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1998-398 O~INANCE NO {£- ~¢I AN O~INANCE APPROVING A REAL ESTATE CONTACT BETWEEN THE CiTY OF DENTON ~ STATE STREET BX'~ ~' TRUST CO.ANY AS TRUSTEE FOR THE ELECTRONIC DATA SYSTEMS COKPORATION RETIREMENT PLAN AND TRUST, RELATING TO THE PUKCHASE OF 0 835 ACKE 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 OKDAINS SECTION I That the City Manager is hereby authorized to execute a Keal Estate Contract between the City and State Street Bank and Trust Company as Trustee for the Electromc Data Systems Corporation Retirement Plan and Trust, in substantxally the form of the Real Estate Contract which is attached to and made a part of th~s ordinance for all purposes, for the purchase of 0 835 acres of land for the expansion of U S I-hghway 77 (Parcel 11) SECTION II That the C~ty Manager ~s authorized to make the expenditures as set forth ~n the attached Real Estate Contract SECTION III That this ord, nance shall become effective ~mmedmtely upon its passage and approval PASSED AND APPROVED th~s the / ~ ~'~ day of c,//~ ,1998 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 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-I" attached with all rights and appurtenances pertalmng m the said properties, includmg any right, title and interest of Seller in and to adjacent streets, alleys or rights- of-way (all of such real propemes, 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 orS11,715 00 2 Payment of Purchase Price The full amount of the Purchase Price shall be payable an cash at the closing PURCHASER'S OBLIGATIONS The obhgations of Purchaser hereunder to consummate the transactions contemplated hereby are subject to the satisfaction of each of the following conditions any of whmh may be wmved In whole or an part by Purchaser at or prior to the closing 1 Prehmmarv Title Reoort Within twenty (20) days after the date hereof, Purchaser, at Purchaser's sole cost and expense, shall have caused the title Company (hereinafter defined) m 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 often (10) days after Purchaser receives the Commitment that the conditmn of title as set forth an the Commitment is or is not satisfactory In the event Purchaser states the condition of t~tle 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 ~s unable or unwilling to do so w~th~n ten (10) days after receipt of written not,ce, this Agreement shall thereupon be null and void for all purposes, otherwise, th~s condltton 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 ~mprovements, highways, streets, roads, railroads, rivers, creeks, or other water courses, fences, easements, and rights-of-way on or adjacent to the Property, ~f any, and shall contmn 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 w~ll have ten (10) days after receipt of the survey to review and approve the survey In the event the survey ~s unacceptable, then Purchaser shall within the ten (10) day period, give Seller written notice of th~s fact Seller shall, at Seller's option, promptly undertake to ehmlnate or modify the unacceptable portions of the survey to the reasonable satisfaction of Purchaser In the event Seller is unable or unw~lhng to do so wlthxn ten (10) days after receipt of written notme, 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 gxve Seller thxs written notice shall be deemed to be Purchaser's acceptance of the survey 3 Seller's Comphance Seller shall have performed, observed, and comphed with all of the covenants, agreements, and condltmns required by th~s Agreement to be performed, observed, and comphed with by Seller prior to or as of the clostng REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants to Purchaser as follows, which representations and warrantxes shall be deemed made by Seller to Purchaser also as of the closing date I There are no partxes in possession of any port~on of the Property as lessees, tenants at sufferance, trespassers or other part,es, except for a grazing lease between Seller and a third party Seller agrees to termxnate said lease 2 Except for the prior actions of Purchaser, there xs no pending or threatened condemnation or similar proceeding or assessment or stat, affecting t~tle to the Property, 2 ...... ~ ~o~ (~002/002 or any part ~harcof, nor to the best knowledge a~d behcf of SeUer is any such proceeding or assessment corl~empiated by any governmental authority 3 To the best of Seller's knowledge, geller has comphed with all epphcable laws, ordinances, regu/etlof~s, statutes, rules and reslrlchons relalmg to thc Property-, or any part thereof. 