2008-142Oow d0cuments\ordinances\08\869 woodrow ordinance.doc
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ORDINANCE NO. A12
AN ORDINANCE AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE TO
EXECUTE A REAL ESTATE CONTRACT BETWEEN THE CITY OF DENTON AND
LARRY & MAUREEN MEYER, AND ANY OTHER DOCUMENTS NECESSARY TO
ACQUIRE APPROXIMATELY 1.944 ACRES SITUATED IN THE E. MORRIS SURVEY,
ABSTRACT NO. 160, SAID TRACT BEING LOT 1, BLOCK A, OF THE TEJAS TESTING
ADDITION FINAL PLAT, FILED JUNE 29, 1994, IN CABINET K, PAGE 255 OF THE
REAL PROPERTY RECORDS OF DENTON COUNTY, TEXAS; AUTHORIZING THE
EXPENDITURE OF FUNDS AND PROVIDING AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The Real Estate Contract attached hereto and made a part hereof by
reference (the "Contract") is hereby approved. The City Manager or his designee is hereby
authorized to execute the Contract on behalf of the City and to carry out the City's rights and
duties therein, including the expenditure of funds provided therein.
SECTION 2. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day ofG64, 2008.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
JOHN M. KNIGHT, INTERIM CITY,
BY:
REAL ESTATE CONTRACT
STATE OF TEXAS §
COUNTY OFDENTON §
THIS CONTRACT OF SALE is made by, Larry A. Meyer and Maureen Meyer,
husband and wife (hereinafter referred to as "Seller") and CITY OF DENTON,
TEXAS, a home rule municipality, of Denton, Denton County, Texas,
(hereinafter referred to as "Purchaser"), upon the terms and conditions set forth
herein.
1.
PURCHASE AND SALE
Seller hereby sells and agrees to convey, and Purchaser hereby purchases and
agrees to pay for all that certain tract, lot or parcel of land located in the E. Morris
Survey, Abstract 868, Lot 1, Block A, containing approximately 1.944 acres as shown in
"EXHIBIT A", attached herein, with all rights and appurtenances pertaining to the said
property, including any right, title and interest of Seller in and to adjacent streets, alleys
or rights-of-way, together with any improvements, fixtures, and personal property
situated on and attached to the Property (all of such real property, rights, and
appurtenances being hereinafter referred to as the "Property"), for the consideration
and upon and subject to the terms, provisions, and conditions hereinafter set forth.
II.
PURCHASE PRICE
1. Amount of Purchase Price. The total purchase price for the Property
shall be the sum of Seven Hundred Thousand Dollars and No Cents
($700,000.00) (the "Purchase Price").
2. Payment of Purchase Price. The full amount of the Purchase Price shall
be payable in immediately available funds at the closing.
3. Escrow Deposit. For the purpose of securing the performance of
Purchaser under the terms of this Contract, Purchaser has delivered to
Sendera Title of Texas, Inc., the sum of $1,000.00, the Escrow Deposit,
which will be deposited in an interest bearing escrow account. Said escrow
deposit shall be paid to Seller in the event Purchaser breaches this Contract
as provided in Article X of this Contract. At the closing, the Escrow Deposit
will be paid over to Seller and applied to the cash portion of the sales price,
to the title company that one or more of the conditions to its obligations set
forth in Article III have not been met, or, in the opinion of Purchaser,
cannot be satisfied, as provided for in Article III, or Seller has breached this
contract as provided in Article IX, then the Escrow Deposit, less $100.00,
which is nonrefundable independent consideration for the feasibility period
provided in Article III (the "Feasibility Period Consideration"), will be
immediately returned by the title company to Purchaser and this contract
shall terminate and be of no further force or effect.
III.
