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2000-413S \Our Documents\Ord~nances\OO~Braewood Or&nance doc 01LDINANCENO ,:,9_cz:~- ~-I~.~ AN ORDINANCE APPROVING A REAL ESTATE CONTRACT BETWEEN THE CITY OF DENTON AND BRAEWOOD PARTNERS, LTD RELATING TO THE PURCHASE OF APPROXIMATE 0 0432 ACRE OF LAND BEING LOCATED IN THE NATHAN WADE SURVEY, ABSTRACT NO 1407 OF DENTON COUNTY TEXAS FOR THE US HIGHWAY 77 PROJECT, WITH TITLE VESTING IN THE STATE OF TEXAS, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 The City Manager ~s hereby authorized to execute a Real Estate Contract between the City of Denton and Braewood Partners, Ltd in substantially the form of the Real Estate Contract wNch ~s attached to and made a part of this ordinance for all purposes, for the purchase of approximately 0 0432 acre of land for the U S H~ghway 77 ProJect, with title vesting in the State of Texas SECTION 2 The City Manager is authorized to make the expenditures as set forth ~n the attached Real Estate Contract SECTION 3 approval PASSED AND APPROVED thl$ the TNs ordinance shall become effective immediately upon its passage and ~ ~ day of~, 2000 EUL1NE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY H~OE~I~ A~~TR~oRNEY BY~ REAL ESTATE CONTRACT STATE OF TEXAS COUNTY OF DENTON TH~S CONTRACT OF SALE is mede by and between BRAEWOOD PARTNERS, LTD. (hereinafter referred to as .Seller") and CITY OF DENTON, TEXAS, a ho~e rule municipality, of Denton, Denton County, Texas, (hereinafter re£erred to as .Purchaser"), upon the terms and oonditions set forth herein. PURCHASE AND SALE Seller hereby sells and egress to convey, and Purchaser hereby purchases and agrees to pay for all that certain tract, lot or parcel of land described in Exhibit aA" attached 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 (ell of such real prop- erty, rights, and appurtenances being hereinafter referred to as the "Propertym), together with any improvements, fixtures, end 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. Seller shall pay all cost for the removal, installation, construction, reinstallation, reconstruction, labor and materiels for any end/or improvements located within the property described in Exhibit "Aa· Any improvements not removed by Dec~er 31, 2000 shall become property of the City of Denton, Texas. PURCHASE PRICE 1. Amount of Purchase Price. The purchase price for the Property shall be the sum of $500.00. An additional amount of $500.00 to be paid for fence replacement. A total purchase price of $1,000.00 to be paid to Seller. 2. Payment of Purchase Price. The full amount of the Purchase Price shall be payable in cash at the closing. PURCHASER'S OBLIGATIONS The obligations of Purchaser hereunder to consummate the DISK 5 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 twenty (20) days after the date hereof, Seller, at Sellerts sole cost and expense, shall have caused the Title Company (hereinafter defined) to issue a owners policy com~itment (the .Co~itment") 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 Co~zaitment that the condition of title as set forth in the Commaitment 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) days after receipt of written notice, this A~reement shall thereupon be null and void for all purposes; otherwise, this condition shall be deemed to be acceptable and any objection thereto shall be deemed to have been waived for all purposes. 2. Burvey. 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, 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. 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 Ballet written notice of this fact. Seller shall, at Seller's option, prumptly 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, Purch&ser may terminate this A~reement, and the Agreement shall thereupon be null and void for all purposes and the Escrow PAGE 2 Deposit shall be returned by the Title Company to Purchaser. 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, ob- served, and complied with all of the covenants, agreements, and conditions required by this A~reement 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 as follows, which representations and warranties shall be deemed made by Seller to Purchaser also as of the closing date: 1. There are no parties in possession of any portion of the Property as lessees, tenants at sufferance, trespassers or other parties. 