1996-152AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY
MA/NAGER TO EXECUTE A CONTRACT BETWEEN THE CITY AND RED DEVELOPMENT,
LLC FOR THE PURCHASE OF REAL PROPERTY FOR LANDFILL EXPANSION,
AUTHORIZING THE EXPENDITURE OF FUNDS, AND PROVIDING FOR AN
EFFECTIVE DATE
THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I That it approves the attached agreement between the
City of Denton and RED Development, LLC for the purchase of real
property for landfill expansion and authorIzes the City Manager to
execute the agreement on behalf of the C~ty
~ That it authorizes the expenditure of funds in
accordance with the terms of the agreement
SECTION III That this ordinance shall become effective
immediately upon its passage and approval
PASSED AND APPROVED th~s the ~/~ day of ~-J~, ,
1996
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
ALL of that certaln tract or parcel of land situated in the Gideon
Walker Survey, Abstract 1330, Denton County, Texas, being part of
a (called) 61 67 acre tract of land described an a deed from O R
Sullivan to H S Rhine on January 5, 1943, recorded in Volume 297,
Page 584, Deed Records of sald County and being more fully
described as follows
BEGINNING at the northwest corner of sa~d 61 67 acre tract of land
~n Edward's Road,
THENCE south 86° 53' east along and near a fence a distance of
1412 5 feet to a fence corner at the northeast corner of sa~d 61 67
acre tract,
THENCE south 2° 14' west along and near a fence a d~stance of
370 04 feet to a point for corner,
THENCE north 86° 53' 00" west a distance of 1420 36 feet to a point
in the west l~ne of said Brock~e tract,
THENCE north 3° 27' 00" east wlth the west line of said tract 300 0
feet to the Point of Beginning and containing 12 0310 acres of
land
KEAL ESTATE C~CT
STATB OP T~XAS §
COUNTY OP DENTON
T~IS CONTRACT OF SAL~ iS ma~e byrd between ~D Development,
~C (hereinafter referre~ to as "Seller~) and CI~ OF D~,
TE~, a ~me ~le municipality, of Dent~, Denton County, Te~,
(hereinafCe~ ~efe=~e~ to as ~Purchaser'), upon the te~e
co~C~one set forth herein.
Seller hereby Belle and agrees =o convey (if its aon~ract of
sale w~t~ Ja~e L Brockie, ~ted June 21, 1996, closes and th~
places title ~n Seller of the property described in ~xhlb=t A ~o
Chis oonCraot with rights and privileges sufficient ~o meet
representations, refinements and warranties r~lred of Seller
~rein) ~d ~rohaser hereby purchases &nd agrees =o pa~ for, the
tract of l~d in Denton, Denton County, Texas, being
~a~Loularl~ descried in E~ibi= A at=ached hereto
noo~orated herein by ~eference for all pu~oses together with all
~d sin~lar the rights and appurtenances pertaining =o the prop-
erCy, including any right, title and interest of Seller in and
adJaaent streets, alleys or rights-of-way (all of such real prop-
erCy, rights, ~d appurtenances ~ng hereinafter re~erred =o as
~he ~Property~), together with any improvements, fix~ures. ~d per-
consi~ration ~ upon and s~Jec= to the =e~s, pr~msxons, ~d
con~Cio~ hereinafter se~
1. ~o~ o~ Purchase_Price The purchase price for ~he
Prope=Cy shall be ~he sum o~ $100,000.00 of which $1,000.00 shall
be de.sited as eeor~ wi~h Ba~ and Widmer a~ 9atrial paint
2. Pa~ent o~ ~rchaae ~r~ce The ~ull *mount of uhe ~rc~ee
P~ER'S OBbIGATIONS
The obligations of Purchaser hereunder =o consulate the ~ran~-
actions contemplated hereby are e~ject to the satisfaction of each
of t~e following conditions any o~ which may be waived in whole or
in part by Purchaser a~ or prior to uhe closing
I prel~m~na~ Title Re~rt W~thin twenty {20) days after
=he ~e hereof, Seller. a~ Seller'~ sole cost and expense, shall
hays caused =he Tiule Company (hereinafter defined) ~o issue a pre-
limi~ry title re~rC (=he .Title Report") accompanied by copies of
ed documents relating to easements, rights-of-way, etc ,
a£faoting the Property. Purchaser shall give Seller written notice
on or before the axp~ration of ten (10) days after Purchaser
ceives the Title Report that the cond~tion of title as set forth in
tho title binder is or is not satisfactory, and in the event Pur-
chaser states the condLtion is not satisfactory, Seller m~y,
seller's option, promptly undertake to eliminate or modify
unacceptable matters to the reasonable satisfaction of Purchaser.
