HomeMy WebLinkAbout1999-078P 4narMWep,LLOLwwDttumd�Y`ANloeous199�CaJ ]DIM vm,vrcx2 R1811wq 17 arc
ORDINANCE NO 07 — 619
AN ORDINANCE APPROVING A REAL ESTATE CONTRACT BETWEEN THE CITY OF
DENTON AND COTI, JOINT VENTURE, RELATING TO THE PURCHASE OF 1 073
ACRES OF LAND FOR THE EXPANSION OF U S HIGHWAY 77 (PARCEL 13E),
AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, 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 Coti, Joint Venture, 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 1 073 acres of land for the expansion of U S Highway 77 (Parcel 13E)
SECTION II That the City Manager is authorized to make the expenditures as set forth
in the attached Real Estate Contract
SSECTION III That this ordinance shall become effective immediately upon its passage
and approval
PASSED AND APPROVED this the A day of 11999
JACXAILLER, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
BY /
APP ED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
BY 7144—•
REAL ESTATE CONTRACT
STATE OF TEXAS
COUNTY OF DENTON
THIS CONTRACT OF SALE is made by and between COTI JOINT
VENTURE (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 April 30, 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 $7,511 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 Survev 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
AEE008FE PAGE 2
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 Seller4to Purchaser also as of the c1 s})ng date
�� 1/4.E SedT %'//it•a r��YJu�/aeC�rJ
1 There are no part es 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 April 30,1999, 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")
AEE008FE PAGE 3
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 Drainage Easement Document 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 Obligation 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",
AEEOOSFE PAGE 4
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
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
AEE008FE PAGE 5
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, 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
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
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
AEEOO8FE PAGE 6
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 to Seller
C� �
DATED this _L day of -� ��� , 1999
COTI JOINT VENTURE
Robert L Kaminski,
Manager
AEE008FE
PAGE 7
PURCHASER
THE CITY OF DENTON, TEXAS
B
1 el W Je
City Man ger
215 E McKinney
Denton, Texas 76201
STATE OF TEXAS
COUNTY OF DENTON
This
�instrument is acknowledged before me, on this Z day of
-, 199_t- 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
4 JENNIFERK WALTERS ary blic in and for
Nomry Public Smro of rexnn the State of Texas
My CnmminRmn Expires
December 19, 2002
STATE OF TEXAS J�
COUNTY OF HEN°Bt F,'O
A��r
ents acknowledged before me, on this��%day of
199Vby Robert L Kaminski
DIANE E DERRYBERRY PryPublic In d f
Notary Public, State ofTexm the State of Te a
My Commission Expires 07-0749 11.11
AEE008FE PAGE 8
EXHIBIT "A"
County Denton Page 1 of 1
Highway U.S. 77
Project Limits From I.H 35 Rev August 24, 1994
To U.S.380
CSJ. 01 9 5-02
Account
FIELD NOTES FOR PARCEL J19
BEING A 60-FOOT WIDE DRAINAGE EASEMENT SITUATED IN A CALLED 14 198-ACRE TRACT CONVEYED TO
COTI JOINT VENTURE (COTI J V), RECORDED IN VOLUME 1688, PAGE 9, DEED RECORDS OF DENTON
COUNTY, TEXAS (DRDCT), AND BEING SITUATED IN THE J.S COLLARD SURVEY, ABSTRACT NO 297, 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 comer of said Con J V tract, same
being the southeast corner of a called 23 212-acre tract of land conveyed to Brian P Catalano, Trustee, recorded
in Volume 2219, page 645, DRDCT, and being in the centerline of Riney Road,
THENCE N 000 39' 12" E, along the line common to said Con J V tract and said Catalano tract, a distance of
23 86 feet to a set 5/8-inch von rod with an aluminum cap for the POINT OF BEGINNING,
(1) THENCE N 000 39' 12" E. along a line common to said Con J V tract and the Catalano tract, a
distance of 797 16 feet to a set PK nail with shiner on the new south right of way line of U S 77,
(2) THENCE S 580 11' 36" E, along the new south right of way line of U S 77, a distance of 70 11
feet to a set 5/8-inch iron rod with an aluminum cap,
(3) THENCE S 000 39' 12" W, leaving said right of way, a distance of 761 21 feet to a set 6/8-inch
Iron rod with an aluminum cap,
(4) THENCE N 890 02' 41" W, a distance of 60 00 feet to the POINT OF BEGINNING, and containing
1 073 acres, or 46,751 square feet of land, more or less
John F Wilder, R P L. S
Texas No 4285
Date
62434AEV
Texas Department of Transponatton EXHIBIT "B"
Form D•15.31
Page i of 3 Rev 9/91
Drainage Easement for Highway Purposes
THE STATE OF TEXAS
COUNTY OF
That,
KNOW ALL MEN BY THESE PRESENTS.
