HomeMy WebLinkAbout06-29-1993
CITY COUNCIL AGENDA PACKET
JUNE 29t 1993 1
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1
AGENDA ,
Date Il~_ Q... ~L~
CITY OF DENTON CITY COUNCIL
June 29, 1993 ~f
Work Session of the City
29, 1993 at 5:15 p.m. in the Civil Def nsn Room of CitysHa11,J215
E. McKinney, Denton, Texas at which the following items will be
considered:
5:15 p.m.
1. Consider adoption of an ordinance authorizing the City Manager
to execute a contract with the Missouri Pacific Railroad for
the purchase of the Missouri Pacific, Denton Branch, right-of-
way,
2. Present and discuss the 1993-94 Major Budget Issues Report.
3. Miscellaneous matters from the City Manager.
4. New Business
This item provides a a,-tion for Council Members to suggest
items for future agendas,
C E R T I F I C A T E
I certify that the above notice of meeting was posted on the
bulletin board at the City Hall of the City of Penton, Texas, on
the day of
(he _s 1993 at olclock (a.m.)
CITY SECRETARY--`
NOTE: THE CITY OF DENTON CITY COUNCIL CHAMBERS IS ACCESSIBLE IN
ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE
CITY WILL PROVIDE SIGN LANGUAGE INTERPRETERS FOR THE
HEARING IMPAIRED IF REQUESTED AT LEAST 48 HOURS IN
ADVANCE OF THE SCHEDULED MEETING, PLEASE CALL THE CITY
SECRETARY'S OFFICE AT 566-8309 OR USE TELECOMMUNICATIONS
DEVICES FOR THE DEAF (TOD) BY CALLING 1-800-RELAY-TY SO
SHAT A SIGN LANGUAGE INTERPRETER CAN BE SCHEDULED THROUGH
THE CITY SECRETARY'S OFFICE.
ACCO0129
CITY COUNCIL REPORT A~1#~IN9. p
To: Mayor and Members of the City Council Date
FROM: Lloyd V. Harrell, City Manager
DATE: June 22, 1993
SUBJECT: PURCHASE OF MISSOURI PACIFIC RIGHT-OF-WAY FOR A RAILS-TO-
TRAILS PROJECT
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RECOMMENDATION:
That City council approve an ordinance authorizing the City Manager to
execute a contract with Missouri Pacific Railroad for the purchase of
the Missouri Pacific, Denton Branch right-of-way.
SUMMARY:
j The City has successfully negotiated a sales contract for the
acquisition of approximately eight miles of railroad right-of-way under
the terms of the National Trail Systems Act. The purchase will allow
the City of Denton to rail bank the right-of-way and use it as a
pedestrian and bicycle trail.
Exhibit "B" of the contract the Bill of Sale and Deed for the right-of-
way are not yat finalized. The Legal Department is preparing these
documents to have at the June 2S meeting.
BACKGROUND:
Upon learning that Missouri Pacific intended to abandon the railroad
right-of-way, from Lake Dallas to Denton, City staff and the Chamber of
Commerce Transportation Committee obtained a pledge from Missouri
Pacific to negotiate the preservation of the railroad corridor. The
negotiations have been on-going for over three years.
On November 19, 1991, Council was briefed on the Missouri Pacific lease
proposal in Executive Session. At that time several concerns were
raised, all of which have now been settled in the City's favor. The
right-of-way will now be purchased rather than leased. On March 25,
1992, Council approved a resolution authorizing the Mayor to petition
the Interstate Commerce Commission for a Certificate of Interim Trail
Use.
The negotiating period granted by the Interstate Commerce commission to
finalize a trail use agreement expired on October 24, 1992. The City
and Missouri Pacific Railroad petitioned the Interstate Commerce
commission for an extension of the negotiation period and was granted a
July 6, 1993 deadline.
On June 15, 1993, Council was briefed on the contents of the contract
with Missouri Pacific and directed staff to proceed with finalizing the
contract.
Issuance of an interim use certificate is predicated on the successful
transfer of the property to the City of Denton.
PROGRAMS. DEPARTMENTS OR GROUPS AFFECTED:
Parks and Recreation will have responsibility for maintenance of the
right-of-way and development of a tenil once funds have been
AJJ0074C.WP5
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Purchase of Missouri Pacific Right-of-Way flA
June 22, 1993 AN
Page 2 a<3 D <5
identified. Neighbors improving the Community Environment (NICE) has
expressed support for the project because it will relieve
Southeast Denton of a currently blighted area. The Denton Area Mountain
Bike Club has also expressed an interest in assisting with the project.
FISCAL IMPACT:
The negotiated purchase price is $5,000, in addition to an annual use
fee of $1,000, payable in arrears, for the first five years of the
agreement. Contractual mowing costs are estimated at $13,500 annually
which would provide for approximately seven mowings of the right-of-way.
Two months of mowing would be required by the CSty this fiscal year
after closing on the property occurs. In addition, post and cable
barricades and warning signs would need to be placed at trestles and
street crossings. Total dollars needed for the two months of mowing and
post and cable would be $11,100. The funds for the purchase of the
right-of-way, annual use fee, mowing, and post and cable which total
$17,100 could be made available from the City Managers Contingency
Fund.
Revenue will be derived from the operating licenses and agreements
pertaining to the use of the right-of-way. The estimated annual revenue
is $5,290. This amount will cover some of the associated maintenance
expenses. Total value of the eight miles of right-of-way is estimated
at $200210000.
Development of the trails project wc,uld include spreading and compacting
of 5" of chat rock, restoring seven trestles, and signage. Funding for
the development would be solicited from the Intermodal Surface
Transportation and Efficiency Act and/or the City of Denton Capital
Improvement Program.
