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HomeMy WebLinkAbout1998-398X, L ML1,91WtWWW L�Dow�bmuM9Nute B"BlavokVm Sy�� ORDINANCE NO ! lJ — ✓ 9 AN ORDINANCE APPROVING A REAL ESTATE CONTRACT BETWEEN THE CITY OF DENTON AND STATE STREET BANK AND TRUST COMPANY AS TRUSTEE FOR THE ELECTRONIC DATA SYSTEMS CORPORATION RETIREMENT PLAN AND TRUST, RELATING TO THE PURCHASE OF 0 835 ACRE OF LAND FOR THE EXPANSION OF U S HIGHWAY 77 (PARCEL 11), 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 State Street Bank and Trust Company as Trustee for the Electronic Data Systems Corporation Retirement Plan and Trust, 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 0 835 acres of land for the expansion of U S Highway 77 (Parcel 11) SECTION II That the City Manager is authorized to make the expenditures as set forth in the attached Real Estate Contract SSECTION III That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the � 7 day of 1998 4 =ER, mAybR ATTEST JENNIFER WALTERS, CITY SECRETARY BY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY X �Z' -- 17 All A �41 ]f74 0CK�]►11� 7TyIy STATE OF TEXAS COUNTY OF DENTON THIS CONTRACT OF SALE is made by and between STATE STREET BANK AND TRUST COMPANY as Trustee for the Electronic Data Systems Corporation Retirement Plan, a trust qualified under Section 501(a) of the Internal Revenue Code (hereinafter referred to as "Seller") and CITY OF DENTON, TEXAS, a home rule municipality, of Denton, Denton County (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 those certain tracts, lots or parcels of land described in Exhibits "A" & "A-1" attached with all rights and appurtenances pertaining to the said properties, including any right, title and interest of Seller in and to adjacent streets, alleys or rights - of -way (all of such real properties, rights, and appurtenances being hereinafter referred to collectively 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 PURCHASE PRICE 1 Amount of Purchase Price The purchase price for the Property shall be the sum of $11,715 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 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, Purchaser, at Purchaser'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 1 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 Any matter to which Purchaser does not object and all matters shown or referred to on Schedule B of the Commitment (updated to reflect curative efforts, if any) will be deemed Permitted Exceptions 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 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 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 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 is unable or unwilling to do so within ten (10) days after receipt of written notice, 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 give Seller this written notice shall be deemed to be Purchaser's acceptance of the survey 3 Seller's Compliance Seller shall have performed, observed, 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, except for a grazing lease between Seller and a third party Seller agrees to terminate said lease 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, 2 12/O7/98 AION 15 41 tA1 617 aJi babb "(7AL V i V i b i WN 4W uu, .,a"noaaau (11002/002 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 To the best of Seller's knowledge, 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 Seller's knowledge, there arc 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 As used herem, "to the beat of Sellers knowledge" means the knowledge of Marilyn Kasko, Director, Asset Management and Daniel F Busch, Division Manager, Real Estate In no event will either Marilyn Kasko or Daniel F Busch have any personal liability for any claims ansing from this representation 5. Except as specifically provided herein, the Property is sold "AS IS", with no warranties of any type or for any manner, including any environmental conditions existing on the Property Each of the Purchasers represent that each is duly authorized to enter into this transaction and all obligations contained herein and the party signing in behalf of each party is duly authorized to sign in that party's behalf e closing shall 30, 1998, or Purchaser may mutually Date") be held at the office of Dentex Title Company on or before at such title company, time, date, and place as Seller and agree upon (which date is herein referred to as the "Closing Purchaser represent that it is duly authorized to enter into this transaction and all obligations contained herein and the party signing in behalf of Purchaser is duly authorized to sign in Purchaser's behalf LM - 01813 0 affn- .L�11_ u _ a Seller's Requirements At the closing Seller shall, A Deliver to Purchaser a duly executed and acknowledged Special Warranty Deed in the form as attached hereto as Exhibit "B" conveying good and marketable title in fee simple to all of the Property, free and 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 Obligations hereof, and 3 The Permitted Exceptions 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 purchaser price, insuring fee simple title for the State of Texas to the Property subject only to the Permitted Exceptions 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 "Purchaser 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, except for any rollback taxes 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 n u REAL ESTATE