of the County of , State of Texas, hereinafter referred to as Grantors, whether one
or more, for and in consideration of the sum of
Dollars ($ ) to Grantors in hand
paid by the State of Texas, acting by and through the Texas Transportation Commission, receipt of which
is hereby 1 acknowledged, and for which no lien is retained, either expressed or implied, do by these
presents Grant, Bargain, Sell and Convey unto the State of Texas an easement in, along, upon and across
the �iropetry which is situated in the County of , State of Texas, which is more
panic ady described in Exhibit "A," which is attached hereto and incorporated herein for any and all
purposes.
This easement conveyed herem is for the purpose of opening, constructing and maintaining a permanent
channel or drainage easement in, along, upon and across said premises described in Exhibit "A" together
with the right and privilege at all tunes of the Grantee herein, its agents, employees and representatives of
ingress and egress to and from said premises for the purpose of making any improvements, modifications
or repairs (which the State deems necessary
And for the same consideration described above and upon the same conditions, the Grantors have this day
granted acid conveyed and by these presents do grant and convey unto the State of Texas any and all un-
9p remenRs presently existing upon the pmpeity described m said Exhibit "A," SAVE and EXCEPT,
HOWEV>$R, it is expressly understood and agreed that Grantors are retammg tale to the following
unprovements located on the aforesaid property, to wit.
Grantors covenant and agree to remove the above -described unpmvernents from said land by the
dayof , 19 , subject, however, to such extensions of tune as may be granted
by he State ht writing; and if, for any reason, Grantors fail or refuse to remove same within said period of
tune presctibed, then, without any further consideration, the title to all or any part of such improvements
not so removed shall pass to and vest in the State of Texas forever
As a part of the grant hereby made it is agreed between the parties hereto that any stone, earth, gravel or
cahche which may be excavated in the opening, construction or maintenance of said channel or dramage
easement may be removed from said premises by the State and utilized in the construction and mainte-
nance of the State highway system ofTexas.
TO HAVE AND TO HOLD the premises described in Exhibit "A" for said purposes together with all
and singular the rights, privileges and appartertances thereto in any manner belonging, unto the State of
Texas forever, and Grantor hereby binds itself, its hairs, successors or assigns, to Warrant and Forever
Defend, all and singular, the said easement herein conveyed unto the State of Texas, its successors and
assigns, against every person whensoever lawfully claiming or to claim the same or any part thereof
Texas Department of Transportation
Perm 0+15.31
Page 2 of 3 Rev 9/91
IN WITNESS WHEREOF, this instrument is executed on this the
day of ' lg
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ACKNOWLEDGMENT
THE STATE OF TEXAS,
COUNTY OF
BEFORE ME, the uudensigaed, a Notary Public, on this day personally appeared
known to me (or proved
to me on the oath of a credible witness,) to be the person(s) whose
name(s) is (am) subscnbed to the foregoing instrument and acknowledged to me that lWshe/they executed the same for the
Purposes and consideration thereto expressed,
GIVEN UNDER MY HAND AND SEAL OF OFFICE, thts day of
Notary Public, State of Texas
MY c1ca aission wpm an the day of
, 19_
, 19_
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CORPORATE ACKNOWLEDGMENT
THE STATE OF TEXAS,
COUNTY OF
BEFORE ME, rho undersigned, a Notary Public, on this day personally appeared
of known to
rue to be the parson and offices, whose tame is subscribed to the foregoing mstrumem and acknowledged to me that the same
was the act of the said , a corporation, that he/she was
duly suthatimd to Porfmn the same by appropriate resolution of the board of directors of such corporation and that he/she
executed the same as the act of such corporation for the purposes and consideration thamm expressed, and in the capmty
therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of , 19_
Notary Public, State of Tax"
My Commission expires on the _ day of , 19_
Tema Department of Transportation
Form D-15-31
Page 3 of 3 Rev 9191
After recording please return this instrument to:
0
o�
CERTIFICATE OF RECORDING
THE STATE OF TEXAS, )
COUNTY OF )