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2013-036s:llegallour documentslordinances113�nayhill joint venture final offer ord.doc ORDINANCE NO. 2O 13-036 AN ORDINANCE FINDING THAT A PUBLIC USE AND NECESSITY EXISTS TO ACQUIRE (I) FEE SIMPLE TO A 2.115 ACRE TRACT; AND (II) A SLOPE EASEMENT, ENCUMBERING A 0.202 ACRE TRACT, EACH LOCATED 1N THE M.E.P. & P.R.R. COMPANY SURVEY, ABSTRACT NUMBER 927, CITY OF DENTON, DENTON COUNTY, TEXAS, AS MORE PARTICULARLY DESCRIBED ON EXHIBIT "A", ATTACHED HERETO AND MADE A PART HEREOF, LOCATED GENERALLY 1N THE 500 BLOCK OF NORTH MAYHILL ROAD (THE "PROPERTY 1NTERESTS"), FOR THE PUBLIC USE OF EXPANDING AND IMPROVING MAYHILL ROAD, A MUNICIPAL STREET AND ROADWAY; AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO MAKE AN OFFER TO (1) 551 MAYHILL JOINT VENTURE (THE "OWNER"); (2) SUCCESSORS IN INTEREST TO THE OWNER TO THE PROPERTY INTERESTS; OR (3) ANY OTHER OWNERS OF THE PROPERTY INTERESTS, AS MAY BE APPLICABLE, TO PURCHASE THE PROPERTY 1NTERESTS FOR THE PURCHASE PRICE OF ONE IIUNDRED SIXTEEN THOUSAND EIGHT HUNDRED FIFTY FOUR DOLLARS AND NO CENTS ($116,854.°D), AND OTHER CONSIDERATION, AS PRESCRIBED IN THE PURCHASE AGREEMENT (THE "AGREEMENT"), AS ATTACHED HERETO AND MADE A PART HEREOF AS EXHIBIT "B"; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTNE DATE. WHEREAS, the City of Denton made an initial offer to the Owner to purchase the Property Interests on September 21, 2012, pursuant to Ordinance No. 2012-230, passed and approved by the City Council of the City of Denton on September 11, 2013; WHEREAS, after due consideration of the public interest and necessity and the public use and benefit to accrue to the City of Denton, Texas: THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Council finds that a public use and necessity exists, and that the public welfare and convenience require the acquisition of the Property Interests by the City of Denton, Texas (the "City"). The City Council hereby finds and determines that the acquisition of the Property Interests is necessary for public use to provide street and roadway expansion and improvements to serve the public and the citizens of the City of Denton, Texas. SECTION 2. The City Manager, or his designee, is hereby authorized to malce the final offer to purchase the Property Interests to (i) the Owner (ii) any and all of Owner's successors in interest to the Property Interests; or (iii) any other parties who may own any interest in the Property Interests, as may be applicable. SECTION 3. The City Manager, or his designee, is hereby authorized to (a) execute for and behalf of the City (i) the Agreement, by and between the City and Owner, or other owners of the Property Interests, as applicable, in the form attached hereto and made a paxt hereof as Exhibit "B", with a purchase price of $116,854.00 and other consideration, plus costs and expenses, all as prescribed in the Agreement; and (ii) any other documents necessary for closing the transaction contemplated by the Agreement; and (b) to make expenditures in accordance with the terms of the Agreement. SECTION 4. The City Manager, or his designee, is directed, by certified mail, return receipt requested, to disclose to Owner, or other owners of the Property Interests, as applicable, any and all appraisal reports produced or acquired by the City relating specifically to the Owner's property and prepared in the 10 years preceding the date of the offer made by the Agreement. SECTION 5. The offer to Owner, or other owners of the Property Interests, as applicable, shall be made in accordance with all applicable law. SECTION 6. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 7. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the .�f"� day of � � � , 2013. ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPRO D AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY , By: Page 2 EXHIBIT "A" - to Ordinance (Property Interests) � rthur Surve�ing Co., I nc. �xofesszo.xa.s,� �,�xxc�' Sa1.x�e,yor�s P.O. Box S4 -- Lawisville, Te7cas 75067 Of�ice: (972) 221-9439 -� Fax: (9'72) 221-4675 ExxiBZT «A�� MAYHILL ROAD PARCEL M070 2.115 Acres City of Denton, Denton County, Texas SEING all that certain lot, tract or parcel of land situated in the M.E.P. & P,R,R. Company Survey, Abstract Number 927, City of Denton, Denton County, Texas, and being part of that certain tract of land described by deed to 551 Mayhill Joint Venture, recorded under Insriument Number 2005-6231, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), and being more particularly described as follows: BEGINNING at a"PK" Nail found in Mayhill Road for the northeast corner of said 551 Mayhill Joint Venture Tract, same point being in the west line of a tract of land described by deed to John Ray, recorded under Instrument Number 2006-91931, O.P.R.D.C,'T.; � THENCE South O1 degrees 36 minutes 28 seconds West, with Mayhill Road and the east line of said 551 Mayhill Joint Venture tract, a distance of 817.93 feet to a"PK" Nail set in Mayhill Road for the southeast corner of said 551 Mayhill Joint Venture ri�act, same point being in the west line of a tract of land described by deed to 7hez�rie Logan, recorded under County Clerk's File Number 95-53881, Real Property Records, Denton County, Texas (R.P.R.D.C,T,); THENCE South 89 degrees 52 minutes 21 seconds West, with the south line of said 551 Mayhill Joint Venture h�act, a distance of 111.41 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (ASC) set for