HomeMy WebLinkAbout1998-353\\CH WUVO, I)SHARBD\06PILLOUOp, d.,
ORDINANCE NO V -353
AN ORDINANCE APPROVING A REAL ESTATE CONTRACT BETWEEN THE CITY OF
DENTON AND TEXAS INSTRUMENTS, INC RELATING TO THE PURCHASE OF TWO
TRACTS TOTALING 0 251 ACRES OF LAND FOR THE EXPANSION OF U S HIGHWAY
77 (PARCEL 10), AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE, 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 Texas Instruments, Inc, in substantially the form of the Real
Estate Contract which is attached to and made a part of this ordinance for all purposes, for the
purchase of two tracts totaling 0 251 acres of land for the expansion of U S Highway 77 (Parcel
10)
5_,ECTION II That the City Manager is authorized to make the expenditures as set forth
in the attached Real Estate Contract
SECTION III That this ordinance shall become effective immediately upon its passage
and approval
PASSED AND APPROVED this the day of 1998
JA LLER, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
BY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
BY eT
REAL ESTATE CONTRACT
STATE OF TEXAS
COUNTY OF DENTON
THIS CONTRACT OF SALE is made by and between Texas
Instruments, Incorporated (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
property, 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,
reinstallation, reconstruction, labor and materials for any
and/or improvements located within the property described in
Exhibit "A". Any improvements not removed by January 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 $4783.60.
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 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 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
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 in the Commitment 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 or unwilling 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 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.
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 any 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.
AEE008FE PAGE 2
4. To 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 October 30,1998, 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
Exhibit "B" conveying good and indefeasible title in fee
simple to all of the Property, free and clear of any and
all liens, encumbrances, conditions, easements, asses-
sments, 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 or waived by
Purchaser pursuant to Purchaser's
obligations hereof; 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 sub3ect only to those
title exceptions listed in Closing Requirements hereof,
AEE008FE PAGE 3
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
covenants 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 closing.
2. Purchaser's Requirements Purchaser shall pay the
consideration as referenced in the "Purchase Price" section of
this contract at Closing in immediately available funds.
3 Closing 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 and Seller
REAL ESTATE COMMISSION
All obligations of the Purchaser or Seller for payment of
Brokers fees are contained in separate written agreement.
AEE008FE PAGE 4
BREACH BY SELLER
In the event Seller shall fail to fully and timely perform
any of its obligations hereunder or shall fail 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 fail 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 Agreement. This Agreement may not be
assigned by Purchaser without the express written consent of
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 of 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.
AEE008FE PAGE 5
6. Legal 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 unenforceable in any respect, said
invalidity, 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 sub3ect matter.
8. Time of Essence. Time is of the essence in this
Agreement.
9. Gender. Words of any gender used in this Agreement
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.
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. Compliance. 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 of this
Agreement has not been returned to Purchaser within ten (10)
days after Purchaser executes this Agreement and delivers same
to Seller, Purchaser shall have the right to terminate this
Agreement upon written notice to Seller.
AEE008FE PAGE 6
DATED this day of �Ou/�/ , 1998.
SELLER
Texas Instruments, Incorporated
BY,
NAME-440r5 AlM�/1)a are
TITLE ✓Pj %_
STATE OF TEXAS
COUNTY OF DENTON
PURCHASER
THE'VITY OF DENTON, TEXAS
City Man car
2157E. McKinney
Denton, Texas 76201
This instrument is cknowledyed be ore me, on t i �5 day
Oft �/'..n/ol , 1998 byOi. e) �T
Tex Instruments, Incorporated, a i�,s Ge w p r� 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 corporation.
Notaky'PugLic in and for
LF
The State of Texas
AEE008FE PAGE 7
STATE OF TEXAS
COUNTY OF DENTON
This i strument is acknowledged before me, on this
day of �, 1998 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
stated.
