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2015-291ORDINANCE NO. 2015 -291 AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A PURCHASE AGREEMENT, BY AND BETWEEN THE CITY OF DENTON, TEXAS, ( "CITY "), AS BUYER AND WILLIAMS RENTALS, LLC, (THE "OWNER "), AS SELLER, TO ACQUIRE FEE SIMPLE TO (1.) A 0.529 ACRE TRACT AND (2.) A 0.480 ACRE TRACT, BOTH TRACTS LOCATED IN THE S. MCCRACKEN SURVEY, ABSTRACT NUMBER 817, IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; (THE "PROPERTY INTERESTS ") FOR THE PURCHASE PRICE OF TWO HUNDRED NINETY NINE THOUSAND FIVE HUNDRED DOLLARS AND NO CENTS ($299,500.00), AND OTHER CONSIDERATION, AS PRESCRIBED IN THE PURCHASE AGREEMENT (THE "AGREEMENT "), AS ATTACHED TO THE ORDINANCE AND MADE A PART HEREOF AS EXHIBIT "A ", (I) AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; (II) PROVIDING A SAVINGS CLAUSE; AND (III) PROVIDING AN EFFECTIVE DATE. (FIRE STATION NO. 4 REBUILD PROJECT) WHEREAS, the City of Denton ( "City ") made a bona fide offer to the Owner to purchase the Property Interests; WHEREAS, Owner has made a counteroffer to the Initial Offer of City; WHEREAS, City is amenable to the counteroffer, and finds that it is in the best interest to agree to same; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized (a) to execute for and on behalf of the City (i) the Purchase Agreement, by and between the City and Owner, in the form attached hereto and made a part hereof as Exhibit "A ", with a purchase price of $299,500.00 and other consideration, plus costs and expenses, all as prescribed in the Purchase Agreement; and (ii) any other documents necessary for closing the transaction contemplated by the Purchase Agreement; and (b) to make expenditures in accordance with the terms of the Purchase Agreement. SECTION 2. 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_3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPI O"�1ry;D thin, the day of ! a _...� 2015. . CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY PURCHASE AGREEMENT NOTICE YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOW), 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 "Agreement ") is dated , 2015, but effective as of the date provided below, between WILLIAMS RENTALS, LLC (referred to herein as "Owner ") and the City of Denton, Texas ( "City "). WITNESSETH: WHEREAS, WILLIAMS RENTALS, LLC is the Owner of two tracts of land (the "Land ") in the S. McCracken Survey, Abstract No. 817 in the City of Denton, Denton County, Texas, being affected by the Fire Station #4 Rebuild Project referred to herein as the "Project "; WHEREAS, City is in need of certain fee simple lands, being a part of the Land related to the Project; 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 acknowledged, the parties agree as follows: 1. A. At Closing, the Owner shall grant, execute, and deliver to the City 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" 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. The Special Warranty Deed shall be in the form and upon the terms as attached hereto and incorporated herein as "Attachment 1", (the Fee Lands 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 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 "other 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 "other 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" 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. N 2. As consideration for the granting and conveying of the Property to the City, the City shall a to Owner at closing the sum of ° ' ill t- d-:4,� "r Cents ( "3 'i 0 0 he Monetary compensation prescribed in this Section � is herem re erred to as the "Total �onetary Compensation ".. 3. The Owner shall 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 City 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; or (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. 4. The Closing (herein so called) shall occur in and through the office of Reunion Title, 2745 Wind River Lane, Denton, Texas, 76210 ( "Title Company "), with said Title Company acting as escrow agent, on the date which is 180 days after the Effective DatQ, 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 shall be the next resulting business day. 5. 