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HomeMy WebLinkAboutResolution No. 07-048 CITY OF THE COLONY, TEXAS RESOLUTION NO. 07- 0'-1 f A RESOLUTION OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO ENTER INTO AN OPTION AGREEMENT WITH WYNNWOOD PENINSULA VENTURE FOR THE FUTURE PURCHASE OF 3.4 ACRES LOCATED IN WYNNWOOD PENINSULA IN FRONT OF THE WYNNWOOD WATER PUMP STATION; ATTACHING THE APPROVED FORM OF AGREEMENT AS ATTACHMENT A; AND PROVIDING AN EFFECTIVE DATE NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: Section 1. That the City Council of the City of The Colony, Texas hereby approves the OPTION AGREEMENT WITH WYNNWOOD PENINSULA VENTURE FOR THE FUTURE PURCHASE OF 3.4 ACRES LOCATED IN WYNNWOOD PENINSULA IN FRONT OF THE WYNNWOOD WATER PUMP STATION. Section 2. That a true and correct copy of the Agreement is attached hereto and incorporated herein, as Attachment A. Section 3. the city. That the city manager is authorized to execute the Agreement on behalf of Section 4. passage. That this resolution shall take effect immediately from and after its PASSED AND APPROVED by the City Council of the City of The Colony, Texas, this 21st day of Mav. 2007. J n Dillard, Mayor ty of The Colony, Texas ATTEST: (((~1J;:l1//Y ":'~L,' - ~ /~'{>'<:::, (}\ ...... . .l/., ,~<~, l ,.... "..~" ''('~:) ;it.. , (~ '<2, L' . . ., c' ..... o~ ';:"~ 0~,~ t :0 '! JJJ. :2 ""-<\ i'" ~t.<:'~t:S"" ST ATE OF TEXAS ~ ~ COUNTY OF DENTON ~ Option Agreement This Option Agreement ("Agreement") is made by and between the City of The Colony, Texas ("City") and Wynnwood Peninsula Venture, a Texas Partnership (the "Company"), acting by and through their respective authorized officers. WITNESSETH: WHEREAS, the Company is the owner of real property located in Wynnwood Peninsula located in the City of The Colony, Texas; and "'" WHEREAS, the City, through the Developer's Agreement dated April 19, 2004, has the"" right to purchase a 1.92 acres site (referred to as the "Fire Station Site") in the Company's project on Wynnwood Peninsula for the sole purpose of constructing a Fire Station; and WHEREAS, the City requires a larger site to construct the Fire Station; and WHEREAS, the City and Company are working together to secure an alternate suitable location for the City's Fire Station that is acceptable to City and Company; and WHEREAS, if the City and Company cannot find an alternate suitable location for both parties, the Company desires to grant to the City and its assigns an option to purchase approximately three (3) acres located on the real property and being further described in Exhibit "A" (the "Land") which is attached hereto and incorporated herein, and all appurtenances constructed thereon for the "fair market value" price (the "Option Price"), subject to the terms and conditions of this Agreement; and WHEREAS, the City desires to be granted such option to purchase the Land and the appurtenances located thereon. NOW THEREFORE, in consideration of the foregoing, and other consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: Article I Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: "City" shall mean the City of The Colony, Denton County, Texas, or its assigns. "Company" shall mean Wynnwood Peninsula Venture a Texas Partnership. "Effective Date" shall mean the last date of execution hereof. Option Agreement - I TM 16270,76,000 \c{ "Expiration Date" shall mean December 31, 2014. "Land" shall mean that real property described in Exhibit "A". "Option Price" shall mean $45,000 per gross acre. Article II Term The term of this Agreement shall begin on the Effective Date and continue until the Expiration Date, unless sooner terminated as provided herein. Article III Option 3.1 In consideration of ten dollars ($10.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, the Company hereby grants the City an option ("Option"), to purchase the Land, or any portion thereof, for the Option Price for the sole purpose of constructing a Fire Station and other appropriate public safety use as mutually agreed by the parties. The Company and City acknowledges and agrees that the City may not assign the Option to purchase the Land and any improvements or appurtenances thereto or any remaining portion of the Land after the exercise of the Option, from time to time, by the assignees of the City, for the price of forty-five thousand dollars ($45,000) per gross acre. 3.2 In the event that City and Company cannot identify a suitable site for the Fire Station, the Option may be exercised by the City, or its assignees, as the case may be, during the period commencing on the Effective Date and ending on the Expiration Date (the "Option Period") by written notice to Company in accordance with this Agreement (the "Option Notice"). Upon Company receipt of the Option Notice, the Company and City or its assignees, as the case may be, shall proceed to close the purchase of the Land or portion thereof pursuant to the terms and conditions set forth herein. 