4 To thc best of' Seller's knowledge, there a~ no tux~c or hazardous wastes or materials on or wtthm the ~ropefty Such toxic or hazardous wastes or materials include, but are not hmlted to, hazardous materials or wastes as sallie nrc defined by the Resource Conservation and Recovery Act (RCRA), u emended, and the Comprehanszve Environmental Response Compensation and Lmblhty Act (CERCLA), u nmendcd As used harem, "to the best of SeU='s knowledge" means the knowledge of Mnnlyn Kasko, D~n~ctor, Asset Management and Daniel F Busch, Dwision Manager, Real Estate In no event will e~thcr Manlyn Kasko or Darnel F Busch have any personal hablhry for any chttrns arising fium tl~s reprcsentauon 5. Except as specifically provided herein, the Property is sold "AS IS", w~th no warrant~es of' any type or for any manner, including any env~ronmcntal condz~tons ex,sUng on the Property lqEPR~SENTATIONS AND WA.RRANTI'ES OF PURCHASER Each of thc Purchmcrs represent that each ;s duly authorized to enter into th~s transaction and all obhgatmns contained herein n~d the party sigmas in beh,~lf' ot' each party Is duly authorized to sign in that party's behalf lng shall be held at the office of Dentax T~tle Company on or before ~ 30, 199g, or at such title company, t~mc, date, and place as Seller and Purchaser may mutually agree upon (whleh date is harem referred to as thc "Closing Date") ]PURCHASER,S R~P~.~ENTATIONg AND WARRANTIE~ Purchaser represent that ~t ~s duly authorized to enter into th~s trnnsacuon and all obhsat~ons comamed herein and the party slgnmg m behalf of ?urr. haser ~s duly authorized to sign m Purchaser's behalf CLOSING REOUIREMENT,~ Seller's Reqmrcmants At the closing Seller shall, A Dehver ~o Purch~cr a duly executed and acknowledged Special Wnrrai~ty Deed tn the form as attached hereto as Exl~blt "B" conveyln~ good and marketable title in fee simple to ~11 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 Obhgat~ons 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 Demex Title Company, Denton, Texas (the "Txtle Company"), or such title company as Seller and Purchaser may mutually agree upon, m Purchaser's favor m the full amount of the purchaser price, msunng fee simple title for the State of Texas to the Property subject only to the Permitted Exceptions such other exceptions as may be approved m writing by Purchaser, and the standard printed exceptions contmned ~n the usual form of Texas Owner's Policy of Title Insurance, prowded, however 1 The boundary and survey exceptions shall be deleted if required by Purchaser and if so required, the costs associated w~th same shall be borne by Purchaser, 2 The exceptxon 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 possessxon of the Property on the day of Closing 2 Purchaser's Reamrements Purchaser shall pay the consideration as referenced ~n the "Purchaser Price" section of th~s 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 4 REAL ESTATE COMMISSION Seller and Purchaser represent to each other that no broker or other party has represented e~ther party for whmh a commission or fee would be due Purchaser and Seller agree to ~ndemmfy and hold each other harmless from any clmms for commissions BREACH BY SELLER In the event Seller shall fail to fully and t~mely perform any of its obligations hereunder or shall fad to consummate the sale o£the Property except Purchaser's default, Purchaser, as Purchaser's sole remedy, may either enforce spemfic performance of th~s Agreement or terminate th~s Agreement by written notme delivered to Seller BREACH BY PURCHASER In the event Purchaser should fail to consummate the purchase of the Property, the condltmns to Purchaser's obhgatlons set forth ~n PURCHASER'S OBLIGATIONS hawng been satisfied and Purchaser being m default Seller, as Seller's sole remedy, may either enforce specific performance of th~s Agreement, or termxnate thxs Agreement by written notice delivered to Purchaser MISCELLANEOUS 1 Ass~gnmant of A~,reement Th~s Agreement may not be assigned by Purchaser w~thout the express written consent of Seller 2 Survival of Covenants Any of the representations, warrantxes, covenants, and agreements of the parties, as well as any rights and benefits of the part,es, pertmmng to a period of txme following the Closing of the transactions contemplated hereby shall not survive the Closxng and shall be merged into the Specml Warranty Deed 3 Notme Any notice reqmred or permxtted to be dehvered hereunder shall be deemed recexved when sent by United States mad, postage pmpmd, 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 Aa~lv Th~s Agreement shall be construed under and ~n accordance w~th the laws of the State of Texas, and all obhgatxons of the parties created hereunder are performable xn Denton County, Texas 5 Partxes Bound Thxs Agreement shall be b~ndxng upon and inure to the benefit of the part,es and their respective he~rs, executors, adm~mstrators, legal representatives, successors and assxgns where permitted by this Agreement 6 Legal