COMMISSION Seller and Purchaser represent to each other that no broker or other party has represented either party for which a commission or fee would be due Purchaser and Seller agree to indemnify and hold each other harmless from any claims for commissions 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, as Purchaser's sole remedy, 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, as Seller's sole remedy, 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, warranties, 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 not survive the Closing and shall be merged into the Special Warranty Deed 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 Annly 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 5 6 Legal Construction In case any one or more of the provisions 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 unenfbrceable 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 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 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 11 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 , DATED this � // `- day of b"k , 1998 SELLER - STATE STREET BANK AND TRUST COMPANY AS TRUSTEE FOR THE ELECTRONIC DATA SYSTEMS CORPORATION RETIREMENT PLAN BY ��" lrC"" airi /�'rXUiP C- -z�6�fr'� Title 1114 ��f'f1iDFA� 5400 Legacy Dr Plano, Texas 75024 N. PURCHASER THE CITY OF DENTON, TEXAS ,4 Ml Mi e W Je City Manager 215 E McKinney Denton, Texas 76201 STATE OF TEXAS § COUNTY OF DENTON § This instrument is acknowledged before me, on this A�— day of �� 1998 by Michael W Jez, City Manager, of the City of enton, 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 purpose nd consideration therein expressed, and in the capacity therein stated :7� YTHEts of Ta.Ss Not Public in dfoMy COMM114jon My Commission „002 es the State of Texas 0 '5-- (0 f 4944 STATE OF MaZaC))uSP4- § COUNTY OF it hrib IV § This instrument is acknowledged before me, on this � day of hfcernhe. - , 1998 by t , of STATE STREET BANK AND TRUST COMPANY as Tni a for the Electronic Data Systems Corporation Retirement Plan 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 Notary Public in and for My Commission Expires the State of m0k:<,; Czck nn � Document# 9319 Q 7 EXHIBIT •A• County Dentgn g Highway I.I.A. 77 Pa e 1 of 2 Project Limits: From I.H. 35 Rev. November 28, 1994 To U.S.380 CSJ 0195A2- Account FIELD NOTES FOR PARCEL 11 BEING A PARCEL OF LAND SITUATED IN A CALLED 39.381-ACRE TRACT CONVEYED TO ELECTRONIC DATA SYSTEMS CPRPORA71ON RETIREMENT PLAN AND TRUST (EDS), RECORDED IN VOLUME 1681, PAGE 867, DEED RECORDS OF DENTON COUNTY, TEXAS (DROCT), 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 - COMMENCING for reference at a found 518-inch iron rod being an angle point In the west line of a 23.212-acre tract conveyed to Brian P Catalano, Trustee, recorded In Volume 2219, Page 545, DRDCT, same being in tte east line of said EDS tract, THENCE N 13e 50' 36' E, along the west line of said Catalano tract and the east line of said EDS tract, a distance of 688.13 feet to a point being the northeast comer of said EDS tract in the existing south right of way line of U S. 77, THENCE N 680 11' 36" W, along the north line of said EDS tract and existing south right of way line of U S 77, a distance of 1080.78 feet to a set 5/8-Inch Iron rod with an aluminum cap for the POINT OF BEGINNING and being a point on the new south right of way line of U.S. 77, (1) THENCE N 690 43' 46' W, with said new south right of way line of U S. 77, and crossing said EDS tract, a distance of 100,00 feet to a set WS-inch Iron rod with an aluminum cap, (2) THENCE N 580 11' 36" W, with sold new south right of way line of U.S 77, a distance of 120.00 feet to a set 6/8-Inch Iron rod with an aluminum cap, same being on the new east right Of way line for Bonnie Brae Road, being In a non -tangent circular curve to the left having a radius of 170.49 feet; (3) THENCE Southwesterly, along the new right of way line of said road, and said curve to the left, through a delta angle of 300 31' 23', an arc distance of 90.82 feet, and having a chord which bears S 12e 16' 20' W, a distance of 89.76 feet to a set 5/8-inch iron rod with an aluminum cap being the point of tangency; (4) THENCE S 02' 59' 21' E, along the new seat right of way line of Bonnie Brae Road, a distance of 146.00 feet to a set 5/8-inch iron rod with an aluminum cap; (5) THENCE S 870 00' 39' W, leaving the new right of way line of said road, a distance of 39.58 feet to a set PK nail with shiner being on the west property line of said EDS tract and near the present center line of said Bonnie Brae Road, (6) THENCE N 000 54' 02' E. along the west line of said EDS tract, a distance of 43.27 feet to a found 1/2-Inch iron rod; 0-2433AW EXHIBIT -A- County Da = n Highway UM. 77 ProJect Limits: CSJ• 0796-02. Account:_ From I.H.35 To U.S.380 FIELD NOTES FOR PARCEL " Pape 2 of 2 Rev. November 28, 1994 (7) THENCE N 260 04' 07- W, with the west line of said EDS tract, a distance of 110.59 feet to a set PK nail with shiner; (8) THENCE N 020 59' 219 W, crossing said EDS tract, a distance of 1.09 feet to a set PK nail with shiner, being on the new west right of way line for Bonnie Brea Road, and being the beginning Of a circular curve to the right having a radius of 250.49 feet, (9) THENCE Northeasterly, along said curve to the right and said new west right of way line for Bonnie Brae Road, through a delta angle of 340 14. 