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HomeMy WebLinkAbout2000-3145 Whjrt *"Mr Uoc,rnw, WrAinmmauWOU(URC II Lunt Pumhow don ORDINANCE NO ODD' 3i AN ORDINANCE APPROVING A REAL ESTATE CONTRACT BETWEEN THE CITY OF DENTON AND KDRC II LIMITED PARTNERSHIP, RELATING TO THE PURCHASE OF APPROXIMATELY 0 4221 ACRE OF LAND LOCATED IN THE T TOBY SURVEY, ABSTRACT NO 1288, FOR USE AS A WATER STORAGE TANK EXPANSION SITE, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS SECTION 1 The City Manager is hereby authorized to execute a Real Estate Contract between the City and KDRC II, in substantially the form of the Real Estate Contract which is attached hereto and made a part of this ordinance for all purposes, for the purchase of approximately 0 4221 acre of land for use as a water storage tank expansion site SECTION 2 The City Manager is authorized to make the expenditures as set forth in the attached Real Estate Contract SECTION 3 This ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this theh day of 2000 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CPI;Y SECRETARY 014 APPROVED AS TO LEGAL HERBERT L ITY, CIT BY C Uvl�RC ❑LP_ttIMRAC.l ft REAL ESTATE CONTRACT STATE OF TEXAS COUNTY OF DENTON THIS CONTRACT OF SALE is made by and between KDRC II Limited Partnership, being the same limited partnership as K D R C II, Ltd , a Texas limited partnership (hereinafter referred to as "Seller") and CITY OF DENTON, TEXAS, a home mule 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 in the T Toby Survey, Abstract No 1288 of Denton County, Texas, consisting of 0 4221 acres of land as described in "Exhibit A", attached herewith, 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 Twelve Thousand Dollars and No Cents ($12,000 ) 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 Preltmmary 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, rights -of - way, etc, affecting the Property. Purchaser shall give Seller written notice on or C Wn�'IR.MPRDRC ➢ LF CDMiWGT_I Em 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 (in which event tins Agreement shall be null and void), grant Seller additional time to cure, or proceed to closing 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 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 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 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 There are no parties in possession of any portion of the Property as lessees, tenants at sufferance, or trespassers, Page 2 of 9 c �mmownrenuvcuac n � marnncri.mo 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 Seller has complied with all applicable laws, ordinances, regulations, statutes, rules and restrictions relating to the Property or any part thereof 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 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 CLOSING The closing shall be held at the office of American Title Company, 717 N Harwood, 2610 MaxusEnergy Tower, Dallas, Texas 75201 (the "Title Company") "Ann Maxie Hardin", on or before September 30, 2000(which date is herein referred to as the "closing date") The closing date may be extended by mutual agreement of the parties CLOSING REQUIREMENTS Seller's Requirements At the closing Seller shall A Deliver to Purchaser a duly executed and acknowledged Special 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, assessments, and restrictions, except for the following 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' Obli atg ions hereof, and Any exceptions approved by Purchaser in writing Page 3 of 9 C �wngow.lTENWMD9CJ1„LP COMAAC7'_, Deliver to Purchaser a Texas owner's Policy of Title Insurance at Seller's sole expense, issued by American Title Company (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 Recuirements 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 The boundary and survey exceptions shall be deleted if required by Purchaser, and if so required, the sts associated with same shall be borne by Seller, /%, 2 The exception as to restrictive covenants shall be endorsed "None of Record", 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" B. 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 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 herem shall be paid by Purchaser, except for Seller's attorney fees REAL ESTATE COMMISSION Any real estate commissions occasioned by the consummation of this Agreement shall be the sole responsibility of Seller, to the extent Seller has agreed to pay any such real estate commission, in writing, and Seller agrees to indemnify and hold Purchaser harmless from any and all claims for any such commissions. BREACH BY SELLER Page 4 of 9 c �RC oyP Wm CT i m In the event Seller shall fail to firlly 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 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 been satisfied and Purchaser being in default, Seller as its sole and exclusive remedy may enforce specific performance of this Agreement, or terminate this Agreement by written notice delivered to Purchaser. MISCELLANEOUS PROVISIONS Assig=nt 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, warranties, covenants, and agreements of the parties, as well as any rights and benefits of the parties, pertaimng to a period of time following the closing of the transactions contemplated hereby shall survive the closing and shall not be merged therein 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 Craig Ownby 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 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 other provision hereof, and this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein Page 5 of 9 c �MMoxM'I8A1PM➢ACJI�� CtlMRntt_I Ax 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 furmshed 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 Page 6 of 9 C\Mo10M\98MP1 W_A_LPrcoM cl IA DATED tlus � day of 2000 PURCHASER THE CITY OF DENTON, TEXAS BY Michael MJez erCity 215 E McKinney Denton, Texas 76201 ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM. HERE SELLER KDRC B Limited Partnerslup, Being the same linuted partnerstup as K D.R C. II, Ltd By K D R C Partnerstup aWa KDRC-I, Its General Partner 0 c �w�wown�s�.sxu� u �r corvtn,�cti_� as SELLER'S ADDRESS 1108 West Pioneer Parkway, Suite 300 Arlington, Texas 76013 ACKNOWLEDGMENT THE STATE OF TEXAS §�/!7`� COUNTY OFTQf/Ct,U'f' § This instrument was acknowledged before me on it I -° , 2000 by Craig Ownby, Managing General Partner of K D R C Partnership a/k/a KDRC-1, General Partner of KDRC II Limited Partnership, being the same limited partnership as K D R C II, Ltd, a Texas limited partnership, on behalf of said limited partnerslup Notary Public, in and for the State of Texas My Commission Expires O ' / �L w'-> Page 8 of 9 C kWnEow\T"MP%DRC II IR_COM al d "EXHIBIT A" All that certain lot, tract or parcel of land lying and being situated in the T Toby Survey, Abstract No 1288 of Denton County, Texas, and being part of a (called) 200 acre tract as described in a deed from 270 J V , a Joint Venture to KDRC II Limited Partnership, dated August 23, 1994, as recorded under County Clerk's File No 94-R0066002 of the Real Property Records of Denton County, Texas, and being more particularly described as follows COMMENCING from a point for corner at the southwest corner of said 200-acre tract in the middle of Riney Road, THENCE South 890 09' 06" East with the south line of said 200-acre tract, a distance of 41103 feet to the POINT OF BEGINNING of the herein -described tract, THENCE North 000 5701" East, a distance of 315 04 feet to a point for corner, THENCE South 220 46' 29" East, a distance of 207 56 feet to a point for corner, THENCE South 000 48' 37" West, a distance of 124 87 feet to a point for corner on the south line of said 200-acre tract, THENCE North 890 09' 06" West with the south line of said 200-acre tract, a distance of 83 82 feet to the POINT OF BEGINNING and containing in all 0 4221 acres of land Page 9 of 9