2001-347 ORDIN CENO
AN ORDINANCE APPROVING A REAL ESTATE AGREEMENT BETWEEN THE CITY
OF DENTON AND YMCA OF METROPOLITAN DALLAS, FOR THE PURCHASE OF AN
APPROXIMATE 8 3 ACRE TRACT OF LAND BEING LOT 1, BLOCK 1, YMCA
ADDITION TO THE CITY OF DENTON, DENTON COUNTY, TEXAS, AUTHORIZING
THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING AN EFFECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS
SECTION 1 The C~ty Manager, or h~s designee, ~s hereby authorized to execute a Real
Estate Agreement between the C~ty of Denton and YMCA of Metropohtan Dallas ~n
substantmlly the form of the Real Estate Agreement attached to and made a part of this ordmanee
for all purposes and to execute any documents ~n eonneetmn therewith
SECTION 2 The C~ty Manager, or h~s designee, ~s authorized to make the expend~tnres
as set forth m the attached Real Estate Agreement
SECTION 3 Thxs ordinance shall become effective lmmedmtely upon ~ts passage and
approval
PASSED AND APPROVED this the /~-~ day of (5~/9~/771/~/~ ,2001
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
HERBERT L PROUTY, CITY ATTORNEY
REAL ESTATE CONTRACT
THE STATE OF TEXAS §
COUNTY OF DENTON §
THiS CONTRACT OF SALE is made by and between YMCA of Metropolitan Dallas, a
non-profit organization (hereinafter referred to as "Seller") and CITY OF DENTON, TEXAS, a
home rule mummpality, of Denton, Denton County, Texas, (hereinafter referred to as
"Purchaser"), upon the terms and conditions set forth herein
pLrRCHASE AND SALE
Seller hereby sells and agrees to convey, and Purchaser hereby purchases and agrees to pay for
all that certmn tract, lot or parcel Being Lot 1, Block 1, YMCA Addmon, an ad&non to the city
of Denton, Denton County, Texas, conmstmg of approximately 8 3271 acres of land, together
w~th all rights and appurtenances pertatmng to the smd 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 w~th any
improvements, fixtures, and personal property situated on and attached to the Property, for the
consideration and upon and sub3ect to the terms, provisions, and condmons heremafter set forth
PURCHASE PRICE
1 Amount of Purchase Price The purchase price for the Property shall be Four
Hundred Thousand Dollars and No Cents ($400,000 00)
2 Payment of Purchase Price The full amount of the Purchase Pnee shall be
payable in cash at the dosing
pURCHASER'S OBLIGATIONS
The obligations of Purchaser .hereunder to consummate the transactmns contemplated
hereby are sublect to the satisfaction of each of the following condmons any of wfuch may be
waived m whole or in part by Purchaser at or prior to the closing
1, Prehmln Title Re orr W~thln twenty (20) days after the date hereof, Seller, at
Seller's sole cost and expense, shall cause the T~tle Company (hereinafter
defined) to issue an owner's pohcy 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 tn the Commitment ts or ts not satisfactory
In the event Purchaser states the condition of title ~s not satisfactory, Seller shall,
at Seller's option, promptly undertake to ehmmate or modify all unacceptable
matters to the reasonable satisfaction of Purchaser
Purchaser understands that Seller is under no obligation to cure any title defects
complained of by Purchaser stated in Purchaser's written notice to Seller as
provided m this paragraph 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
th~s Agreement (in which event this Agreement shall be null and void), grant
Seller additional time to cure, or proceed to closing If Purchaser shall not notify
Seller within ten (10) days after receipt of Seller's notice that Seller will not cure
an objection to a t~tle defect, Purchaser's right to terminate shall be null and void
2 Survey Purchaser may, at Purchaser's sole cost and expense, 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, nvers,
creeks, or other water courses, fences, easements, and rtghts-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
Provided that the survey is completed on or before October 15, 2001, Purchaser
will have ten (10) days after receipt of thc survey to review and approve the
survey In the event the survey discloses conditions on the Property which are