190, an arc distance of 149.69 feet, and having a chord which bears N 140 071480 E. a distance of 147.47 feet to a set 6/8-Inch iron rod with an aluminum cap being on the new south right of way line of U.S. 77; (10) THENCE N 460 54' 20- W, along the new south right of way line of U.S 77, a distance of 49 72 feet to a set 5/8-Inch iron rod with an aluminum cap same being a point on the north line of said EDS tract and the existing south right of way line of U.S 77; (11) THENCE S 580 11' 36- E, along a line common to the EDS tract and U.S. 77, a distance of 347.20 feet to the POINT OF BEGINNING, and containing 0.507 acre, or 22,101 square feet of land, more or leas, of which 4646 square feet resided In the prescriptive right of way of Bonnie Brae Road. John F. Wilder, R.P.L.S. Texas No. 4286 OF, ...t............. JOHN Date F.-WILDER-� ............400#000*0 ... LiR o-z4ra.Rry EXHIBIT " A-1" FIELD NOTES FOR PARCEL 11A BEING A PARCEL OF LAND SITUATED IN A CALLED 39 361-ACRE TRACT CONVEYED TO ELECTRONIC DATA SYSTEMS CORPORATION RETIREMENT PLAN AND TRUST (EDS), RECORDED IN VOLUME 1681, PAGE 867, DEED RECORDS OF DENTON COUNTY, TEXAS (DRDCT), 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 COMMENCING for reference at a found 518-Inch iron rod being an angle point In the west line of a 23 212+acre tract conveyed to Brian P Catalano, Trustee, recorded in Volume 2219, Page 545. DRDCT, some being In the east line of sold EDS tract, THENCE N 13" 50' 35" E, along the west line of sold Catalano tract and the east line of said EDS tract, a distance of 688 13 feet to a point being the northeast comer of said EDS tract in the existing south right of way line of U S 77, THENCE N 580 11' 36" W, along the north line of sold EDS tract and existing south right of way line of U S 77, a distance of 1427 98 feet to a set 518-Inch iron rod with an aluminum cap for the POINT OF BEGINNING and being a point on the south right of way line of U S 77, (1) THENCE S 46154' 20" E, along the new south right of way line of U S. 77, a distance of 49 72 feet to a set 518-Inch Iron rod with an aluminum cap some being a point on the new west right of way line for Bonnie Brae Road, and being the beginning of a circular curve, In a southwesterly direction, having a radius of 250 49 feet. (2) THENCE southwesterly, along said curve to the left and said new west right of way line for Bonnie Bree Road, through a delta angle of 34" 14' 19", an arc distance of 149 69 feet, and having a chord which bears S 14" 07' 48" W a distance of 147 47 feet to a set PK nail with shiner being near the present center fine of way of Bonnie Brae, (3) THENCE S 020 59' 21" E, crossing said EDS tract, a distance of 109 feet to a set PK nail with shiner, being on the new west right of way line for Bonnie Brae Road, (4) THENCE N 260 04' 07" W, with the west line of said EDS tract, a distance of 28419 feet to the northwest comer of sold EDS tract, (5) THENCE S 580 1V 30" E. with said existing south right of way line of U S 77, a distance of 146 52 feet to point of beginning and containing 0 328 acres of which 0 054 acres reside in the prescriptive right of way of Bonnie Brae Road for a remainder of 0 274 acres of land, more or less SPECIAL WARRANTY DEED Date: November , 1998 Grantor: STATE STREET HANK AND TRUST COMPANY as Trustee for Electronic Data Systems Corporation Retirement Plan Grantee: City of Denton Grantee's Mailing Address (including county) City of Denton 221 North Elm Street Denton, Texas 76201 Denton, County Consideration: TEN DOLLARS AND N0/100 and other good and valuable consideration. Property (including any improvements): All those certain tracts of land being situated in the J.S. Collard Survey, Abstract No. 297, Denton County, Texas and being more particularly described in "EXHIBIT A" & "Exhibit A-l" attached hereto and by this reference being made a part hereof for all purposes. Reservations From and Exceptions to Conveyance and warranty: Easements, rights -of -way, and prescriptive rights, whether of record or not; all presently recorded instruments, other than liens and conveyances, that affect the property. GRANTOR , for the consideration, receipt of which is hereby acknowledged, and subject to the reservations from and exceptions to conveyance and warranty, grants, sells and conveys to Grantee the property, together with all and singular the rights and appurtenances thereto in any wise belonging, to have and to hold it to GRANTEE, GRANTEE'S heirs, executor, administrators, successors or assigns forever. GRANTOR binds GRANTOR and GRANTOR'S heirs, executors, administrators and successors to Deed -1 warrant and forever defend all and singular the property to GRANTEEiand GRANTER'S heirs, executors, administrators, successors and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Grantor, but not otherwise, except as to the reservations from and exceptions to conveyance and warranty. When the context requires, singular nouns and pronouns include the plural. STATE STREET BANK AND TRUST COMPANY AS TRUSTEE FOR THE ELECTRONIC DATA SYSTEMS CORPORATION RETIREMENT PLAN BY: Name: Title: 5400 Legacy Dr. Plano, Texas 75024 ACKNOWLEDGMENT STATE OF TEXAS 9 COUNTY OF DENTON S This instrument was acknowledged before me on this day of , 1998 by I of Electronic Data Systems Corporation Retirement Plan And Trust,a Texas 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. Notary Public, in and for the State of Texas My Commission Expires: Deed-2