Loading...
HomeMy WebLinkAbout2000-015\\CII real a Mqp Hd arc ORDINANCE NO AN ORDINANCE ORDINANCE APPROVING A REAL ESTATE CONTRACT BETWEEN THE CITY OF DENTON AND EVA ELAINE, INC, RELATING TO THE PURCHASE OF 106 ACRES OF LAND FOR THE RINEY ROAD REALIGNMENT WITH U S HIGHWAY 77, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS SECTION 1 That the City Manager is hereby authorized to execute a Real Estate Contract between the City and Eva Elaine, Inc, 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 106 acres of land for the Riney Road Realignment with U S Highway 77 SECTION 2 That the City Manager is authorized to make the expenditures as set forth in the attached Real Estate Contract SSECTION 3 That this ordinance shall become effective immediately upon its passage and approval � PASSED AND APPROVED tlms the day of , 2000 JAC I ER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY BY AP VED A TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY <' REAL ESTATE CONTRACT STATE OF TEXAS COUNTY OF DENTON THIS CONTRACT OF SALE is made by and between EVA BLAINE, INC. (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 1. 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 31, 2000 shall become property of the City of Denton, Texas. 2. The City of Denton shall take reasonable care to ensure that all utility service interruptions associated with the utility service line relocations, brought about by the Riney Road relocation project, be minimal and timely. PURCHASE PRICE 1. Amount of Purchase Price. The purchase price for the Property shall be the sum of $10,000.00. 2. Paymat 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 purposest 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 AEE008FE PAGE 2 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 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 January 31, 2000, or at such title company, AEE008FE PAGE 3 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 CITY OF DENTON, TEXAS, a MUNICIPAL CORPORATION, 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 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; AEE008FE PAGE 4 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 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 not AEE008FE PAGE 5 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 Covenants. Any of the representations, war- ranties, covenants, and agreements of the parties, as well as any rights and benefits of the parties, 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. 4. Texas Lam to Anoly. 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 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. AEE008FE PAGE 6 S. 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 Purchasers 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 �toSSeeller. DATED this , day SELLER EVA BLAINE, INC. EVA BLAINE MERRITT PRESIDENT THE CITY OF DENTON, TEXAS 215 E. McKinney Denton, Texas 76201 STATE OF TEXAS COUNTY OF DENTON/�- This instrument is acknowledged before me, on thisJ) day of_ AEE008FE PAGE 7 0?606 1979 by Michael W. Jez, City Manager, of the City 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 authorised 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 caps ty therein State . JENNIFER K !ALTERS o asY ublic in and for Notary Publrc, Sn[e ot'lb:at a State Of TeXas My Oommlas'. Ex Tax December 19,1002 STATE OF TEXAS COUNTY OF DENTON This i strument is acknowledged before me, on this a 3ra day of , 1999 by Eva Elaine Merritt, President, Eva Elaine, Incorporation, a Texas 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 corporation. Oo0o0o000000000000000000 r 0oCb00000t)000000000000 Notes Public in and for the State of Texas AEE008FE PAGE 8 EX —MIT " A" All that certain lot, tract or parcel of land lying and being situated in the N H Meisenheimer Survey, Abstract No 810, Denton County, Texas, and being a part of a (called)12 818 acre tract of land described in a deed from Texas Conference Association of Seventh-Day Adventists to Eva Elaine, Inc, dated July 20, 1995, as recorded under County Clerk's File No 95-R0047989 of the Real Property Records of Denton County, Texas, and being more particularly described as follows BEGINNING at the northwest corner of a tract of land described in a deed to Herbert Thomas Nelson, Jr and wife, Teresa Jo Nelson, recorded under County Clerk's File No 99-R0047871 of the Real Property Records of Denton County, Texas, same being on the west line of said 12 818 acre tract, in Riney Road, THENCE North 010 15' 00" West with the west line of said 12 818 acre tract