1998-330AN ORDINANCE APPROVING A REAL ESTATE CONTRACT BETWEEN THE CITY OF
DENTON AND HILLWOOD INVESTMENT LAND, L P, RELATING TO THE PURCHASE
OF 0 164 ACRES OF LAND FOR THE EXPANSION OF U S HIGHWAY 77 (PARCEL 8A)
AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING AN
EFFECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS
SECTION I That the City Manager ~s hereby authonzed to execute a Real Estate
Contract between the Oty and Hlllwood Investment Land, L P, in substantially the form of the
Real Estate Contract which ~s attached to and made a part of th~s ordinance for all purposes, for
the purchase of 0 164 acres of land for the expansion of U S H~ghway 77 (Parcel 8A)
SECTION II That the C~ty Manager ~s authorized to make the expenditures as set forth
~n the attached Real Estate Contract
SECTION III That this ordinance shall become effective tmmethately upon its passage
and approval
PASSED AND APPROVED th~s the 3~z~7~ dayof ff'~e~)/~-~/~ ,1998
JACI~ILLER, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FO~
HE~ERT L PROUTY, CITY ATTO~EY
REAL ESTATE CONTRACT
STATE OF TEXAS
COUNTY OF DENTON
THIS CONTRACT OF SALE is made by and between Hlllwood
Investment Land, L.P. (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 to the State of
Texas, acting by and through the Texas Transportation
Commission, 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 ad3acent streets, alleys or rights-
of-way (all of such real property, rights, and appurtenances
being hereinafter referred to as the "Property"), for the
consideration and upon and subject to the terms, provisions, and
conditions hereinafter set forth, but excluding all the oil,
gas, sulfur and underground water, in, on or under the property.
Seller shall pay all cost for the removal, installation,
construction, relnstallatlon, reconstruction, labor and
materials for any improvements currently located within the
property described in Exhibit "A". Any improvements not removed
by January 1, 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 $8146.45.
2. Payment of Purchase Price. The full amount of the
Purchase Price shall be payable ~n 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 ~s or ~s not
satisfactory. In the event Purchaser states the condition of
title is not satisfactory, Seller may, at Seller's option,
promptly undertake to el~mlnate or modify all unacceptable
matters to the reasonable satisfaction of Purchaser. In the
event Seller ls unable or w~lllng to do so within ten (10) days
after receipt of written notice, th~s Agreement shall thereupon
be null and void for all purposes; otherwise, this condition
shall be deemed to be acceptable and any ob]ect~on thereto shall
be deemed to have been waived by purchaser 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 ~mprovements, highways, streets, roads,
railroads, rivers, creeks, or other water courses, fences,
easements, and r~ghts-of-way on or adjacent to the Property, ~f
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 compr~slng the Property, together with a
metes and bounds descrlptlon 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 w~thln the ten (10)
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
sat~sfactlon of Purchaser. In the event Seller is unable or
willing to do so within ten (10) days after receipt of written
not~ce, 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
not~ce 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 Seller to Purchaser also as of the closing date'
1. To the current actual knowledge of Seller 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 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 October 30, 1998, or at such title company,
t~me, 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 State of Texas, acting by and through the
Texas Transportation Commission a duly executed and
acknowledged Deed ~n the form as attached hereto as
AEE008 FE PAGE 3
Exhibit "B" conveying good and indefeasible title in fee
simple to all of the Property, free and clear of any and
all liens, encumbrances, conditions, easements, asses-
sments, 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 or deemed
approved by Purchaser pursuant to
Purchaser's Obligations hereof; and
3. Any exceptions approved by Purchaser
in writing.
B. Deliver to Purchaser a Commitment for 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
Seller's 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
covenants shall be endorsed "None of
Record" if there are none,
3. The exception for taxes shall be
limited to the year of closing and shall
be endorsed "Not Yet Due and Payable",
and
AEE008FE PAGE 4
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. All taxes assessed by any tax collection
authority through the date of Closing shall be prorated. 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
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. Purchaser represents
and warrants to Seller that it has not employed any agent or
broker in this transaction and indemnifies Seller from any and
all claims for commission to any agent or broker claiming by,
through or under purchaser.
BREACH BY SELLER
In the event Seller shall fall to fully and timely perform
any of its obligations hereunder or shall fall to consummate the
sale of the Property except due to Purchaser's default,
Purchaser may either enforce speclflc performance of this
Agreement or terminate this Agreement by written notice
delivered to seller.