--------------
ANN FORSYTHE
Notary Public State of Texas
\ y My Commission Expires
MAY 9, 2002
Notaiy-Pulilik in nd for
the State of Tex s
AEE008FE PAGE 8
County Denton
Highway US 77
Project Limits
CSJ 01 5-02-
Accountr
From LH 35
To U S. 380
EXHIBIT "A"
FIELD NOTES FOR PARCEL 10
Page 1 or
Rev. February 11, 1993
n BEING TWO PARCELS OF LAND SITUATED IN A CALLED 189 507-ACRE TRACT, BEING A PART OF TEXAS
INSTRUMENTS ADDITION, LOT 1, BLOCK 1, RECORDED IN CABINET G, PAGE 48, MAP RECORDS OF DENTON
COUNTY, TEXAS (MROCT), AND BEING SITUATED IN THE J S. COLLARD SURVEY, ABSTRACT NO 297,
CITY OF DENTON, DENTON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS
Part One
COMMENCING for reference at a found 5/8-inch iron rod for an angle point in the north fine of said Addition
same being 3n the southerly line of Loop 288 ( a variable width right of way),
THENCE S 830 09' 32" W, along the north line of said Addition and the southerly right of way line of Loop 288
a distance of 2 56 feet to a point In the easterly right of way line of Bonnie Brae Road (a variable width right of
way),
THENCE S 000 12' 25" W, along the westerly line of said Addition and the easterly right of way line of
Bonnie Brae Road, a distance of 638.51 feet to a 5/8-inch iron rod with an aluminum cap set in the new
northerly right of way line of U S 77 for the POINT OF BEGINNING,
THENCE S 580 11' 36" E, along the new north right of way line of U S 77, a distance of 14 25 feet to a 5,8
inch von rod with an aluminum cap;
THENCE S 310 48' 24" W, a distance of 9.46 feet to a 5/8-inch iron rod set in the cutback line to Bonnie Brae
Road,
THENCE N 290 01' 49" W, along said cutback line, a distance of 14 89 feet to a point in the east right of way
line of Bonnie Brae Road,
THENCE N 000 12' 25" E, a distance of 2 71 feet to the POINT OF BEGINNING and containing 0 002 acre, or
77 square feet of land
Part Two
COMMENCING for reference at a fence corner found for the southeast corner of said Addition in the north right
of way line of Riney Road (a variable width right of way),
THENCE N 88° 51' 44" W, along the south line of said Addition and the north right of way line of Riney Road, a
distance of 328.79 feet to an angle point,
THENCE N 730 13' 24" W, continuing along said common line, a distance of 77 24 feet to a set 5/8-inch von
rod with an aluminum cap for the POINT OF BEGINNING, also being a point on the new north right of way line of
US 77,
(1) THENCE N 730 13' 24" W, continuing along a line common to said addition and said Riney Road, a
distance of 12 72 feet to a point in the existing north right of way line of U S 77,
12) THENCE N 58" 08' 24" W, along a line common to the existing north right of way line of U S 77 and
south line of said Texas Instruments tract, a distance of 814 14 feet to an angle point;
0 2432REI
EXHIBIT "A"
County De ton Page 2 of 2
Highway US 77
Project Limits From 1 H 35 Rev February 11, 1998
To U S 380
CSJ 0195.02-
Account
FIELD NOTES FOR PARCEL 10
(3) THENCE N 58" 09' 24" W, along said common line, a distance of 350 14 feet to a set 5/8-inch iron rod
with an aluminum cap being a point in the new north right of way line of U S 77,
THENCE along the new north right of way line of U S 77 as follows
(4)
S 80" 53'
06"
E, a distance of 37 11 feet to a set 5/8-inch iron rod with an aluminum cap,
(5)
S 580 11'
35"
E, a distance of 518 08 feet to a set 5/8-inch iron rod with an aluminum cap,
(5)
S 540 44'
59"
E, a distance of 199 79 feet to a set 5/8-inch iron rod with an aluminum cap, and
(7)
S 58" 11'
36"
E, a distance of 424 84 feet to the POINT OF BEGINNING and containing 0 249 acre, or
10,827 square
feet of land, more or less
Thomas Wi (amMa �
Texas No 5119
J
Date
D 2432REV
Tons Dep uimem of Thmspomulon
Form D-15-14
Page 1 of 3 Rev 9191
EXHIBIT "B"
THE STATE OF TEXAS )
COEYMT OF
That,
DEED
KNOW ALL MEN BY THESE PRESENTS:
of the County of , State of Texas, hereinafter referred to as Grantors, whether
one or more, for and m consukmon of the sum of
Dollars ($ ) to Grantors
in hand paid by the Stkon"0ar'37jand
f Texas, acting bfw
throuhewhich rs hereby aclmdged, andfor whilietdaySoldd by these dant, Spelofltyuhichhsd heretoand mcofor any and all purposes
SAVE and EXCEPT, HOWEVER, itis expressly understood and agreed that Grantors are retaining
title to the following improvements located on the property described in said Exhibit "A," to wit.
