1999-126 ORDINANCE NO ~5~ q --/.o~ ~-.~
AN ORDINANCE APPROVING A REAL ESTATE CONTRACT BETWEEN THE CITY OF
DENTON AND JAMES FERGUSON OGILVY AND SUSAN P OGILVY, RELATING TO
THE PURCHASE OF 0 006 ACRES OF LAND FOR THE EXPANSION OF U S HIGHWAY
77 (PARCEL 53), AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND
PROVIDING AN EFFECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS
SECTION I That the City Manager is hereby authorized to execute a Real Estate
Contract between the City and James Ferguson Ogilvy and Susan P Ogilvy, in substantially the
form of the Real Estate Contract wNch is attached to and made a part of this ordinance for all
purposes, for the purchase of 0 006 acres of land for the expansion of U S Highway 77 (Parcel
53)
SECTION II That the City Manager is authorized to make the expenditures as set forth
in the attached Real Estate Contract
SI~CTION III That this orrhnance shall become effective immediately upon its passage
and approval
PASSED AND APPROVED thls the 3 ~'~ dayof ~ .Z57 ,1999
JAC~vI~LLER, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
HERBERT L PROUTY, CITY ATTORNEY
REAL ESTATE CONTRACT
STATE OF TEXAS
COUNTY OF DENTON
THIS CONTRACT OF SALE is made by and between JAMES FERGUSON
OGILVY ~ SUSAN P. OGILVY (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.
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 described in Exhibit "A" 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 (all of such real prop-
erty, 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. Seller shall pay all cost
for the removal, installation, construction, relnstallatlon,
reconstruction, labor and materials for any and/or improvements
located within the property described in Exhibit "A". Any
improvements not removed by MAY 1, 1999 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.
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
transactions contemplated hereby are sub3ect 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 Seller's sole cost and expense, shall
have caused the Title Company (hereinafter defined) to issue a
owners policy commitment (the "Commitment") accompanied by copies
of all recorded documents relating to easements, rights-of-way,
etc., affecting the Property. Purchaser shall gave 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 an the Commitment Ks or Ks 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
unable to do so within ten (10) days after receipt of written
notice, this Agreement 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. 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, rivers,
creeks, or other water courses, fences, easements, and rights-of-
way on or ad3acent 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, gave 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 ~s unable to do
so within ten (10) days after receipt of written not~ce,
Purchaser may terminate this Agreement, and the Agreement shall
thereupon be null and void for all purposes and the Escrow
Deposit shall be returned by the Title Company to Purchaser.
Purchaser's failure to g~ve 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 Agreement to be performed, observed,
and complied with by Seller prior to or as of the closing.
AEE008FE PAGE 2
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 port.on 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 condemnation 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,
regulations, statutes, rules and restrictions 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 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 (RCRA), as amended,
and the Comprehensive Environmental Response Compensation and
Liability Act (CERCLA), as amended.
CLOSING
The closing shall be held at the office of Dentex Title
Company on or before May 28,1999, 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").
CLOSING REQUIREMENTS
1 Seller's Requirements. At the closing Seller shall:
A. Deliver to State of Texas, acting by and through the
Texas Transportation Commission a duly executed and
acknowledged Deed in the form as attached hereto as
Exhlblt "B" conveying good and marketable title to all of
the Property, free and clear of any and all liens,
encumbrances, conditions, easements, assessments, and
restrictions, except for the following
AEE008FE PAGE 3
1. General real estate taxes for the
year of closzng and subsequent years not
yet due and payable,
2. Any exceptions approved by Purchaser
pursuant to Purchaser's Obligations 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 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
State of Texas to the Property subject only to those
title exceptions listed in Closln9 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 Purchaser,
2. The exception as to restrictive cove-
nants 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 closlng.
2. Purchaser's Requirements. Purchaser shall pay the
consideration as referenced in the "Purchase Price" section of
this contract at Closing in ~mmedlately available funds.
AEE008FE PAGE 4
3 Closln9 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 Purchaser
REAL ESTATE COMMISSION
All obligations of the Seller and Purchaser for payment of
brokers' fees are contained in separate written agreements.
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 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 fall to consummate 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.
MISCELLANEOUS
1. Assignment of A~reement. This Agreement may be assigned
by Purchaser without the express written consent of Seller.
2. Survival of Covenants. Any of the representations, war-
rantles, 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
mall, 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.
4. Texas Law to A~ply. 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.
AEE008FE PAGE 5
_ 5. Parties Bound. Thls Agreement shall be binding upon and
inure to the benefit of the parties and their respective helrs,
executors, administrators, legal representatives, successors and
assigns where permltted by th~s Agreement.
