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19-007ORDINANCE NO. 19-007 AN ORDINANCE OF THE CITY OF DENTON ("CITY") AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE A PURCHASE AGREEMENT BY AND BETWEEN MD MASUD REZA (THE "OWNER"), AND THE CITY, REGARDING THE SALE AND PURCHASE OF FEE SIMPLE TO AN APPROXIMATE 1.656 ACRE TRACT, MORE OR LESS, SITUATED IN ALEXANDER HILL SURVEY, ABSTRACT NO. 623, DENTON COUNTY, TEXAS FOR THE PURCHASE PRICE OF TWO MILLION NINE HUNDRED NINETY-NINE THOUSAND SEVEN HUNDRED FIFTY DOLLARS AND NO CENTS ($2,999,750.00), AS PRESCRIBED IN THE PURCHASE AGREEMENT; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AUTHORIZING RELOCATION EXPENDITURES; PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE. (Eagle Electric Substation — 801-811 Eagle Drive & 827 Bernard Street) WHEREAS, the above -captioned tract, containing approximately 1.656 acre, and located at 801-811 Eagle Drive and 827 Bernard Street, and more particularly described in Exhibit "A," attached hereto and made a part herein for all purposes (the "Property"), was formally approved by City Council as the site for the planned Eagle Electric Substation on August 23, 2016 via Resolution 2016-028 (the "Project"); and WHEREAS, on May 23, 2017 City Council adopted Ordinance 2017-156, determining that a public use and necessity exists for, and that the public welfare and convenience require the acquisition of the subject Property tract and authorized staff to acquire the Property in compliance with Chapter 21 of the Texas Property Code; and WHEREAS, MD Masud Reza agrees to sell Property for the purchase price of Two Million Nine Hundred Ninety -Nine Thousand Seven Hundred Fifty Dollars ($2,999,750.00); and WHEREAS, the City Council of the City of Denton hereby finds that the Purchase Agreement between the City and MD Masud Reza serves a municipal and public use and is in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 2. The City Manager, or his designee, is hereby authorized to (i) execute the Purchase Agreement, attached hereto as Exhibit "B" and incorporated herein by reference, and to carry out the duties and responsibilities of the City under the Purchase Agreement, including the expenditure of funds as provided therein; and (ii) execute any and all other documents incident and related to the purchase of the subject property tract; and (iii) make expenditures in accordance with Ordinance No. 2012-073, dated April 17, 2012, pertaining to relocation related expenses and advisory services. SECTION 3 The provisions of this ordinance are severable, and the invalidity of any phrase, clause, or part of this ordinance shall not affect the validity or effectiveness of the remainder of the ordinance. SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. The motion to dMpproye this ordinance was made by , , ° ," ,�� �� '� and seconded by .' ��.�',.....'k k� ... the ordinance was passed ' and approved by the following vote °r Aye Nay Abstain Absent Chris Watts, Mayor: Gerard Hudspeth, District 1: 1/ Keely G. Briggs, District 2: 1 Don Duff, District 3: 1/ John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: 1,"", PASSED AND APPROVED this the 11 day of , 2019. iw HRIS'�'ATTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY Map BY:� w APPROVED AS TO LEGAL FORM: —00 AARON LEAL, CITY ATTORNEY EXHIBIT "A" LEGAL DESCRIPTION BEING a 1.656-acre tract of land situated in the Alexander Hill Survey, Abstract No. 623, in the City of Denton, Denton County, Texas, and being all of a called 1.665-acre tract of land described in Deed to MD Masud Reza, as recorded in Document No. 99-125206 of the Real Property Records of Denton County, Texas (R.P.R.D.C.T.), and being more particularly described as follows: BEGINNING at an "X" cut found at the northeast corner of said Reza tract, common with the northwest corner of a called 4.458-acre tract of land described in Deed to Orion UNT, LLC, as recorded in Document No. 2014-130802 of the Official Records of Denton County, Texas (O.R.D.C.T.), and located in the existing south right of way line of Eagle Drive (60.00 foot R.O.W.); THENCE South 00023'09" East, departing the existing south right of way line of said Eagle Drive, and along the common easterly line of said Reza tract and the westerly line of said 4.458- acre tract, a distance of 27.10 feet to a 1/2-inch iron rod with cap stamped "Metroplex 1849" found at the north line of a 1-story masonry building; THENCE North 89°51'22" East, along the north line of said 1-story masonry building, a distance of 4.75 feet to the northeast corner of same; THENCE South 00014'43" East, along the east line of said 1-story masonry building, a distance of 66.40 feet to the southeast corner of same; THENCE North 89059'38" West, along the south line of said 1-story masonry building, a distance of 4.59 feet to an "X" cut found for corner; THENCE South 00023'09" East, departing the south line of said 1-story masonry building, and along the westerly line of said 4.458-acre tract, a distance of 110.31 feet to a 5/8-inch iron rod with cap stamped "TNP" set at the southeast corner of said Reza tract and the northeast corner of a called 0.386-acre tract of land described in Deed to University Place, L.P., as recorded in Document No. 96-47249 (R.P.R.D.C.T.); THENCE North 89015'17" West, departing the westerly line of said 4.458 acre tract, and along the common south line of said Reza tract and the north line of said University Place, L.P. tract, a distance of 357.74 feet to a "Y" cut found at the southwest corner of said Reza tract, same being the northwest corner of the remainder of a called 0.224 acre tract of land described in Deed to University Place, L.P., as recorded