RESPEC FULLY SUBMITTED:
I
Llo d V. Harrell
City Manager
Prepared by:
Rich Clugas
Director of Parks and Recreation
Approved by:
B y McKe~~`
Executive Prector for "
Municipal Services/Economic Development
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ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY
MANAGER TO ACT ON THE CITY'S BEHALF IN EXECUTING THE ATTACHED LINE
SALE AGREEMENT WITH MISSOURI PACIFIC RAILROAD COMPANY FOR THE PUR-
CHASE OF A RAIL CORRIDOR, MORE PARTICULARLY DESCRIBED IN EXHIBIT A
TO THE ATTACHED LINE SALE CONTRACT; AUTHORIZING THE CITY MANAGER TO
ACCEPT AT CLOSING THE BILL OF SALE AND QUITCLAIM DEED ATTACHED AS
EXHIBIT B TO THE ATTACHED LINE SALE AGREEMENT) AUTHORIZING THE
EXPENDITURE OF FUNDS FOR THE PURCHASE OF THE RAIL CORRIDOR; AND
DECLARING AN EFFECTIVE DATE.
WHEREAS, the City of Denton has been presented with the oppor-
tunity to acquire almost eight miles of rail corridor to be aban-
doned by Missouri Pacific Railroad company, for the purpose of
maintaining a trail for non-motorized traffic; and
WHEREAS, acquisition of this rail corridor will provide citi-
zens and tourists of the City of Denton with an uncommon recrea-
tional facility, being only the third such rail-to-trail conversion
in the State of Texas; NOW THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I. That the City Manager is hereby authorized to act
on the CityRs behalf in executing the attached Line Sale Contract
with Missouri Pacific Railroad Company for the purchase of a rail
corridor, more particularly described in Exhibit A to the attached
Line Sale Contract.
SECTION II. That the City Manager is hereby authorized to
accept at closing the bill of sale and quitclaim deed attached as
Exhibit B to the attached Line Sale Contract.
SECTION III. That the expenditure of funds as provided in the
Contract is hereby authorized.
SECTION IV. That this ordinance shall become effective immedi-
ately upon its passage and approval.
PASSED AND APPROVED this the day of 1993.
BOB CASTLEBERRY, MAYOR
AGende No
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ATTEST:
JENNIFER WALTERSO CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
DEBRA A. DRAYOVITCHF CITY ATTORNEY
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AgendaNo(
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Drafted June 25, 1993
LINE SALE CONTRACT
THIS AGREEMENT, dated this day of , 1993,
between MISSOURI PACIFIC RAILROAD COMPANY, a Delaware Corporation
("MP") and THE CITY OF DENTON, TEXAS, a Texas Municipality ("City
of Denton").
WITNESSETH:
A. Subject to Icc issuance of a Certificate of
Interim Trail Use ("CITU"), MP desires to sell its Denton
Branch between Milepost 721.53 at Denton, Texas, and
Milepost 729.5 at Coors, Texas, hereinafter the "Line" to
the City of Denton, and the City of Denton desires to
purchase the Line as more particularly described in
exhibit A.
B. The above-described sale specifically excludes
all of the rail, ties, switches, other track material and
related appurtenances located along the Line with the
exception of ballast and bridges located along the Line
which MP intends to include as part of the sale. The
land underlying the Line ("Realty") is to be included as
part of the sale pursuant to Section s(d) of the National
Trails System Act (16 U.S.C. 91247(d)).
NOW, THEREFORE, for and in consideration of the mutual
promises and other consideration herein set forth, the parties
agree as follows:
SECTION 1. ICC EXEMPTION.
MP agrees to the issuance of a CITU. The City of Denton shall
make the necessary request to the Interstate Commerce Commission
for issuance of a CITU.
SECTION 2. CONDITIONS PRECEDENT, C SING AND TRANSFER.
The transaction described herein shall be consummated on a
date mutually agreeable to the parties (the "Closing"), but in no
event more than sixty (60) days following the issuance of the
above-referenced CITU by the Interstate Commerce Commission, at a
location mutually acceptable to the parties.
At Closing, MP shall deliver a Bill of Sale in the form
attached hereto and marked Exhibit "B+", selling to the City of
Denton the Line in a "WHERE IS, AS IS" condition, without any
warranty of any kind whatsoever as to quality, merchantability, or
salability. MP shall, however, cooperate with the City of Denton
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in the defense or prosecution of litigation relating to the title
to such personal property remaining on the Line or any portion
thereof.
SECTION 3.
The term of this Agreement shall be thirty (30) years
beginning at Closing, PROVIDED, HOWEVER, that MP may, at its
option, terminate this Agreement in accordance with the provisions
of Section 6.
SECTION 4. 0yyLXANCE.
The Line and Realty shall be conveyed and quitclaimed to the
City of Denton by MP without warranty of title or quiet enjoyment
and subject to all outstanding and superior rights reserving to MP
(1) all coal, oil gas, casing head gas, and minerals of every
nature and character whatsoever, like or unlike, known or unknown,
underlying the Line and Realty, and (2) all property owned by it
and managed by Missouri Improvement Company, Union Pacific Realty,
or upland Industries Corporations PROVIDED that if the mining
exploration or related activities or operations by MP or its
successors or assigns results in cost or expense to the City of
Denton, such cost and expense shall be paid to the City of Denton
within fifteen (15) days of the receipt of the mineral interest
owner(s) of a notice of the cost or expensesi and PROVIDED FURTHER
that in the event that such mining operations unreasonably
interfere with the City of Denton's use of the Line, MV or its
successors and assigns shall bear all reasonable costs that may be
incurred by the City of Denton in order to facilitate MP's
activities.
SECTION 5. PAYMENT FOR THE LINE BY TH rITY OF DENTON.
At Closing, the City of Denton shall deliver to MP a certified
or cashier's chece payable to Missouri Pacific Railroad Company in
the amount of FIVE THOUSAND and N01100 DOLLARS ($5,000.00). In
addition, the city of Denton will pay MP an annual use fee of ONE
THOUSAND AND NO/100 DOLLARS (1,000.00), payable in arrears on each
anniversary date of this Agreement for the first five (5) years
following the effective date of this Agreement.