corner in the south line of said 551 Mayhill Joint Venture tract and the north line of a tract of land described by deed to George A. Calhoun and wife, Jannet D. Calhoun, recorded under County Clerk's File Number 99-9674, R.P.R.D.C.T.; THENCE North O1 degrees 25 minutes 36 seconds East, over and across said 551 Mayhill Joint Venture tract, a distance of 817.87 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for corner in the north line of said 551 Mayhill Joint Venture tract and the south line of ihe,"South Tract" described by deed to Martino Realty Ltd., Partnership, recorded under Instrument Number 2005-143880; THENCE North 89 degrees 52 minutes 44 seconds East, with the north line of said 551 Mayhill Joint Venture tract and the south line of said Martino Realty tract, a distance of 114.00 feet to the POINT OF BEGINNING and containing 2.115 acres of land, of which 0.399 acres lie�e existing Mayhill Road. �(E.dF T� �:�•"�sr� �.-f° ,✓�G � q�•.9�, � H, . O iPl N, Fai �:�SELL �5��t`'�. .�.'�. ,. \� '�.� s�o No i, C1107131-31 Parcel M070 EXHIBIT "A" - to Ordinance (Property Interests) ldartfno Realtq, Ltd. Pertnerehtp Inetr. No, 2008-143880 "3outh Tract" S8s'S2'44"W N89°52 % I.R.F 897.41' (C.M.) I14.0 4—__—.--' + --�--1,R.S. I 1 I � Plaa [i Storage, LLC In�tr. No. 2012-26389 n I"� ��-� � �� 16' Publlc Utlllty £aaemen��i _ _ � lnstr. No. 2012-55513 Emergency Accesa, Utillt�� Ffrefone & Dralnoye Easement � lnstr. No. 2012-555f� � � � 30' OraTnage Eosement � � Instr. No. 2012-55514 � o~o� ---- -- �—� W, 551 Mayhill Joint Venture M I Instr. No. 2006-8231 �� (rematnaer) I �� 2� zl � g . ��e� � ti � � ��,� i �'��, I 5� sss•5�'2� "w S89 52'21'"W i21.64' ; 828.04' – I.R.F, � I.R�.S �— – – � – �� ,�89°52 21�j I.R.F. i 111.41i (C.M.) i Vonnie George Qeorge A Cnthoun dc Inetr. No, 2007-134977 e, Sannel D. Calhoun C.C. PYIe No, BB—BB74 I � I I EXHIBIT "B" Mayhill Road Parcel MO'74 2.115 Acres M.E.P. 8c P.R.R. Co. Survey, Abstract Number 927 City of Denton Denton County, Texas -- 2012 -- �John Raq Li¢tr. No. 2008-9183t ;" Noil d (C.M.) _ _ � � � W R', b a � ri � � � 3 � y Hayhlll Palnt Le Body 38op vo� zosi, Pg. aae Implied Dedication N 200 0 100 ^ 200 SCAL�: 1" = 200' Bearings sl�awu hereon based on the City of Denton GIS Network. NO'1'ES: • I.R.F. = 1/2" Iron Rod Found • I.R.S. = 1/2" Iron Rod Set witli yellow cap stamped "Arthur Surveying Company" • All improvements not shown hereon. . Easements recorded in Vol. 197, Pg. 6& Vol, 264, Pg. 151 as assigned in Vol. 756, Pg. 669 do not a f fect t his tract to the best of my knowledge. • Easement recorded under Instrurnent No. 2006-131887, does not effectthe subject tract. New Right-of-way 1.716 ac. (74,744 sq. ft.) Existing Implied Dedication 0.399 ac. (17,397 sq. ft.) 2.115 Acres (92,141 sq. ft.). et a�r Parcel M070 Jhorrle Logan C.C. FYIe No. B6—fi9681 '—.�_-- 1 /�� l •1I . , �, �, STJRVEYORS CERTiFICATION: The uedersigned doea hereby certtfy to Tit/e Resources (d.F. No. 102455) that tltis survey wes this day made on the ground of the praperty legelly descn'bed hereon aud 1s carnct snd to tfia best of my knawledge, there ere no vislble discropancles, conflicts, shortages 1n nrea, boandary line coatiicts, eneroachmanta, ovedapping ofLnpmvemenLS, easemenfs or rlghts oFway tfiat t 5ava been advLsed of except es el�own haroon. rthur Surveying Co., I nc;. Pmfessiona.r z.ana svrveyoxs ^ P.O.Box 54 – Lewiaville, Texas 75067 Office: (972) 221-9439 Fas: (972) 221-4875 Establiahed 1986 EXHIBIT "A" - to Ordinance (Property Interests) rthur Surveying Co., I nc. �'x�o.�essior��.Y L�c�d Szxz�r�=.yox�s P.O. Box 54 -- Lewieville, Texas 75067 OfFce: (972) 221-9439 -� Faa: (972) 221-4675 EXHIBIT "A" SLOPE EASEMENT 4.202 Acres City of Denton, Denton County, Texas BEING all that certain lot, tract or parcel of land situated in the M.E.P, & P.R.R. Company Survey, Abstract Number 927, City of Denton, Denton County, Texas, and being part of that cei�tain tract of land described by deed to 551 Mayhill Joiiit Venture, recorded under Instrument Number 2005-6231, Official Public Records, Denton County, Texas (O.P.R.D,C.T,), and being more particularly described as follows: COMMENCING at a"PK" Nail found in Mayhill Road for the noz�theast corner of said 551 Mayhill Joint Venture Tract, same polnt being in the west line of a tract of land described by deed to John Ray, recorded under Inst►ument Number 2006-91931, O.P.K.D.C.T.; THENCE South 89 degrees 52 minutes 44 seconds West, with the north line of said 551 Mayhill7oint Venture tract, a distance of 114.00 feet to the POINT OF BEGINNING, same point being in the south line of the "South Txact" described by deed to Martino Realty Ltd., Parinership, recorded under Tnstrument Number 2005-143880, O.P.R,D.C,T.; THENCE South O1 degrees 25 minutes 36 seconds West, over and aeross said SS1 Mayhill Joint Venture tract, a distance of 393.$8 feat to a pouit for corner; THENCE North 88 degree 34 minutes 24 seconds West, over and across said 551 Mayhill Joint Venture lract, a distance of 10.00 feet to a point for corner; THENCE North 02 degrees 23 minutes 15 seconds West, over and across said 551 Mayhill Joint Venture tract, a distance of 300.67 feet to a point for corner; THENCE North O1 degrees 25 minutes 36 seconds East, over and across said 551 Mayhill Joint Venture tract, a distance of 93.07 feet to a point for corner in the north line of said 551 Mayhill Joint Venture tract and the south line of said Martino Realty tract; THEIVCE North 89 degrees 52 minutes 44 seconds East, with the noz�th line of said 551 Mayhill Joint Venture tract and the south line of said Martino Realty tract, a distance of 30.01 feet to the POINT OF BEGINNING and containing 0.202 acres of land. � C1107131-31 Parcel M070-PS6 ��i l� 'V to, � � EXHIBIT "A" - to Ordinance (Property Interests) � � � 1[ertlao Realty, Ltd. Partnerekilp I I �o�y �,y Insfs. No. 2006-143080 � Inetr. No. 2U08-9193L "9outh Tract" � I I I I , P.O.C. S89'52�44"W N89°S2'44"B j � �� 867. 