in Riney Road, a distance of 123.04 feet to a point for corner at the southernmost northwest corner of said 12 818 acre tract, THENCE North 270 00' 00" West with a west line of said 12 818 acre tract in Riney Road, a distance of 537 38 feet to a point for coma at the northwest comer of said 12 818 acre tract in Riney Road, same being the southwest coma of a tract of land described in a deed to Charlie Melvin Cunningham, recorded in Volume 632, Page 217 of the Deed Records of Denton County, Texas, THENCE North 460 5512511 East with a north line of said 12 818 acre tract and a south line of said Cui.rungham tract, a distance of 15 39 feet to a point for coma, THENCE South 270 00' 00" East, 25 feet northeast of and parallel to the center of Riney Road, a distance of 17181 feet to a point for corner at the beginning of a curve to the left; T THENCE with said curve to the left, having a central angle of 42° 46' 08", a radius of 175 00 feet, an arc length of 130 63 feet, with a chord which bears South 48° 23' 04" East a distance of 127 62 feet to a point for comer, THENCE South 69° 46' 08" East, a distance of 25 59 feet to a point for comer, THENCE North 01 ° 15' 00" West, a distance of 28 80 feet to a point for corner at the beginning of a curve to the right, THENCE with said curve to the right, having a central angle of 31 ° 55' 31 ", a radius of 315 00, an are length of 175.52 feet, with a chord which bears North 140 42' 46" East a distance of 173 26 feet to a point for corner, THENCE North 300 40' 3 1 " East, a distance of 6171 feet to a point for comer on the south right- of-way of U S Highway 77 (North Elm Street) at the beginning of a curve to the right, THENCE with said curve to the right, having a central angle of 01 ° 13' 36", a radius of 2804 79 fxt, an arc length of 60 05 feet, with a chord which bears South 5f * 54' 14" East a distance of 60 05 feet to a point for corner, THENCE South 30° 40' 3 1 " West, a distance of 59 17 feet to -i point for comer at the begriming of a curve to the left, THENCE with said curve to the left, having a central angle of 310 55' 31", a radws of 255 00 feet, an arc length of 142 09 feet, with a chord which bears South 140 42' 46" West a distance of 140 26 feet to a point for comer, THENCE South 01 ° 15' 00" East, a distance of 395 76 feet to a point for comer on the north line of said Nelson tract, THENCE South 89° 49' 44" West with the north line of said Nelson tract, a distance of 30 01 feet to the POINT OF BEGINNING and containing 106 acres of land of which 0 18 acres are within the prescriptive right-of-way EXHIBIT "B" SPECIAL WARRANTY DEED Date Grantor: EVA BLAINE, INC. Grantee: City of Denton Grantee's Nailing Address (including county): City of Denton 221 North Elm Street Denton, Texas 76201 Denton, County Consideration: TEN THOUSAND DOLLARS AND N0/100 ($10,000.00) and other good and valuable consideration. Property (including any improvements): All those certain tracts of land being situated in the N.H. Meisenheimer Survey, Abstract No. 810, Denton County, Texas and being more particularly described in "EXHIBIT A" attached hereto and by this reference being made a part hereof for all purposes. Reservations From and Exceptions to Conveyance and Warranty: Easements, rights -of -way, and prescriptive rights, whether of record or nots all presently recorded instruments, other than liens and conveyances, that affect the property. GRANTOR , for the consideration, receipt of which is hereby acknowledged, and subject to the reservations from and exceptions to conveyance and warranty, grants, sells and conveys to Grantee the property, together with all and singular the rights and appurtenances thereto in any wise belonging, to have and to hold it to GRANTEE, GRANTEE'S heirs, executor, administrators, successors or assigns forever. GRANTOR binds GRANTOR and GRANTOR'S heirs, executors, administrators and successors to Deed -1 warrant and forever defend all and singular the property to GRANTEE and GRANTEE'S heirs, executors, administrators, successors and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under, but not otherwise. When the context requires, singular nouns and pronouns include the plural. EVA ELAINE, INC. BY: EVA ELAINE MERRITT P.O.BOX 12 PONDER, Texas 76259 ACKNOWLEDGMENT STATE OF TEXAS 5 COUNTY OF DENTON I This instrument was acknowledged before me on this day of , 1998 by EVA ELAINE MERRITT, of EVA ELAINE, INC., 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 corporation. Notary Public, in and for the State of Texas My Commission Expires: _ Deed-2