3.3 Upon the timely exercise of the Option by the City, or its assignees, as the case may be, the Company agrees to sell, and City or its assignees, as the case may be, agrees to purchase, the Land or portion thereof, as provided in this Agreement. 3.4 Upon the timely exercise of the Option by the City, or its assignees, as the case may be, in accordance with the foregoing provisions, the parties shall forthwith (and in any event within ten (10) business days following such exercise) proceed to execute a contract of purchase and sale containing such terms and conditions as are customary in purchase and sale agreements in Denton County, Texas and reasonably acceptable to both the Company and the City, or its assignees, as the case may be, including restrictions of use of the Land for a fire station and other appropriate public safety use, architectural requirements Company shall require, as well as Company's option to repurchase in the event City elects not to construct a Fire Station. OPtion Agreement - 2 TM 16270.76,000 ~ 3.5 In the event that City exercises Option, purchases the Land and elects to not construct a Fire Station, the Company or its assigns shall have the right to purchase back the Land from City at the Option Price. Article IV Termination This Agreement shall terminate upon anyone of the following: (a) by mutual written agreement of the parties; (b) Expiration Date; or (c) by either party in the event the other party breaches any of the terms or conditions of this Agreement and such breach is not cured within thirty (30) days after written notice thereof. (d) If an alternative location is selected this Agreement shall automatically terminate. Article V Covenants Run With Land The provisions of this Agreement are hereby declared covenants running with the Land and are fully binding on the Company and each and every subsequent owner of all or any portion of the Land but only during the term of such party's ownership thereof (except with respect to defaults that occur during the term of such person's ownership) and shall be binding on all successors, heirs, and assigns of the Company which acquire any right, title, or interest in or to the Land, or any part thereof. Any person who acquires any right, title, or interest in or to the Land, or any part hereof, thereby agrees and covenants to abide by and fully perform the provisions of this Agreement with respect to the right, title or interest in such Land. The City agrees to provide a release in recordable form reasonably satisfactory to the Company upon each party's full and complete satisfaction of the respective obligations herein. A copy of this Agreement shall be recorded in the Denton County deed records. Article VI Miscellaneous 6.1 Bindine Aereement. This Agreement shall be binding upon and inure to the benefit of the heirs, successors, affiliates, administrators, executors, and assigns of the respective parties. This Agreement may be assigned by the City, to one or more persons and/or entities, without the prior written consent of the Company. 6.2 Limitation on Liabilitv. It is acknowledged and agreed by the parties that the terms hereof are not intended to and shall not be deemed to create a partnership or joint venture among the parties. It is understood and agreed between the parties that Company, in satisfying the conditions of this Agreement, has acted independently, and City assumes no responsibilities Option Agreement - 3 TM 16270,76,000 VK or liabilities to third parties in connection with these actions. Company agrees to indemnify and hold harmless the City from all such claims, suits, and causes of actions, liabilities and expenses, including reasonable attorney's fees, of any nature whatsoever arising out of the Company's performance of the conditions under this Agreement. 6.3 Authorization. Each party represents that it has full capacity and authority to grant all rights and assume all obligations that is granted and assumed under this Agreement. 