40' 30.01' – – � – – �-----�---^–�— S8952'44"W Found (C�M.) � W I I 1�4,00' , � ib'� l`�� --------- I � �� 0.202 Acre z�� P� O. B., Slope Easement� � ; (8,804 sq. ft.) � Plan It SCorage, LI.0 � ' i Instr. No. 8012-26399 I I '� I � J� � �a _� � . 16' Publtc Utillty Easement--�= _ �� Instr. No. 20i2-555i3 —�t i"— I O� �� ° i� � �� " Emergency Access, Utility, h 1 ;c relane dc Drafnoge Easement� Icy � _ — � Instr. No. 20i2-55515 �I ',°� p^O � � h' ' � G�� oo 0 50 � a SCALE: 1" =100' Bearings shown hereon based ou the City of Denton GIS Network. N�TES: • . . �I I �Q�' I Naykilll Pa1nt dt Hady Shop ' � � VoL 2061, Pg. 608 30' Drafioge Easemenf N' ° I fnstr. No. Y012-55514 Z' ' 4t� � j! +� 551 Mayhill Joint Venture i I I .+`��,��`�,.� Instr. No. 20Q5-6231 I I �,Lr�� ;:�d�BT�'j�y�.�� ' �•.�� N88°34'24"W ��g ' ��JQFiPt � ..�fi��LL. 10.00' 1� . `. r?`: ,... .. �.��cti � ..��yo .��.5 ��;t ��5 I ��°��a ��'' , I � �'�15i ��, i , �P•� � � I �� ' � I I EXHIB IT "B " Slope Easement 0.202 Acre M.E.P. & P.R.R. Co. Survey, Abstract Number 927 City of Denton Denton County, Texas -- 2012 -- I.R.F. = 1/2" Iron Rod Found �R;�.=-�/ '�=k-0n Rod Setwith yellow cap stamped "Arthur Surveying Company" All improvements not shown hereon. Easements recorded in Vol. 197, Pg. 6& Vol. 264, Pg. 15l as assigned in Vol. 756, Pg. 669 do not affect this tract to the best of my knowledge. Easement recorded under Instrument No. 2006-131887, does not aff'ect the subject tract, i� �� o�� N �� S[IRVEYOR4 CEItTTFICATION: 1La undereigied does hereby cettify to Titla Resources (O.P. No.102455) that thte survey was this dey meda on tha ground of the property legally described hemon and le correcti and ta tLa best of my knowledga, tfiere ara no viai6la discrcpanclas, conflicfs, efiorfages in sree, boundery line confllcts, enaroaahments, ovazlappingofimprovemanfs, � eesemeats ot i�ghb of way fLat f Bave becn edvised ofaxcepi ea shown bereon. rthur Surveying Ca, I nc. Professioaai' I.and Surveyors P.O,Bog 54 – Lewisville, Tesae 75067 Office: {972) 221-9439 Fas: (972) 221-467:i Establiehed 1988 Exhibit "B" TO ORDINANCE PURCHASE AGREEMENT NOTICE YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOV�, HAVE THE RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KEEP THE OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE. THIS PURCHASE AGREEMENT (the "AgreemenY') is dated �,fj/''/,��'/ .S , 2013, but effective as of the date provided below, between 551 Mayhill Joint Venture, a Texas joint venture (referred to herein as "Owner") and the City of Denton, Texas ("City"). WITNESSETH: WHEREAS, 551 Mayhill Joint Venture is the Owner of a tract of land (the "Land") in the M.E.P. & P.R.R. Co. Survey, Abstract Number 927, Denton County, Texas, being affected by the public improvement project called the Mayhill Road Widening and Improvements Project ("Project"); and WHEREAS, City is in need of certain fee simple lands and an easement, being a part of and encumbering the Land, related to the Proj ect; and WHEREAS, it is desirous of both parties to stipulate and agree to the terms and conditions associated with the purchase of the necessary real property interests for the Project; NOW, THEREFORE, for Ten and No/100 Dollars ($10.00), and other good and valuable consideration, the receipt and adequacy of which is hereby acicnowledged, the parties agree as follows: 1. A. At Closing, the Owner shall grant, execute, and deliver to the City (i) a Special Warranty Deed (herein so called), conveying to the City, subject to the reservations described below, the tract of land being described in Exhibit "A" and depicted in Exhibit "B" to that certain Special Warranty Deed, and other interests as prescribed therein (the "Fee Lands"), the Special Warranty Deed being attached hereto as Attachment 1 and made a part hereof; and (ii) a Slope Easement (the `Basement"), in, along, upon, under, over and across the tract of land being described in E�iibit "A" and depicted in Exhibit "B" to that certain Slope Easement (the "Easement Lands"), the Easement being attached hereto as Attachment 2 and made a part hereof, for slope purposes, as more particularly described therein, The (i) Special Warranty Deed shall be in the form and upon the terms as attached hereto and incorporated herein as "Attachment 1"; and (ii) the Slope Easement shall be in the form and upon the terms as attached hereto and incorporated herein as "Attachment 2" (the Fee Lands and the Easement are collectively referred to herein as the "Property"). B. Owner, subject to the limitation of such reservation made herein, shall reserve, for itself, its successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Fee Lands. Owner, its successors and assigns, shall not have the right to use or access the surface of the Fee Lands, in any way, manner or form, in connection with or related to the reserved oil, gas, and other minerals and/or related to exploration and/or production of the oil, gas and other minerals reserved herein, including without