1998-331AN ORDINANCE APPROVING A REAL ESTATE CONTRACT BETWEEN THE CITY OF
DENTON AND HILLWOOD INVESTMENT LAND, L P, RELATING TO THE PURCHASE
OF 0 1491ACRES OF LAND FOR THE EXPANSION OF U S HIGHWAY 77 (PARCEL 8B)
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 authorized to execute a Real Estate
Contract between the City and Hfilwood Investment Land, L P, ~n substantmlly the form of the
Real Estate Contract which ~s attached to and made a part of th~s ordinance for all purposes, for
the pumhase of 0 149 acres of land for the expansmn of U S H~ghway 77 (Parcel 8B)
S~CTION II That the C~ty Manager ~s authorized to make the expen&tures as set forth
~n the attached Real Estate Contract
SECTION III That th~s orthnance shall become effective ~mmedlately upon ~ts passage
and appr6val
PASSED AND APPROVED thls the ~ ~ dayof fff/.d~h~P'~ .1998
JACI~ILLER, MAYOR
ATTEST[
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
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 here~n.
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 adjacent 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 $4525.60.
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 may, 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 or willing 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 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 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 encroactuments on the Property and shall set forth the
nua~ber 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
may, 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 or
willing 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 warrant~es 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 L~ab~llty 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,
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 State of Texas, acting by and through the
Texas Transportation Commission a duly executed and
acknowledged Deed in the form as attached hereto as
AEE008FE PAGE 3
Exhabit "B" conveying good and Indefeasible tatle an fee
simple to all of the Property, free and clear of any and
all laens, encumbrances, condatlons, easements, asses-
sments, and restrictaons, except for the followang'
1. General real estate taxes for the
year of closang and subsequent years not
yet due and payable;
2. Any exceptaons approved or deemed
approved by Purchaser pursuant to
Purchaser's Oblagations hereof, and
3. Any exceptaons approved by Purchaser
an wrating.
B. Deliver to Purchaser a Commatment for a Texas
Owner's Polacy of Title Insurance at Purchaser's sole
expense, assued by Dentex Tatle Company, Denton, Texas,
(the "Tatle Company"), or such tatle company as Seller
and Purchaser may mutually agree upon, an Purchaser's
favor an the full amount of the purchase prace, ansuring
fee sample title for the State of Texas to the Property
subject only to those tatle exceptaons lasted in
Seller's Requirements hereof, such other exceptaons as
may be approved in wrltang by Purchaser, and the
standard pranted exceptaons contaaned an the usual form
of Texas Owner's Polacy of Tatle Insurance, provaded,
however.
1. The boundary and survey exceptions
shall be deleted zf requared by
Purchaser and if so required, the costs
assocaated with same shall be borne by
Purchaser;
2. The exceptlon as to restrzctave
covenants shall be endorsed "None of
Record" if there are none,
3. The exceptaon 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
encumberzng 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. Ail taxes assessed by any tax collection
authority through the date of Closlng shall be prorated. All
other costs and expenses of closing in consummating the sale and
purchase of the Property not speclf~cally allocated here~n shall
be paid by Purchaser and Seller.
REAL ESTATE COMMISSION
Any real estate commissions occasioned by the consummation
of th~s Agreement shall be the sole respons~bzl~ty 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 thms transaction and indemnifies Seller from any and
all claims for commission to any agent or broker cla~mlng by,
through or under purchaser.
BREACH BY SELLER
In the event Seller shall fa~l to fully and timely perform
any of its obligations hereunder or shall fa~l to consummate the
sale of the Property except due to Purchaser's default,
Purchaser may e~ther enforce specific performance of thzs
Agreement or terminate this Agreement by wrztten not~ce
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 havzng been
satisfied and Purchaser being ~n default Seller may either
enforce speciflc performance of this Agreement, or termlnate
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 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
invalidity, illegality, or unenforceablllty shall not affect any
other provision hereof, and this Agreement shall be construed as
if the invalid, ~llegal, or unenforceable provls~on 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 number shall be held to include the
plural, and vice versa, unless the context requires otherwIse.
10. Memorandum of Contract. Upon request of elther party,
both parties shall promptly execute a memorandum of this
Agreement suitable for f~llng of record.
