2002-245ORDINANCE NO. d~o'~- t:~94,9~-
AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE MAYOR OF
THE CITY OF DENTON, TEXAS TO EXECUTE A PARTIAL RELEASE OF COVENANTS
AND RESTRICTIONS, TOGETHER WITH ANY AND ALL ADDITIONAL DOCUMENTS AS
IS APPROPRIATE AND AS DEEMED NECESSARY BY THE CITY ATTORNEY,
EVIDENCING THE PARTIAL RELEASE, SOLELY BY THE CITY OF DENTON, TEXAS OF
THOSE CERTAIN COVENANTS AND RESTRICTIONS THAT RUN WITH THE LAND AND
BURDEN THAT CERTAIN REAL PROPERTY CONVEYED BY TH~ CITY, ONLY, BY
SPECIAL WARRANTY DEED, DATED JANUARY 15, 1988 UNTO FLOW REGIONAL
MEDICAL CENTER, INC.; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the present owner of that certain real property described in Special Warranty
Deed conveyed by the City of Denton, Texas, et al on January 15, 1988, has recently requested that
the City of Denton, Texas partially release those covenants and restrictions that burden the real
property described in said deed; and
W~HEREAS, a thorough legal title examination has been performed respecting the requested
partial release of such covenants and restrictions by the City's attorneys; and all relevant facts,
including the examination of negotiations, bankruptcy orders, bankruptcy plans of reorganization,
the payment of the City's bankruptcy claims, the stares of escrow agreements, and other instruments
affecting title, have been reviewed to the satisfaction of the City; and
WHEREAS, it appears that the present owner's request for a partial release of covenants and
restrictions is well-taken, and that tlfis Partial Release of Covenants does not otherwise affect the
remaining security held by the City regarding the underlying obligations, and in particular; without
limitation, by the Escrow Agreement, and all moneys held pursuant thereto, by and between the
City of Denton, Texas, Flow Healthcare Foundation, Inc. and Wells Fargo Bank, N.A., dated
February 16, 1993; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. That the Mayor of the City of Denton, Texas, or in her absence, the Mayor
Pro-Tem, is hereby authorized to execute, on behalf of the City of Denton, a "Partial Release of
Covenants," a copy of which document is attached hereto and incorporated by reference herein;
along with any other additional documents as are appropriate, and as deemed necessary by the City
Attorney to effect the partial release of covenants and restrictions regarding the realty described in
the above-described Special Warranty Deed as to the City of Denton, only.
SECTION 2. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the ~ ~ day of f'~gt~/ffJ ~'- ,2002.
EULINE BROCK, MAYOR
ATTEST:
JElXJN1FER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
By:
S:\Our Documents\Ordinanees\02~Flow Reg Med Ctr Ine - Pti Rel of Cov and Rest~ as to Hosp Tract Only 2002.doe
PAGE 2
STATE OF TEXAS
COUNTY OF DENTON
PARTIAL RELEASE OF COVENANTS
WHEREAS, by Special Warranty Deed, dated Janua~ 15, 1988, filed January 15, 1988,
and recorded at Volume 2309, Page 472 of the Real Property Records of Denton County, Texas
(the "Deed"), the City of Denton, Texas, et al, as Grantors, conveyed to Flow Regional Medical
Center, Inc., as Grantee (hereafter "Flow"), all that certain property situated and located in the
City of Denton, Denton County, Texas; being more particularly described as shown on Exhibit
"A" attached hereto and incorporated herewith by reference (hereafter the "Property"); and
WHEREAS, the Deed contained eerta'm covenants and restrictions (the "Covenants")
which encumbered the Property, and which covenants run with the land. These Covenants were
to remain in full rome and effect until the release of that certain Security Agreement stated
therein. The Secured Party in said Deed was the City of Denton, Texas. The Security
Agreement has not yet been released; and
WHEREAS, the City of Denton, Texas, as the Secured Party, has agreed to release only
the Property described hereinabove, but not release or affect any other rights, claims, interests
that it has aga'mst Flow under the said Security Agreement, including, without limitation, the
Escrow Agreement made by and between Flow Healthcare Foundation, Inc., the City of Denton,
Texas, and Wells Fargo Bank, N.A. (formerly known as First State Bank), dated February 16,
1993, for the purposes stated therein, and as it has been or may hereafter be amended, until said
Security Agreement is fully released; and
WHEREAS, Flow and the City of Denton, Texas intend that the funds that are
represented by the Security Agreement, and held pursuant thereto, shall be mainta'med by Wells
Fargo Bank, N.A. as Escrow Agent, pursuant to the Escrow Agreement referenced in the
preceding paragraph, for the purposes of providing further security to the City of Denton, Texas;
and
NOW THEREFORE, in consideration of the sum ofTEN ($10.00) DOLLARS and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the City of Denton, Texas has RELEASED, TERMINATED and DISCHARGED, and by these
presents does hereby RELEASE, TERMINATE and DISCHARGE the hereinabove described
Property and all subsequent owners of the Property from the Covenants.
It is expressly agreed and understood that this is a partial release only, which releases
only the above described Property from the Covenants created in the Deed. This Partial Release
of Covenants shall in no wise release, affect, or impair any other claims, rights, or interests, if
any, of the undersigned against Flow; nor shall it release, affect, or impair any claims, rights, or
interests, if any, of the undersigned against any other real property, personal property, mixed
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property, chose in action, or any other interest in property, now owned by Flow, which are
subject to the above stated Security Agreement.
WITNESS MY HAND this the day of ,2002. -
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
EULINE BROCK, Mayor.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
HERBERT L. PROUTY, CITY ATTORNEY
ACKNOWLEDGEMENT
THE STATE OF TEXAS §
COUNTY OF DENTON §
/,gms instrtl/nent was acknowledged before me the undersigned authority, this ~, y
of ~, 2002, by EULINE BROCK, Mayor of ~!~e City of Denton, Texas, on its
behali¢.
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D:\Temp\Flow - Partial Release of Covenants- Desig Ppty Only -SA- 2002.doc
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