limitation, use or access of the surface of the Fee Lands for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, and/or for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any lcind or type in connection with or related to the reserved oil, gas and other minerals, and/or related to the exploration or production of same. 2 As used herein, the term "minerals" shall include oil, gas and all associated hydrocarbons, and shall exclude (i) all substances that any reasonable extraction, mining or other exploration and/or production method, operation, process or procedure would consume, deplete or destroy the surface of the Fee Lands; and (ii) all substances which are at or near the surface of the Fee Lands. The intent of the parties hereto is that the meaning of the term "minerals" as utilized herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). As used herein, the term "surface of the Fee Lands" sha11 include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. 2. As consideration for the granting and conveying of the Property to the City, the City shall pay to Owner at Closing the sum of One Hundred Sixteen Thousand Eight Hundred Fifty Four and No/100 Dollars ($116,854.00). The monetary compensation prescribed in this Section 2 is herein referred to as the "Total Monetary Compensation". 3. The Owner sha11 convey and grant to the City the Property free and clear of all debts, liens and other encumbrances (the "Encumbrances"). The Owner shall assist and support satisfaction of all closing requirements of the Cxty in relation to solicitation of releases or subordinations of the Encumbrances and other curative efforts affecting the Property, if necessary in the discretion of the City. In the event that all Encumbrances are not cured to the satisfaction of City prior to Closing, such shall not be a default hereunder, although Owner may otherwise be in default under Section 10, below. However, if the Encumbrances are not cured as provided herein, City has the option of either (i) waiving the defects related to the remaining Encumbrances by notice in writing to Owner on or prior to the Closing Date, upon which the remaining Encumbrances shall become Permitted Exceptions (herein so called), and proceed to close the transaction contemplated by this Agreement; ar(ii) terminating this Agreement by notice in writing to Owner, in which latter event Owner and City shall have no further obligations under this Agreement. 3 4. Owner stipulates that the Total Monetary Compensation payment constitutes and includes all compensation due Owner by City related to the Project, including without limitation, any damage to or diminution in the value of the remainder of Owner's property caused by, incident to, or related to the Project, value of, damage to and/or costs of repair, replacement and/or relocation of any improvements, turf, landscape, vegetation, or any other structure or facility of any kind within the Fee Lands and/or Easement Lands, related to activities conducted pursuant to the Easement or City ownership of the Fee Lands, and interference with Owner's activities on the Easement Lands or other property interests of Owner caused by or related to activities within the scope of the rights granted by the Easement, whether accruing now or hereafter, and Owner hereby releases for itself its successors and assigns, the City, it's officers, employees, elected officials, agents and contractors from and against any and all claims they may have now or in the future, related to the herein described matters, events and/or damages. 5. The Closing (herein so called) shall occur in and through the office of Title Resources, LLC, 525 South Loop 288, Suite 125, Denton, Texas, 76205 ("Title Company"), with said Title Company acting as escrow agent, on the date which is 90 days after the Effective Date, unless the Owner and the City mutually agree, in writing, to an earlier or later date ("Closing Date"). In the event the Closing Date, as described above, occurs on a Saturday, Sunday or Denton County holiday, the Closing Date sha11 be the next resulting business day. 6. The stipulated Total Monetary Compensation amount shall be paid by the City at Closing to the Owner through the Title Company. Ad valorem taxes relating to the Fee Lands for the calendar year in which Closing shall occur shall be prorated between Owner and City as of the Closing Date. If the actual amount of taxes for the calendar year in which Closing shall occur is not lcnown as of the Closing Date, the proration shall be based on the amount of taxes due and payable with respect to the Fee Lands for the preceding calendar year, and sha11 be readjusted in cash as soon as the amount of taxes levied against the Fee Lands for the calendar year in which Closing shall occur is known, The result of such proration is that the Owner shall pay for those taxes attributable to the period of time prior to the Closing Date (including, but not limited to, subsequent assessments for prior years due to change of land usage or ownership occurring prior to the Closing Date) and City shall pay for those taxes attributable to the period commencing as of the Closing Date. All other typical, customary and 4 standard closing costs associated with this transaction shall be paid specifically by the City, except for Owner's attorney's fees, if any, which shall be paid by Owner. 7. The date on which this Agreement is executed by the Owner shall be the "Effective Date" of this Agreement. 