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
ehmmate or modify the unacceptable portions of the survey to the reasonable
satisfactions of Purchaser In the event Seller is unable to do so within ten (10)
days after receipt of written notice, Purchaser, at ~ts option may elect to terminate
th~s Agreement (m which event this Agreement shall be null and void), grant
Seller additional time to cure, or proceed to closing If Purchaser shall not notify
Seller within ten (10) days after receipt of Seller's notice that Seller will not cure
an object~on to the survey, Purchaser's right to terminate shall be null and void
Notwithstanding any term or provision hereof to the contrary, the closing date
shall not be extended by reason of any such review or cure processes
3 Seller's Comphance 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
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Purchaser, to the best of 1ts current knowledge,
as follows, which representations and warrant~es shall be deemed made by Seller to Purchaser
also as of the closing date
I There are no part,es m possession of any port~on of the Property as lessees,
tenants at sufferance, or trespassers, except the C~ty of Denton under Lease
Agreement dated 9/1/01
2 Except for the prior actions of Purchaser, there ~s no pending or threatened
condemnation or s~m~lar proceeding or assessment or stat, affecting t~tle to the
Property, or any part thereof, nor to the best knowledge and behef of Seller is any
such proceeding or assessment contemplated by any governmental authority
3 Seller has received no not~ce that the Property falls to comply w~th all apphcable
laws, ordinances, regulations, statutes, rules and restncUons relating to the
Property or any part thereof
4 To the best of the Seller's knowledge, there are no toxic or hazardous wastes or
materials on or w~thm the Property Such tomc or hazardous wastes or materials
include, but are not hm~ted to, hazardous materials or wastes as same are defined
by the Resoume Conservatmn and Recovery Act (RCRA), as amended, and the
Comprehensive Environmental Response CompensaUon and L~abd~ty Act
(CERCLA), as amended
5 Seller hereby grants the C~ty of Denton and or ~ts designee formal perm~ssmn to
enter Seller's property ~n order to perform such field surveying act~wt~es to
establish boundaries and monuments necessary to consummate the above-
mentioned real property pumhase transaction
6 EXCEPT FOR THE SPECIAL WARRANTY OF TITLE TO BE CONTAINED
IN SELLER'S DEED AND THE EXPRESS REPRESENTATIONS AND
WARRANTIES SET FORTH 1N THIS AGREEMENT, THE PROPERTY WILL
BE CONVEYED AND TRANSFERRED TO BUYER "AS IS, WHERE IS, AND
WITH ALL FAULTS" AND SELLER DOES NOT WARRANT OR MAKE
ANY REPRESENTATION, EXPRESS OR IMPLIED, AS TO ITS FITNESS
FOR A PARTICULAR PURPOSE, MARKETABILITY, FOOTAGE,
PHYSICAL CONDITION, COMPLIANCE WITH SPECIFICATIONS,
ABSENCE OF LATENT DEFECTS, OR THE FITNESS OF THE PROPERTY
FOR BUYER'S PLANNED USE IF CLOSING SHALL OCCUR, EXCEPT
FOR LIABILITY ARISING OUT OF THE INACCURACY OF THE EXPRESS
REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS
AGREEMENT, SELLER SHALL BE DEEMED TO BE AUTOMATICALLY
RELEASED BY PURCHASER AND ITS SUCCESSORS AND ASSIGNES OF
AND FROM ALL LIABILITIES, OBLIGATIONS AND CLAIMS, KNOWN
OR UNKNOWN, THAT PURCHASER MAY HAVE AGAINST SELLER OR
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THAT ARISE 1N THE FUTURE BASED ON WHOLE OR IN PART UPON
THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR OTHER
ENVIRONMENTAL CONTAMINATION ON OR WITHIN THE PROPERTY
(iNCLUDING, WITHOUT LIMITATION, CLAIMS ASSERTED UNDER
ENVIRONMENTAL LAWS) THE PROVISIONS OF THIS PARAGRAPH
SHALL SURVIVE THE CLOSING NOTHING HEREiN SHALL BE
CONSTURUED TO RELEASE ANY OF SELLER'S PREDECESSORS IN
TITLE FROM ANY DUTIES OR RESPONSIBILITIES THAT EACH MAY
HAVE UNDER THE LAW
CLOSING
The closing shall be held at the office of Repubhc Tatle Company, 2626 Howell Blvd,
l0th Floor, Dallas, Texas, on or before December 31, 2001(which date is hereto referred to as the
"closing date") The closing date may be extended by mutual agreement of the parties
CLOSING REQUIREMENTS
