2009-309
s:\our documents\ordinances\09\dart extension ordinance.doc
ORDINANCE NO. 0
AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY
MANAGER TO EXECUTE AN AGREEMENT TO EXTEND RAIL REACTIVATION
BETWEEN THE CITY OF DENTON, TEXAS ("CITY") AND THE DALLAS AREA RAPID
TRANSIT AUTHORITY ("DART") EXTENDING THE PERIOD OF NOTICE OF
REPURCHASE, AS PROVIDED BY DART TO THE CITY, OF LANDS DESCRIBED IN
THAT CERTAIN QUITCLAIM, DATED AUGUST 9, 1993, COUNTY CLERK FILE NO. 93-
R0058485, AS CORRECTED BY CORRECTION QUITCLAIM DEED, DATED JUNE 1,
2001, COUNTY CLERK FILE NO. - 2001- R0057561, AND AS CORRECTED BY
CORRECTION TO CORRECTION QUITCLAIM DEED, DATED JUNE 28, 2001, COUNTY
CLERK FILE NO. 2001-R0076013, ALL RECORDING REFERENCES TO THE REAL
PROPERTY RECORDS OF DENTON COUNTY, TEXAS; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, DART and the City desire to extend the notice for rail reactivation within
the lands described in the caption hereof, as previously provided by DART to the City, to allow
DART and the City to address issues related to utility and recreation uses; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON DEREBY ORDAINS:
SECTION 1. The City Manager or his designee is hereby authorized to execute an
Agreement to Extend Rail Reactivation, a copy of which is attached hereto and incorporated by
reference herein.
SECTION 2: This Ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the #Wday of , 2009.
MARK A. OU H R
ATTEST:
JENNIFER WALTER, CITY SECRETARY
BY: 1f dy P'P~ 'd
sAour documents\ordinances\09\dart extension ordinance.doc
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:-.X-Ij
sAour documentskontracts\09Wart agreement to extend.doc
AGREEMENT TO EXTEND
RAIL REACTIVATION
This Agreement to Extend Rail Reactivation (the "Agreement"), is dated effective
December 1, 20093 by and between the City of Denton, Texas, a Texas home rule municipal
corporation ("City") and the Dallas Area Rapid Transit Authority, a regional transportation
authority, created pursuant to Chapter 452 of the Texas Transportation Code, of Dallas County,
Texas ("DART").
RECITALS
WHEREAS, City was quitclaimed certain property located in Denton County, Texas, as
more particularly described on Exhibit "A" attached hereto (the "Property") pursuant to that
certain Quitclaim Deed, dated August 9, 1993, from Missouri Pacific Railroad Company, file
number 93-R0058485, Real Property Records, Denton County, Texas, as corrected by that
certain Correction Quitclaim Deed, dated June 1, 2001, from Union Pacific Railroad Company,
successor by merger to Union Pacific Railroad Company and Missouri Pacific Railroad
Company, file number 2001-R0057561, Real Property Records, Denton County, Texas, and as
further corrected by that certain Correction to Correction Quitclaim Deed, dated June 28, 2001,
effective June 13, 2001, from Union Pacific Railroad Company, file number 2001-R0076013,
Real Property Records, Denton County, Texas (the "Railroad Quitclaim");
Page 1 of 5
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sAour documents contracts\09\dart agreement to extend.doc
WHEREAS, City was quitclaimed the Property described in the Railroad Quitclaim
pursuant to and conditioned upon the terms of that certain Line Sale Contract (the "Line Sale
Contract"), dated July 2, 1993, by and between the Missouri Pacific Railroad Company and City;
WHEREAS, the Railroad Quitclaim is expressly subject to the Line Sale Contract;
WHEREAS, the Line Sale Contract provides, among other matters, that in the event of
reactivation of rail service upon the lands quitclaimed to City pursuant to the Railroad Quitclaim,
the City shall transfer such Property to Missouri Pacific Railroad Company, or other acquiring
entity;
WHEREAS, the Line Sale Contract provides for ninety (90) days notice of the exercise
of the right to repurchase the Property;
WHEREAS, by letter dated September 14, 2009 (the "Notice Letter"), DART provided
ninety (90) days notice to the City that it intended to exercise the option to repurchase the lands
quitclaimed to City pursuant to the Railroad Quitclaim;
WHEREAS, it has come to the attention of DART and City that the repurchase of the
Property should occur at a later date to allow for the location of affected utilities and to
accomplish other matters related to the repurchase;
Page 2 of 5
sAour documents\contracts\09\dart agreement to extend.doc
WHEREAS, notwithstanding the unilateral act of DART in exercising the option to
repurchase the Property under the Line Sale Contract, the City desires to join DART in this
agreement in the spirit of cooperation and to provide certainty to the matters agreed to herein;
WHEREAS, the City and DART hereby desire to extend the notice period to exercise the
repurchase option. NOW, THEREFORE,
For and in consideration of the mutual promises, covenants and agreements of DART and
the City contained herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged by the City and DART, the City and DART hereby agree as
follows:
1. The notice of the exercise of the repurchase option is hereby extended an additional
ninety two (92) calendar days to March 16, 2010 (the "Closing Date"), and the notice of
repurchase provided in the Notice Letter, insofar as it pertains or relates to the date of the
exercise of the repurchase of the Property, shall be ineffective and of no further force and
effect.
2. The repurchase of the Property shall occur on the earlier of (i) the Closing Date; and (ii)
as agreed upon by City and DART.
3. Nothing contained in this Agreement shall be deemed to constitute a waiver of, and City
and DART hereby expressly retain all rights to assert, any right to contest the propriety of
the exercise of the right to repurchase under the Line Sale Contract by DART and/or any
Page 3 of 5
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sAour documents contracts\09\dart agreement to extend.doc
other matter related to the Line Sale Contract and the rights of the City and DART
thereunder.
4. Except as expressly addressed and amended herein, the Notice Letter shall remain valid
and subsisting as originally provided.
5. The City and DART hereby represent and warrant to the other, that this Agreement has
been duly authorized by their respective governing bodies and that the parry executing
for and on behalf of such entity has been duly authorized by their governing body to
execute this Agreement and bind each respective entity to the terms and provisions
hereof.
Executed this Wda of 20
CITY:
r
GEORGE C. CAMPBELL, CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: ss
DART:
Page 4 of 5
DALLAS AREA RAPID TRANSIT
By: E
Timothy H. McKay, P.E.
Senior Vice President
Rail Program Development
Page 5 of 5
Exhibit "A"
All those certain lots, tracts, or parcels of land lying and being situated in Denton County, Texas,
and being more specifically described in that certain Quitclaim Deed from the Missouri Pacific
Railroad Company to the City of Denton dated August 9, 1993, and recorded on August 24,
1993, under Clerk's File Number 93-R0058485, Real Property Records, Denton County, Texas;
as corrected by that certain Correction Quitclaim Deed from Union Pacific Railroad Company to
the City of Denton, Texas, dated June 1, 2001, and recorded on June 13, 2001, under Clerk's File
Number 2001-R0057561, Real Property Records, Denton County, Texas; as further corrected by
that certain Correction to Correction Quitclaim Deed from Union Pacific Railroad Company to
the City of Denton, Texas, dated June 28, 2001, with an effective date of June 13, 2001, and
recorded on July 27, 2001, as Clerk's File Number 2001-R0076013, Real Property Records,
Denton County, Texas.
cAdocuments and settings\jerichar\local settings\temporary internet files\content.outlook\95yned3n\exhibit a dcta contract of sale.doc