1998-353 O ANCENO 4f'- 5
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
T~_~.C_TJ_Q_~J_! 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 tMs ordinance for all purposes, for the
purchase of two tracts totahng 0 251 acres of land for the expanmon ofU S H~ghway 77 (Parcel
10)
SECTION II That the City Manager is authorized to make the expenditures as set forth
~n the attached Real Estate Contract
~ That th~s ordinance shall become effective ~mme&ately upon 1ts passage
and approval
PASSEDAND APPROVED thls the ~ dayof /ff~J ,1998
JA~t~LLER, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
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,
relnstallatlon, 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 recelpt 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 Compllance. 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 port~on 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 s~mllar 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 proceedln~ 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 subject only to those
title exceptions listed in Closing Requirements hereof,
A~E008FE 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 Closin~ 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 fall to fully and timely perform
any of its obligations hereunder or shall fall 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 fall 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 A~reement. This Agreement may not be
assigned by Purchaser without the express written consent of
Seller.
2. Survival of Covenants. Any of the representations, war-
rantles, 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 mall, postage prepaid, certified mall, 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 th~s Agreement shall for any reason be held
to be invalid, illegal, or unenforceable in any respect, said
invalidity, illegality, or unenforceablllty shall not affect any
other provision hereof, and this Agreement shall be construed as
· f 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 part~es and supersedes any
prior understandings or written or oral agreements between the
parties respecting the within subject matter.
8. Time of Essence. Tzme is of the essence in this
Agreement.
9. Gender. Words of any gender used an this Agreement
shall be held and construed to ~nclude any other gender, and
words in the singular number shall be held to include the
plural, and v~ce 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 w~th 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 th~s
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 r~ght to terminate this
Agreement upon written not~ce to Seller.
AEE008FE PAGE 6
SELLER PURCHASER
Texas Instruments, Incorporated THE~IT¥ OF DENTON, TEXAS
2~5 'S. a~cKlnney
Denton, Texas 76201
STATE OF TEXAS
COUNTY OF DENTON
_Th~s ~nstrument ~s~ ~cknowledged_be~ore me, on th~ ,~5-d~ day
Teguments, In~c6rporated, a ~ corporation,
known to me to be the person and officer whose name ~s
subscribed to the foregoing ~nstrument and acknowledged to me
that the same was the act of the said corporation.
TN~etas~tYa~e~o~CT~xna:nd for
AEE008FE PAGE 7
STATE OF TEXAS
COUNTY OF DENTON
This i~s~tr.umen, t is acknowledged before me, on this
day of~J , 1998 by, M~chael W. Jez C~ty Manager, of
the C~ty of Denton, a municipal corporation, kno~ to me to be
the person and officer whose name ~s s~scr~bed to the foregoing
lnstr~ent and ac~owledged to me that the s~e was the act of
the sa~d City of Denton, Texas, a municipal corporation, that he
was duly authorized to perfo~ the s~e by appropriate ordinance
of the C~ty Council of the City of Denton and that he executed
the s~e as the act of the sa~d C~ty for purposes and
consideration there~n expressed, and ~n the capacity therein
stated.
AEE008FE PAGE 8
EXHIBIT "A"
County Denton
H~ghway U S 77 Page 7 or :.
~ Prolect Um~ts From I.H 35
To _U, S. 380 Rev. February 11, ~ 99S
CSJ 019S-O2-
Account:
FIELD NOTES FOR PARCEL 10
),
n BEING TWO PARCELS OF LAND SITUATED IN A CALLED 189 507-ACRE TRACT, BEING A PART OF TEXAS
INSTRUMENTS ADDITION, LOT 1, BLOCK I, RECORDED IN CABINET G, PAGE 48, MAP RECORDS OF DENTON
COUNTY, TEXAS IMRDCT}, AND BEING SITUATED IN THE J $. 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 S/8-~nch iron rod for an angle point ~n the north line of sa~d Addition
same being in the southerly line of Loop 288 ( a variable width right of way),
THENCE S 83° 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 Bonme Brae Road (a variable wzdth right of
way),
THENCE S O0° 12' 25" W, along the westerly line of said Addition and the eastsrly right of way line of
Bonnie Brae Road, a distance of 638.51 feet to e E/8-mch ~ron rod with an aluminum cap set ~n the ne~
northerly right of way line of U S 77 for the POINT OF BEGINNING.