1 Seller's Reqmrements At the closing Seller shall
A Dehver to Purchaser a duly executed and acknowledged Specml Warranty
Deed conveying good and lndefeasable t~tle ~n fee s~mple to all of the
Property, free and clear of any and all liens, encumbrances, condataons,
assessments, and restrmtlons, except for the following
~ 1 General real estate taxes for the year of closing and subsequent
years not yet due and payable, and
2 Any exceptmns approved by Purchaser pursuant to Purchaser's
Obhgat~ons hereof, and
3 Any exceptions approved by Purchaser an wntang
B Deliver to Purchaser a Texas owner's Policy of T~tle Insurance at Seller's
sole expense, ~ssued by Repubhc Tatle, Dallas, Texas, (the "T~tle
Company"), an Purchaser's favor an the full amount of the purchase price,
insuring Purchaser's fee simple role to the Property subject only to those
t~tle exceptions hsted an Closing Requirements hereof, such other
exceptions as may be approved an writing by Purchaser, and the standard
pnnted exceptions contmned an the usual form of Texas Owner's Pohcy of
T~tle Insurance, provided, however
1 Provided Purchaser shall have obtmned a statable survey
for the purpose, the boundary and survey exceptions shall
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be deleted if required by Purchaser, and ~f so required, the
costs associated with same shall be borne by Purchaser,
2 The exception as to restrictive covenants shall be endorsed
"None of Record", other than restrictive covenants
approved by Purchaser pursuant to "Purchaser's
Obligations"
3 The exception as to hens encumbering the Property shall be
endorsed "None of Record" other than those set forth m
"Purchaser's Obligations"
4 The exception for taxes shall be limited to the year of
closing and shall be endorsed "not yet due and payable"
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 m immediately available
funds
3 Closing Costs Seller shall pay all taxes and special assessments assessed by any
tax jurisdiction through the date of the Closing
All other costs and expenses of closing m consummating the sale and pumhase of the
Property not specifically allocated herein shall be paid by Purchaser, except for Seller's attorney
fees
REAL ESTATE COMMISSION
Seller agrees to pay Solender/Hall, Inca professional fee equal to slx percent (6%) of the
Purchase Price solely upon Closing of the Contract The professional fee shall be paid to
Solender/Hall out of the sale proceeds at Closing, and the Title Company is hereby authorized
and directed to pay such professional fee to Solender/Hall out of the Seller's sale proceeds at
Closing Solender/Hall represents Seller only Seller agrees to indemnify and hold Pumhaser
harmless from any and all clmms for any such commlssmns Purchaser agrees to indemnify and
hold Seller harmless from any and all claims for a real estate commission by a licensed real
estate broker claiming through Purchaser
BREACH BY SELLER
In the event Seller shall fall to fully and timely perform any of its obligations hereunder
or shall fall to consummate the sale of the Property except Purchaser's default, Purchaser as its
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sole and exclusive remedy may either enforce specific performance of this Agreement or
tenmnate this Agreement by written not, ce delivered to Seller
BREACH BY PURCHASER
In the event Purchaser should fail to consummate the purchase of the Property, the
condiUons to Purchaser's obhgations set forth in PURCHASER'S OBLIGATIONS having bee
satisfied and Purchaser being in default, Seller as its sole and exclusive remedy may enforc~
specific performance of this Agreement, or terminate this Agreement by written not,ce delivered
to Purchaser
MISCELLANEOUS PROVISIONS
1 Assignment of Agreement Purchaser may not assign this Agreement without the
express written consent of Seller
2 Surwval of Covenants Any of the representations, warranties, covenants, and
agreements of the part, es, as well as any rights and benefits of the parties,
pertaining to a period of t~me following the closing of the transactions
contemplated hereby shall survive the closing and shall not be merged therein