SECTION 6. COMPLIANCE WITH U S C C 1247fd1.
This Agreement and any subsequent conveyance are to be made
pursuant to Section 8(d) of the National Trails System Act, 16
U.S.C. ; 1247 (d). in the event reactivation of rail service upon
the Line is necessary, the City of Denton agree- to transfer the
Line to MP or other acquiring entity for a sum not to exceed the
total of the purchase price of the Line as paid by the City of
Denton, plus the total accumulated usage fees paid by the City of
Denton to MP up to the date the Line is repurchased by MP. MP may
PAGE 2
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exercise its option to repurchase the Line from the city of Denton
of inty time
ante t tog repurchase ninety the9 Line days
to the City written of Denton.
As a conditIOA of this sale by MP, the City of Denton agrees
that, except fol.
ed ructa
liuton, horima zintedenance and repairs of the
rtl%e uctconsta public use of the trail
,
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trail to be co at shall be solely by non-motorized means.
SECTION 7, gEIMBURSEMENT FOR TRBIL D.vFrna
F MENT EXP.N.4rc,
In the event MP elects to exercise its option to repurchase
` the Line pursuant to the provisions of Section 6 above, MP, for a
period not to exceed ten (10) years from closing, agrees to rein-
bursa the City of Denton for reasonable trail development expenses
incurred by the City of Denton, up to a maximum of ONE HUNDRED
TWENTY-FIVE THOUSAND and N01100 DOLLARS ($125,000.00),
i
SECTION 8. TRACK R MOVA
As soon after the final approval of abandonment as practical,
MP will, at its sole expense, remove the rail, cross ties, and
other personal property on the Line. All bridges and all ballast
currently on the Line will remain in place. During the track
remuval process, MP will assume full responsibility for the proper
disposal of track, ties and other track material removed from the
' Line and will dispose of any material removed from the Line in
accordance with existing environmental regulations.
SECTION 9, TRAIL CONSTRUCTinr~ ND OP i3A=.
The City of Denton will be solely responsible for the costs
incurred to convert the Line to a public trail, and will complete
the conversion in a timely manner following closing. The City of
Denton will also be responsible for all costs associated with
operating and maintaining the trail including, but not limited to,
security and weed control, except for track removal as specified in
Section 8 and restoring the trail as provided in Section 10.
SECTION 10. COAL SLltupy pIPELiNES ND FIBER OP=-
Present and future operating agreements covering the operation
of coal slurry pipelines or fiber optics located along the Line are
specifically excluded from thin Agreement. MP reserves the right
to locate any fiber optic facilities on the Line. Revenues from
any such use of the Line shall accrue solely to MP. In the event
MP exercises its right to locate fiber optic facilities on the
Line, MP must provide the city of Denton thirty (30) days written
notice prior to undertaking any such location, and, PROVIDED FUR-
THER, that in the event that such fiber optic facilities unreason-
ably interfere with the City of Denton's ability to operate the
Line as a public trail, MP or its successors or assigns shall bear
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all reasonable costa associated with restoring the Line to use as
a public trail. Nothing specifically contained in this Agreement
shall authorize MP or any third party to extend these fiber optic
facilities or coal slurry pipelines from their present locations
into any other area within the city limits of the city of Denton,
nor shall this Agreement authorize MP or any third party to sell,
or offer for sale, within the city limits of the City of Denton any
goods or services tr,:,nspvrted over such fiber optics facilities or
- coal slurry pipelines This provision shall not prohibit MP or any
third party from obtaining the authority necessary to extend these
fiber optic facilities or coal slurry pipelines or to sell goods or
services transported over such fiber optic facilities or coal
slurry pipelines within the city limits of the City of Denton.
I
SECTION 11. ASSIGNMENT OF OPERATING AGRFFMENTS,
Within sixty (60) days of Closing, MP will deliver to the City
of Denton a list of operating agreements along the right-of-way of
the Line and will execute a General Assignment assigning MP's
rights and obligations under these operating agreements to the City
of Denton. All income collected from these agreements after
Closing will accrue to the City of Denton. All income collected
from additional operating agreements taking effect after Closing
will accrue to the City of Denton.
SECTION 12. INDEMNITY FOR EtfVrRONM£NTAL PROBLEMS.
To the extent allowed by law, the city of Denton agrees to
indemnify MP, its officers, its affiliates and their officers, and
MP's agents and employees, against and from any and all liability,
loss, damage, claims, demands, costs and expenses, of whatsoever
nature, including court costs and attorney's fees, for which the
City of Denton may be held liable or responsible under State and
Federal environmental laws, and which are associated in whole or in
part with the line and realty conveyed by MP to the City of Denton,
except for damages resulting from releases made by MP, ±ts succes-
sors or assigns, or entities with whom MP had a contractual rela-
tionship.
To the extent allowed by law, MP agrees to indemnify and hold
harmless the City of Denton, its officers, its affiliates and their
officers, and the City of Denton's agents and employees, against
and from any and all liability, loess, damage, claims, demands,
costs and expenses, of whatsoever nature, including court costs and
attorney's fees, for which MP, or any third party which has or had
a contractual relationship with MP, may be held liable or responsi-
ble under state and Federal environmental laws, and which are
associated in whole or in part with the line and realty conveyed by
MP to the City of Denton.
PAGE 4
Agenda/iiem„~
SECTION 13. INDEMNIFICATION OTHER THAN FOR ENVIRONMENTAL
PROBLEMS.
To the extent allowed by law, the City of Denton agrees to
indemnify and hold harmless MP, its officers, its affiliates and
their officers, and MP's agents and employees, against and from any
and all liability, loss, damage, claims, demands, costs and expen-
ses, of whatsoever nature, including court costs and attorney's
fees, for which the City of Denton may be held legally liable, and
which are associated in whole or in part with the line and realty
conveyed by MP to the City of Denton.
