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HomeMy WebLinkAbout2001-2500 - Ordinance - 06/14/2001ORDINANCE NO. 2500 AN ORDINANCE DIRECTING THE CITY MANAGER TO EXECUTE A CONVEYANCE OF A 0.101 (4413 SQ. FT.) TRACT TO COLLEGE STATION, TEXAS, SOUTHGATE LTD. WHICH IS PART OF LINCOLN CENTER/WAYNE SMITH PARK; PROVIDING A SEVERABILITY CLAUSE AND PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS PART 1: The parking lot of Southgate Village Apartments encroaches on to a portion of Wayne Smith Park that is less than one acre which is not necessary for the park use; PART 2: The City Council of the City of College Station directs the Mayor to execute a conveyance of the 0.101 acre tract to College Station, Texas Southgate Village, Ltd. for the price, terms and conditions specified in the real estate sales contract attached hereto as Exhibit A. PART 3: That such sale is authorized pursuant to TEXAS LOCAL GOVERNMENT CODE SECTIONS 253.001(E)(2) aND (G). PART 4: That if any provision of any section of this ordinance shall be held to be void or unconstitutional, such holding shall in no way effect the validity of the remaining provisions or sections of this ordinance, which shall remain in full force and effect. PASSED, ADOPTED AND APPROVED this 14th day of June 2001. ATTEST: CONNIE HOOI~S-, Cit~' Secretary APPROVED: LYN~ McILHANEY, M~or APPROVED: HARVEY CARGILL, JR., City Attorney REAL ESTATE CONTRACT THIS CONTRACT OF SALE is made by and between the CITY OF COLLEGE STATION, TEXAS, a Texas Home Rule Municipal Corporation, situated in Brazos County, Texas ("SELLER"), and COLLEGE STATION TEXAS SOUTHGATE VILLAGE LTD., a Texas Limited Partnership, (BUYER) upon the terms and conditions set forth herein. ARTICLE I PURCHASE AND SALE 1.1 SELLER agrees to sell and convey in fee simple by Special Warranty Deed, and BUYER agrees to purchase and pay for 4,413 square feet out of a 3.784 acre tract conveyed to the City of College Station in Volume 1863, Page 225 of the Official Records of Brazos County, Texas, more particularly described by metes and bounds in Exhibit "A" attached hereto and made a part hereof for all purposes ("PROPERTY"), together with all and singular the rights and appurtenances pertaining to the PROPERTY for the consideration and subject to the terms, provisions, and conditions set forth herein. This Contract by SELLER to sell the PROPERTY is subject to approval by the City Council of the City of College Station, Texas; such approval indicated by signature of the Mayor to this Real Estate Contract. 1.2 BUYER has requested Charter Title Company, 700 Louisiana, Suite 3340, Houston, TX 77002, furnish a Commitment for Title Insurance (the "Title Commitment") to insure title to the BUYER for BUYER's review together with legible copies of all instruments referred to in the Title Commitment. The BUYER shall request the title company to furnish these items to BUYER within fifteen (15) calendar days of the date of this Contract. BUYER shall have a period of five (5) business days (the "Title Review Period") after receipt of the Title Commitment, the copies of the instruments referred to in Schedule B as exceptions, within which to notify SELLER of BUYER's objection to any item shown on or referenced by those documents (the "Reviewable Matters"). Any Reviewable Matter to which BUYER does not object within the Title Review Period shall be deemed to be accepted by BUYER. If BUYER objects to any such Reviewable Matter and gives notice to SELLER as provided herein, SELLER may at its election, on or before closing, attempt to cure same. If SELLER fails to cure same by the closing date, or is unwilling to cure same, the closing date shall be extended for five (5) business days for BUYER to either (a) waive such objections and accept such title as SELLER is able to convey or (b) terminate this Contract by written notice to the Title Company and to SELLER, in which case the earnest money shall be refunded to BUYER, and neither SELLER nor BUYER shall have any further rights or obligations under this Contract. 1.3 (a) The BUYER, at its expense, will provide a survey of the PROPERTY, showing, without limitation, all adjacent property lines, record ownership of adjoining properties, encroachments, easements, rights-of-way and other encumbrances of Contract No. 0 groul~'legal~project'southgate vtllage/REcontroct doc Created on 0§/30/01 12 32 PM Created by Roxanne Nernctlc jIs Page 1 record. The survey will reflect any encroachments onto or by the PROPERTY onto adjoining properties. BUYER shall have a period of five (5) business days (the "Survey Review Period") after receipt of the Survey within which to notify SELLER of BUYER's objection to any item shown on or referenced on the Survey. Any Reviewable Matter to which BUYER does not object within the Survey Review Period shall be deemed to be accepted by BUYER. (b) The survey drawing shall be addressed to and certified in favor of the BUYER and the Title Company. The field notes description, as prepared by the surveyor, shall be substituted for the description attached to this Contract and shall be used in the Special Warranty Deed. 1.4 The parties agree that general real estate taxes on the PROPERTY for the then current year, interest on any existing indebtedness, and rents, if any, shall be prorated as of the closing date and shall be adjusted in cash at the closing. BUYER alone shall be liable for any taxes assessed and levied for prior years resulting from any change in use subsequent to the conveyance to BUYER. If the closing shall occur before the tax rate is fixed for the current year, the apportionment of taxes shall be upon the basis of the tax rate for the next preceding year applied to the latest assessed valuation. All installments that have matured prior to the closing date on any special taxes or assessments shall be paid by SELLER; and any installments that are provided in the special assessment to mature after closing shall be assumed by BUYER. 