3 Notice Any not,ce required or permitted to be delivered hereunder shall be
deemed received when sent by Umted States mail, postage prepaid, certified mall,
return receipt requested, addressed to Seller or Purchaser, as the case may be, at
the address set forth beneath the signature of the party Seller's agent for
purposes of notice shall be Phi1 D1Casolo, Executive V~ce President, YMCA of
Metropohtan Dallas, 601 North Akard Street, Dallas, TX 75201-3303 Copies of
notices forwarded to Seller shall be made to Greg Khne, Carrington Coleman
Solman and Blumenthal LLP, 200 Cresent Court, Suite 1500, Dallas, TX 75201
Purchaser's agent for purposes of notice shall be Paul Wilhamson, Manager, Real
Estate and Capital Support, City of Denton Engineering Department, C~ty Hall
East, 601 E Hickory, Suite B, Denton, Texas 76205
4 Texas Law to Apply This Agreement shall be construed under and in accordance
with the laws of the State of Texas, and all obhgations of the part,es created
hereunder are performable ~n Denton County, Texas
5 Parties Bound Tlns Agreement shall be binding upon and inure to the benefit of
the parties and their respective legal representatives, successors and assigns where
permitted by this Agreement
6 Legal Construction In case any one or more of the provisions contained ~n this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in
any respect, said invalidity, illegality, or unenforceabihty shall not affect any
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other prowslon hereof, and this Agreement shall be construed as ~f the invalid,
illegal, or unenfomeable provision had never been contmned herein
7 Prior Agreements Superseded Th~s 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 with~n subject matter
8 T~me of Essence T~me ~s of the essence in this Agreement
9 Gender Words of any gender used in this Agreement shall be held and construed
to ~nclude any other gender, and words ~n the s~ngular number shall be held to
include the plural, and wee versa, unless the context requires otherw,se
10 Compliance In accordance with the requirements of the Texas Real Estate
License Act, Purchaser is hereby advised that ~t should be furnished w~th or obtmn
a policy of title insurance or Purchaser should have the abstract covenng the
Property examined by an attorney of Purchaser's own selection
11 T~me L~mlt In the event a fully executed copy of this Agreement has not been
returned to Purchaser within ten (10) days after Purchaser executes this
Agreement and dehvers same to Seller, Purchaser shall have the right to tenmnate
th~s Agreement upon written not~ce to Seller
12 Authority By s,gmng this agreement the City Manager of the City of Denton and
the Executive Vtce President of the YMCA of Metropolitan Dallas represent and
warrant that each has authority to enter into this agreement by ordinance or
resolution of the governing body of the entity they represent
DATED tbas /¢~--/~ dayof ( 5~.~ Z/'~/T//~ /~ ,2001
PURCHASER
THE CITY OF DENTON, TEXAS
Michael Conduff
City Manager
215 E McKlnney
Denton, Texas 76201
7
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
ED ~Y ATTORNEY
SELLER YMCA OF METROPOLITAN DALLAS
By Phil l~lCasolo, Execut~e ~/lce President
SELLER'S ADDRESS
YMCA of Metropolitan Dallas
601 N Akard Street
Dallas, Texas 75201-3303
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ACKNOWLEDGMENT
THE STATE OF TEXAS §
COtrt~TY OF ~ §
This instrument was acknowledged before me on ~_ ~'- , 2001 by
Phil D1Casolo, Executive Vice President, YMC~ of' Metropolitan Dallas, a non-profit
organization, on behalf of said non-profit organization
Notary Public, in and for the State of Texas
My Commission Expires
AC~O~EDGMENT
~ s~ OF ~XAS
CO~TY OF~d~ ~
Th~s ~nst~ent was ac~owledged before me on ~{~e~ ~r /~ , 2001 by
Michael Conduff, City M~ager, C~ty of Denton Texas, a home rule mumclpahty, of Denton,
Denton
Co~ty,
Texas
N~y Pubhc,~n ~d for the----State of Texas
.. ' ,, , , - V. MyCommlss~onExp~res
() JANE E RICHARDSON
My Commission E~I~e
(I '~'*~' June 27,, 200~
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