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 Property for the calendar year in which the Closing shall occur shall be prorated and submitted by Seller to the Denton County Tax Assessor as of the Closing Date. Ad valorem tax for the calendar year in which the Closing shall occur shall be tendered under Texas Property Tax Code Section 26.11. If the actual amount of taxes for the calendar year in which the Closing shall occur is not known as of the Closing Date, the 3 proration at Closing shall be based on the amount of taxes due and payable with respect to the Property for the preceding calendar year. Seller 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 date of Closing) and Buyer shall pay for those taxes attributable to the period of time commencing, with the Closing Date. All other typical, customary and 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. a 6. The date on which this Agreement is executed by th shall be the "Effective Date" of this Agreement. 7.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. 8. THE LAWS OF THE STATE OF TEXAS SHALL CONTROL AND APPLY TO THIS AGREEMENT FOR ALL PURPOSES. THIS AGREEMENT IS PERFORMABLE IN DENTON COUNTY, TEXAS. VENUE FOR ANY ACTION ARISING HEREUNDER SHALL LIE SOLELY IN THE COURTS OF COMPETENT JURISDICTION OF DENTON COUNTY, TEXAS. 9. 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 (ii) enter into any Agreement that will be binding upon the Fee Lands or upon the Owner with respect to the Fee Lands after the date of Closing. 4 10. 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: CSI "N21".� WILLIAMS RENTALS, LLC 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 City: Larry Collister, Deputy City Attorney City Attorney's Office 215 E. McKinney Denton, Texas 76201 Telecopy: (940) 382 -7923 11. 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. 12. Owner represents and warrants to the City that (i) it has taken all actions necessary to authorize the party executing this Agreement for and on behalf of Owner to bind, in all respects, Owner to all terms and provisions hereof, and (ii) this Agreement is binding and enforceable, in all respects, against the Owner. E 13. The representations, warranties, agreements and covenants contained herein shall survive the Closing and shall not merge with the Special Warranty Deed. 14. 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, City may, at its election, terminate this Agreement at any time prior to Closing. CITY OF DENTON, TEXAS By: GE( ZGE . CAMPBELL, CITY MANAGER Date: .: 1 2015 ATTEST: :• WALTERS, CITY SECRETARY , 2015 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY �.. BY: Date:_ '2015 OWNER: WILLIAMS RENTALS, LLC � I A W. E. Williams, III Manager Date: 2015 RECEIPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Company acknowledges 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: Reunion Title 2745 Wind River Lane Denton, Texas 76210 Telephone: (940) 382 -3030 Printed Name: Title: Contract receipt date: , 2015 8 Attachment I 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 WILLIAMS RENTALS, LLC, a Texas limited liability company (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 76201, 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 on Exhibit "A ", 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 "). Exceptions to conveyance and warranty: [Insert Permitted Exceptions, if any] Grantor hereby assigns to Grantee, without recourse or representation, any and all claims and causes of action that Grantor may have for or related to any defects in, or injury to, the Property. Grantee represents and warrants to Grantor that it has made an independent inspection and evaluation of the Property and acknowledges that Grantor has made no statements or representations concerning the present or future value of the Property, or the condition, including the environmental condition, of the Property. Except as otherwise specifically represented and warranted by Grantor herein and in that certain Contract of Sale, dated , 2015, by and between Grantor and Grantee, GRANTOR MAKES NO REPRESENTATIONS OR WARRANTIES EXPRESSED, STATUTORY, OR IMPLIED, AS TO THE VALUE, QUALITY, QUANTITY, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY AND /OR MATERIALS CONTAINED OR LOCATED IN, ON OR UNDER THE PROPERTY, THE NATURE OF THE PAST OR HISTORIC USE OF THE PROPERTY, AND /OR MERCHANTABILITY OR FITNESS FOR PURPOSE OF ANY OF THE PROPERTY. Grantee further acknowledges that it has relied solely upon its independent evaluation and examination of the Property, and public records relating to the