FEASIBILITY REVIEW/RIGHT OF ENTRY
1. Feasibility Review/Right of Entry. For ninety (90) days from the Effective
Date of this Agreement ("Feasibility Review Period"), Purchaser and its agents and
contractors may enter upon the Property to perform environmental audits, soil tests,
engineering and feasibility studies of the Property. Within 30 days after the Effective
Date Seller shall deliver to Purchaser copies of all environmental audits, soil tests,
engineering and feasibility studies of the Property that Seller has within its custody or
control. If the results of such audits, tests or studies, or Purchaser's review of title,
survey or any other matters relating to the Property are unsatisfactory, Purchaser may
terminate this Agreement by giving Seller written notice before the end of the Feasibility
Review Period. If no such written notice of termination is given before the end of the
Feasibility Review Period, the Property will be deemed suitable for Purchaser's
purposes. In the event of such termination by Purchaser, then Purchaser shall
surrender to Seller copies of all audits, soil, engineering, and any other reports prepared
for Purchaser pertaining to the Property and such reports will become the sole property
of Seller without cost or expense of Seller and this Agreement will terminate without
any further force and effect, and without further obligation of either party to the other.
IV.
PURCHASER'S OBLIGATIONS
The obligations of Purchaser hereunder to consummate the transactions
contemplated hereby are subject to the satisfaction of each of the following conditions
any of which may be waived in whole or in part by Purchaser at or prior to the closing.
1. Preliminary Title Report. Within ten (10) days after the date hereof, Seller,
at Seller's sole cost and expense, shall have caused the Title Company (hereinafter
defined) to issue a owner's policy commitment (the "Commitment") accompanied by
copies of all recorded documents relating to easements, rights-of-way, etc., affecting
the Property. Purchaser shall give Seller written notice on or before the expiration of
ten (10) days after Purchaser receives the Commitment that the condition of title as set
forth in the Commitment is or is not satisfactory. In the event Purchaser states the
PACE 2
condition of title is not satisfactory, Seller shall, at Seller's option, promptly undertake to
eliminate or modify all unacceptable matters to the reasonable satisfaction of Purchaser.
In the event Seller is unable to do so within ten (10) days after receipt of written
notice, Purchaser, at its option may elect to terminate this Agreement (in which event
this Agreement shall be null and void), grant Seller additional time to cure, or proceed
to closing. Purchaser's failure to give Seller this written notice shall be deemed to be
Purchaser's acceptance of the commitment.
2. Survev. Seller, at Seller's sole cost and expense, shall obtain a current ALTA
Survey, which shall be in accordance with the then-current "Accuracy Standards for
Land Title Surveys" ("Accuracy Standards") as adopted, from time to time by the
National Society of Professional Surveyors, and that is prepared by a duly licensed
Texas land surveyor acceptable to Purchaser. The survey shall be staked on the
ground, and shall show the location of all improvements, highways, streets, roads,
railroads, rivers, creeks, or other water courses, fences, easements, and rights-of-way
on or adjacent to the Property, if any, and shall contain the surveyor's certification that
there are no encroachments on the Property and shall set forth the number of total
acres comprising the Property, together with a metes and bounds description thereof.
Seller shall deliver the survey to Purchaser within fourteen (14) days of the effective
date herein. Following delivery of the Survey, the parties agree to amend this Contract
to substitute the metes and bounds description of the Property set forth on the Survey
for the current description set forth herein if the current description is different from
that set forth in the Survey. Seller will have the survey updated prior to the closing
date to reflect any encumbrances that affect the subject property in accordance with
the title "Commitment" discussed in section IV, paragraph 1 above.
Purchaser will have ten (10) days after receipt of the survey to review and
approve the survey. In the event the survey is unacceptable, then Purchaser shall
within the ten (10) day period, give Seller written notice of this fact. Seller shall, at
Seller's option, promptly undertake to eliminate or modify the unacceptable portions of
the survey to the reasonable satisfaction of Purchaser. In the event Seller is unable to
do so within ten (10) days after receipt of written notice, Purchaser, at its option may
elect to terminate this Agreement (in which event this Agreement shall be null and
void), grant Seller additional time to cure, or proceed to closing. Purchaser's failure to
give Seller this written notice shall be deemed to be Purchaser's acceptance of the
survey. ,
3. Seller's Compliance. Seller shall have performed, observed, and complied
with all of the covenants, agreements, and conditions required by this Agreement to be
performed, observed, and complied with by Seller prior to or as of the closing.
PAGE 3
V.