In the event seller is unable to do so w~thin ten (10) days after
receipt of written notice, Purchaser may terminate this Agreement
by w~ltten notice to Seller, and this Agreement shall thereupon
terminate for sll purposes and the Escrow Deposit shall be
forthwith returned by the Title Company to Purchaser; othorw£sa,
this condi~ion shall be deemed to be acceptable and any objection
thereto sh&11 be deemed to have been waived for all purposes.
2 ob~an. Purchaser may, at Purchaser's sols cost and
a current survey of the Property, prepared by
axl~aneo,
duly licensed Texas land surveyor acceptable to Purchaser. The
survey shall be staked on the ground, and shall show tho location
of 811 i~=ovements, highways, streets, roads, railroads, rivers,
crooks, or other water covrsee, fences, easements, and righta-of-
wa~ on or ad]scent to tho Property, if any, and shall contain the
surveyor'e certification that ~hera are no encroachments on the
Pro~wty and shall set ~orth =he number of total acres comprising
tho Property, together with a metes and bounds description thereof.
Purchaser shall delLver a copy of the survey to Seller
Purchaser will have ten (5) days after receipt o~ the survey to
review and approve ~he survey. In =he event the survey
unacceptable, than Purchaser shall w~th~n the ten (S) day period,
give seller written notice of thzs Eact Seller may, aC Seller's
option, promptly undertake to eliminate or modify tho unacceptable
po==ions of the survey to the reasonable satisfaction of Purchaser.
In tho event Seller is unable to do so within ten (5) days after
reoezpt of written notice, Purchaser may terminate this ~raement,
an~ the A~reemen~ shall thereupon be null and void for all purposes
sn~ tho escrow Deposit shall b~ returned by ~he Title Compan~
Purchaser. Purchaser's failure to give seller this written notice
shall be deemed to be Purchaser's acceptance of the survey
3. seller's Comullance Seller shall have performed,
served, and complied with all of ~he covenants, agreements, and
conditions required by this Agreement =o be performed, observed,
and co~pliad with by Seller prior to or as o£ =he closing.
REPRESENTATIONS AND WARP~NTI~S O~
To the best of Seller's knowledge, 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 olos~n~
PAGE 2
1. There are no par=isa in possession of any portion of the
Propewty as lessees, tenants at sufferance, or trespassers.
2. Except for tho prior actions of Purchaser, there is no
pen~ing or threatened condemnation or similar proceeding or asses-
smelt affecting the Property, or any part thereof, nor to the beet
knowle~eand belief of Seller is any such proceeding or assessment
3. Sellew has oom~lied with all applicable laws, ordinances,
regulations, statutes, rules and restrictions relatxng to the
%. To the beet of =he seller's knowledge, =here are no toxic
or haeardous wastes or materials on or within the Property. ~uoh
toxic o= hazardous wastes or materxale include, hut ara not limited
to~ hazardous materiels or wastes as same are defined by the
Resource Conservation and Recovery Ac2 (RC~A), aa amended, a~ 2~
Co~prehensive~vironmsntalP, eeponee Compensation and LiabilicyAot
(C~R(]LA), me amended In the event any such toxic or haeardous
wastes or mntarials are found upon the Property and reasonable
xnves~igation by geller would have discovered such toxxc or
hazardous waste, and the same is not a result of mL~ration thereof
from Purchaser's ad~oining property, the Seller sh~ll be
responsible for the expense of removal of these wastes or materials
upon receipt of written notice of the presence or ~hese wastes or
ma~ariala.