Property and the independent evaluations and studies based thereon. Grantor makes no warranty or representation as to the accuracy, completeness or usefulness of any information furnished to Grantee, if any, whether furnished by Grantor or any third party. Grantor assumes no liability for the accuracy, completeness or usefulness of any material furnished by Grantor, if any, and /or any other person or party. Reliance on any material so furnished is expressly disclaimed by Grantee, and shall not give rise to any cause, claim or action against Grantor. TO HAVE AND TO HOLD the Property, together with all 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 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 when the claim is by, through, or under Grantor, but not otherwise. EXECUTED the day of w_... _, 2015 WILLIAMS RENTALS, LLC W. E. Williams III, Manager ACKNOWLEDGMENT THE STATE OF COUNTY OF This instrument was acknowledged before me on ,, 12015 by W. E. Williams III, Manager of WILLIAMS RENTALS, LLC, a Texas limited liability company. Notary Public, State of Texas My commission expires: Upon Filing Return To: Property Tax Bills To: The City of Denton - Engineering City of Denton Finance Department Attn: Paul Williamson 215 E. McKinney Street 901 -A Texas Street Denton, Texas 76201 Denton, TX 76209 EXHIBIT "A" to Special Warranty Deed Legal Description TRACT I: BEING all that certain lot, tract, or parcel of land situated in the S. McCracken Survey, Abstract Number 817, in the City of Denton, Denton County, Texas, being a part of that certain tract of land conveyed by deed from Walter B. McClurkan, Trustee, to W.E. Williams recorded in Volume 316, Page 426, Deed Records, Denton County, Texas, and being more particularly described as follows: BEGINNING at an iron rod found for corner in the Southeast line of Sherman Drive, a public roadway, said point being the Northwest corner of that certain tract of land conveyed by deed from Peggy J. Morris to Winston C. Moore and Peggy Ann Moore recorded under Clerk's File No. 96- R0022090, Official Public Records of Real Property, Denton County, Texas; THENCE North 29 degrees 08 minutes 06 seconds East, 165.43 feet with Southeast line of said Sherman Drive to an iron rod set for corner; THENCE South 70 degrees 07 minutes 08 seconds East, 144.61 feet to an iron rod set for corner in the West line of Block A of Cambridge Square Subdivision, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Volume 4, Page 38, Plat Records, Denton County, Texas; THENCE South 01 degree 15 minutes 46 seconds West, 104.83 feet with said West line of said Block A of said Cambridge Square Subdivision to an iron rod found for corner, said point being the Northeast corner of said Moore tract; THENCE North 87 degrees 27 minutes 55 seconds West, 214.44 feet with the North line of said Moore tract to the PLACE OF BEGINNING and containing 0.529 acre of land. TRACT II: BEING all that certain lot, tract, or parcel of land situated in the S. McCracken Survey, Abstract Number 817, in the City of Denton, Denton County, Texas, being a part of that certain tract of land conveyed by deed from Walter B. McClurkan, Trustee, to W.E. Williams recorded in Volume 316, Page 426, Deed Records, Denton County, Texas, and being more particularly described as follows: COMMENCING at an iron rod found for corner in the Southeast line of Sherman Drive, a public roadway, said point being the Northwest corner of that certain tract of land conveyed by deed from Peggy J. Morris to Winston C. Moore and Peggy Ann Moore recorded under Clerk's File No. 96- R0022090, Official Public Records of Real Property, Denton County, Texas; THENCE North 29 degrees 08 minutes 06 seconds East, 165.43 feet with Southeast line of said Sherman Drive to an iron rod set for PLACE OF BEGINNING; THENCE North 20 degrees 08 minutes 06 seconds East, 293.14 feet with said Southeast line of said Sherman Drive to an iron rod set found for corner in the West line of Block A of Cambridge Square Subdivision, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Volume 4, Page 38, Plat Records, Denton County, Texas; THENCE South 01 degree 15 minutes 46 seconds West, 305.31 feet with said West line of said Block A of Cambridge Square Subdivision to an iron rod set for corner; THENCE North 70 degrees 07 minutes 08 seconds West, 144.61 feet to the PLACE OF BEGINNING and containing 0.480 acre of land.