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Purchaser as follows, which
representations and warranties shall be deemed made by Seller to Purchaser also as of
the closing date:
1. "SAS IS" Condition. Property to be sold in "AS IS" condition; however
nothing herein shall be construed to release, discharge or hold harmless, any of Seller's
predecessors in title.
VI.
CLOSING
The closing shall be held at the office of Sendera Title Company, 2220 San Jacinto
Blvd., Suite 310, Denton, Texas 76205 on or before October 15, 2008, or at such title
company, time, date, and place as Seller and Purchaser may mutually agree upon
(which date is herein referred to as the "closing date").
VII.
CLOSING REQUIREMENTS
1. Seller's Renuirements. At the closing Seller shall:
A. Deliver to the City of Denton a duly executed and acknowledged Special
Warranty Deed, in the form of attached Exhibit "B" (the "Deefl and
incorporated herein by reference, conveying good and marketable title in fee
simple to all of the Property, free and clear of any and all liens,
encumbrances, conditions, assessments, and restrictions, except for the
following:
1. General real estate taxes for the year of closing and
subsequent years not yet due and payable;
2. Any exceptions approved by Purchaser pursuant to
Purchaser's Obligations hereof; and
3. Any exceptions approved by Purchaser in writing.
B. Deliver to Purchaser a Texas Owner's Policy of Title Insurance at Seller's
sole expense, issued by Sendera Title Company, Denton, Texas, (the "Title
PAGE 4
Company"), or such title company as Seller and Purchaser may mutually
agree upon, in Purchaser's favor in the full amount of the purchase price,
insuring fee simple title for the City of Denton to the Property subject only to
those title exceptions listed in Closing Requirements hereof, such other
exceptions as may be approved in writing by Purchaser, and the standard
printed exceptions contained in the usual form of Texas Owner's Policy of
Title Insurance, provided, however:
1. The boundary and survey exceptions shall be
deleted if required by Purchaser and if so required, the
costs associated with same shall be borne by mgr;
PkcN4sMIL yrhyr( 4e,,
2. The exception as to restrictive covenants shall be
endorsed "None of Record";
3. The exception for taxes shall be limited to the year
of closing and shall be endorsed "Not Yet Due and
Payable"; and
4. The exception as to liens encumbering the Property
shall be endorsed "None of Record".
C. At Sellers sole cost and expense, Seller "shall deliver the Property at
closing to Purchaser in good clean condition, free and clear of all debris,
and personal property. In addition, at Seller's sole cost and expense, all
heating, cooling, plumbing, electrical systems and any built-in appliances
will be in good repair, clean, and fully operable condition at the time of
closing.
D. Deliver to Purchaser possession of the Property on the day of closing.
2. Purchaser's Reauirements. Purchaser shall pay the consideration as
referenced in the "Purchase Price" section of this contract at Closing in immediately
available funds. The Escrow Deposit shall be applied to the purchase price at Closing.
3. Closing Costs. Seller shall pay all taxes assessed by any tax collection
authority through the date of Closing. All other costs and expenses of closing in
consummating the sale and purchase of the Property not specifically allocated herein
shall be paid by the Seller, except each party will be responsible for its own attorney
fees.
PAGE 5
VIII.
REAL ESTATE COMMISSION
Purchaser has not retained a broker for this transaction. Seller shall be responsible
for any real estate fees, commissions, or other monies owed to any broker as a result of
the consummation of this contract.
IX.
BREACH BY SELLER
If Seller fails to fully and timely perform any of its obligations under this Contract
or fails to consummate the sale of the Property for any reason, except Purchaser's
default, Purchaser may: (1) enforce specific performance of this Contract; or (2)
terminate this contract and receive the Escrow Deposit, less the Feasibility Period
Consideration, from the title company.
X.
BREACH BY PURCHASER
In the event Purchaser fails to consummate the purchase of the Property, if
Seller is not in default under this Contract, Seller will have the right to (1) enforce
specific performance of this Contract; or (2) receive the Escrow Deposit from the title
company, as liquidated damages for the failure of Purchaser to perform the duties
imposed on it by the terms of this Contract. If Seller opts to receive the Escrow Deposit,
Seller agrees to accept this cash payment as total damages and as Seller's only remedy
under this Contract in the event of Purchaser's default.