8.A. In the event Owner shall default in the performance of any covenant or term provided herein, and such default shall be continuing after ten (10) days written notice of default and opportunity to cure, City may exercise any right or remedy available to it by law, contract, equity or otherwise, including without limitation, the remedy of specific performance. B. In the event City shall default in the performance of any covenant or term provided herein, and such default shall be continuing after ten (10) days written notice of default and opportunity to cure, Owner may, as its sole and exclusive remedy, either (i) terminate this Agreement prior to Closing by written notice of such election to City; or (ii) enforce specific performance of this Agreement. 9. THE LAWS OF THE STATE OF TEXAS SHALL CONTROL AND APPLY TO THIS AGREEMENT FOR ALL PURPOSES. THIS AGREEMENT IS PERFORMABLE 1N DENTON COUNTY, TEXAS. VENUE FOR ANY ACTION ARISING HEREUNDER SHALL LIE SOLELY 1N THE COURTS OF COMPETENT JURISDICTION OF DENTON COUNTY, TEXAS. 10. From and after the Effective Date of this Agreement, through and including the Closing Date, Owner shall not (i) convey or lease any interest in the Fee Lands or Easement Lands; or (ii) enter into any Agreement that will be binding upon the Fee Lands or the Easement Lands, or upon the Owner with respect to the Fee Lands or the Easement Lands, after the date of Closing. 11. Owner represents and warrants to City that it possesses the full power and authority to sell and convey the Property as provided in this Agreement and that all requisite action to authorize Owner to enter into this Agreement and to carry out Owner's obligations hereunder, including the grant of 5 authority to the person executing this Agreement for and on, behalf of Owner to bind Owner to the terms hereof, have been taken. 12. Any notices prescribed or allowed hereunder to Owner or City shall be in writing and shall be delivered by telephonic facsimile, hand delivery or by United States Mail, as described herein, and shall be deemed delivered and received upon the earlier to occur of (a) the date provided if hand delivered or delivered by telephonic facsimile; and (b) on the date of deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: OWNER: 551 Mayhill Joint Venture Phone_ Telecopy: Copies to: For Owner: Telecopy: CITY: City of Denton Paul Williamson Real Estate and Capital Support 901-A Texas Street Denton, Texas 76209 Telecopy: (940) 349-8951 For Citv: Richard Casner, First Assistant City Attorney City Attorney's Office 215 E. McKinney Denton, Texas 76201 Telecopy: (940) 382-7923 13. This Agreement constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties with respect to the subject matter of this Agreement. Time is of the essence with respect to this Agreement. 14. The representations, warranties, agreements and covenants contained herein shall survive the Closing and shall not merge with the Special Warranty Deed or Easement. �: 15. In the event prior to the Closing Date, condemnation or eminent domain proceedings are threatened or initiated by any entity or party other than the City that might result in the taking of any portion of the Fee Lands and/or Easement Lands, City may, at its election, terminate this Agreement at any time prior to Closing. 16. Authority to talce any actions that are to be, or may be, talcen by City under this Agreement, including without limitation, adjusting the Closing Date of this Agreement are hereby delegated by City, pursuant to action by the City Council of Denton, Texas, to Frank Payne, City Engineer of City, or his designee. CITY OF DENTON, TEXAS B. � GEORGE C. CAMPBELL, CITY MANAGER Date: '' J,�2013 ATTEST: SECRETARY :• Date: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Date: ��P'7 31 , 2013 7 OWNER: 551 MAYHILL JOINT VENTURE, a Texas joint venture By: _ Name: Title: Date: , 2013 RECEIPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Company acicnowledges receipt of one (1) executed copy of this Agreement. Title Company agrees to comply with, and be bound by, the terms and provisions of this Agreement to perform its duties pursuant to the provisions of this Agreement and comply with Section 6045(e) of the Internal Revenue Code of 1986, as amended from time to time, and as further set forth in any regulations or forms promulgated thereunder. TITLE COMPANY: Title Resources, LLC 525 South Loop 288, Suite 125 Denton, Texas 76205 Telephone: (940) 3 81-1006 Telecopy: (940) 898-0121 : Printed Name: Title: Contract receipt date: , 2013 0 ATTACHMENT 1 TO PURCHASE AGREEMENT NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED STATE OF TEXAS COUNTY OF DENTON �� KNOW ALL MEN BY THESE PRESENTS: That 551 Mayhill Joint Venture, a Texas joint venture (herein called "Grantor"), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid by the CITY OF DENTON, TEXAS, a Texas Home Rule Municipal Corporation (herein called "Grantee"), 215 E. McKinney, Denton, Texas 76241, the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee all the real property in Denton County, Texas being particularly described in Exhibit "A" and depicted in Exhibit "B", attached hereto and made a part hereof for all purposes, and being located in Denton County, Texas, together with any and all rights or interests of Grantor in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances thereto (collectively, the "Property"). Grantor, subject to the limitation of such reservation made herein, reserves, for