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Amendment I to Real Estate Contract - Orieinal is attached
07/26/05 1 ) R
S:\Our Documents\Ordinances\05\Aaron Balwar Ordinance.doc
ORDINANCE NO. 200,5`207
AN ORDINANCE APPROVING A REAL ESTATE CONTRACT BY AND BETWEEN
AARON BALTAZAR, LTD., A LIMITED PARTNERSHIP, AS SELLER, AND THE CITY
OF DENTON, TEXAS, AS PURCHASER, REGARDING A 1.46 ACRE TRACT OF LAND
LOCATED IN THE T. TOBY ABSTRACT NO. 1288, CITY OF DENTON, DENTON
COUNTY, TEXAS, AND BEING SHOWN AS LOT B, BLOCK C, OF THE LA HACIENDA
HEIGHTS, PHASE I FINAL PLAT; AUTHORIZING THE EXPENDITURE OF FUNDS;
AUTHORIZING THE CONVEYANCE OF THE PROPERTY TO THE TEXAS MUNICIPAL
POWER AGENCY; AND PROVIDING AN EFFECTIVE DATE THEREOF.
WHEREAS, the City of Denton, Texas is desirous of entering into a Real Estate Contract
with Aaron Baltazar, Ltd., to acquire approximately 1.46 acres of land ("Property") as more
particularly described in that certain Real Estate Contract attached hereto and made a part hereof
by reference (the "Contract"); and
WHEREAS, the Property is being acquired for Denton Municipal Electric ("DME")
purposes, a municipally owned and operated electric utility that constitutes the unbundled
electric operations of the City of Denton; and
WHEREAS, subsequent to the acquisition of the Property the City and DME are desirous
of conveying the Property to the Texas Municipal Power Agency ("TMPA"), an electric power
agency of which the City is a member; and
WHEREAS, the conveyance of the Property will serve a valid public purpose as TMPA
will utilize the Property to provide electric services to the City; and
WHEREAS, the City's Public Utility Board has recommended approval of the Contract
and subsequent conveyance to TMPA; and
WHEREAS, the conveyance of the Property to TMPA is exempt from the bidding and
appraisal requirements of Chapter 272 of the Local Government Code, pursuant to Section
272.001(k) thereof; and
WHEREAS, the City Council finds that the Contract serves valid municipal and public
purposes and is in the public interest; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings and recitations contained in the preamble of this ordinance
are incorporated herein by reference.
SECTION 2. The Contract is hereby approved. The City Manager or his designee is
hereby authorized to enter into the Contract, to make the expenditures provided for therein, and
to carry out the City's rights and duties under the Contract.
Page 1
SA0ur Documents\Ordinancesl05\Aaron Baltazar Ordinance.doe
SECTION 3. The City Manager or his designee is hereby authorized to convey the
Property to TMPA after the City receives title to the Property, upon TMPA's reimbursement to
the City of the purchase price plus closing costs under the Contract.
SECTION 4. This ordinance also constitutes a resolution of the City Council.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this 2 64day ofa~, 2005.
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: #v4A 11)141M&Aw~
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDE TERIM ITY ATTORNEY
BY:
Page 2
REAL ESTATE CONTRACT
STATE OF TEXAS
COUNTY OF DENTON
THIS CONTRACT OF SALE is made by Aaron Bahazar, Ltd., (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 tracts, lots or parcels of land described in "EXHIBIT A" and further illustrated
in "EXHIBIT B", 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 (all of such real property, rights, and appurtenances being hereinafter referred to as the
"Property"), together with any improvements, fixtures, and personal property situated on and
attached to the Property, for the consideration and upon and subject to the terms, provisions, and
conditions hereinafter set forth.
H.
PURCHASE PRICE
1. Amount of Purchase Price. The total purchase price for the Property shall be the sum
of Fourteen Thousand Seven Hundred Dollars and No Cents ($26,1100) (the
"Purchase Price").
2. Payment of Purchase Price. The full amount of the Purchase Price shall be payable in
cash at the closing.
III.
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) business days after the date hereof, Purchaser,
at Purchaser'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) business 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 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) business 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. Surve . Purchaser, at Purchaser's sole cost and expense, shall obtain a current survey of
the Property, 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. 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.
Purchaser will have ten (10) business 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)-
business 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)
business 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.
2
N.
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. 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.
V.
CLOSING
The closing shall be held at the office of Sierra Title Company 3960 FM 2181,
Suite 200, Denton, Texas, on or before August 31, 2005, 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").
VI.
CLOSING REQUIREMENTS
1. Seller's Requirements. At the closing Seller shall:
A. Deliver to the City of Denton a duly executed and acknowledged Special
Warranty Deed conveying good and marketable title in fee simple to all of
the Property, free and clear of any and all liens, leases, 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 Reunion Title Company, Denton, Texas, (the "Title
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
3
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 it shall be borne by Purchaser;
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. Deliver to Purchaser possession of the Property on the day of closing.
2. Purchaser's Requirements. Purchaser shall pay the consideration as referenced in the
"Purchase Price" section of this contract at Closing in immediately available funds.