2. Except for the prior actions of Purchaser, there is no pending or threatened cond~nation or similar proceeding or assessment or suit, affecting title to the Property, or any part thereof, nor to the best knowledge and belief of Seller is any such proceeding or assessment contemplated by any governmental authority. 3. Seller has complied with all applicable laws, ordinances, re~ulations, statutes, r~les and restrictions relating to the Property, or any part thereof. A. To the best of the seller's knowledge, there are no toxic or hazardous wastes or materials on or within the Property. Such toxic or hazardous wastes or materials include, but are not limited to, hazardous materials or wastes as same are defined by the Resource Conservation and Recovery Act (ECOA), as amended, and the Co~prehensive Environmental Response Compensation and Liability Act (CERCLA), as amended. CLOSING The closing shall he held at the office of First American Title Insurance Company (formerly Dentax) on or before November 30, 2000, 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"). PAGE 3 CLOSTN~ RE~U?RE~ENTS 1. Seller's Requirements. At the closing Seller shall: A. Deliver to State of Texas, acting by and through the Texas Transportation Co~aission a duly executed and acknowledged Deed in the form as attached hereto as Exhibit sB" conveying good and marketable title to all of the Property, free end clear of any and all liens, encumbrances, conditions, easements, 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 Obli~ations here- of; and 3. Any exceptions approved by Purchaser in writing. B. Deliver to Purchaser a Texas Owner's Policy of Title Insurance at Purchaser's sole expense, issued by Dentex Title Company, Denton, Texas, (the "Title Company"), or such title con, any as Seller and Purchaser may mutually agree upon, in Purchaser's £avor in the full amount of the purchase price, insuring fee simple title for the State of Texas to the Property subject only to those title exceptions listed in Closing Re~uirements 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 i£ required by Purchaser and if so required, the costs associated with same shall he borne by Purchaser; 2. The exception as to restrictive cove- nants shall be endorsed "None of Record"; 3. The exception for taxes shall be PAGE 4 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 Rec~uirements. Purchaser shall pay the consideration as referenced in the .Purchase Price" section of this contract at Closing in iauaediately available funds. 3. Closin~ 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 cons,,~w"ating the sale and purchase of the Property not specifically allocated herein shall be paid by Purchaser and Seller, except for Seller's attorney fees. HEAL ESTATE COMMISSION All obligations of the Seller and Purchaser for payment of brokers' fees are contained in separate written agreements. BHEACH BY SELLER In the event Seller shall fail to fully and timely perform any of its obligations hereunder or shall fail to cons-ww"&te the sale of the Property except Purchaser's default, Purchaser may either enforce specific performance of this Agreement or terminate this Agreement by written notice delivered to seller. BREACH BY PURCHASER In the event Purchaser should £ail to consuammte the purchase of the Property, the conditions to Purchaser's obligations set forth in PURCHASER'S OBLIGATIONS having been satisfied and Purchaser being in default Seller may either enforce specific performance of this Agreement, or terminate this Agreement by written notice delivered to purchaser. PAG~ 5 MISCELLANEOUS 1. Assignment of A~reement. This Agreement may be assigned by Purchaser without the express written consent o£ Seller. 2. Survival of Covenants. Any of the representations, war- ranties, 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 address set forth beneath the signature of the party. 4. Texas Law to Apply. This Agreement shall be construed under and in accordance with the laws o£ 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. 