in Volume 3263, Page 664 of the Deed Records of Denton County, Texas (D.R.D.C.T.), and located in the existing east right of way line of Bernard Street (variable width R.O.W.); THENCE North 00032'43" West, departing the north line of said 0.224-acre tract, and along the common west line of said Reza tract and the existing east right of way line of said Bernard Street, a distance of 197.46 feet to an "X" cut set at the intersection with the existing south right of way line of said Eagle Drive, same being the northwest corner of said Reza tract; THENCE North 89043'46" East, departing the existing east right of way line of said Bernard Street, and along the common north line of said Reza tract and the existing south right of way line of said Eagle Drive, a distance of 358.22 feet to the POINT OF BEGINNING, and containing 1.656 acres of land, more or less. 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 f°a�mm , 2019, but effective as of the date provided below, between MD Masud Reza (referred to herein as "Owner") and the City of Denton, a Texas home -rule municipal corporation ("City"). WITNESSETH: WHEREAS, MD Masud Reza is the Owner of a 1.656 acre tract of land in the Alexander Hill Survey, Abstract No. 623, City of Denton, Denton County, Texas (the "Land"), being affected by the Eagle Substation Project (referred to herein as the "Project"); and WHEREAS, City is in need of certain fee simple lands, being the Land for 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 Land, being more specifically described described in Exhibit "A" to that certain Special Warranty Deed, and other interests as prescribed therein (the "Property"), the Special Warranty Deed being attached hereto as Attachment 1 and made a part hereof. B. Owner, subject to the limitation of such reservation made herein, shall reserve, for himself, his successors and assigns: all oil, gas, and other minerals in, on, under, and that may be produced from the Property. Owner, his 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. 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 Million Nine Hundred Ninety -Nine Thousand Seven Hundred Fifty and No/100 Dollars ($2,999,750.00). The monetary compensation prescribed in this Section 2 is herein referred to as the "Total Monetary Compensation". Notwithstanding the foregoing, nothing 2 herein shall be construed as waiver of any eligible relocation entitlements and/or benefits due the Owner or Owner's tenants occupying the Property. 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 7, 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 at 2745 Wind River Lane, Denton, Texas 76210 ("Title Company"), with said Title Company acting as escrow agent, on the date which is 45 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. 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 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 3 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. 6. The date on which this Agreement is executed by the City 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 Property; or (ii) enter into any Agreement that will be binding upon the Property or upon the Owner with respect to the Property 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: OWNER: CITY: MD Masud Reza City of Denton Paul Williamson Real Estate 216 W. Mulberry Street Denton, Texas 76201 Telecopy: (940) 349-8951 Copies to: For Owner: For City: Josh T. Westrom Aaron Leal, City Attorney Law Offices of Jones & Westrom City Attorney's Office 400 West Oak Street, Suite 300 215 E. McKinney Denton, Texas 76201 Denton, Texas 76201 Telecopy: (940) 565-1078 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. 13. The representations, warranties, agreements and covenants contained herein shall survive the Closing and shall not merge with the Special Warranty Deed. 5 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 Property, City may, at its election, terminate this Agreement at any time prior to Closing. 15. The execution of this Agreement by Owner constitutes an offer to sell the Property to the City under the threat of eminent domain by the City. Unless, within thirty (30) days after the date of execution of this Agreement by Owner, this Agreement is accepted by City by signing the offer and delivering a fully -executed copy to Owner, the offer of this Agreement will be deemed automatically withdrawn. CITY OF DENT 1-6 d l filetnan,""City Manager Date: �''���� � , 2019 V My ATTEST: ROSA RIOS, CITY SECRETARY BY: fe e,... Date: , 2019 APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY v let w ry BY:w .o Date ... ,2019 THIS AGREEMENT HAS BEEN BOTH L REVIEWED AND APPROVED AS TO FitiarwAal and operational obligations and oo, Be 11 ys terms. I �)c — Si Maw Title C-ce.'e,"Tiz, t Department Date: OWNER: MD NNSLld Reza Date:_ 12019 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., TX 76210 Telephone: (940) 382-3030 Telecopy: (940) 382-0575 Printed Name: r Title: G Agreement receipt date: , 2019 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 DENTON COUNTY That MD Masud Reza (herein called "Grantor"), in consideration of the sum of TEN DOLLARS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, has GRANTED, BARGAINED, SOLD, and CONVEYED and does GRANT, BARGAIN, SELL, AND CONVEY to CITY OF DENTON, a Texas home -rule municipal corporation, ("Grantee"), the real property in Denton County, Texas, fully described in Exhibit A, and all improvements located on it, together with all of Grantor's right, title, and interest in and to (a) any and all rights, titles, powers, privileges, easements, licenses, rights -of - way, and interests appurtenant to the real property and any improvements on the