BREACH BY PURCHASER
In the event Purchaser should fall 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 not be
assigned by Purchaser without the express written consent of
Seller. Seller may assign this agreement.
2. Survival of Covenants. Any of the representations, war-
rantles, 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 for a period of 180 days 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 mall, postage prepaid, certified mall, 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 ADDiY. 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
invalidity, illegality, or unenforceablllty 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.
AEE008FE PAGE 6
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 nua~er 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 Purchaser's 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 Seller, Purchaser shall have the right to terminate this
Agreement upon written notice to Seller.
DATED this ~ day of ~ , 1998.
SELLER PURCHASER
Hlllwood Investments Land, L.P. ~ THE ~ITy OF~ENTO~, TEXAS
BY.GeneralHlllwOOdpartnerOperatlng, L.P ,
//
City, Manager
BY: Hillwood Development 215 E. McKlnney
Co~orat~on, General Denton, Texas 76201
~Hlllwood Development
Corporation
13600 Heritage Parkway
Suite 200
Ft. Worth, Texas 76177
AEE008FE PAGE 7
STATE OF TEXAS
COUNTY OF DENTON
Thl~ l~s~rument is a:k~81ebdyge~?~ ~th~lsty~ ~n gdearY of
/J~7~D~f a , 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/~lty for purposes and
consideration therein expressed, and/~ the capacity therein
stated.
~%,k~;/ ~yc~mm~.icnE~s ~ Nota~ry-PU~l/C in ~nd for
[~.!.~ , ~.A,¥9, Z0_? ~ the State of Tex~s
STATE OF TEXAS
coUNTY D .NTON .m h a
~hl~ lr%strument is acknowled__~before me, on this ~ day of
~., 1998 by- -- , ~-s~3~t, 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 Publ c in and fbr
the State of Texas
AEE008FE PAGE 8
EXHIBIT 'A"
Coumy Denton Page 1 of 1
Highway U.S. 77
Project EmitS' From J~ Ray. October 26, 1994
To
CS J: I).I.[F~2Z:
Account.
FIELD NOTES FOR PARCEL 8A
BEING A PARCEL OF LAND SITUATED IN A CALLED 1.9177-ACRE PARCEL OF LAND (TRACT 2) CONVEYED
TO HILLWOOD LAND/DENTON LTD. RECORDED IN VOLUME 2470, PAGE 690, DEED RECORDS DENTON
COUNTY, TEXAS (DRDCT), AND BEING SITUATED IN THE NATHAN WADE SURVEY, ABSTRACT NO. 1407,
CITY OF DENTON, DENTON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS
COMMENCING for reference et s found fence poet from which the southwest comer of said HIIIwood Tract 2
beere S 01 o 07' 11" W, s distance of 16.81 feet;
THENCE N 01 · 07' 11 ' E, along the west property line of caid HIIIwood Tract 2 and the east property line of a
10-asre parcel of land conveyed to Cecil A. King (King tract), recorded in Volume 377, Page 70, DRDCT, a
al,stance of 41~5.99 feet to a set 5/8-inch Iron rod with an aluminum cap, being the POINT OF BEGINNING, same
being a po,hr on the new eouth right of way line of U.S. 77;
(1) THENCE N 01° 07' 11" E, with the line common to HIIIwood Tract 2 and said King tract, a
distance of 23.53 feat to a found 1/2-Inch iron rod for the northwest comer of said Hillwood
Tract 2, same be,no a northeast comer of said King tract and being In the existing south right of
way line of U.S. 77,
(2) THENCE S 58° 12' 13" E, along the north line of said Hlllwood Tract 2 and the existing south
right of way line of U.S. 77, a distance of 352.72 feet to a found braes cap, same being the
northeast comer of said HIIIwood Tract 2, came being s point on the existing north right of way
line of Loop 288,
(3) THENCE S 01 · 31' $3' W, along the east line of said Hlllwood Tract 2 and the west line of
Loop 288, s distance of 23 51 feet to a set 5/8-inch iron rod with an aluminum cap in the new
south right of way line of U.S. 77,
(4) THENCE N 58o 11' 36. W, with the new south right of way line of U.S. 77, a distance of 352 56
feet to the POINT OF BEGINNING, and containing 0.164 acre, or 7,148 equare feet of land, more
or lass.
John F. Wilder, R.P.L.S.
