2016-078ORDINANCE NO. 2016-078
AN ORDINANCE AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO
EXECUTE A PURCHASE AGREEMENT, BY AND BETWEEN THE CITY OF DENTON
("CITY"), AS BUYER, AND BCI REAL ESTATE VENTURES, L.P., ("OWNER"), AS
SELLER, TO ACQUIRE FEE SIMPLE TITLE TO A 1.509 ACRE TRACT LOCATED 1N THE
MOREAU FORREST SURVEY, ABSTRACT NUMBER 417, IN THE CITY OF DENTON,
DENTON COUNTY, TEXAS; ("PROPERTY INTERESTS") FOR THE PURCHASE PRICE
OF TWO HUNDRED TWENTY THREE THOUSAND EIGHT HUNDRED SEVEN
DOLLARS AND NO CENTS ($223,807.00), AND OTHER CONSIDERATION, AS SET
FORTH IN THE PURCHASE AGREEMENT ("AGREEMENT") ATTACHED TO THIS
ORDINANCE; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR;
PROVIDING A SAVINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Denton ("City") has initiated the widening and expansion of
Mayhill Road affecting, among other lands and interests, the Property Interests; and
WHEREAS, the widening and expansion of Mayhill Road constitutes a valid public use
of the City and its citizens; and
WHEREAS, the City made a written Initial Offer to Owner of the Property Interests on
June 15, 2015; and
WHEREAS, the City made a written Final Offer to Owner of the Property Interests on
August 7, 2015; and
WHEREAS, Owner has made a counteroffer to the City's offers;
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 authorized (a) to execute on behalf
of the City (i) the Purchase Agreement, between the City and Owner, substantially in the form
attached as Exhibit "A", with a purchase price of $223,807.00 and other consideration, plus costs
and expenses, all as set forth 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.
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PASSED AND APPROVED this the da of �"'� '�.���,
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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ANITA BURGESS, CITY ATTORNEY
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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 �QhC� / ,
2016, but effective as of the date provided below, between BCI REAL ESTATE VENTURES,
L.P., a Texas limited partnership (referred to collectively herein as "Owner" or "Seller") and the
City of Denton, Texas ("City" or "Buyer").
WITNESSETH:
WHEREAS, BCI REAL ESTATE VENTURES, L.P., a Texas limited partnership is the
Owner of a tract of land (the "Land") in the Morreau Forrest Survey, Abstract Number 417,
Denton County, Texas in the City of Denton, Denton County, Texas, being affected by the
Mayhill Road Widening and Improvements Project ("Mayhill Project) referred to herein as the
"Proj ect");
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" 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.
The Special Warranty Deed shall be in the form and upon the terms as attached hereto and
incorporated herein as "Attachment 1 ".
B. Owner, subject to the limitation of such reservation made herein, shall reserve, for themselves,
their heirs, devisees, successors and assigns all oil, gas and other minerals in, on and under and that
may be produced from the Fee Lands. Owner, their heirs, devisees, 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).
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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.
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 Two Hundred Twenty Three Thousand Eight Hundred Seven and
No/100 Dollars ($223,807.00). The monetary compensation prescribed in this Section 2 is herein
referred to as the "Total Monetary Compensation".
3. The Owner shall convey and grant to the City the Fee Lands 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 Fee Lands, if necessary in the discretion of the
City, but at no cost to the Owner. 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. Owner stipulates that the Total Monetary Compensation payment constitutes and includes all
compensation due Owner by City related to the transactions contemplated by this Agreement.
5. The Closing (herein so called) shall occur in and through the office of Reunion Title, 207 South
Denton Tap Road, #300, Coppell, Texas, 75019 ("Title Company"), with said Title Company acting
as escrow agent, on the date which is 60 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 shall
be the next resulting business day.
3
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 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
proration at Closing shall be based on the amount of taxes due and payable with respect to the Fee
Lands 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. If the
conveyance contemplated by this Agreement or the use of the Fee Lands by the City after the
Closing results in the assessment of additional taxes, penalties or interest (the "Rollback
Assessments") for periods prior to closing, Owner shall not be responsible for the Rollback
Assessments. All other typical, customary and standard closing costs associated with this
transaction shall be paid speciiically 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 City 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.
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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 IN 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 (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.
11. 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:
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BCI REAL ESTATE VENTURES, L.P.,
a Texas limited partnership
525 S. Carroll Blvd., #100
Denton, Texas, 76205
Phone: 940-566-0033
Telecopy: 940-566-9300
Copies to:
For Owner:
Irwin Law Firm
207 S. Denton Tap Road, #100
Coppell, Texas, 75019
Barry D. Irwin
Telecopy: 972-633-3251
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
5
12. 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.
13. 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.
14. The representations, warranties, agreements and covenants contained herein shall survive the
Closing and shall not merge with the Special Warranty Deed.
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, City may, at its election, terminate this Agreement at any time
prior to Closing.
CITY OF DENTON, TEXAS
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��� W�.�[��C�a�E C. CAMPBELL,
CITY MANAGER
Date: ��� � , 2016
ATTEST:
:
WALTERS� CITY SECRETARY
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APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
Date: . "� µ�.�� w ........_...�� 2016
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BCI REAL ESTATE VENTURES, L.P.,
A Texas limited partnership
By: BCI REAL ESTATE VENTURES GP, LLC,
a Texas limited liability company,
its general partner
By:
Date:
By:
Barry D. Irwin, Manager
Craig C. Irwin, Manager
2016
Date: , 2016
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
:
Date:
2016
OWNER:
BCI REAL ESTATE VENTURES, L.P.,
A Texas limited partnership
By. BCI REAL ESTATE VENTURES GP, LLC,
a Texas limited liability company,
its general ������w��:����w
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By•
Craig C. Irwin, Manager
Date: � 2016
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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
207 S. Denton Tap Road, Suite 300
Denton, Texas 75019
Telephone: (972) 462-8725
Telecopy: (972) 393-1658
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Contract receipt date: ��°° ���, � m _� 2016
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ATTACHMENT 1
TO
PURCHASE AGREEMENT
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSOI�T,
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.