real property, and (b) any and all rights, titles, powers, privileges, easements, licenses, rights -of -way, and interests of Grantor, either at law or in equity, in possession or in expectancy, in and to any real estate lying in the streets, highways, roads, alleys, rights -of -way, or sidewalks, open or proposed, in front of, above, over, under, through, or adjoining the real property, and in and to any strips or gores of real estate adjoining the real property (collectively, "Property"). Grantor, subject to the limitation of the reservation made herein, reserves, for himself, his successors and assigns, all oil, gas, and all associated hydrocarbons, in, on and under, and that may be produced from the Property but excluding (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 (collectively, "Reserved Minerals"). Grantor, his 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 Minerals and/or related to exploration and/or production of the Reserved Minerals, 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 Minerals, and/or related to the exploration or production of same. Page 1 of 3- Special Warranty Deed 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. Nothing herein shall be construed to prohibit the production of the Reserved Minerals and/or the pooling of the Reserved Minerals with other lands, so long as all surface operations are located entirely on lands other than the Property. Exceptions to conveyance and warranty: [Insert Permitted Exceptions] TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances to it in any way belonging, to Grantee, its successors, and its assigns forever, and Grantor binds itself, its successors, and its assigns to WARRANT AND FOREVER DEFEND all and singular the title to the Property to Grantee, its successors, and its assigns against any person lawfully claiming or to claim the same or any part of it, by, through, or under Grantor, but not otherwise, subject to the Permitted Exceptions. EXECUTED as of the day of _ , 2019. MD Masud Reza ACKNOWLEDGMENTm State of Texas § Denton County § This instrument was acknowledged before me on the day of , 2019, by MD Masud Reza. Notary Public, State of Texas My commission expires: Upon Filing Return To: City of Denton Development Services Annex Capital Projects — Real Estate 216 W. Mulberry Street Denton, TX 76201 Page 3 of 3- Special Warranty Deed Property Tax Bills To: City of Denton Finance Department 215 E. McKinney Street Denton, Texas 76201 EXHIBIT "A" LEGAL DESCRIPTION BEING a 1.656-acre tract of land situated in the Alexander Hill Survey, Abstract No. 623, in the City of Denton, Denton County, Texas, and being all of a called 1.665-acre tract of land described in Deed to MD Masud Reza, as recorded in Document No. 99-125206 of the Real Property Records of Denton County, Texas (R.P.R.D.C.T.), and being more particularly described as follows: BEGINNING at an "X" cut found at the northeast corner of said Reza tract, common with the northwest corner of a called 4.458-acre tract of land described in Deed to Orion UNT, LLC, as recorded in Document No. 2014-130802 of the Official Records of Denton County, Texas (O.R.D.C.T.), and located in the existing south right of way line of Eagle Drive (60.00 foot R.O.W.); THENCE South 00023'09" East, departing the existing south right of way line of said Eagle Drive, and along the common easterly line of said Reza tract and the westerly line of said 4.458- acre tract, a distance of 27.10 feet to a 1/2-inch iron rod with cap stamped "Metroplex 1849" found at the north line of a 1-story masonry building; THENCE North 89051'22" East, along the north line of said 1-story masonry building, a distance of 4.75 feet to the northeast corner of same; THENCE South 00014'43" East, along the east line of said 1-story masonry building, a distance of 66.40 feet to the southeast corner of same; THENCE North 89059'38" West, along the south line of said 1-story masonry building, a distance of 4.59 feet to an "X" cut found for corner; THENCE South 00023'09" East, departing the south line of said 1-story masonry building, and along the westerly line of said 4.458-acre tract, a distance of 110.31 feet to a 5/8-inch iron rod with cap stamped "TNP" set at the southeast corner of said Reza tract and the northeast corner of a called 0.386-acre tract of land described in Deed to University Place, L.P., as recorded in Document No. 96-47249 (R.P.R.D.C.T.); THENCE North 89015'17" West, departing the westerly line of said 4.458 acre tract, and along the common south line of said Reza tract and the north line of said University Place, L.P. tract, a distance of 357.74 feet to a "Y" cut found at the southwest corner of said Reza tract, same being the northwest corner of the remainder of a called 0.224 acre tract of land described in Deed to University Place, L.P., as recorded in Volume 3263, Page 664 of the Deed Records of Denton County, Texas (D.R.D.C.T.), and located in the existing east right of way line of Bernard Street (variable width R.O.W.); THENCE North 00032'43" West, departing the north line of said 0.224-acre tract, and along the common west line of said Reza tract and the existing east right of way line of said Bernard Street, a distance of 197.46 feet to an "X" cut set at the intersection with the existing south right of way line of said Eagle Drive, same being the northwest corner of said Reza tract; THENCE North 89043'46" East, departing the existing east right of way line of said Bernard Street, and along the common north line of said Reza tract and the existing south right of way line of said Eagle Drive, a distance of 358.22 feet to the POINT OF BEGINNING, and containing 1.656 acres of land, more or less.