itself, its successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Property. Grantor, its successors and assigns sha11 not have the right to use or access the surface of the Property, in any way, manner or form, in connection with or related to the reserved oil, gas, and other minerals and/or related to exploration and/or production of the oil, gas and other minerals reserved herein, including without limitation, use or access of the surface of the Property for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, andlor for subj acent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved oil, gas and other minerals, and/or related to the exploration or production of same. As used herein, the term "minerals" shall include oil, gas and all associated hydrocarbons and shall exclude (i) all substances that any reasonable extraction, mining or other exploration and/or production method, operation, process or procedure would consume, deplete or destroy the surface of the Property; and (ii) all substances which are at or near the surface of the Property. The intent of the parties hereto is that the meaning of the term "minerals" as utilized herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). As used herein, the term "surface of the Property" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. Exceptions to conveyance and warranty: [Insert Permitted Exceptions] This Deed is subject to that certain Purchase Agreement, dated on or about 2013, by and between Grantor and Grantee. TO HAVE AND TO HOLD the Property, together with a11 and singular the rights and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors and Page 2 of 3 • assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Grantor, but not otherwise. EXECUTED the day of THE STATE OF TEXAS § COUNTY OF DENTON § 2013. 551 MAYHILL JOINT VENTURE, a Texas joint venture By: _ Name: Title: ACKNOWLEDGMENT This instrument was acknowledged before me on Venture, a Texas joint venture, on behalf of said joint venture. Upon Filing Return To: The City of Denton-Engineering Attn: Paul Williamson 901-A Texas Street Denton, Texas 76209 Page 3 of 3 , 2013 by of 551 Mayhill Joint Notary Public, State of Texas My commission expires: Property T� Bills To: City of Denton Finance Department 215 E. McKinney Street Denton, Texas 76201 EXHIBIT "A" - to Special Warranty Deed , rthur Surveying Co., I nc. �xofess.tio.rss.Y L�nd SxY.z�-6r�,yoxs P.O. Box 54 � Lawisville, Tex�as 75067 Of�3ce: (972) 221-9439 --- Fax: (972) 221-4675 EXHIBIT "A" MAYHILL ROAD PARCEL M070 , 2.115 Acres City of Denton, Denton County, Texas BEING all that certain lot, tract or parcel of land situated in the M.E.P. & P.R.R. Company Survey, Abstract Number 927, City of Denton, Denton County, Texas, and being part of that certain tract of land descriUed by deed to 551 Mayhill Joint Venture, recorded under Instrument Number 2005-6231, O£iicial Public Records, Denton County, Texas (O.P.RD.C.T.), and being more particularly described as follows: BEGINNING at a"PK" Nail found in Mayhill Road for the northeast corner of'said 551 Mayhill Joint Venture Tract, same point being in the west line of a tract of land described by deed to John Ray, recorded under Instrument Number 2006-91931, O.P.R.D.C.T.; . THENCE South O1 degrees 36 minutes 28 seconds West, with Mayhill Road and the east line of said 551 Mayhill Joint Venture tract, a distance of 817.93 feet to a"PK" Nail set in Mayhill Road for the southeast corner of said 551 Mayhill Joint Venture tract, same point being in the west line of a tract of land described by deed to Jhei�rie Logan, recorded under Couniy Clerk's File Number 95-53881, Real Property Records, Denton County, Texas (R.P.R.D.C,T,); THENCE South 89 degrees 52 minutes 21 seconds West, with the south line of said 551 Mayhil] Joint Venture tract, a distance of 111.41 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Corapany" (ASC) set for corner in the south line of said 551 Mayhill Joint Ventuxe tract and the north line of a tract of land described by deed to George A. Calhoun and wife, Jannet D. Calhoun, recorded under County Clerlc's File Nurnber 99-9674, R.P.R.D.C.T.; THENCE North O1 degrees 25 minates 36 seconds East, over and across said 551 Mayhill Joint Venture tract, a distance of 817.87 feet to a 1/2 inch iron rod with yellow cap stamped "ASC" set for corner in the north line of said 551 Mayhill Joint Venture Iract and the south line of the,"South Tract" described by deed to Martino Realty Ltd., Parhlership, recorded under Instrument Number 2005-143880; THENCE North 89 degrees 52 minutes 44 seconds East, with the north lin.e of said 551 Mayhill Joint Venture tract and the south line of saad Martino Realty tract, a distance of 114.00 feet to the POINT OF BEGINNING and containing 2.115 acres of land, of which 0.399 acres lie m�' '��the existing Mayhill Road. �� ptc�:,'tP � .�� a ... . ...........:...... M Fi�'S5ELL 5;�Ci,� ...�;� ..p �� C1107131-31 Parcel M070 ( \� � �O �� EXHIBIT "B" - to Special Warranty Deed � � Martlno Renity, Ltd. Partnerslilp I Inetr. No. 2005—IM13B80 � "8outh 14�act" I I � S89'52'44"W N89°52 � f. R. F 897.41' (C.M,) 114.0 �------•—,/L--- " � r I,R.S. 1 1 Plan It Storege, LLC Inntr. No. 2012-26399 �,�1_: � �� 16' Publfc Utlflty fasemen�---�r.+— — _ � lnst�. No. 2012-55513 --� Emergency Access, Utl1 t� � Firelane Bt Oralnage Easament� � /nstr. No. 2Q12-5551$ � � � � 30' Dralnage Easement j .�..