To the extent allowed by law, MP agrees to indemnify and hold
harmless the City of Denton, its officers, its affiliates and their
officers, and the City of Denton's agents and employees, against
and from any and all liability, loss, damage, claims, demands,
casts and expenses, of whatsoever nature, including court costs and
f attorney's fees, for which MP may be held legally liable, and which
are associated in whole or in part with the line and realty con-
veyed by MP to the City of Denton.
SECTION 14. TAXES.
A. The City of Denton shall be responsible for all taxes and
assessments, general and special or otherwise, which may be levied,
assessed, or imposed upon the Line by any taxing jurisdiction.
B. Subject to the reclassification of the Line to recreational
trail use, real property ad valorem taxes, and special assessments,
if any, shall be prorated between MP and the City of Denton as of
Closing. The City of Denton shall be responsible for paying any
and all such taxes, fees or assessments accruing after Closing and
MP shall pay or reimburse the City of Denton for the portion there-
of, if any, accrued during or based on the time prior to Closings
PROVIDED, HOWEVER, for the year 1993, the City of Denton shall only
be responsible for the portion of ad valorem taxes on the Line
determined by the taxing authority to be due on the Line as a
result of the City of Denton's use of the Line as a n+iblic trail.
SECTION 15. MISCELLANEOUS PROVISIONS
A. Amendment. No modification, addition, or amendments to
this Agreement or of the Appendices shall be effective unless and
until such modification, addition or amendment is in writing and
signed by the parties.
B. Assignment. This Agreement shall be binding upon and inure
to the benefit of the successors avid assigns of each party. Any
assignments of this Agreement in whole or in part shall only be
effective with the written consent of MP. MP may exercise its
option to assign this Agreement in whole or in part upon giving
PAGE 5
Agenda No
AgeirallenOi_L-7
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ninety (90) days prior written notification of its intent to assign
this Agreement to the City of Denton.
by and~con t ued in ccordaan eWith the laws of thehStateeofo?Axas,j
and, where applicable, the laws of the United States of America.
Venue for its enforcement shall lie in Denton County, Texas, unless
mandatory elsewhere, or in the United States District Court sitting
in the district and division serving Denton County, Texas.
r ~
D. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original
and all of which together shall be deemed to be one and the same
instrument.
E. Survival of Representations and warranties. All represen-
tations and warranties made in this Agreement shall survive
Closing.
oNotices. Any and all notices or other communications
required permitted by this Agreement or by law shall be deemed
duly served upon the City of Denton when personally delivered to
the City Manager of the City of Denton, Texas, or in lieu of such
personal service, when the notices are deposited in the United
States mail, Certified Return Receipt Requested, addressed to the
City Manager of the City of Denton, Texas. Any notice to MP shall
be served in the same manner and forwarded to the attention of its
Vice President-Law, 1416 Dodge Street, Omaha, Nebraska 68179.
G. ftyerabilit,Y, If any term or provision of this Agreement
is invalid, illegal, or unenforceable under present or future laws,
then in that event it is the intention of the parties hereto that
the remainder of the Agreement shall not be affected thereby and
shall be valid and shall be enforced to the fullest extent
permitted by law.
H. Enforcement. To the extent permitted by law, the City of
Denton hereby expressly grants permission to MP to sue the City of
Denton for the limited purpose of enforcing the terms of this Line
Sale Contract, in the event it becomes necessary to do so.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in counterpart originals on the date first
herein written.
ATTEST., MISSOURI PACIFIC RAILROAD
COMPANY ("MP")
By.
Title,
PAGE 6
agenda No
11 otL6 I
ATTEST: THE CITY OF 'D TON, TEXAS
JENNIFER WALTERS, CITY SECRETARY ("CITY OF DENTON") I
By: By:
Title: I
II
APPROVED AS TO LEGAL FORM:
DEBRA A. DRAYOVITCH, CITY ATTORNEY j
ATTORNEY FOR THE CITY OF DENTON, TEXAS
BY:
APPROVED AS TO LEGAL FORM:
WESLEY S. CODDOU
ATTORNEY FOR MISSOURI PACIFIC
RAILROAD COMPANY
BY:
PAGE 7
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_ Agenda No
Agentla~te
Cl I
EXH~I B
BILL 3F SALE
MISSOURI PACIFIC RAILROAD COMPANY, a Delaware corporation
("Seller") for in consideration of one Dollar ($1.00) and other
valuable consideration does hereby sell, transfer and deliver unto
THE CITY OF DENTON, TEXAS, a Texas Municipality ("Buyer"), its suc-
cessors and assigns, the following described property, to wit:
All ballast and bridges located along Sellerts Denton
r Branch between Milepost 721.53 at Denton, Texas, and
Milepost 729.5 at Coors, Texas.
This Bill of Sale is SUBJECT to:
I
1. All of the terms and conditions contained in that certain
Line Sale Contract between Seller and Buyer dated
, 1993.
2. The terms and conditions contained in the Order from the
Interstate Commerce Commission in Docket No. AB-3 (Sub-No.
99X), that was decided April 15, 1992, and served April 27,
1992, that authorized the Seller to discontinue operation
over the line of railroad described above. As part of the
aforesaid authorization served by the Commission, the Com-
mission imposed a rail-bank interim trail use condition
pursuant to Section 8(d) of the National Trails System Art,
16 U.S.C. S 1247(d).
SELLER, BY THIS INSTRUMENT, MAKES NO WARRANTY OF ANY KIND WHAT-
SOEVER AS TO QUALITY, MERCHANTABILITY, OR SALABILITYf IT BEING
UNDERSTOOD THAT THE BUYER IS ACQUIRING THE ABOVE PROPERTY IN A
"k'HERE IS AND AS IS" CONDITION.