CLOSING
The 0losing shall be held at the office of ~,
$13 W. Oa~, on or before .... 19960 or a~ such
title ~on~pany, ~ime, date, and place ae Seller and Purchaser may
mutua11~ agree upon (which date is herein referred to as the
"cloe£ng date")
CLOSINO REQUIREMF~NT$
1. Seller's ~eouiremente At the closing Seller sha11~
A. Deliver to Purchaser a auly executed and acknowledged
General Warranty Deed conveying good and marketable ti=la
In fee ~i~ple =0 all of the Property, free an~ clear of ~y
~d all liens, encu~rances, con~ltxons, ease~n~s, assese-
~n=s~ and res=rxo~ions, except for ~he foll~ing:
1. ~neral real es=a~e =axe~ for ~he year
due ~ payable~
2. ~y exceptions approved by Purc~eer
PAOE 3
pursuant to Purchaser's 0bll~ations here-
of, and
3. Any exceptions approved by Purchaser
B. Deliver to Purchaser a Texas Owner's Ti=la Policy
Seller's sole expense, issued by
(the "Title Company"), or such ti=la company as seller and
Purchaser may mutually agree upon, in Purchaser's favor
the full amount of =he purchase price, insuringPurshasar's
fee simple ri=la to the Property subJec= only to =hose
such other excep=ions as may be approved in wri=ing by
l~rchaser, and the standard printed excep=ions con=ained ~n
=he usual for~ o~ Texas Owner's Title Policy, provided,
however~
1. The bo~mdary and survey sxceptlon~
shall be deleted i~ required by Purchaser
and if so requirsd, the cos=s associated
with same shall be borne by Purchaser, and
2 The exception as =o restrictive cove-
nan=a shall be endorsed .None of Record"
excepC ~or any approved as listed ~n
~losina Reou~rements~
3 The exception ~or taxes shall be
l~mi=ed =o =he year of closing and shall
be endorsed #No= Ye= Due and Payable"~ and
4 The exception aa to liens encumbering
the Property shall be endorsed "None of
Record."
C. Dellver =o Purchaser possession o~ the Property on ~he
day of closing
2. Puroha~*~'e Reauiremente Purchaser shall pay the full
cash purchase price at closing in immediately available funds less
a~ount escrowed as partial payment
3. ~ seller shall pay all taxes assessed by any
=ax ~urisdic=ion through the data of closing
All o=her cos=s and expenses of closing in consumma=ing the
sale and purchase of =he Propar=y not specifically allocated herein
shall be equally shared by Purchaser and seller
PAGE 4
RF2%L ESTATE COMMISSION
Any reel estate commis~ions ~ecaeioned_by 9he consummation of
this Agreement shall be the sole responsibility of Seller, and
iellew &~eee ~o indemnify and hold harmlese Purchaser from any and
all olaim~ for these commissions
BREACH BY ~ELLER
In the event Seller shall fail to fully and timelF perform any
o£ its obligation, hereunder or shall fa~l to consummate the sale
of the pro~ex~y except Purchaser's default, Purchaser may either
enforce specific performance of this Agreement or terminate this
Agreement and Seller shall re~urnpartial payment.