6. Legal Construction. In case any one or more of the pro-
visions contained in th~s Agreement shall for any reason be held
to be invalid, illegal, or unenforceable in any respect, said ln-
valldlty, 1llegallty, or ~nenforceablllty shall not affect any
other provlslon hereof, and thls Agreement shall be construed as
if the lnvalld, illegal, or unenforceable provision had never
been contained herein.
7. Prlor Agreements Superseded. This Agreement constitutes
the sole and only agreement of the partles 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 thls Agreement shall
be ~eld and construed to lnclude any other gender, and words in
the slngular number shall be held to include the plural, and vlce
versa, unless the context requires otherwise.
10. Memorandum of Contract. Upon request of either party,
both part~es shall promptly execute a memorandum of thls
Agreement suitable for filing of record.
11. Compllance. In accordance wlth the requirements of the
Texas Real Estate Llcense Act, Purchaser is hereby advised that
it should be furnished wlth 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. T1me Llmlt. In the event a fully executed copy of this
Agreement has not been returned to Purchaser within ten (10) days
after Purchaser executes th~s Agreement and delivers same to Sel-
ler, Purchaser shall have the rlght to terminate this Agreement
upon wrltten notice to Seller.
AEE00$FE PAGE 6
SELLER PURCHASER
Fefg~Soh~75 M~fael Wt Jo(lq/
City Man ger V
215 E. M~ey~
~,~P ~./.,~ Denton, Texas 76201
0g lvF
STATE OF TEXAS
COUNTY OF DENTON
ThAs instrument is acknowledged before me, on this (F~ day of
~, 1999 by Michael W. Jez, City Manager, of the City
of/Denton, a municipal corporation, known to me to be the person
and 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 Council of the City of Denton and that he executed the same
as the act of the said City for purposes and consideration
therein expressed, and in the capacity therein stat~e~..
[(;(~'})MYCOMMIS$1ONEXPIr~$ [ Nd~he State oF Texas
STATE OF TEXAS
COUNTY OF DENTON
~trument is acknowledged before me, on this /-~/'/ day of
, 1999 by James Ferguson Ogilvy and Susan P. Ogilvy.
, N6ta~t ~ulbllc in and for
r~0~,,N Wlt~ 'N %, the State of Texas
AEE008FE PAGE 7
EXHIBIT 'A"
County Denton Page 1 of 1
Highway U.S. 77
Project Limits From I.H. 35 Rev November 3, 1994
To U.S. 380
CSJ 0195-02-
Account
FIELD NOTES FOR PARCEL 53
BEING A PARCEL OF LAND SITUATED IN A TRACT OF LAND CONVEYED TO JAMES FERGUSON OGILVY AND
WIFE, SUSAN P. OGILVY, RECORDED IN VOLUME 683, PAGE 379, DEED RECORDS OF DENTON COUNTY,
TEXAS (DRDCT), AND BEING SITUATED IN THE N H MEISENHEIMER SURVEY, ABSTRACT NO 811, CITY OF
DENTON, DENTON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS
COMMENCING for reference at a fence corner being on the south property line of said Ogllw/tract and the
northeast corner of · tract of land conveyed to John C. Johnson and w~fe, Doris Bean Johnson, recorded m
Volume 1406, Page 42, DRDCT,
THENCE N 88° 29' 07" W, along the south proper~ line of said Ogilvy tract and the north line of aa~d Johnson
tract, a d~stanca of 160.12 feet to a set 5/8-inch iron rod with an aluminum cap, being the POINT OF BEGINNING,
same being a point on the new east right of way line of U S 77,
(1) THENCE N 88° 29' 07" W, along a line common to said Og~lw/tract and said Johnson tract, a
distance of 1 85 feet to s found 1/2-~nch iron rod for the southwest corner of said Ogilvy tract,
said point being in the exlsang east right of way hne of U S 77,
(2} THENCE N 03° 11 ' 48" E, along a line common to said Og~lv~ tract and existing east right of way
line of U S. 77, a distance of B0 42 feet to a point being the northwest corner of said Ogilvy tract
from which a found 3/4-inch iron pipe bears S 03° 11' 45" W, a distance of I 45 feet,
(3) THENCE $ 87° 47' 21" E, along the north hne of said Ogilvy tract, a d~stance of 6 91 feet to a
found 1/2-Inch iron rod, being on the new east right of way hne of U S 77,
(4) THENCE S 07° 58' 13' W, along the new east right of way hne of U S 77, a d~stance of 60 70
feet to the POINT OF BEGINNING, and containing 0 006 acre, or 265 square feet of land, more
or Ieee
John F Wilder, R P L S ~.~~,~'~"~ Data
Texas No 4285