IN WITNESS WHEREOF, the Seller has duly executed this Bill of
Sale as of the _ day of , 1993.
Witness: MISSOURI PACIFIC RAILROAD COMPANY,
By.,
Title.,
Agenda No `
Agenda!fem
r
STATE OF TEXAS } ,r] [ 1 ~5
s s LJ L1111~ U L~
COUNTY OF DENTON )
7
QUITCLAIM DEED
MISSOURI PACIFIC RAILROAD COMPANY, a Delaware corporation,
Grantor, in consideration of the sum of One Dollar ($1.00) and
other valuable consideration, to it duly paid, the receipt whereof
is hereby acknowledged, does hereby REMISE, RELEASE and forever
QUITCLAIM unto THE CITY OF DENTON, TEXAS, a Texas Municipality,
Grantee, and unto ite successors and assigns forever, all of Gran-
tor's right, title, interest, estate, claim and demand, both at law
and in equity, of, in and to the real estate underlying the Gran-
tor's Denton Branch between Milepost 721.53 at Denton, Texas, and
Milepost 729.5 at Coors, Texas, as such property (the "Realty") is
located in Denton County, Texas, and as more particularly described
in Exhibit A, hereto attached and hereby made a part hereuf.
RESERVING, unto the Grantor, its successors and assigns, an
EASEMENT on, along, across and under the Realty for the construc-
tion, maintenance and operation of existing or future coal slurry
pipelines or fiber optic facilities, together with the right of
ingress and egress thereto, for the maintenance, operation, repair,
renewal, reconstruction, and, if necessary, removal of such
facilities located on the Realty,
RESERVING ALSO unto Grantor, its successors and assigns, -or-
ever, all minerals and all mineral rights of every kind and charac-
ter now known to exist or hereafter discovered underlying the
Realty, including without limiting the generality of the foregoing,
oil and gas rights thereto, together with the sole, exclusive and
succes-
sors and assigns, but without entering upon or s using the surface of
the Realty, and in such manner as not to damage the surface of the
Realty, or to interfere with the use thereof by the Grantee, its
successors and assignst PROVIDED, however, that if mining explora-
tion or related activities or operations by the Grantor, or its
successors or assigns, result in cost or expenses to the Grantee in
connection with Grantee's ownership of the Realty, such cost and
expense shall be paid to Grantee within fifteen days of the receipt
of the mineral interest owner(s) of a notice of the cost or ex-
pense; and PROVIDED, further, that in the event that such mining
operations unreasonably interfere with Grantee's use of the Realty,
the Grantor, or its successors and assigns, shall bear all reason- '
able costs that may be incurred by Grantee in order to facilitate
Grantor's activities.
This Deed is made SUBJECT TO:
1. All of the terms and conditions contained in that certain
Line sale contract between Grantor and Grantee dated
r, 1993.
4jendaNo J.
Agenda tem~f~l
Date 1L 2 C .
2. The condition that all taxes and all assessments levied
upon or assessed against the Realty for any period or time
prior to and including the date of this deed shall be paid
by the Grantor; that all taxes and all assessments levied
upon or assessed against the Realty for any period or time
after the date of this deed shall be payable by the
Grantee; and that the Grantee assumes and agrees to pay, or
to reimburse the Grantor for, if paid by it, all such taxes
and assessments for the period of time after the date of
this deed.
3. The terms and conditions contained in the Oruer from the
interstate Commerce commission in docket No. AB-3 (Sub-No.
99X), that was decided April 15, 1992, and served April 27,
1992, that authorized the Grantor to discontinue operation
over the line of railroad described above. As part of the
aforesaid authorization served by the commission, the Com-
mission imposed a rail-bank interim trail 1-.=e condition
pursuant to Section 6(d) of the National Trai.,. System Act,
16 U.S.C. § 1247(d).
4. All other conditions, restrictions, covenants, reserva-
tions, easements, superior rights and encumbrances af-
fecting the Realty, whether recorded or unrecorded.
5. To the extent allowed by law, GRANTOR agrees to indemnify
and hold harmless GRANTEE, its officers, its affiliates and
their officers, and GRANTEE's agents and employees, against
and from any and all liability, loss, damage, claims,
demands, costs and expenses, of whatsoever nature,
including court costs and attorney's fees, for which
GRANTOR, or any third party which has or had a contractual
relationship with GRANTOR, may be held liable or responsi-
ble under State and Federal environmental laws, and which
are associated in whole or in part with the line and realty
conveyed by GRANTOR to GRANTEE. The above indemnification
is made by and between GRANTOR and GRANTEE, and shall not
be construed to inure to the benefit of any third party or
subsequent purchasers, assignees, lessees, nor shall it run
with the land.
Ag~ndak
Agandallerr 1
Dale4~>r
THIS QUITCLAIM IS MADE ON AN "AS IS, WHERE IS11 BASIS WITHOUT
ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR NATURE WHATSOEVER,
EXPRESS OR IMPLIED, CONCERNING THE CONDITION OF THE REALTY, EXCEPT
AS OTHERWISE STATED IN THE LINE SALE CONTRACT BETWEEN GRANTOR AND
GRANTEE, DATED , 1993, AND GRANTEE HEREBY SPECIFI-
CALLY WAIVES ANY IMPLIED WARRANTIES PROVIDED FOR BY TEXAS LAW (IF
ANY), INCLUDING ANY AND ALL WARRANTIES REGARDING FITNESS FOR ANY
PARTICULAR USE OR PURPOSE WHATSOEVER.
IN WITNESS WHEREOF, the Grantor has caused this Deed to be duly
executed as of the day of
i , 1993.