11. Compllance. In accordance w~th the requirements of the
Texas Real Estate License Act, Purchaser is hereby advised that
it should be furnished w~th or obtain a policy of title
lnsurance or Purchaser should have the abstract covering the
Property examined by an attorney of Purchaser's own selection.
12. T~me Llmlt. In the event a fully executed copy of th~s
Agreement has not been returned to Purchaser w~thln ten (10)
days after Purchaser executes thls 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 ii'PURCHASER
H~llwood Investments Land, L.P ~" THE'qEITY OF DENTON, TEXAS
BY. Hlllwood Operating, L.P.,
General Partner // ~'~ ~anag~r'!
BY Hillwood Development 215 E. McKlnney
Corporatlon, General Denton, Texas 76201
/artner
(/ \ nwood Development
v · Corporation/
13600 Heritage Parkway
Suite 200
Ft. Worth, Texas 76177
AEE008FE PAGE 7
STATE OF TEXAS
COUNTY OF DENTON
th
~F-- , 1998 by ~ Clty 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, an~ in the capacity therein
stated.
~__.~!,~?0~____lthe State of Texa~
STATE OF TEXAS
coUNTY DENTO
~hl~_ln~trument is acknowledged beforelme, on this ~ day of
~, 1998 by .... n, B~ee~, 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 sa~d corporation.
the State of Texas
AEE008FE PAGE 8
EXHIBIT 'A"
County Denton Page 1 of 1
Highway U.S. 77
Project Umita From I.H. 36 Rev. June 30, 1994
To U.S. 380
csJ
Account
FIELD NOTES FOR PARCEL 8B
BEING A PARCEL OF LAND SITUATED IN A CALLED 23.6775-ACRE PARCEL OF LAND (TRACT 1 ) CONVEYED
TO HILLWOOD LAND/DENTON LTD. RECORDED IN VOLUME 2470, PAGE 690, DEED RECORDS DENTON
COUNTY, TEXAS (DRDCTI, 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 · 112-inch iron rod found for an Interior ell corner on the west line of said HIIIwood
Tract 1, being in the south line of the right of way for Loop 288,
THENCE N 35° ,53' 89" E, with the west line of said HIIIwood Tract 1, being the east hne of said right of way,
a distance of 90.23 feet rathe POINT OF BEGINNING, marked by · 5/8-Inch iron rod set with an aluminum cap,
said point being on the new south right of way line of U.S 77,
(1) THENCE N 36° 53' Bg' E, along the west line of said Hillwood Tract I and the south line of
Loop 288, · distance of 20.63 feet to a found brass monument for the northwest corner of said
Hillwood Tract 1 in the existing south right of way line of U S 77,
(2) THENCE S 58° 09' 01" E, along the north line of said Hillwood Tract 1 and the existing south
right of way line of U.S 77, a distance of 309 92 feet to a found 3/8-inch iron rod for the
northeast coroer of said Hillwood Tract 1, same being the northwest corner of · celled 239 388-
acre parcel of land conveyed to TI 239 B. Joint Venture and recorded m Volume 2432, Page 21,
DRDCT, end being in the existing south right of way line of U S 77,
(3) THENCE S 01 o 08' 07' W, leaving said right of way and along a line common to aa~d TI tract and
said Hillwood Tract 1, a distance of 23 65 feet to set 5/8-~nch ~ron rod with an aluminum cap ~n
the new south right of way line of U S 77,
{4) THENCE N 58° 11' 36" W, leaving sa~d line and with the new south right of way hne of U S 77,
a distance of 323 45 feet to the POINT OF BEGINNING, and containing 0 149 acre, or 6,479
aClUere feet of land, more or less
John F Wilder, R.P.L.S. Date
Texas No 4285
Texaa Depataneat of Ttanaponaeoa EXHTBIT "B"
Pom~ D-15,14
Page 1 o~3 Rev 9/91
DEED
THE STATE OF TRX, AS }
}
COUNTY OF } KNOW ALL MEN BY THESE PRESENTS:
of the County of , Sta~e of Texas, heremafler referred ~o as Oran~ors, whether
one or more, for and m conslderauon of ~he sum of
Dollars ($ ) to Grantors
m hand paid by ~he Sta~e of Texas, actmg by and .~r, ough ~he Texas Transponanon Conumsmon, receipt of
which is hereby acknowledged, and for winch no lien is retamed, either expressed or nnphed, have d~s
day Sold and by these ~resents do Grant, Bargain, Sell and Convey unto the Stale of Texas all that certain
tract or parcel of land m Coumy, Texas, more paruculafly descnbed m Ex-
inblt "A," which is aitached hereto and mcorporated hereto for any and all purposes
SAVE and EXCEPT, HOWEVER, it is expressly understood and agreed tha Grantors are retammg
tide to the followmg nnprovements locieed on ~he pwpeny dascnbed in said H.v, hlblt "A," ~O Wit
Grantors covenant and agree ~o remove the above-described nnprovements from said land by the
day of ,19 , subject, however, to such extensions of tune as may be granted
by the S~ate in writmg, and ~f, for any reason, Graixors fail or refuse to remove same wlthm said penod of
tune prescribed, then, without any further considerauon, ~he tide to all or any pan of such unprovements
not so removed shall pass to and vest m the State of Texas forever
Grantors reserve all of the od, gas and sulphur m and under the land hereto conveyed but waive all nghts
of mg.ress and egre. s.s, to the.?urface thereof .for. the. purp. ose of exploring, de_v. elopmg, mmmg or drilling for
same, however, nommg m uns reservanon snail affect me tide and nghts et' me ~ta~e to take and use all
other rmnerals and materials thereon, therein and thereunder
Texas D~pamneat of Transpomttton
lZonn D-15-14
Pag~2of3 Rev 9~1
TO HAVE AND TO HOLD the premises hereto described and horem conveyed together wzth all and
smgular the rights and appunenan .ces thereto in any w~se belonging unto the State of Texas and ~ts asszgns
forever, and Grantors do hereby brad ourselves, our hou-s, executors, administrators, successors and as-
s~gns to Warrant and Forever Defend all and singular tim said prem~es hereto conveyed unto the Stnte of
Texas and,its assigns against every person whomsoever lawfully clazmmg or to claun tho same or any part
thereof
IN WITNESS WHEREOF, tim mstmmant is oxocuted on th~s the day of
,19
ACKNOWLEDGMENT
THE STATE OF TEXAS, }
COUNTY OF !
BEFOR~ M~ the undersigned, a Norm3, Public, on this day personally appeared
, known to me (or proved
to me on the oath of , a c~dtble wlmess,) to be the person(s) whose
name(s) is (al~) subscribed to th~ fo~gohlg tl~mmea~ and admowled~ed to me that he/she/they executed the same for the
GIVEN UNDER MY HAND AND SIL4J., OF OI~ICE, this day of ,19
Notmy Pubfic, Stat~ of Texas
My Co~mt,sioa exph~ m th~ dsy~ ,19
************************************************************************************
CORPORATE ACKNOWLEDGMENT
THE STA~ OF TE~S,
B~O~ ~. ~ un~i~d, a N~ ~b~c. ~ ~ ~y ~o~y ~pe~d
of , ~own to
me m ~ ~ ~on ~d o~ who~ ~e ~ m~ to ~ forgoing ~ent ~ a~l~g~ m me ~ ~ s~e
w~ ~ m 0f ~ s~d , a ~onuon, ~t h~s~ w~
d~y ~m~ ~ ~ ~ sine ~ ~ ~uam of ~ ~ of ~mn of ~ c~on ~ ~ ~/~
~ ~ s~ m ~ ~ of~ ~m f~ ~ ~ ~ ~m ~ e~ md ~ ~ ~p~F
O~ ~ ~ ~ ~ S~ OF O~. ~l, ~y of .19
No~uy Publio, State o~ T~xa~
My Co~nmtR~ion expu~s o~ the day of ,19
Texas D~pamnent of Tmnspomtion
Porto D- 15.14
Paso~of~ Rev 9/91
After recording please return this instrument to:
CERTIFICATE OF RECORDING
THE STATE OF TEXAS, }
COUNTY OF }