEXAS BY ee/ Michael Conduff City Manager 215 E McKinney Denton, Texas76201 ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM SELLER YMCA OF METROPOLITAN DALLAS By Phil DiCasolo, Executive Vice President SELLER'S ADDRESS YMCA of Metropolitan Dallas 601 N Akard Street Dallas, Texas 75201-3303 ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF _ § This instrument was acknowledged before me on S , 2001 by Phil DiCasolo, Executive Vice President, YMCA of' Metropolitan Dallas, a non-profit organization, on behalf of said non-profit organization Notary Public, in and for the State of Texas My Commission Expires ///"!�?A ACKNOWLEDGMENT THE STATE OF TEXAS ,/ § COUNTY OF �� § illy t t R01 J JORDAN ±' . Vora v Poa6h Shle A (exas r NNN My Comm Expnes 11,05/03 >F Ijty' This instrument was acknowledged before me onpEe/n 6p% �� 2001 by Michael Conduff, City Manager, City of Denton Texas, a home rule municipality, of Denton, Denton County, Texas (6 A?,(e /,Vd"7L, Nary Public, in and for the State of Texas �"V 1 JANB B RICNAR080N My Commission Expires _T 0 's Notery Public, State *'Texas MV Comm salon Expires June 27, 2005 Z LOCATION MAP _ _JIM CHRISTAL N8 \ BARROW Crs�k � Sy ti CANDY ram« m FLADGER po pD,FAUER m P C 9 A PAYN� z F BURKALOW z I W I I li SrJART R ............ 8 NEPTUNE S I GYP.y, APOLLO APOLLO r' ATUS NNE � m HERCUL r' SLN > UU§ O PLUM Mo SUNVALLEY W\i �r.. � e r Gr DROO P OLLOW = RTREEQ U IMPERIAL i O tS KINGS ROW I COBBLESTONE OW SIERRA afi OEl w < U OLPTRAPMAN HATTA < j OGABE yG�y� �Jn01, C Subject Property BENJAMINm X to E`''rNOSOR w f, u WINDFlELDS IGNTW P DRIFTWOOD EMS' E WINOsOR NORTHRIOGE CHISHOLM Mi. CORDOVA O CLOVY N w _ xi MIMOSA MAGNOL C LIVEOAK CORONADO C/+,Fsr O,LWGe B I HEADL -� -.. TAGE LN U MIS VANDERBILT ZZ O Z i a EGE PARK _AUBURN HAGGARD LN z o } my j PEACH ENS UN m oq 2 OR BEW_AVEN zz GREENERWR _ OAK LAWI, OREST 's,` 1'UTAVE v '-72 ROSS m€ zF £S -m-p =W RYN MAWR ter¢ W SHERMAN OCLAND s z 'MHERST v o exas We O _ ESPWAY EMERY - - m r < _ 1 4 - EMERY W COL _G COROELL _ Texas Womans University _CARLTON `T CRESCENT fr an Crae, m E7RD E COLLEGE Oy_ LINDPN z >2 _m SCHMRZ _ ¢O G U < - BROADWAY 0 y p Pn O_ 7EY LS - HzNO o < MA 4�N_ _ PANHANDLE 0> 1 Q4 O b m 3 z Mck2nna Park -� kGAN _ '- z> > s u Z- m_ __7URE O - -¢ g z O BARBER DAMS - —ALT170 —I,- wW"PARKWAY z < PEARL T7 J\ �an Creek C � E MC m _ WOAK -- -.-.0 ___ —`___ .g OREGG WQK -_ m 'enton� Tf WHIgKORY _ -Z _IEbCKORV }5 L 15� I5L' mEA>U-LBERRv I__W CH RLO1TE +� 'r MULBERRY _-_ SYCAMOR€ EMUl4ERRY E SYCAMORE _ gyp, _I 65A1467 iW`--RRRm�i� oRlll�-c _ W ou g iCf —j-oUniversity Of North Texas d 4 > ---- - _ W PRAIRIE - I HIGHtAND_m_ _�MGM&ANO +' 0_ l .iV2 outs Field > O'MApl,E m `y r �'= _ `r1_So I VF K C ;