3. Closing Costs. Seller shall pay all taxes assessed by any tax collection authority through
the date of Closing. All other customary and standard costs and expenses of closing in
consummating the sale and purchase of the Property not specifically allocated herein shall be paid
by the Purchaser, except each party will be responsible for its own attorney fees.
VII.
REAL ESTATE CONMSSION
Seller and Purchaser represent and warrant to each other that neither has retained a broker
for this transaction and that there are no broker or real estate fees due as a result of the
consummation of this contract.
VIII.
BREACH BY SELLER
4
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 Buyer's default, Buyer may enforce
specific performance of this Contract.
IX
BREACH BY PURCHASER
In the event Buyer fails to consummate the purchase of the Property, if Seller is not in
default under this Contract, Seller will have the right to enforce specific performance of this
Contract.
X.
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 marl, return receipt
requested, addressed to Seller or Purchaser, as the case may be, at the address set forth beneath
the signature of the party. / 1416 6V p,i-" C Iv ~ IO~
,
a. Seller's agent for purposes of notice shall be: Aaron Baltazar Ltd., r'1 ' e
Peatea, Texas '76294, (940) 381-5453.
l~Vq 6~i3.~J .
b. Purchaser's agent for the purposes of notice shall be: Edwin Snyder, Acting City Attorney,
City of Denton, 215 East McKinney Street, Denton, Texas, 76201 (940) 349-8333.
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.
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.
5
6. Le>?al 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 Atrreements 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. 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:
Aaron Baltazar, Ltd.
By
alt _ P) e`,}G'
By: Baltazar Mesta, President of
Mesta mmewment, LLC, General
Partner of Aaron Bakazaq Ltd
6
PURCHASER:
City of Denton, Texas
Title a-ar
Approved as to form:
CITY ATTORNEY
City of Denton, Texa
BY:
STATE OF TEXAS
County of D-kr4on
Before me the undersigned authority on this day personally appeared Baltazar Mesta, President of
mesta Management, LLC, General Partner of Aaron Baltazar, Ltd., known to me to be the person
whose name is subscribed hereto and after being duly sworn, acknowledged that he is authorized
and has executed the above document for the purposes and consideration therein stated and for
the purpose therein stated on behalf of Aaron Baltazar, Ltd.
Witness my hand and seal of office this the o~ oZ day of t?
2005.
E ENGLAND
State of Texas
My Commission Exp. 02.27.2006
Notary Public in and for
State of Texas
~rirn•ee(a C • Erma ~a
Printed Name of Notary My commission expires ;2 Lo I DoO(p
STATE OF TEXAS
County of Denton
YC. ~0/illl~~
Before me the undersigned authority on this day personally appeared del
known to me to be the person whose name is subscribed hereto and after being duly sword,
acknowledged that he executed the above document for the purposes and consideration therein
stated and for the purpose therein stated on behalf of and for the City of Denton, Texas.
Witness my hand and seal of office this the _)(4A day of 2005.
.
1
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JANE E. RICHARDSON
N
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My Commission Expires
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June 27, 2009
N tary Public in and for
State of Texas
Printed Name o otary
My commission expires OJ`
TITLE COMPANY ACCEPTANCE AND ACKNOWLEDGEMENT
The Title Company acknowledges receipt of the fully executed Contract on day of
, 2005.
TITLE COMPANY:
Name: Sierra Title Company
Address: 3960 FM 2181 Suite 200
Denton, Texas 76205
Phone: 972-434-3163
By:
Printed Name:
EXHIBITA
Metes & Bounds Legal Description to be inserted here.
EXMBIT B
Survey Illustration to be inserted here.
10
AMENDMENT I TO REAL ESTATE CONTRACT.
This Amendment to the Real Estate Contract is signed to be effective July 26; 2005 by and
between Aaron Baltazar, Ltd, (hereinafter referred to as "SELLER'), and the City of Denton, Texas,
a home rule municipality (hereinafter referred to as "PURCHASER'), to wit:
WITNESSETH
WHEREAS, SELLER and PURCHASER entered into that certain Real Estate Contract
Agreement, effective July 26, 2005, (the "Agreement'); and
WHEREAS, SELLER and PURCHASER desire to amend the Agreement as set forth herein;
NOW, THEREFORE, in consideration of one dollar and other good and valuable
consideration; including the mutual promises contained herein, the receipt and sufficiency of which
is acknowledged by both parties hereto, SELLER and PURCHASER do hereby agree as follows:
1. Section V of the Agreement titled CLOSING shall be changed as follows:
CLOSING. The closing shall beheld at the office of Sierra Title Company 3960 FM
2181, Suite 200, Denton, Texas, on or before October 31, 2005, 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'). The Closing Date may be
extended by written agreement of the parties if necessary for Seller .to cure title
matters or perform any of its obligations under this Contract so long as all extensions
will end on December 31, 2005 and unless amendments are approved in writing by
all parties, the contract is null and void unless closed no later than December 31,
2005.