6. La,al Construction. In case any one or more of the pro- visions contained in this Agreement shall for any reason be held to be invalid, illegal, or unen£orceable in any respect, said in- validity, 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. Agreement. Time is of the essence in this 9. Gender. Words of any gender used in this Agreement shall be hold end construed to include any other gender, and words in PAGE 6 the singular number shall be held to include the plural, and vice verse, 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. Compli&nce. In accordance with the requirements of the Texas Real Estate License Act, Purchaser is hereby advised that it should be furnished with or obtain 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 o£ this A~reement has not been returned to Purchaser within ten (10) days after Purchaser executes this Agreement and delivers same to Sel- ler, Purchaser shall have the right to terminate this Agreement upon written notice to Seller. DATED this ~¢/t~d&y of~ · 2000. iy~~ELLERoD PARTNERS, LTD. NAME /'~,~,4,,,~ TITLE PURCHASER TItE CITY OF DENTON, TEXAS Cit~ Manager 215 g. McKtnney Denton, Texas 76201 Approved as to Legal Form~ Herbert L. Prouty, City Attorney BY: PAGE 7 STATE OF TEXAS COUNTY OF DENTON This instrument is acknowledged before me, on this 0 ~.~ 'A~ ~ ~ Notary Public State of Texas ~ ~My Comm~sslo~ ~ ke - the State of Texas STATE OF TEXAg COUNTY OF DENTON ~s instrument is acknowledged before me, on this / day of ~, 2000 by Michael W. Jez, City Manager,---of the C'it7 o~Denton, · municipal corporation, known to me to be the person end officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said City of Denton, Texas, a municipal corporation, that he was duly authorized to perform the same by appropriate ordinance of the City Cott~cil of the City of Denton an~hat he executed the same as the act of the said City for ~u~poses and consideration / / .~-~// J// / ~".// // ~ / ~ ANN FORS~HE ~ ~ ~,~ No~ryPu~llo,$mmofTe~a ~ Nota~ P~bllC In a?/a £or i ~ ~v~)*/ ~yC~plr~ ~ the State of Texas" ~ · ? ~ 9,2002 ~ PAGE 8 EXHIBIT "A" County Denton I-hghway U S 77 Project Larmts From .I H 30 To US 380 CSJ 0195-02 Acct Legal Land Description for Parcel 9A Page ! of 2 March 31, 2000 BEING 1,880 square feet of land, more or less, situated ~n the Nathan Wade Survey, Abstract Number 1407, Denton County, Texas and being part a tract of land described to John L~nn Snuth and wife, Dorothy Snuth, an undlwded forty-four percent (44%), and to Dillon Francis Srmth and wife, Earla Joyce Srmth, an undivided fifty-slx percent (56%), by a Substitute Trustees Deed as recorded in Volume 3071 Page 89, Deed Records, Denton County, Texas, said 1,800 square feet of land being more particularly described by the metes and bounds as follows COMMENCING at a fence comer post being in a south hne of said Srmth tract of land and in the west prescnpttve right of way hne of Bonme Brae Road, THENCE South 88 degrees 49 nunutes 10 seconds East along a south hne of sa~d Srmth tract of land for a chstance of 34 33 feet to an ell comer of said Srmth tract of land and ~n the west hne of a tract of land conveyed to Electromc Data Systems Corporation Retirement Plan and Trust by deed as recorded in Volume 1681 Page 867, Deed Records, Denton County, Texas m Bonme Brae Road, THENCE North 00 degrees 54 rmnutes 02 seconds East along the common line of said Smath tract of land and smd Electromc Data Systems tract of land and in Bonme Brae Road for a distance of 1,859 30 feet to a P K nail and washer found in the new western right of way hne of Bonme Brae Road and being the POINT OF BEGINNING, (1) THENCE South 87 degrees 00 nunutes 39 seconds West along the new western right of way hne of Bonme Brae Road for a distance of 40 42 feet to an iron rod with alurmnum cap set at an angle point, (2) THENCE North 02 degrees 59 rmnutes 21 seconds West along the new western right of way hne of Bonme Brae Road for a distance of 46 49 feet to an iron rod with alurmnum cap set In the common property hne of Srmth tract and a tract of land conveyed to T I 239 B Joint Venture by deed as recorded in Volume 2432 Page 21, Deed Records, Denton County, Texas, County Denton I-hghway U S 77 Project hrmts From I H 30 To US 380 CSJ 0195-02 Acct Legal Land Descnpuon for Parcel 9A Page 2 of 2 March 31, 2000 (3) THENCE South 88 degrees 36 manutes 24 seconds East along the common property hne of said Srmth tract of land and said T I tract of land passing at l0 44 feet the southeast corner of smd T I tract of land and continuing along the northern hne of smd Srmth tract of land of a total distance of 43 48 feet to a iron rod found at the northeast corner of saad Srmth tract of land and in the western line of smd Electronic Data Systems tract of land and an Bonnie Brae Road, (4) THENCE South 00 degrees 54 rmnutes 02 seconds West along the common property lane of sa~d Srmth tract of land and sa~d Electrom¢ Data Systems tract of land for a dastance of 43 27 feet to the POINT OF BEGINNING and containing 1,880 square feet of land, more or less All beanngs are on the Texas State Plane Coordinate System, North Central Zone, N A D 27