BREACH EY Pb'~CHA~E~
In the event P~rchaeer should fail to consummate the purchase
o~ =ha Property, the conditions to Purchaser's obligations set
forth in PURCHASER'S 0ELI~ATIONS herin9 been satisfied and
P~roheeer being in default Seller may e~ther enforce specific
~er£orma~ce of this Agreement, or terminate this Agreement
MISCELLANEOUS
1. ~e~nment of Aureement This Agreement may not be
assigned by Purchaser wzthout the express written consent of
2. Eurv~val o~ Covenant~ Any of the representatio~s, war-
r&~iee, covenants, and agreements of the parties, as well as
any rights and benefits of the parties, pertaining to a period of
time following the closzng of the transactions contemplated hereby
shall survive the closing and shall not be merged therein.
~. Not~ce Any notice required or permitted to be delivered
hereunder shall be deemed received when sen= by Un,ted States mail,
postage prepaid, certified mail, re~urn receiDt requested, addres-
sed 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 ~he laws of the S~a~e of Texas, and
all obligations of the parties created hereunder are performable in
Den=on County, Texas
5 ~. This Agreement shall be binding upon and
in, re to the benefit of the par=les and their respective heirs,
executors, administrators, legal representatives, successors end
permitted by this Agreement
PA~E ~
. ~n oas~ ~y one or more of the pro-
visions contained in thieAgreement snaAa for any reason be held to
be Anvalid, illegal, or unenforceable in any respect, said
va~ldity, illegality, or unenforceability shall not affect any
other provisxon hereof, and th~ Agreement s~iob~n cons:r~ed aa if
the invalid, illegal, or unenEorcsa~Ae pro · had never been
contaAnedherein.
T. ~rior A~reemen~s ~uDersedsd. Thxs Agreement
=he sole and only agreement Of ~he par=lee and supersedes an7
understandings or w~itten or oral agreements between the parties
~ee~e~ing the within subject ma~:er.
~. ~ Time is of the essence in this Agreement.
9. ~an~e~. Words of any gender used xn thisAgreement shell
Me held an~ construed us include any other gender, and words an :he
singular number shall he held to include the plural, and
versa, unless the context requires otherwise
10. ~m~randum o: Contract. Upon request of el:her
b~h parties shall promptly execute a memorandum o£ this/~reement
suitable for £iling of record
11. ~&~ In accordance with the requxrsments o~ the
Texas Real Estate License Act, p~rchase~ ~s he~ehy ~dvieed tmhca: it
should be furnished with or ob:axn a polxcy ox tl~Ae xnsuran or
Purehaaer should have the aba:tact covering ~he Property examined
by an attorney of Purchaser's own selectmen
1~. ~ In the event a :ully executed copy of this
A~reemsnt has not been returned to Seller within thirty (30)
after Seller executes this Agreement and delzvers same to
~urehaser, geller shall have :he rmght to terminate this &greemant
up~a written notxce to Purchaser /~
DATED ~hi, ~__ day o~ /~ , 1996.
R~O D~W~OPM-~T//~F/ T~ CZTY o~ D~TO~, T~XAS
By~~j~, jr BY~~Ted
City Manager
21~ E MoKinney
Denton, Texas 76201
PAGE 6
~pROVED ~ TO LEGAL
HERBERT L. PROIFTY, CTT¥ ATTOI~TEY
--
COUNT~OF D~I'ON ~
Th~s instrument was acknowledged before me on this day
of , 1996 by Joseph J. Tallal, Jr.
Not'My Public in and'for Texas
STATE OF TEXAS §
COUNTY OF DENTON §
Thxs inst~Ament is acknowledged before me, on this day
Of , 1996 by Ted Benavldes City Manager, of the
City of Denton, a municipal corporation, known to ma to be the
person and officer whose name is subscribed to the foregoxng
xnetrument and acknowledged to me that the same was the act of the
said City of Denton~ Texas, a municipal corporation, that he was
d~ly authorized to perform the same by appropriate ordxnance of the
Ci=y Oouncil of the City of Denton and that he executed =he same as
the act of the said City ~or purposes and cons~deration therein
expressed, and in the capacxty therein stated
Notary Public in and for Texas
PAGE