2. In every other respect, SELLER and PURCHASER do hereby ratify, adopt, and confirm
the Agreement and stipulate that it is in full force and effect, and agree to be bound
thereby. This document may be signed by each party on separate copies of this
document.
EXECUTED in multiple counterparts by the SELLER and PURCHASER on the dates set forth
below. The later date is the Effective Date of this Contract.
SELLER
Aaron Bal , Ltd.,
By
EWtazar Maka
Mesta Management, LLC,
General Partner of Aaron Baltazar, Ltd.
Date
PURCHASER
City of Denton, Texas
By
Title
Date
STATE OF TEXAS
County of
Approved as to form;
CITY ATTORNEY
City of De t u etas
BY:
Before me the undersigned authority on this day personally appeared Baltazar Mesta, Mesta
Management, LLC, General partner of Aaron Baltazar, Ltd., known to me to be the person whose
name is subscribed hereto and after being duly sworn, acknowledged that he is authorized and has
executed the above document for the purposes and consideration therein stated and for the purpose
therein stated on behalf of Aaron Baltazar, Ltd.
Witness my hand and seal of office this the
STATE OF TEXAS
County of Denton
day of 2005.
Notary Public in and for
State of Texas
Printed Name of Notary
My commission expires
Before me the undersigned authority on this day personally appeared
known to me to be the person whose name is subscribed hereto and after being duly sworn,
acknowledged that he executed the above document for the purposes and consideration therein stated
and for the purpose therein stated on behalf of and for the City of Denton, Texas.
Witness my hand and seal of office this the day of 2005. .
HOLLY BROWN
n NOTARY PUBLIC - Notary Public tm.Aand for
STATE OF TEXAS State of Texas
~"+a My Comm. E* 07-142007
Printed Name of Notary
My commission expires 7-i - 03
3
AMENDMENT I TO REAL ESTATE CONTRACT
This Amendment to the Real Estate Contract is signed to be effective July 26, 2005 by and
between Aaron Baltazar, Ltd., (hereinafter referred to as "SELLER'), and the Cityof Denton, Texas,
a home rule municipality (hereinafter referred to as "PURCHASER"), to wit:
WITNESSETH
WHEREAS, SELLER and PURCHASER entered into that certain Real Estate Contract
Agreement, effective July 26, 2005, (the "Agreement"); and
WHEREAS, SELLER and PURCHASER desire to amend the Agreement as set forth herein;
NOW, THEREFORE, in consideration of one dollar and other good and valuable
consideration, including the mutual promises contained herein, the receipt and sufficiency of which
is acknowledged by both parties hereto, SELLER and PURCHASER do hereby agree as follows:
Section V of the Agreement titled CLOSING shall be changed as follows:
CLOSING. The closing shall be held at the office of Sierra Title Company 3960 FM
2181, Suite 200, Denton, Texas, on or before October 31, 2005, 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"). The Closing Date may be
extended by written agreement of the parties if necessary for Seller to cure title
matters or perform any of its obligations under this Contract so long as all extensions
will end on December 31, 2005 and unless amendments are approved in writing by
all parties, the contract is null and void unless closed no later than December 31,
2005.
2. In every other respect, SELLER and PURCHASER do hereby ratify, adopt, and confirm
the Agreement and stipulate that it is in frill force and effect, and agree to be bound
thereby. This document may be 'signed by each party on separate copies of this
document.
EXECUTED in multiple counterparts by the SELLER and PURCHASER on the dates set forth
below. The later date is the Effective Date of this Contract.
SELLER:
Aaron Baltazar, Ltd.,
By
Baltazar Mesta
Mesta Management, LLC,
General Partner of Aaron Baltazar, Ltd.
Date
PURCHASER:
City of Denton, Texas
2z 14w--
By
Title /YLQ(~LCJ1/
Date -a-DS
STATE OF TEXAS
County of
Approved as to form:
CITY ATTORNEY
Cit
BY
Before me the undersigned authority on this.day personally appeared Baltazar Mesta, Mesta
Management, LLC, General partner of Aaron Baltazar, Ltd., known to me to be the person whose
name is subscribed hereto and after being duly sworn, acknowledged that he is authorized and has
executed the above docwnent for the purposes and consideration therein stated and for the purpose
therein stated on behalf of Aaron Baltazar, Ltd.
Witness my hand and seal of office this the
STATE OF TEXAS
County of Denton
day of
2005.
Notary Public in and for
State of Texas
Printed Name of Notary
My commission expires
Before me the undersigned authority on this day personally appeared AM " / W, 6!zdkff
known to me to be the person whose name is subscribed hereto and after being duly sworn,
acknowledged that he executed the above document for the purposes and consideration therein stated
and for the purpose therein stated on behalf of and for the City of Denton, Texas.
Witness my hand and seal of office this the ~ day of /,2005.
°"'•e JANE E. RICHARDSON
Notary Public, State of Texas
My Commission Expires
June 27, 2009
mmn
Notary Public in and.for
C n / aV26eW
Sit
1ajV to Texas
Printed Name of Notary U l L
My commission expires O6 a~ a9