THENCE S 58° 11' 3S" E, along the new north right of way line of U S 77, a distance of 14 25 feet to a
Inch ~ron rod with an aluminum cap:
THENCE S 31 o 48' 24" W, a distance of 9.46 feet to a 5/8-tach iron rod set .n the cutback line to Bonnie Brae
Road,
THENCE N 29° 01' 49" W, along said cutback line, a distance of 14 09 feet to a point m the east right of way
line of Bonnie Brae Road,
THENCE N O0° 12' 25" E, a distance of 2 71 feet to the POINT OF BEGINNING and containing 0002 acre, or
77 square feet of land
Pert Two
COMMENCING for reference at · fence corner found for the southeast corner of said Addition In the north nght
of way Fine of Rlney Road (a variable width right of wayl,
THENCE N 88° 51' 44" W, along the south line of said Addition and the north nght of way line of Riney Road, a
distance of 328.79 feet to an angle point,
THENCE N 73' 13' 24" W, continuing along said common line, a distance of 77 24 feet to a set 5/8-~nch ~ron
rod with an aluminum cap for the POINT OF BEGINNING, also being a point on the new north nght of way line of
U S 77,
(1) THENCE N 73° 13' 24" W, continuing along e line ~ommon to said addition and sa~d Riney Road, a
distance of 12 72 feet to e point in the existing north right of way line of U S 77,
{2) THENCE N 58° 08' 24" W, along a line COmmon to the ex.sting 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:
EXHIBIT "A"
County ~ Page 2 of 2
H~ghway U S 77
Project L~mtts From I H 35 Rev February 11, 1995
To U $ 380
CSJ 0195.02-
Account
FIELD NOTES FOR PARCEL 10
(3) THENCE N 590 09' 24" W, along said common hne, a distance of 350 14 feet to a set 5/8-inch iron rod
w~th an aluminum cap being a point m the new north nght of way hne of U S 77,
THENCE along the new north right of way hne of U S 77 as follows
(4) S 80° 53' 06" E, a distance of 37 11 feet to a set 5/8-tach ~ron rod w~th an aluminum cap,
(5) S 58° 11' 36" E, a d~stanca of 518 06 feet to a set 5/8-tach ~ron rod w~th an aluminum cap,
(6) $ 54° 44' 59" E, a distance of 199 79 feet to a set 5/8-tach 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,$27 square feet of land, more or lass
Thoma~-W~i~m Msuk ( Date
Texas No 5119
'1~ D~lmmuo~ o/Tnm~pommioo EXEZBI~
DEED
~ ~A~ OF 'r~ }
}
CO~ OF } ~OW ~L ~N BY T~SE P~SE~S:
of the County of , ~tat~ of Texas, l~0rema~er referred to as Grantors, whether
one or more, for and m cons~le~mon of th~ sum of ,,
in hand a/d the State of ' Dollars ($ ) to Gra~or~
_ ,__ . p? ,by -- . . T.?~,..a?ng.by.and ..t~rou. gh tl~ T?~ .Transports.on Conumssmn, recel ~ of
wmcn ,, nemoy acsmow~eagea, ma zor wmcn n.o uen ~s retamoa, miner expressed or m~pHed, have
day Sold and by thes~ presants do Grant, Bargain, Sell and Convey unto the State of Texas nil that certain
tract or p..a~., of land Jn Coun,~ Texas mo ...... '--' ......
· ~ ...~-~, ,= ~.~w.~=u ~wa=m ancl mcor~ herren for any and all
me wuowmg unpmvements iocatea on th~ property dmcnbed m saul Exh~it "A," lo wit.
Gmto~ ~ ~ of~ o~,
. ~ ~ ~h~ m ~ ~ ~e lind ~m c~veyed ~t wmve ~ n~ts
~s .~ e~e~ to ~ ~of ~[~ of ~lo~g, ~v~opmg, ~g or ~g for
~, now~, not~ m ~ ~mon ~ ~ ~ ~e ~ n~ of ~ St~ to t~ md ~e ~
o~ ~ ~d ma~ ~on, ~ ~ ~.
ACKNOWLEDGMENT
THE STATE OF TEXAS,
COUNTY OF
BI~OR~ M~, the undmMgn~i, a No~ ~b~ ~ ~ ~y ~y ~d
, ~own m me (or proved
~ ~ on ~ o~ of , a ~ble ~s,) m be ~ ~on(s) whose
~e(s) b (~) n~ m ~ ~gomg
O~ ~ MY ~ ~ ~ OF 0~ ~ ~y ot ,19..
Nomy Public, Sta~ o~ T~as
M)' Co~i'~'m ~u m lbo dayo~ .19
************************************************************************************
CORPORA~ AC~O~DGMENT
THE STA~ OF TE~S,
CO~ OF
. ~ * ~ tO
O~ ~ ~ ~ ~ ~ ON O~ ~ ~y o~ , 1~,
My Comm~_-m expires aa the . day of ,19~.
~ D.,15-t4
After ,recording pleGse retu~ ~s hst~ment to:
CERTJ~3CATE OF RECORDING
THE STATE OF TEXAS,