1.5 The sale of the PROPERTY shall be made by Special Warranty Deed from SELLER to BUYER in the form prepared by BUYER attached hereto as Exhibit "B". ARTICLE II PURCHASE PRICE 2.1 The purchase price for said PROPERTY shall be the sum of TWO THOUSAND THREE HUNDRED NINETY-SIX AND NO/100 DOLLARS ($2,396.00) plus the removal and replacement of approximately eight hundred fifty (850) linear feet of six-foot (6') chain link fence abutting the SELLER's property. BUYER has paid TWO THOUSAND THREE HUNDRED NINETY-SIX AND NO/100 DOLLARS ($2,396.00) in full upon the execution of this contract. The replacement of fence shall be completed within six (6) months from the date of closing. 3.1 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER SELLER hereby represents and warrants to BUYER as follows: Contract No. O. group/legal/prodect/$outhgate vtllage/REcontract doc Created on 05/30/01 12 32 PM Created by Roxanne Nemcdc fls Page 2 (a) SELLER has the full right, power, and authority to enter into and perform its obligations under this Contract. (b) SELLER is not a "foreign person" within the meaning of the Internal Revenue Code of 1986, as amended, Sections 1445 and 7701 (i.e., SELLER is not a non- resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Code and regulations promulgated thereunder). DISCLAIMER OF WARRANTIES OTHER THAN THOSE WARRANTIES EXPRESSLY STATED IN THIS SECTION 3.1, SELLER MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONDITION OR ENVIRONMENTAL STATE OF THE PROPERTY. THE PROPERTY IS SOLD AS IS AND WITH ALL FAULTS. WITHOUT LIMITING SELLER'S OBLIGATION TO DELIVER A DEED WITH SPECIAL WARRANTY OF TITLE ON THE TERMS AND CONDITIONS CONTAINED IN THIS CONTRACT, SELLER MAKES NO REPRESENTATIONS OR WARRANTY WHATSOEVER~ EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY. THE PROVISIONS CONTAINED IN THIS PARAGRAPH SHALL SURVIVE THE CLOSING HEREUNDER AND THE DELIVERY FROM SELLER TO BUYER OF THE SPECIAL WARRANTY DEED. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER 4.1 BUYER represents and warrants to SELLER as of the effective date and as of the closing date that: (a) BUYER has the full right, power, and authority to purchase the PROPERTY from SELLER as provided in this Contract and to carry out BUYER's obligations under this Contract, and all requisite action necessary to authorize BUYER to enter into this Contract and to carry out BUYER's obligations hereunder has been obtained or on or before closing will have been taken. ARTICLE V CLOSING 5.1 The closing shall be held at Charter Title Company, 700 Louisiana, Suite 3340, Houston, TX 77002, within forty-five (45) calendar days from the execution and tender of this Contract by BUYER, at such time and date as SELLER and BUYER may agree upon (the "closing date"). 5.2 At the closing, SELLER shall: Contract No. 0 group/legaFproject/southgate vtllage/REcontract doc Created on 05/30,/01 12 32 PM Created by Roxanne Nemctk jIs Page 3 5.3 (a) Deliver to BUYER the duly executed and acknowledged Special Warranty Deed prepared by BUYER conveying good and indefeasible title in the PROPERTY, free and clear of any and all liens, encumbrances, except for the Reviewable Matters and subject to the BUYER's election to terminate this Contract in the event BUYER disapproves of any Reviewable Matter, which objection is to be cured by SELLER on or prior to the closing as provided by Article I of this Contract. (b) Deliver possession of the PROPERTY to BUYER. (c) Pay the SELLER's expenses and attorney fees. (d) Prepare, at its cost, the special warranty deed. Upon such performance by SELLER at closing, BUYER shall: (a) Remove and replace approximately eight hundred fi/ty (850) linear feet of 6 foot chain link fence abutting SELLER's property within six (6) months of the date of closing. (b) Pay all costs of closing save and except those to be paid by SELLER as provided in Section 5.2 herein. (c) Pay the BUYER's expenses or attorney fees. (d) Pay the additional premium for the survey/boundary deletion in the title policy, if the deletion is requested by BUYER. (e) Pay the costs of work required by BUYER to have the survey reflect matters other than those required under this contract. ARTICLE VI SPECIAL CONDITIONS 6.1 BUYER agrees that part of the consideration for the sale of the property is the removal and replacement of approximately eight hundred fifty (850) linear feet of fence abutting SELLER's property. Contract No. 0 group/iegal/project/southgate vdlage/REcontract doc Created on 05/30/01 12 32 PM Created by Roxanne Nemctk jIs Page 4 ARTICLE VII BREACH BY SELLER 7.1 In the event 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: (a) Enforce specific performance of this agreement: ARTICLE VIII BREACH BY BUYER 8.1 If BUYER fails to remove and replace the fence within six (6) months from the date of closing: (1) the property shall automatically revert to SELLER free and clear of any and all liens and encumbrances, (2) BUYER will promptly remove its improvements consisting of a parking lot and fence located on SELLER's property, and (3) SELLER will refund TWO THOUSAND THREE HUNDRED NINETY-SIX AND NO/100 DOLLARS ($2,396.00) to BUYER after BUYER has removed the improvements located on SELLER's property and regraded the surface and installed grass thereon. 