6.4 Notice. Any notice required or permitted to be delivered hereunder shall be deemed received three (3) days thereafter sent by United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the party at the address set forth below or on the day actually received as sent by courier or otherwise hand delivered. If intended for CITY, to: With a copy to: Attn: Dale Cheatham, City Manager City of The Colony 6800 Main Street The Colony, Texas 75056 Robert E. Hager, City Attorney Nichols, Jackson, Dillard, Hager & Smith, LLP 500 North Akard, 1800 Lincoln Plaza Dallas, Texas 75201 If intended for Company: With copy to: Wynnwood Peninsula Venture 1660 S. Stemmons Fwy., Suite 100 Lewisville, TX 75067 Attn: Kristian Teleki Wynnwood Peninsula Venture 600 N. Pearl, Suite 650, LB 149 Dallas, TX 75201 Attn: Michael Jackson 6.5 Entire Aereement. This Agreement is the entire Agreement between the parties with respect to the subject matter covered in this Agreement. There is no other collateral oral or written Agreement between the parties that in any manner relates to the subject matter of this Agreement, except as provided in any Exhibits attached hereto. 6.6 Governine Law. This Agreement shall be governed by the laws of the State of Texas; and venue for any action concerning this Agreement shall be in the State District Court of Denton County, Texas. The parties agree to submit to the personal and subject matter jurisdiction of said Court. 6.7 Amendment. This Agreement may be amended by the mutual written agreement of the parties. 6.8 Leeal Construction. In the event anyone or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect other provisions, and it is the intention of the parties to this Agreement that in lieu of each provision that is found to be illegal, invalid, or unenforceable, a provision be added to this Agreement which is legal, valid and Option Agreement - 4 TM 16270,76,000 '0 enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 6.9 Recitals. The recitals to this Agreement are incorporated herein. 6.10 Counterparts. This Agreement may be executed in counterparts. Each of the counterparts shall be deemed an original instrument, but all of the counterparts shall constitute one and the same instrument. 6.11 Exhibits. Any exhibits to this Agreement are incorporated herein by reference for the purposes wherever reference is made to the same. 6.12 Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the termination of this Agreement shall survive termination. (THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY. SIGNATURE PAGE TO FOLLOW) Option Agreement - 5 TM 16270,76,000 \A EXECUTED on this 21st day of -tL EXECUTED on this ~ day of Option Agreement - 6 May ,2007. CITY OF THE COLONY By: S)~ ctL Dale Cheatham, City Manager t"': .Jl.(",f, , 2007. WYNN WOOD PENINSULA VENTURE A Texas partnership By: MSW Wynnwood Holdings, Ltd. a Texas limited partnership By: MSW Wynnwood Holdings GP, LLC a Texas limited liability company, its General Partner By: j./ / / /;........'C" _____ Kristian Teleki Senior Vice President WYNN WOOD PENINSULA VENTURE A Texas partnership By: By: ent, LLC a company TM 16270,76,000 CITY'S Acknowledgement ST ATE OF TEXAS ~ ~ COUNTY OF DENTON ~ This instrument was acknowledged before me on the 23rd day of May 2007, by Dale Cheatham, being City Manager of the City of The Colony, on behalf of said corporation. >""""""""""'~"'~~ ~ ~,*"W'#t.~ ~ ~ $o~\""~<< AN8ELA KEU.Y I ~ f~~~",~ ~ ~ i"~%~.i Co I'Iotary PuIIIk. ltate of 'kxaI i ~ '\1'I'Ctk.~ Ny c_.... bpi_Ot.oa.1 0 ~ , ""'''"n'~- 1 , """"""""""""",. Company's Acknowledgement STATE OF TEXAS COUNTY OF ~ ~ ~ ~ REBECCA J. REEO Notary Public. State 01 Texas My commission ExpIres JUly 02, 2008 the ~ day of Wynnwood instrument was ackn~le?ge~.......,,~ff9!e ,2007,by~ enin ula Venture., a Texas partnership, on beh said Compan . ,,,,,\"V~~/I,,, $W/~ rX:1~S) ~JtI';n;\\1,"' III"..""\; OPtion Agreement - 7 TM 16270,76,000 }L--C STATE OF TEXAS COUNTY OF ~ ~ ~ ~ This instrument was ac;~~re ). men on .th:.. ,2007, by ~ , Jllc..L rAJA~JJ.d ula Venture, a Texas partnership, on behalf of said Company. ~ IS day of of Wynnwood ~,\~~~~"",," ~'"'o~~~.. .ft,,-",,,- ~"".. -.'1:'\ ~ : : ! ~:;'~i..\~? "",,,f,~,\"\ SHERRY l. HARTMAN Notary Public. State of ~exas My Commission EXpires February 16. 2010 My Commission expires: Option Agreement - 8 TM 16270,76,000 K Exhibit A LAKE LEW'E 1LLE /- INSERT: TOWN CENTER THE TRIBUTE "REVIEW CENTER OVERALL MASTER PLAN LAKE LEWJSVILLE 'nlECOLONY, TEXAS :.Nfl". 12.., I'IkWICT Pn.:........... 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