XI.
MISCELLANEOUS
1. Assignment of Agreement. Purchaser may assign this Agreement without
the express written consent of Seller.
2. Survival of Covenants. Any of the representations, warranties, covenants,
and agreements of the parties, as well as any rights and benefits of the parties,
pertaining to a period of time following the closing of the transactions contemplated
hereby shall survive the closing and shall not be merged therein.
3. Notice. Any notice required or permitted to be delivered hereunder shall be
deemed received when sent by United States mail, postage prepaid, certified mail,
return receipt requested, addressed to Seller or Purchaser, as the case may be, at the
PAGE 6
address set forth beneath the signature of the party or via facsimile at the fax numbers
below.
a.Seller's agent for purposes of notice shall be: Larry Meyer, P.O. Box 4, Argyle, TX
76226-0004, Fax No. (940) 464-7681.
b.Purchaser's agent for the purposes of notice shall be: Edwin Snyder, City Attorney,
City of Denton, 215 East McKinney Street, Denton, Texas, 76201 Fax No. (940)
382-7923, with a copy to Real Estate and Capital Support Division, 901-A Texas
Street, Second Floor, Denton, Texas, 76201, Fax No. (940) 349-8951.
4. Texas Law to Apply. This Agreement shall be construed under and in
accordance with the laws of the State of Texas, and all obligations of the parties
created hereunder are performable in Denton County, Texas. Exclusive venue shall be
a court of competent jurisdiction in Denton County, Texas
5. Parties Bound. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective heirs, executors, administrators, legal
representatives, successors and assigns where permitted by this Agreement.
6. Legal Construction. In case any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in
any respect, said invalidity, illegality, or unenforceability shall not affect any other
provision hereof, and this Agreement shall be construed as if the invalid, illegal, or
unenforceable provision had never been contained herein.
7. Prior Agreements Superseded. This Agreement constitutes the sole and
only agreement of the parties and supersedes any prior understandings or written or
oral agreements between the parties respecting the within subject matter.
8. Time of Essence. Time is of the essence in this Agreement.
9. Gender. Words of any gender used in this Agreement shall be held and
construed to include any other gender, and words in the singular number shall be held
to include the plural, and vice versa, unless the context requires otherwise.
10. Memorandum of Contract. Upon request of either party, both parties shall
promptly execute a memorandum of this Agreement suitable for filing of record.
11. Compliance. In accordance with the requirements of the Texas Real Estate
License Act, Purchaser is hereby advised that it should be furnished with or obtains a
policy of title insurance or Purchaser should have the abstract covering the Property
examined by an attorney of Purchaser's own selection.
12. Time Limit. In the event a fully executed copy of this Agreement has not
PAGE 7
been returned to Purchaser within thirty (30) days after Purchaser executes this
Agreement and delivers same to Seller, Purchaser shall have the right to terminate this
Agreement upon written notice to Seller.
13. Effective Date. The term "Effective Date" means the latter of the dates on
which this Contract is signed by either Seller or Purchaser, as indicated by their
signature below. If the last party to execute this Contract fails to complete the date of
execution below that party's signature, the date the Title Company acknowledges
receipt of a copy of this fully executed contract is the Effective Date.
IN WITNESS WHEREOF, Seller and Purchaser have executed this contract as follows:
SELLER:
SELLER:
Larry A. Meyer and Maureen Meyer, Husband and Wife
By C, Y 1/~~~✓
V Larry A. Meyer
By (t~LL1dc )n&t 4-e-<,
Maureen Meyer U
PURCHASER:
CITY OF DENTON,
A HOME RULE MUNICIPALITY, OF DENTON,
DENTON COUNTY, TEXAS
BY: z~
George C. Campbell
City Manager
215 E. McKinney
Denton, Texas 76201
Date: Q-711151108
PAGE 8
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: l/~O ~1 D r / /
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
BY:
TITLE COMPANY ACCEPTANCE AND ACKNOWLEDGEMENT
The Title Company acknowledges receipt of the fully executed Contract on day
of 2008.
TITLE COMPANY:
Name: Sendera Title
Address: 2220 San Jacinto Blvd.