� lnstr. No, 2072-5551i oo� --==� _= �_� W� 551 Mayhill Joint Venture M I Instr. No. 2005-8231 �� (nm.leeee) �' ('� �2� z i � � �� ' C I �' � �� , �� I �� S89'52'21 "W S89'52'21 "W 121.64' 1 -- 828.04' _ I.R.F, � I.R�.S ,� �— � - �— S89°52 21� �. R. F. � 111.41 i (c,M,) � Vaunie George Qeorga A. Cnlhoua k Inetr. No. 200 7-13 48 7 7 e, Jnnnet U, Calhou� C.C. Flle Na 88-8874 � I I � EXHIB IT "B " Mayhill Road Parcel M074 2.115 Acres M.E.P. & P.R.R. Co. Survey, Abstract Number 927 City of Denton Denton County, Texas -- 2012 -- � (mta No�2 06 91931 "' Nail d (C.M,) � – — t � � � o0 � �a � ro Naphill Palnt de Body BHop i_ � VoL 2061, Pg. 60B � °= n � �� I °p I �'No `p ^ �� _ — .�. (° 1� �--- Implied Dedication � 200 0 100 200 , � � ---� SCALE: 1" = 200' Bearings sl�owu hereon based on the City of Denton GIS Network. NOTES: • I.R.F. = 1/2" Iron Rod Found • I.R.S. = 1/2" Iron Rod 5et with yellow cap stamped "Arthur Surveying Company" • All improvements not shown hereon. . Easements recorded in Vol. 197, Pg. 6& Vol. 264, Pg. 151 as assigued in Vol. 7 5 6, Pg. 6 6 9 do not a f fec t t his tract to the best of my knowledge. • Easement recorded under Instrument No. 2006-131887, does not affect the subject tract. New Right-of-way 1.716 ac. (74,744 sq. ft.) Existing Implied Dedication 0.399 ac, (17,397 sq. ft,) 2.115 Acres (9z,141 sq. tt.) . e Parcel M070 me�e c�gaa C.C. Flle Nu. 96-69681 � / �/ \ ' 1� � �` �. SUR VEYORS CERTIFICATION: The unda:signed does Lereby certify to Title Resources (Q.F. No.102455) tLet rlva survey wes tfds daymada on Wo ground of tha property legatly describedlureonendiscorrect endtotLabasto£ my kaowledge, there ere no visible discrepancies, caotlicta, sLarfages In nrea, boundary line contltcts, encroachmauks, overinppingoflmprovements, eesemenis or rtgGfs af way tLet I havo been advised of except es ehown hereon. rthur Sur�eying Co., I nc;. Fi,�Fessivnal Land Surveyozs _ P.O.Bog 64 – Lewieville, Texas 78067 Office: (972) 221-9439 Fax: (972) 221-4675 Established 1986 s:Uegallour documentslcontracts1131mayhill joint venture slope easement.doc ATTACHMENT 2 TO PURCHASE AGREEMENT NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. THE STATE OF TEXAS, COUNTY OF DENTON SLOPE EASEMENT � � � KNOW ALL MEN BY THESE PRESENTS: THAT 551 Mayhill Joint Venture, a Texas joint venture ("Grantor"), in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration in hand paid by the City of Denton, Texas, receipt and sufficiency of which is hereby acknowledged, has GRANTED, BARGAINED, SOLD and CONVEYED and does by these presents GRANT, BARGAIN, SELL and CONVEY unto the City of Denton, Texas ("Grantee") a perpetual slope easement in, along, upon, under, over and across the following described property (the "Property"), owned by Grantor, and situated in Denton County, Texas, located in the M.E.P. & P.R.R. Company Survey, Abstract Number 927, to wit: PROPERTY DESCRIBED IN EXHIBIT "A" AND DEPICTED IN EXHIBIT "B", ATTACHED HERETO AND MADE A PART HEREOF For the following purposes: Constructing, reconstructing, installing, repairing, relocating, operating, and perpetually maintaining lateral slope in, along, upon, under, over and across said Property, including without limitation, the free and uninterrupted use, liberty, passage, ingress, egress and regress, at a11 times in, along, upon, under, over and across the Property to Grantee herein, its agents, employees, contractors, workmen and representatives, for the purposes set forth herein, including without limitation, the making additions to, improvements on and repairs to said lateral slope features or grade, or any part thereof. This Easement is subject to the following covenants and agreements: 1. Structures. No buildings, fences, structures, signs, facilities, improvements or obstructions of any kind, or portions thereof, shall be constructed, erected, reconstructed or placed in, along, upon, under, over or across the Property. Further, Grantor stipulates and acknowledges that the Grantee, in consideration of the benefits above set out, may alter the grade of the Property and may remove from the Property, such buildings, fences, structures, signs, facilities, improvements and other obstructions as may now or hereafter be found upon said Property and dispose of any such buildings, fences, structures, signs, facilities, improvements or obstructions in any manner it deems appropriate without liability to Grantee. 2. Maintenance of Lateral Slope. No activity, of any lcind, shall be conducted on the Property by Grantor that may impair, damage or destroy the lateral slope, including without limitation, excavation or movement of soil or other material. 3. Access. For the purpose of exercising and enjoying the rights granted herein, the Grantee shall have access to the Property by way of existing public property or right-of-way. 4. Trees and Landscaping. No shrub or tree shall be planted upon the Property or that may encroach upon the Property. Grantee may cut, trim, or remove any shrubs or trees, or portions of shrubs or trees now or hereafter located within or that may encroach or overhang upon the Property without liability to Grantee, including without limitation, the obligation to make further payment to Grantor. 5. Grantor's Rights. Grantor shall have the right, subject to the covenants and restrictions contained herein, to malce use of the Property for any purpose that does not interfere with the City's rights granted to it herein for the purposes granted. 