STATE OF TEXAS
COUNTY OF DENTON
SPECIAL WARRANTY DEED
,
KNOW ALL MEN BY THESE PRESENTS:
That BCI REAL ESTATE VENTURES, L.P., a Texas limited partnership (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 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 themselves, their
heirs, devisees, successors and assigns all oil, gas and other minerals in, on and under and that
may be produced from the Property. Grantor, their heirs, devisees, successors and assigns shall
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, 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 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 "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 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]
Grantor hereby assigns, without recourse or representation, to Grantee, any and all claims
and causes of action that Grantor may have for or related to any defects in, or injury to, the
Property.
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 heirs, devisees, 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
Page 2 of 4
claim the same or any part thereof, by, through or under Grantor, but not otherwise.
EXECUTED this the day of.�.�.�...�w�..� ................�.........................�, 2016.
OWNER:
BCI REAL ESTATE VENTURES, L.P.,
A Texas limited partnership
By: BCI REAL ESTATE VENTURES GP, LLC,
a Texas limited liability company,
its general partner
:
By:
Barry D. Irwin, Manager
Craig C. Irwin, Manager
ACKNOWLEDGMENT
THE STATE OF TEXAS §
§
COUNTY OF DENTON §
This instrument was acknowledged before me on �__�, 2016, by Barry
—�.��
D. Irwin, as a Manager, BCI Real Estate Ventures GP, LLC, a Texas limited liability company,
acting in its capacity as the general partner for BCI Real Estate Ventures, L.P., a Texas limited
partnership, on behalf of said entities.
Notary Public, State of Texas
Printed Name of Notary
My commission expires:
Page 3 of 4
THE STATE OF TEXAS
COUNTY OF DENTON
�,
ACKNOWLEDGMENT
This instrument was acknowledged before me on _ „ 2016, by Craig
C. Irwin, as a Manager, BCI Real Estate Ventures GP, LLC, a Texas limited liability company,
acting in its capacity as the general partner for BCI Real Estate Ventures, L.P., a Texas limited
partnership, on behalf of said entities.
Upon Filing Return To:
The City of Denton-Engineering
Attn: Paul Williamson
901-A Texas Street
Denton, Texas 76209
Notary Public, State of Texas
Printed Name of Notary
My commission expires:
Property Tax Bills To:
City of Denton Finance Department
215 E. McKinney Street
Denton, Texas 76201
Page 4 of 4
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Bearings shown bereon based on tl�e City of
Denton GIS Network,
rro°r�s:
• I.RP. = 112" iron Roc� Fnund
• I.R.S. ='g�1/2'° 7ron6 Rod Set� w�iydt
y�lL��✓ Ca� �J6��� �PKl W�
$urvey°vog COmpany°°
• All improvements nnt slaotvn hereon.
a Sl.anket Easements reeorded in VoL 193,
Pn. G12> VoJ. 410, Pg. 169, Vo.i. 460, Pg.
89, Vol. 475, Pg. 691, Vol. 544, Pg. 660
&Vnl, 545, I'g. 31 inclnde this ��ct
• Easeznents recorded in Vol. 472, �g. 263,
Vol_ 43j, Pg. 224, Vol. 695, Pg. 350,
Vol. 909, Pg. 381, Vol. 91�, Pg. 522,
Vol. 1128, Pgs. 932 & 985, �%ol. 1433,
Pg. 676 & VoJ. 2896, Pg. 1�8 do not
af£ect subject tract to the best of my
Xnawledge.
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BCF �stats Pesxtures, I�
�tr. rro. 2oo5-st�ao
(re rx)
Naw F�.ight-of-way 0.85a ac. (37,014 sq_ fte)
�xisting �inplied.Dedieation 0.659 ac. (78,718 sq. ft.}
.�,.w.._
1.sag Acr�s c�$,732 sq. ft.)
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xesmuxces �u.�: d+rrz. �ozs3� & ��,'i�+�la� � �� �6t�
�afl d��re�csm LG�aY �t�.re suewey rwwrs �?r� a����uar�l� rnrM WS�r
����'� p,rr,�cu��i��a����:^�a��,YD��Pdw�a�a�ia�hc�i�c�urr�aanu9
i� �u,ar'r�c� n�r� tra ePu� t��;sk wa�"a�wy��,nm rw��*,� thhsre �c�
� no �s,mred���t ala' �a��aa�w:;i�r� ��sm�fc�r� s6dai3ges �ra eu�x,
8ouudaryLoc c�raa�facd�, ,�a�rarovas:�piuzaa�nt�� �awea�qmgr,g�un�q�
ofiu�rovcmaafs, ensnnartts orti�rs oFway tGatl
Lxve 5ccn ad�iscd ofrxcept as sfiown Lrnwa
rthur �ur�eying Co., Inc.
Finfessioaal d�d Surveyors
__..__P.O.Hox...54....�..��,e__.__. e. Te�ss...75067
OHice: (872) 221-9 S F :(972} 221-4675
Established 1986