Suite #310
Denton, Texas 76205
Telephone: 940-442-6103
By:
Printed Name:
Title:
PAGE 9
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EXHIBIT B
SPECIAL WARRANTY DEED
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,
YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION
FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC
RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE
NUMBER.
THE STATE OF TEXAS, §
§ KNOW ALL MEN BY THESE PRESENTS
COUNTY OF DENTON §
THAT the undersigned, Larry A. Meyer and Maureen Meyer, husband and
wife, (hereinafter referred to as "Grantor", whether one or more for and in
consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and
valuable consideration to it in hand paid by City of Denton, Texas, a home rule
municipality (hereinafter referred to as "Grantee', the receipt and sufficiency of
which is hereby acknowledged and confessed, has GRANTED, SOLD AND
CONVEYED, and by these presents does hereby GRANT, SELL, AND CONVEY unto
the said Grantee, the real property containing approximately 1.944 acres of land more
particularly described and illustrated in Exhibit "A" attached hereto and made a part
hereof, together with all improvements, rights, appurtenances, and hereditaments
located thereon or pertaining thereto, including all rights, title and interest of Grantor in
and to adjacent streets, alleys, and rights-of-way (all of which foregoing are collectively
referred to as the "Property'.
THIS conveyance is expressly made by Grantor and accepted by Grantee subject
to those exceptions affecting the Property that a set forth in Exhibit "B" attached hereto
and made a part hereof by reference (the "Permitted Exceptions").
Grantor hereby retains and reserves, for Grantor and its successors and assigns
forever, all of the oil, gas and other liquid or gaseous hydrocarbons in, under, or that
may be produced from the Property. However, such reservation does not include any
right to ingress or egress to the property by Grantor, its successors and/or assigns, or
the right to use any portion of the surface of the property to develop or produce the
reserved estate.
Current ad valorem taxes on the Property having been prorated, Grantee hereby
assumes the payment thereof.
TO HAVE AND TO HOLD the Property, together with all and singular the rights
and appurtenances thereto in anywise belonging unto the said Grantee, its successors
and assigns forever; and Grantor does hereby bind itself, its successors and assignees
PAGE 10
to WARRANT AND FOREVER DEFEND all and singular the said premises unto the
said Grantee, it's successors and assigns, against every person whomsoever claiming or
to claim the same or any part thereof, by, through, or under, Grantor, but not
otherwise, subject to the Permitted Exceptions and the Reserved Minerals.
Executed to be effective as of the day of 2008.
GRANTOR
Larry A. Meyer and Maureen Meyer, Husband and Wife
By
Larry A. Meyer
By
Maureen Meyer
ACKNOWLEDGMENTS
STATE OF TEXAS §
COUNTY OF DENTON §
This instrument is acknowledged before me, on this day of
2008 by Larry A. Meyer.
Notary Public in and for
State of Texas
PAGE 11
ACKNOWLEDGMENTS
STATE OF TEXAS §
COUNTY OF DENTON §
This instrument is acknowledged before me, on this day of
, 2008 by Maureen Meyer.
Notary Public in and for
State of Texas
Accepted this day of 2008 for the City of Denton, Texas
(Resolution No. 91-073).
BY:
Paul Williamson
Real Estate & Capital Support Manager
After Recording, Return to:
City of Denton
Utility and CIP Engineering Department
901-A Texas Street
Suite B
Denton,Texas 76209
Attention: RECS Division
Send Tax Billing Statements To:
City of Denton
Finance Department
215 East McKinney Street
Denton,Texas 76201
PAGE 12
EXHIBIT A
LEGAL DESCRIPTION
BEING ALL OF LOT 1, BLOCK A, TEXAS TESTING ADDITION, AN ADDITION TO THE
CITY OF DENTON, DENTON COUNTY, TEXAS, ACCORDING TO THE FINAL PLAT
RECORDED IN CABINET K, PAGE 255 OF THE PLAT RECORDS, DENTON COUNTY,
TEXAS.
PAGE 13
EXHIBIT B
PERMITTED EXCEPTIONS
(TO BE INSERTED BASED ON FINAL TITLE COMMITMENT SCHEDULE B)
PAGE 14