I Attest: MISSOURI PACIFIC RAILROAD COMPANY,
Ass stant Secretary '
By
Execut ve Ass skant to
Executive Vice President-
Operation
f %I
1 {
i
~gendaNa c~
Agvdalleml~ I
Date
C w DGEMENT
STATE OF NEBRASKA )
COUNTY OF DOUGLAS ) ss
The foregoing instrument was acknowledged on this day of
1993, before me, a Notary Public duly commissioned,
qualified and acting, within and for the said county and State, by
R. B. Schoultz and
to me personally
known, who stated that they were the Executive Assistant to
Executive Vice President-operation and Assistant Secretary,
respectively, of Missouri Pacific Railroad Company, a Delaware
corporation, and were duly authorized in their respective
capacities to execute the foregoing instrument for and in the name
and behalf of said corporation, and further stated and acknowledged
that they had so signed, executed and delivered said foregoing
instrument for the consideration, uses and purposes therein
mentioned and set forth.
Notary Publ c
My commission expirest
Agenda
Agencallem_!l _
Date MISSOURI PACIFIC RAILROAD COMPANY
Denton County, Texas
EXHIBIT "A"
To
U V
Quitclaim Deed
Missouri Pacific Railroad Company
City of Denton, Texas (Grantor)
(Grantee)
All right, title and interest in and to the right of way,
ballast and bridges of the abandoned portion of the Denton Branch
of the Missouri Pacific Railroad Company in Denton County, Texas,
as said line extends in a southeasterly direction from a line
angleseandiradially,.fr me he centerline of the main track a of right
railroad's Whitesboro subdivision, as presently constructed and
operated, to a point 718.70 feet southerly of the north line of H.
H. Swisher Survey, as measured along the centerline of said aban-
doned line, said point being at engineering station 1509+56.30 in,
over and across the following legal subdivisions:
Railroad Addition to the City of Denton (H. SiFCO - H.R.)
Jasper Addition to the City of Denton (H. Sisco - H.R.)
Moores Addition to the City of Denton (H. Sisco - H.R.)
Alex Robertson Addition to the City of Denton (A. Hill - H.R.)
S. C. Hiram - H.R.
W. R. Teagus - H.R.
Mary L. Austin - H.R.
Section 52 - N.E. & P.R.R. Co.
J. S. Taft - H.R.
Joseph White - H.R.
Section 46 - M.E. & P.R.R. Co.
D. Lambert - H.R.
~J M.E.P. & P.R.R. Co. - H.R.
Gideon Walter - H.R.
S. H. Morgan - H.R.
L. H. Bates - H.R.
J. P. Walton - H.R.
H. Garrison - H.R.
T. W. Jenkins - H.R.
Thos. White Sr. - H.R.
Thos. White Survey
H. H. Swisher Survey
SiscExce
- lying pH iRng theref outside lines parcels of land situate in H.
distant on each side of the centerline of said i abandoned track.
Also, excepting therefrom those certain parcels of land as
heretofore acquired by Dallas & Wichita Railroad company (predeces-
sor to Missouri Pacific Railroad Company) from W. V. Pockrus and
wife and E. A. Garrison and wife by warranty deeds dated August 23,
1890, recorded August 26, 1890 in Book 44 at Pages 327 and 330,
respectively, in the records of Denton County, Texas.
r
Agenda No,. ~1..-
AgeT ited:t4-- -
Date ~ _
ACKNOWLEDGEMENT
STATE OF NEBRASKA
) ss
COUNTY OF DOUGLAS )
The foregoing instrument was acknowledged on this day of
--j 19930 before me, a Notary Public duly commissioned,
r
k
qualified and acting, within and for the said County and State, by
and , to ne
personally known, who stated that they were the
and Assistant Secretary, respectively, of
Missouri Pacific Railroad Company, a Delaware corporation, and were
duly authorized in their respective capacities to execute the
foregoing instrument for and in the name and behalf of said
corporation, and further stated and acknowledged that they had so
signed, executed and delivered said foregoing instrument for the
consideration, uses and purposes therein mentioned and set forth.
Notary Public
My commission expires:
It %WPWI W.41 PAC
1
HANDOUT TO COUNCIL - 6-29-93
OFFICE OF THE CITY ATTORNEY
MEMORANDUM
TO: Honorable Mayor and Members of the City Council
FROM: Jerry E. Drake, Jr., Assistant City Attorney
SUBJECT: Correction to Quitclaim Deed, Purchase of Rail Corridor
DATE: June 29, 1993
i
Due to an error caused by retyping a facsimile copy of the deed
under tight time constraints, a line was left out of our previous
draft of tho quitclaim deed for Vie Missouri Pacific rail corridor
purchase. According to this prior draft, in the sixth line of the
third paragraph of the first page, Missouri Pacific reserved the
. sole, exclusive and perpetual right to explore for, remove
and dispose of said successors and assigns. . . .01 Also changed is
the last sentence of item 5 on the second page of the deed. This
amendment does not alter the intent of the provision, but it does
use language more acceptable to Missouri Pacific's attorney.
Tha property description to the deed (Exhibit A) was also reprinted
to correct four misspellings and clarify the legal description in
conformity with feedback we received from Roger Wilkinson, our
Right-of-Way agent. The amendment also incorporates abstract
numbers to facilitate future research.
By virtue of these last minite changes all provisions of this con-
tract should be agreeable to all parties.
Respectfully Submitted,
f.arry E. Drake Jr.
JEDJr.:js
Attachment `
pc: Lloyd V. Harrell, City Manager
Wes Parker, Missouri Pacific Railroad Company
Rich Dlugas, Director of Parks and Recreation
1
10rdicatcd to Quality Scrvke'
Honorable Mayor and Members of the City Council
June 29, 1993
Page 2
APPROf)n
/ L
Deb Dr
a o tch
i
i
I
i
v
I
EXHIBIT B
GILL OF SALE
MISSOURI PACIFIC RAILROAD COMPANY, a Delaware corporation
("Seller,i) for in consideration of One Dollar ($1.00) and other
valuable consideration does hereby sell, transfer and deliver unto
THE CITY OF DENTON$ TEXAS, a Texas municipality ("Buyer"), its suc-
cessors and assigns, the following described property, to wit:
All ballast and bridges located along Seller's Denton
Branch between Milepost 721.53 at Denton, Texas, and
Milepost 729,5 at Coors, Texas.