6. Successors and Assigns. This grant and the provisions contained herein shall constitute covenants running with the land and shall be binding upon the Grantor and Grantee, and their successors and assigns. TO HAVE AND TO HOLD unto the said City of Denton, Texas as aforesaid for the purposes aforesaid the premise above described. Witness my hand, this the _ day of , 2013. 2 Grantor: 551 Mayhill Joint Venture, a Texas joint venture By: _ Name: Title: ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF DENTON § This instrument was acicnowledged before me on , 2013 by , of 551 Mayhill Joint Venture, a Texas joint venture, on behalf of said joint venture. AFTER RECORDING RETURN TO: City of Denton — Engineering Department 901-A Texas Street Denton, Texas 76209 Attn: Paul Williamson Notary Public, in and for the State of Texas My Commission Expires: 3 � E��F3Ii "A�' - to S1ope� Easement - �� rthur Surveying Co:, I nc. .Pxof�ess.ionaX �.a.rrc�a' Sux�reyoxs P.O. Box 54 -- Y.ewisville, Te�:as 75067 O�c�: (9-7-2) 221-3439 -� Fax: (972) 221-467,5., EXHIBIT "A" SLOPE EASEMENT 0.202 Acres City of Denion, Denton County, Texas BEING all that certain lot, tract or parcel of land situated in the M.E.P. & P.A.Ft. Company Survey, Abstract Number 927, Ciiy of Denton, Denton County, Texas, and being part of that certain tract of land described by deed to 551 Mayhill Jouit Venture, recorded under Instrument Number 2005-6231, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), and being more particularly described �as follows: COMMENCING at a"PK" Nai1 found in Mayhili Road for the northeast corner of said 551 Mayhill Joint Venture Tract, same point being in the west line of a tract of land described by deed to John Ray, recorded under Tnstrument Number 2006-91931, O.P.R.D.C.T.; . THENCE South 89 degrees 52 minutes 44 seconds West, with the north line of said 551 Mayh�ll Joint Venture tract, a distance of 114.00 feet to the POINT OF BEGINNING, same point being in the soufh line of the "South Tract" described by deed to Martino Realty Ltd., Parinership, recorded under Instrument Number 2005�143880, O:P.R;D.C,T.; ' THENCE South O1 degre.es 25.min.utes 36 seconds West, over and across said 551 Mayhill Joint Venture tract, a distance of 393,88 feet to a point for corner; � THENCE North 88 degree 34 minutes 24 seconds West, over and across said 551 Mayhill Joint Venture ixact, a distance of 10.00 feet to a p�ov1�C for corner, - THENCE North 02 degrees 23 minutes 15 sec�nds West, over and across said 551 Mayhill Joint Venture tract, a distance of 300.67 feet to a point for corner; THENCE Ndrth O1 degrees 25 minutes 36 seconds East, over and across said 551 MayhiIl Joint Venture tract, a distance of 93.07 feet to a point for comer in the north line of said 551 Mayhill Joint Venture tract and the south line of said Martino Realty tract; THEI�TCE North 89 degrees 52 minutes 44 seconds East, with the north line of said 551 Mayhill Joint Venture tract and the south line of said Martino Realty �'act,,a.distance. of 30.01 feet to the POINT OF BEGINNLNG and containing 0.202 acres oiland. �^� � p,� . to, fV �� . � CL 107131-31 Parcel M070-PSE EXHIBIT "B" - to Slope Easement � � � Ynrtlno It�elty, Ltd. Pertnerahlp I I 7ohn Rey Inatrq No. 2006-1ti38B0 � inatr, No, 2008-91831 South Trect' I � 1 I � P. 0.. �. S89'52'44"W N89°52'44"E � � l.R.F. 867.40' 30.01' � (C.M.) � � _ _ "PK" Nall �--^�--�----w i— I S89b2 �4"W f Found (C.M.) I �V �� II_'"------ 0.202 A�cre �°'I I n. O. D.' , Slope Easemeni � � r �L�� (8,804 sq. ft.) � � Plea it StArage, LI.0 I I i Instr. No, 2012-25389 �I �� ' ' � / I Q . � ' cmi —/ `� 16' Publlc Utillty Easement--�= _ �� 1�� Instr. No. 2072-55513 —[t' � � O� . �T�� " Emergancy Access, Utility,M� �m \! b relane k.Qra(noge Easementl• IN Y — I Instr. No. 2012-55515 �` I,°y ,�O � J ' ' C� ��`� � � m � Co .-� tc,�' •p � 1�0 � 50 �� SCALE: 1" =100' Bearings shown hereon based on the City of Denton GIS Network. NOTES: • I.R,F. =1/2" Iron Rod Found • i�9.=3/ '�-kon Rod Set with . . e� I f Qa 1 m Yayhlll Pnlat k Body Shop Q ' SeA � . � Vo1 2051, Pg, 60B 30' Drolnoge Easement tyI ° I 1nsG: No. 20i2-55514. Z' .' 44�Q �. I, �. 1 � . .. yelloW cap stamped "Arthur Surveying Company" All improvements not shown hereon, Basements recorded in Vol. 197, Pg. 6& Vol. 264, Pg. 151 as assigued in Vol. 756, Pg. 669 do not affect this tract to the best of my lcnowledge. Easement recorded under Instrumenf No. 2006-131887, does not affect the subject tract, 551 Mayhill Joint Ventvre � i i I ��.��,r�� Instr. No. 2005-8231 `' 92,� � �,��"'.��gT�'��,,-�� NS8a3 i n { �7e'� ; ¢ ...� ...� �' a� 424 WI .4y� � ,„,}pHN �dF. t��...°�iSELL � io.00� i� .. . .. .. ... .... . �/ at�Gti i � �.° ��t'� �"'� � 'V �y ��$ I I �9;�!�ss��•`-'"�o '� �4� . 6�`' � �R `� I � � I � ` g � �. I � �, Sz Y � i ' �.•�� I EXHIB IT "B " Slope Easement 0.202 Acre � M.E.P. & P.R.R. Co. Survey, Abstract Number 927 City of Denton Denton Countp, Texas -- 2012 -- SURVEYORS CERTLFTCAT70N: TLe undersi�ed does heroby cer4fy to TStle Resou�ce.s (O.F, No. ] 0245� that tWs su�vey was Uvs deymede on the ground oftLe proprstylogally dosedbedhereoa avdia comct, and to tLe 6estof my knowledgo, Ihero are no visi6lo diacrcpaneiea, conflicfs, shortages ln area, bo�mdery llne canIIictr, onoroeuhment�, ovedapping ofimprovcments, • easemEat��orrigi�b ofi�aydSbtFlilve beeo advieed - of excep[ e� a5nwn hereoa. rthur Surveying Co., I nc. Pzt�fessioaal La�d Surveyors p.O,Boa 54 – Lexisville, Tessa 76067 Office: (972) 221-9439 Fas: (972) 221-4675 Established 1988