Construction In case any one or more of the prows~ons contaxned m th~$ Agreement shall for any reason be held to be mvahd, illegal, or unenforceable m any respect, saxd invalidity, xllegalxty, or unenforceabthty shall not affect any other prows~on hereof, and thxs Agreement shall be construed as ~f the lnvahd, illegal, or unenforceable prowsxon had never been contmned hereto 7 Praor 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 partxes respecting the w~thln subject matter 8 Txme of Essence Time ~s of the essence m th~s Agreement 9 Gender Words of any gender used ~n this Agreement shall be held and construed to include any other gender, and words xn the singular number shall be held to include the plural, and wee versa, unless the context requires otherwise 10 Comphance In accordance w~th the reqmrements of the Texas Real Estate L~cense Act, Purchaser ~s hereby adwsed that ~t should be furnished w~th or obtmn a policy of t~tle insurance or Purchaser should have the abstract covering the Property examined by an attorney of Purchaser's own select~on 11 Time Lxm~t In the event a fully executed copy of th~s Agreement has not been returned to Purchaser wxthm ten (10) days after Purchaser executes th~s Agreement and dehvers same to Seller, Purchaser shall have the right to terminate thxs Agreement upon written not,ce to Seller SELLER' PURCHASER STATE STREET BANK AND TRUST THE CITY OF DENTON, TEXAS COMPANY AS TRUSTEE FOR THE ELECTRONIC DATA SYSTEMS CORPORATION RETIREMENT PLAN T,tle /,,/r,~ ,~,~'Zf/~9.~A'r" City Manager ~ -- 5400 Legacy Dr 215 E McKxnney Plano, Texas 75024 Denton, Texas 76201 6 STATE OF TEXAS § COUNTY OF DENTON § ~ th~s This ~nstmment as acknowledged be ore me, on ]~ y of , 1998 by Mmhael W Jez, Caty Manager, of the City o pal corporation, known to me to be the person and officer whose name ~s subscribed to the foregoing ~nstmment and acknowledged to me that the same was the act of the smd C~ty of Denton, Texas, a mumc~pal corporation, that he was duly authorized to perform the same by appropriate ordinance of the C~ty Council of the C~ty of Denton and that he executed the same as the act of the smd City for purposefi~and consideration there~n expressed, and an the~,,,capac~ty therean stated ] t' (~g~'} ,} N*ta~ Pu~l~, st~t* 0~ 'r~xa~ ~, Not~Ptlbhc ~n ar~ for My Commission 1~75_ bl~ ~, It00! ~ STATE OF ~;lf.~ § COUNTY OF /~2'~t--~c~ I ~. § This instrument as acknowledged before me, on th~s, 3~-°~' day of~h_0~, 1998 by ~fq-?uw ~.r3c~a¼o~ . of STATE STREET BANK AND TRUST cOMpANY as Tms~e for the Electronic Data Systems Corporation Retirement Plan known to me to be the person and officer whose name as subscribed to the foregmng instrument and acknowledged to me that the same was the act of the smd corporataon Notary Pubhc in and for My Commission Expires the State of [Y"lq~.~q.'i O,c~o~D Document# 9319 v2 EXHIBIT "A" County Dentnn Page 1 of 2 Highway ~ Project Llm,ts: From ~H. 36 Rev. November 28, 1994 csJ Account FIELD NOTES FOR PARCEL 11 BEING A PARCEL OF LAND SITUATED IN A CALLED 39.381-ACRE TRACT CONVEYED TO ELECTRONIC DATA SYSTEMS CORPORATION RETIREMENT PLAN AND TRUST (EDS), RECORDED IN VOLUME 1681, PAGE 887 DEED RECORDS OF DENTON COUNTY, TEXAS (DRDCTI, AND BEING SITUATED N 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 518-1nch iron rod being an angle point In the west line of e 23.212-acrs tract conveyed to Brian P Cataisno, Tn=tee, recorded in Volume 2219, Page 545, DRDCT, same be,nB in ~ east line of said EDS tract, THENCE N 13° 80' 38" E, along the west line of said Cataisno tract and the east line of said EDS tram, a distance of 688.13 feet to a point being the nonheest comer of said EDS tract in the existing south right of way line of U S. 77; THENCE N 58e 11 ' 36' W, along the north line of said EDS tract and ex.sting south right of way line of U S 77, a distance of 1080.78 feet to e set 8/8-Inch iron rod with an aluminum cap for the POINT OF BEGINNING and be,no a po.nt on the new south right of way line of U.S. 77, (1) THENCE N 88° 43' 46' W, with said new south right of way line of U S. 77, and crossing sa~d EDS tract, a distance of 100.00 feet to s set B/8-~nch iron rod w, th an elum,num cap, (2) THENCE N 58° 11' 36' W, with said new south right of way line of U.S 77, a distance of 120.00 feet to a set 8/8-1neh iron rod with an aluminum cap, same being on the new east nght of way line for Bonnie Brae Road, being in a non-tangent circular curve to the left having a radius of 170.48 feet; (3) THENCE Southweateriy, along the new right of way line of said road, and said curve to the isft, through s delta angle of 30° 31' 23", an sm distance of 90.82 feet, and having a chord which beers S 12° 16' 20' W, a distonce of 89.76 feet to a set 6/8-,rich ,ron rod with an aluminum cap being the point of