This Bill of Sale is SOJECT to.
1. All of the terms ani conditions contained in that certain
Line Sale Contract between seller and Buyer dated
, 1993.
2. The terms and conditions contained in the Order from the
Interstate Commerce Commission in Docket No. AB-3 (Sub-No.
99X), that was decided April 15, 1992, and served April 27,
1992, that authorized the Seller to discontinue operation
over the line of railroad described above. As part of the
aforesaid authorization served by the Commission, the Com-
mission imposed s rail-bank interim trail use condition
pursuant to Section 8(d) of the National Trails System Act,
16 U.S.C, S 1247(d).
SELLER, BY THIS INSTRUMENT, WES NO WARRANTY OF ANY KIND WHAT-
SOEVER AS TO QUALITY, MERCHANTABILITY, OR SALABILITY; IT BEING
UNDERSTOOD THAT THE BUYER IS ACQUIRING THE ABOVE PROPERTY IN A
"WHER$ IS AND AS IS" CONDITION.
IN WITNESS WHEREOF, the Seller has duly executed this Bill of
Sale as of the day of , 1993.
Witness., MISSOURI PACIFIC RAILROAD COMPANY,
By:
Title:
EXHIBIT B - PAGE 1
STATE OF TEXAS )
ss
COUINTY OF DENTON )
92ITCLAIM DEED
MISSOURI PACIFIC RAILROAD COMPANY, a Delaware corporation,
Grantor, in consideration of the sum of One Dollar ($1.00) and
other valuable consideration, to it duly paid, the receipt whereof
is hereby acknowledged, doer hereby REMISE, RELEASE and forever
QUITCLAIM unto THE CITY OF LENTON, TEXAS, a Texas Municipality,
Grantee, and unto its successors and assigns forever, all of Gran-
tor~s right, title, interest, estate, claim and demand, both at law
and~in equity, of, in and to the real estate underlying the Gran-
for s Denton Branch between Milepost 721.53 at Denton, Texas, and
Milepost 729.5 at Coors, Texas, as such property (the "Realty") is
located in Denton County, Texas, and as more particularly described
in Exhibit A, hereto attached and hereby made a part hereof.
RESERVING, unto the Grantor, its successors and assigns, an
EASEMENT on, along, across and under the Realty for the construc-
tion, maintenance and operation of existing or future coal slurry
pipelines or fiber optic facilities, together with the right of
ingress and egress thereto, for the maintenance, operation, repair,
renewal, reconstruction, and, if necessary, removal of such
facilities located on the Realty.
RESERVING ALSO unto Grantor, its successors and assigns, for-
ever, all minerals and all mineral rights of every kind and charac-
ter now known to exist or hereafter discovered underlying the
Realty, including without limiting the generality of the foregoing,
oil and gas rights thereto, together with the sole, exclusive and
perpetual right to explore for, remove and dispose of said minerals
by any means or methods suitable to the Grantor, its successors and
assigns, but without entering upon or using the surface of the
Realty, and in such manner as not to damage the surface of the
Realty, or to interfere with the use thereof by the Grantee, its
successors and assigns; PROVIDED, howover, that if mining explora-
tion or related activities or operations by the Grantor, or its
successors or assigns, result in cost or expenses to the Grantee in
connection with Grantee's ownership of the Realty, such cost and
expense shall be paid to Grantee within fifteen days of the receipt
of the mineral interest owner(s) of a notice of the cost or ex-
pense; and PROVIDED, further, that in the event that such mining ,
operations unreasonably interfere with Grantee's use of the Realty,
the Grantor, or its successors and assigns, shall bear all reason-
able costs that may be incurred by Grantee in order to facilitate
Grantor's activities.
EXHIBIT B - PAGE 2
i
i
This Deed is made SUBJECT TO:
1. All of the terms and conditions contained in that certain
Line Sale contract between Grantor and Grantee dated
, 1993.
2. The condition that all taxes anu all assessments levied
upon or assessed against the Realty for any period or time
prior to and including the date of this deed shall be paid
- by the Grantor; that all taxes and all assessments levied
upon or assessed against the Realty for any period or time
after the date of this deed shall be payable by the
Grantee; and that the Grantee assumes and agrees to pay, or
to reimburse the Grantor for if paid by it, all such taxes
and assessments for the period of time after the date of
this deed.
3. The terms and conditions contained in the Order from the
Interstate Commerce Commission in Docket No. AB-3 (Sub-No.
99X), that was decided April 15, 1992, and served April 27,
19920 that authorized the Grantor to discontinue operation
over the line of railroad described above. As part of the
aforesaid authorization served by the Commission, the Com-
mission imposed a rail-bank interim trail use condition
pursuant to Section 8(d) of the National Trails System Act,
16 U.S.C. S 1247(d).
4. All other conditions, restrictions, covenants, reserva-
tions, easements, superior rights and encumbrances af-
fecting the Realty, whether recorded or unrecorded.
To the extent allowed by law, GRANTOR agrees to indemnify
and hold harmless GRANTEE, its officers, its affiliates and
their officers, and GRANTEE's agents and employees, against
and f.ro:n any and all liability, loss, damage, claims,
demands, costs and expenses, of whatsoever nature, includ-
ing court costs and attorney's fees, for which GRANTOR, or
+any third party which has or had a contractual relationship
with GRANTOR, may be held liable or responsible under State
aiV, Federal environmental laws, and which are associated in
whale ,);c in part with the line and realty conveyed by
GRANTOR to GRANTEE. The above indemnification is enforce-
E,blm between GRANTOR and GRI.NTEE only, and shall not inure
tc, the benefit of any third party, including without '
limitation, subsequent purchasers, assignees, or lessees,
„lid ehall not run with the land.