Grantors covenant and agree to remove the abovedescrilmd improvements from said land by the
day of ,19 , subject, however, to such extensions of tune as may be granted
by the Stalte in writing; and if, for any reason, Grantors fail or refuse to remove same within said penod of
tune prescnbed, then, without any fiuther consideration, the tide to all or any part of such unprovements
not so removed shall pass to and vest in the State of Texas forever
Grantors reserve all of the oil, gas and sulphur in and under the land herem conveyed but waive all nghts
of ingress and egress to tie surface thereof for the putpose of exploring, developing, mining or drilling for
saute; however, nothing in this reservation shall affect the tale and nghts of the State to take and use all
other minerals and materials thereon, theiem and thereunder.
Texas Deportment of Traaspottation
Form D-ls-la
Page 2 of 3 Rev 9191
TO HAVE AND TO HOLD the premises herein described and herwa conveyed together with all and
singular the nghm and appurtenances thereto in any wise belonging unto the State of Texas and its assigns
forever, and Grantors do hereby bind ourselves, our bars, executors, administrators, successont and as-
signs to Warrant and Forever Defend all and singular the said pmmses herein conveyed unto the State of
Texas land its assigns against every person whomsoever lawfully claiming or to claim the same or any part
thereoftby through or under Grantors but not otherwise
IN WITNESS WHEREOF, this instrument is executed on this the day of
,19
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ACKNOWLEDGMENT
THE STATE OF TEXAS,
COUNTY OF
BEFORE MB, the undersigned, a Notary Public, on this day Personally appeared
known to me (or proved
to me on the oath of , a credible witness,) to be the person(s) whose
name(s) is (ate) subscribed to the fbmgomg instrument and acknowledged to me that he/she/they executed the same for the
porposes and consideration therein expressed.
GrVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
Notary Public, State of Texas
MY Commission express on the day of 119_
, 19__
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CORPORATE ACKNOWLEDGMENT
THE STATE OF TEXAS,
COUNTY OF
BEFORE MB, the andemigned, a Notary Public, on this day personally appeared
known to
the to be the prior and offitxrwhose name is subscribed to the foregoing instrument and acknowledged tome that the same
was the act of the said , a corporation, that he/she was
ddy anthmilud to perform the ramie by appmpdm reaoludon of the board of directors of sacb cogxm dm and that be/she
axewtted the tame as the act of such corporation for the PoWses and c onsrderatioa therein expressed, and in the capacity
therein stated
OIVBN UNDER MY HAND AND SEAL OF OFFICE, this day of , 19
ltioraty ILbae, Sate of TOM
MY Commission expires on the __ day of ,19_
Texas DepubmeW o!Thnspothucn
Pam D,13d4
page 3 3 Rev. 9191
After 'recording please return this instrument to:
I
o
o-. u w
40 e o
m
CERTIFICATE OF RECORDING
THE STATE OF TEXAS, �
COUNTY OF