tongancy; (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 8/8-1nth iron rod with an aluminum cap; {Iii THENCE S 87° 00' 38" W, leaving the new right of way line of said road, a distanse of 39.68 feet to a set PK nail with shiner being on the west property line of said EDS ~rect and near the present center line of said Bonnie Brae Road, (8) THENCE N 00o 84' 02" E, Mono the we~ line of said EDS tract, a distance of 43.27 feet to a found ll2-1nch iron rod; EXHIBIT County ~ Highway ~ Page 2 of Project IJmlt~: From I.H. 35 Rev. November 28, 1894 To cea. Account: REID NOTES FOR PARCEL (7) THENCE N 26° 04' 07" W, with the west line of said EDS tract, a dletance of 110.59 feet to a sat PK nail with shiner; (8) THENCE N 02° 59' 21 · W, ctoesing said EDS tract, a dlmanca of 1.09 feet to a set PK nail with shiner, being on the new west fight of way line for Bonnie Brae Road, and being the beginning of a circuler curve to the right h~ving a r~dlue of 250.49 feet; (9) THENCE Northeestefiy, along said curve to tho right and said new west fight of way line for Bonnie Brae Road, through a delta angle of 34° 14' 19", an arc distance of 148.88 feet, and having e chord which beam N 14° 07' 48" E, ·dletansa of 147.47 feet to · set 8/8-inch ~mn rod with an aluminum sap being on the new south right of way line of U.S. 77; (10) THENCE N 46o 54, 20- W, along the new south right of way line of U.S 77, a di~anca of 4g 72 feet to a set 8/84nch iron rod with an aluminum cap same being · point on the non~t line of said EDS tract and the existing cuuth fight of way line of U.S 77; (11) THENCE S 58° 11' 36" E, along a line oo-mmod to th~' EDS tract end U.S. 77, a distance of 347.20 feet to the POINT OF BEGINNING, and corrmining 0.507 acre, or 22,101 eClUare feet of lend, more or le~, of whioh 4649 square feet resided in the prescfiptlve right of way of Bonnie Bras Road. JOhn F. Wilder, R.P.L.S. Texas No. 4285 Date EXHIBIT · A-I' FIELD NOTES FOR PARCEL 11A BEING A PARCEL OF LAND SITUATED IN A CALLED 39381-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 5/8-Inch iron rod being an angle point in the wast line of a 23 212.acre tract conveyed to Brian P Catalano, Trustee, recorded in Volume 2219, Page 545. DRDCT, same being In the east line of said EDS tract, THENCE N 13' 50' 35" E, along the west line of said Catalano tract and the east line of said EDS tract, a distance of 888 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 58' 11' 38" W, along the north line of said EDS tract and existing south dght of way line of U S 77, a distance of 1427 98 feet to a set 5/8-1nch iron rod with an aluminum cap for the POINT OF BEGINNING and being a point on the south dght of way line of U S 77, (1) THENCE S 46° 54' 20' E, along the new south right of way line of U S. 77, a distance of 49 72 feet to a sat 5/8-1rich iron rod with an aluminum cap same 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 Brae 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' 46' W a distance of 147 47 feet to a set PK nail with shiner being near the present center line of way of Bonnie Brae, (3) THENCE S 02° 59' 21' E, crossing said EDS tract, a distance of 1 09 feet to a set PK with shiner, being on the new west right of way line for Bonme Brae Road, (4) THENCE N 26° 04' 07' W, with the west line of said EDS tract, a distance of 284 19 feet to the normweal comer of said EDS tract, (5) THENCE S 58° 11' 38" E, with said existing south dght 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: Nove~tber , 1998 Grantor~ STATE STREET BANK ARD TRUST COMPANY as Trustee for Electronic Data Systems Corporation Retirement Plan Granteet City of Denton Grantee,s Nailing Address (including county) City of Denton 221 North Elm Street Denton, Texas 76201 Denton, County Consideration~ TEN DOLLARS AND NO/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, AbBtraot No. 297, Denton County, Texas and being more particularly described in ..EXHIBIT A" & ~Exhibit 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 a~d conveyances, that affect the property. GRANTOR , for the consideration, receipt of which is hereby acknowledged, and subject to the reservations £rom 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 ~RANTOR'S heirs, executors, administrators and successors to Deed -1 warrant and forever defend all and singular the property to GRANTEE tand GRANTEE'S heirs, executors, administrators, successors and assigns against every person whomsoever lawfully claiming or to cl&im 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 Leg&c7 Dr. Plano, Texas 75024 ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged be£ore me on this __ day of , 1998 by , , 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. NotaL7 Public, in and for the State of Texas My Co--~ission Expires~ Deed-2