EXHIBIT B - PAGE 3
THIS QUITCLAIM IS MADE ON AN "AS IS, WHERE IS" BASIS WITHOUT
ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR NATURE WHATSOEVER,
EXPRESS OR IMPLIED, CONCERNING THE CONDITION OF THE REALTY, EXCEPT
AS OTHERWISE STATED IN THE LINE SALE CONTRACT BETWEEN GRANTOR AND
GRANTEE, DATED 1993, AND GRANTEE HEREBY SPECIFI-
CALLY WAIVES ANY IMPLIED WARrN.NTIES PROVIDED FOR BY TEXAS LAW (IF
ANY), INCLUDING ANY AND ALL WARRANTIES REGARDING FITNESS FOR ANY
PARTICULAR USE OR PURPOSE WHATSOEVER.
IN WITNESS WHEREOF, the Grantor has caused this Deed to be duly
executed as of the day of , 1993.
k
Attest: MISSOURI PACIFIC RAILROAD COMPANY,
By.
Assistant Secretary ey Executive Assistant to
Executive Vice President-
Operation
k
1
I
EXHIBIT B - PAGE 4
1
y
ACKNOWLEDGEMENT
STATE OF NEBRASKA )
) ss
COUNTY OF DOUGLAS )
The foregoing instrument was acknowledged on this day of
19930 before me, a Notary Public duly commissioned,
qualified and acting, within and for the said County and State, by
i
R. B. Schoultz and to me personally
known, who stated that they were the Executive Assistant to
Executive Vice President-Operation and Assistant Secretary,
respectively, of Missouri Pacific Railroad Company, a Delaware
corporation, and were duly authorized in their respective capaci-
ties to execute the foregoing instrument for and in the name and
behalf of said corporation, and further stated and acknowledged
that they had so signed, executed and delivered said foregoing
instrument for the consideration, uses any? purposes therein
mentioned and set forth.
'I
Notary Public
My commission expiresi
EXHIBIT B PAGE 5
I
MISSOURI PACIFIC RAILROAD COMPANY
Denton County, Texas
EXHIBIT "A"
To
Quitclaim Deed
i
Missouri Pacific Railroad Company (Grantor)
City of Denton, Texas (Grantee)
All right, title and interest in and to the right of way, ballast and
bridges of the abandoned portion of the Denton Branch of the Missouri Pacific
Railroad Company in Denton County, Texas, as said line extends in a southeasterly
direction from its point of beginning, said point being opposite railroad
engineering station 11040+90 of said railroad's Whitesboro Subdivision and being
in line parallel with and easterly 50.00 feet, as measured at right angles and
radially, from the centerline of the main track of said subdivision, as presently
constructed and operated, to a point 718.70 fast southerly of the north line of
H. H. Swisher Survey, as measured along the centerline of said abandoned line,
said point being at engineering station 1509+56.3, in, over and across the
following legal subdivlsionsi
Railroad Addition to the City of Denton (H. Sisco - H.R. Abet. 11844)
Jasper Addition to the City of Denton (F. Sisco - H.A. Abet. 11844)
Moores Addition to the City of Denton (F.. Sisco - H.R. Abet. 1180)
Alex Robertson Addition to the City of Centon (A. Hill - H.R. Abet. 623•)
S. C. Hiram - H.R. Abet. 616•
W. R. Teague - H.R. Abet. 1266•
Mary L. Austin - H.A. Abet. 44
Section 52 - M.E.P. & P.A.A. Co. (Robert H. Hopkins Abet. 16944)
J. S. Taft - H.R. Abst. 12564 !
Joseph White - H.R. Abet. 1433+
Section 46 - M.B.P. & P.A.A. Co. (David Hough Abet. 6464)
D. Lambert - H.R. Abst. 7844
Section 47 - M.E.P. & P.R.R. Co. - H.R. Abet. 9504
Oideon Walker - H.R. Abet. 13308
S. H. Morgan - H.R. (Section 39 - M.E.P. & P.P.R. Co. Abet, 9110
L. H. Bates - H.R. Abet. 2044
J. P. Walton - H.R. Abet. 1389•
H. Garrison - H.A. Abet. 507A
T. W. Jenkins - H.A. Abet. 6874
Thos. White Sr. - II.R. Abet. 13764
Thos. White Survey Abet. 13754
H. H. Swisher Survey Abet. 12204
.Names and/or Abstract tics. from State of Texas General Land Office map
compiled 1945 i
Excepting therefrom all thoss parcels of land situate in H. Sisco - H.R.
lying outside lines parallel with and 50.00 feet distant on each side of the
centerlinA of said abandoned track.
Also, excepting therefrom those certain parcels of land as heretofore
acquired by Dallas & Wichita Railroad company (predecessor to Missouri Pacific 1
Railroad Company) from W. V. Pockrue and wife and E, A. Garrison and wife by
warranty deeds dated August 23, 18900 recorded August 26, 1890 in Book 44 at
Pages 327 and 330, respectively, in the records of Denton County, Texas.
1i
EXHIBIT B - PAGE 6
~h
i
I
I
I
ACKNOWLEDGEMENT
STATE OF NEBRASKA )
) ss
COUNTY OF DOUGLAS )
The foregoing instrument was acknowledged on this day of
1993, before me, a Notary Public duly commissioned,
qualified and acting, within and for the said County and State, by
i
and
tome personal-
ly known, who stated that they were the
and Assistant Secretary, respectively, of
Missouri Pacific Railroad Compr.ny, a Delaware corporation, and were
duly authorized in their respective capacities to execute the
foregoing instrument for and In the name and behalf of said
curporation, and further stated and acknowledged that they had so
signed, executed and delivered said foregoing instrument for the
consideration, uses and purposes therein mentioned and set forth.
Notary Public
My commission expires3
E1\WPD0C8\K\M28PAC.D4
EXHIBIT B - PAGE 7