Date
Texas No 4288
Texas Depa~auent o~ Tma~pomlion EXHIBIT "B"
~ D-I~-i4
~S~I~ Rev 9~1
DEED
~ STA~ ON ~
}
CO~ O~ } ~OW ALL MEN BY T~SE PRESENTS'
of the County of , State of Texas, hereinafter refened to as Grantors, whether
one or more, for and in conslderatton of the sum of
Dollars ($ ) to Grantors
m hand paid by the State of Texas, aclmg by and through the Texas Transponatton Conm~.. ston, receipt of
winch ~s hereby acknowledged, md for winch no lien ~s retained, either expressed or nnplied, have this
.day.Sold and.by~e~ jpresents do Grant, Bargain, Sell and Convey unto the State of Texas all that c~nam
~b~t ,o,r~ p,~ o. zlano m County, Texas, more pamc~larly desm'hed m F_.x-
It A, ~ Wluon ~s attached hereto and incorporated hereto for any and all proposes
S.AVE and EXCEPT, HOWEVER, It is expressly understood and agreed that Grantors are retaining
t~tle to the following anprovements located on the property descnhed m smd Extub~t "A," to wit
Grantors covenant and agree to remove the above-dascnhed m~rovements from said land by the ..
day of ~ ,19 , subject, however, to such extensions of tm~e as may be granted
by the State m writing; and fi, for any reason, Grantors fml or refuse to remove same within smd period of
mne prescribed, then, w~thout any fur, her consldera~on, the title to all or any pan of such waprovements
not so removed shall pass to and vest in the State of Texas forever
Grantors reserve all of the otl, gas and sulphur m and under the land hereto conveyed but wmve all rights
of m,g..tess and egres, s. to the .surface thereof for the purpose of exploring, developing, mmmg or drRhng for
same, however, notlung m tins reservation shall affect the nde and rights of the State to take and use all
other minerals and materials thereon, therein and thereunder
Texas Deps~ment o~ Tnmspommon
Pona D-IS-t4
Pase2of3 R~ 9~1
TO ~VE AND TO HOLD ~c pm~es hm~ ~sc~d ~d ~mm conveyed toget~r Wl~ ~l md
sm~ t~ n~ts md ~e~ ~to m my w~e ~ongmg ~to ~ Sm~ of T~ ~d ~ ~sx~
fomv~r; ~d Grmton do ~m~ brad o~ws, ~ h8~, ~c~to~, ~ton, suc~sso~ ~d ~-
s~ to W~t md Fo~ ~d ~ ~d s~hr ~ s~ ~cs h~m co~sycd ~to ~ St~ of
Tex~ ~d ~ ~sl~ ag~t ~v~ ~ w~v~ ~y ~g or to ~ ~ s~ or ~y p~
~e~of
~ ~ESS ~REOF, ~ ~t h ~e~t~ on ~ ~e day of
, li~
ACKNOWLEDGMENT
THE STATE OF TEXAS, }
COUNTY OP
BEFOR~ ME, Ihe undersigned, a Notary Public, ca ~s day p~r~onnfly appeared
, known to me (or proved
to me on the oath of , a cn~dlble wtmess,) to be the person(s) whose
name(s) ~s (are) subset/bed to th~ foregoing msmuneot and a~mowledged to me that be/she/they executed the same for ~he
perpeses nmi consideration therein
OIVEN UNDER MY HAND AND SEAL OF OFFICE, thts day of ,19
Norm? Pubhc, State of Tox~s
************************************************************************************
CORPORATE ACKNOWLEDGMENT
THE STATE OF TEXAS,
COUN'I~ 0F }
BEFORE M~, the undersigned, a Nom~/Public, on this day personally appeared
Of , known tO
me to be the pemon and officer whose name/s subscribed to ~he foregoing tmtmment and acknowledged to me thnt the same
was the act of the sa/d , a coxporation, that he/she was
duly authorized to perform dm same by appropriate resolution of file bonn/of directors of such corporation and ~h., be/she
execoted the same as the act of such cmporatt~m fc~ the proposes and comideratton thexetn e~ ~ ~ ~e ~i~
GIVI~ U'NDBR MY HAND AND SBAL OF OPFICIL this day of ,19
Not~u7 Publio, 3taro of* Toxas
My Comrnf_~sion exp/xe8 on the day of ,19
Texas nepa~m~t of 'l~spo~atmn
~ D-IS-14
Pase3of3 Rev 9/91
After recording please return this instrument to:
CERTIFICATE OF RECORDING
THE STATE OF TEXAS, }
cold,fY OP }