8.2 Except as provided otherwise in Section 8.1 herein, in the event BUYER fails to fully and timely perform any of its obligations under this Contract for any reason except SELLER's default, BUYER may enforce specific performance of this Agreement ARTICLE IX MISCELLANEOUS 9.1 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 the period of time following the closing date, shall survive the closing and shall not be merged by deed or otherwise be extinguished. 9.2 Notice: Any notice required or permitted to be delivered by this Contract shall be deemed received when sent by United States mall, postage prepaid~ certified mail return receipt requested, addressed to SELLER or BUYER, as the case may be, at the addresses set forth below: BUYER: College Station Texas Southgate Village Ltd., Contract No. O'group/legal project, southgate vtllage/REcontract doc Created on 05/30/01 12 32 PM Created by Roxanne Nemctk jIs Page 5 SELLER: City of College Station Legal Department 1101 Texas Avenue College Station, Texas 77840 9.3 Texas Law to Apply: This Contract shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created by this Contract are to be performed in Brazos County, Texas. 9.4 Parties Bound: This Contract shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns. The persons executing this Contract do so in their capacities as set forth below and in no other capacity whatsoever, and such persons shall have no personal liability for executing this Contract in a representative capacity. All such liability is limited to the principal for which they execute this document as a representative. 9.5 Invalid Provision: In case any one or more of the provisions contained in this Contract shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Contract, and this Contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in the Contract. In lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of this Contract a provision as similar in terms to such illegal invalid or unenforceable provision as may be possible and be legal, valid and enforceable. 9.6 Construction: The parties acknowledge that each party and its counsel have reviewed and revised this Contract and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Contract or any amendments or exhibits hereto. 9.7 Prior Agreements Superseded: This Contract embodies the entire agreement of the parties and supersedes any and all prior understandings or written or oral agreements between the parties respecting subject matter within and may only be amended or supplemented by an instrument in writing executed by the party against whom enforcement is sought. 9.8 Time of Essence: Time is of the essence to this Contract. 9.9 Gender: Words of any gender used in this Contract 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. 9.10 Multiple Counterparts: This Contract may be executed in a number of identical counterparts. If so executed, each of the counterparts shall, collectively, constitute but one Contract No. 0 group/legai/project/southgate vtllage/REcontract doc Created on 05/30/01 12:32 PM Created by Roxanne Nemctk'jls Page 6 agreement. In making proof of this Contract it shall not be necessary to produce or account for more than one counterpart. 9.11 Memorandum of Contract: Upon request of either party, both parties shall promptly execute a memorandum of this agreement suitable for filing of record. EXECUTED on this the day of ., 2001. SELLER: COLLEGE STATION TEXAS SOUTHGATE VILLAGE, LTD. BUYER: CITY OF COLLEGE STATION BY: Printed Name: Title: Date: BY: LYNN McILHANEY, Mayor Date: ATTEST: CONNIE HOOKS, City Secretary APPROVED: THOMAS E. BRYMER, City Manager Date: CHARLES CRYAN. Director of Fiscal Services Date: City Attorney Date: Contract No. O:group/lega~/project/southgate vtllage REcontract doc Created on 05/30/01 12 32 PM Created bl, Roxanne Nemctk jIs Page 7 THE STATE OF TEXAS § COUNTY OF BRAZOS § ACKNOWLEDGMENT This instrument was acknowledged before me on the __ day of ,2001, by LYNN MclLHANEY as Mayor of the CITY OF COLLEGE STATION, a Texas Home Rule Municipal Corporation, on behalf of said municipality. NOTARY PUBLIC in and for the STATE OF TEXAS THE STATE OF § COUNTY OF § ACKNOWLEDGMENT This instrument was acknowledged before me on the ~ day of ,2001, by as of COLLEGE STATION TEXAS SOUTHGATE VILLAGE, LTD., a Texas limited partnership, on behalf of said limited partnership. NOTARY PUBLIC in and for the STATE OF Contract No. O'groulMiegal/project/$outhgate vtllage 'REcontract doc Created on 05/30/01 12 32 PM Created by Roxanne Nemctk.jls Page 8