2016-302ORDINANCE NO. 20.16-302
AN ORDINANCE AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO
EXECUTE A REAL ESTATE SALES CONTRACT BETWEEN THE CITY OF DENTON, A
TEXAS HOME -RULE MUNICIPAL CORPORATION, AS PURCHASER, AND EAGLE
FARMS, INC., A TEXAS CORPORATION, AND JOHN PORTER AUTO SALES, INC., A
TEXAS CORPORATION, (COLLECTIVELY "OWNER"), AS SELLER, TO ACQUIRE FEE
TITLE TO A 340.469 ACRE TRACT SITUATED IN THE GIBSON MYERS SURVEY,
ABSTRACT NO. 843, THE JOHNSON, GREEN, MYERS, AND BRUMMELL SURVEY,
ABSTRACT NO. 1699, THE MOSES H. DAVIS SURVEY, ABSTRACT NO. 377, AND THE
WILLIAM WILBURN SURVEY, ABSTRACT NO. 1419, LOCATED IN THE CITY OF
DENTON, DENTON COUNTY, TEXAS, GENERALLY SOUTH OF JIM CHRISTAL ROAD,
EAST OF HICKORY CREEK COURT, AND NORTH OF TOM COLE ROAD, AND MORE
PARTICULARLY DESCRIBED IN EXHIBIT "A" ("PROPERTY INTEREST") FOR THE
PURCHASE PRICE OF ELEVEN MILLION AND FIVE HUNDRED THOUSAND
DOLLARS AND NO CENTS ($11,500,000.00), AND OTHER CONSIDERATION, AS
PRESCRIBED IN THE REAL ESTATE SALES CONTRACT (THE "CONTRACT");
AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, the City of Denton ("City") made a bona fide offer to Eagle Farms, Inc., a
Texas corporation, and John Porter Auto Sales, Inc., a Texas corporation, (collectively "Owner")
to purchase the Property Interest;
WHEREAS, the Owner has made a counteroffer to the offer of the City;
WHEREAS, the City is amenable to the counteroffer, and finds that it is in the best
interest to agree to same; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager, or his designee, is authorized (a) to execute on behalf
of the City (i) the Real Estate Sales Contract, between the City and Owner, substantially in the
form attached as Exhibit "A", with a purchase price of $11,500,000.00 and other consideration,
plus costs and expenses, all as prescribed in the Real Estate Sales Contract; and (ii) any other
documents necessary for closing, or terminating, the transaction contemplated by the Real Estate
Sales Contract; and (b) to make expenditures in accordance with the terms of the Real Estate
Sales Contract.
SECTION 2. If any section, article, paragraph, sentence, phrase, clause or word in this
ordinance, or application thereof to any persons or circumstances, is held invalid or
unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of
the remaining portions oC this ordinance; the City Council declares that it would have ordained
such remaining portion despite such invalidity, and such remaining portion shall remain in full
force and effect.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the ay of S 4macrI16.
CHRIS WATTS, MIA
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By:
,A
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By:
This REAL ESTATE SALES CONTRACT ("Contract") is entered into by Eagle
Farms, Inc., a Texas corporation, and John Porter Auto Sales, Inc., a Texas corporation,
(collectively "Seller"), and City of Denton, a Texas home -rule municipal corporation
("Purchaser").
Seller wants to sell to Purchaser and Purchaser wants to purchase from Seller all of
Seller's right, title, and interest in and to the real property described below.
AGREEMENT
In consideration of these recitals, the mutual covenants, agreements, and obligations
stated below, and other good and valuable consideration, the receipt and sufficiency of which
are acknowledged, Seller and Purchaser agree as follows:
ARTICLE 1
1.1. Property. Subject to the terms and conditions set forth in this Contract,
Purchaser agrees to purchase from Seller, and Seller agrees to sell to Purchaser, the following
described property (collectively, "Property"):
(a) that certain tract of land containing approximately 340.469 acres
("Land") located in Denton County, Texas, and more particularly described in the
attached Exhibit A;
(b) all rights, privileges, and appurtenances pertaining to the Land,
including but not limited to all trees, timber rights and contracts for cutting timber,
water rights, claims and permits, adjacent streets, and easements and rights of way;
(c) all intangible property, if any, owned by Seller and pertaining to the
Land or the use of it, including but not limited to all present and future use of
wastewater, wastewater capacity, drainage, drainage capacity, water, water capacity, or
other utility facilities directly attributable to the Land;
(d) all reservations of, commitments for, and letters covering utility
capacity, whether or not they are currently being used to the fullest extent available;
(e) all of Seller's right, title, and interest and estates in any land lying within
the bed of any stream, river, lake, or other waterway or body of water on or crossing
that portion of the Land;
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(f) all of Seller's right, title, and interest and estates in any land within any
easement or right of way or under any bed of any road or highway, whether open or
proposed on or crossing that portion of the Land;
(g) all of Seller's right, title, and interest and estates in any excess land,
vacancies, and strips and gores of land, if any, between that portion of the Land, and
any adjoining real properties belonging to third parties; and
(h) access to the Land.
1.2. Reservation of Minerals to Seller,- Sellers Waiver of Surface Use.
(a) "Mineral Estate" means all oil, gas, and other minerals in and under and
that may be produced from the Property, any royalty under any existing or future
mineral lease covering any part of the Property, executive rights (including the right to
sign a mineral lease covering any part of the Property), implied rights of ingress and
egress, exploration and development rights, production and drilling rights, mineral lease
payments, and all related rights and benefits. The Mineral Estate does NOT include
water, sand, gravel, limestone, building stone, caliche, surface shale, near -surface
lignite, and iron, but DOES include the reasonable use of these surface materials for
mining, drilling, exploring, operating, developing, or removing the oil, gas, and other
minerals from the Property.
(b) Seller reserves all of the Mineral Estate owned by Seller.
(c) Notwithstanding the foregoing, Seller does not reserve and retain any
rights of ingress and egress or rights to use the surface of the Property, either implied or
express, for mining, drilling, exploring, operating, developing, or removing the oil, gas,
and other minerals; provided however, that Seller shall have the right to remove the oil,
gas, and other minerals by pooling with other lands, including, but not limited to, the
right to construct any wellbore for the removal of such oil, gas or other minerals which
runs underneath the surface of the Property.
ARTICLE 2
PURCHASE PRICE
2.1. Purchase Price. The purchase price for the Property ("Purchase Price") is
Eleven Million Five Hundred Thousand and No/100 Dollars ($11,500,000.00), payable in cash
or other immediately available funds at Closing (as defined in Section 6.1).
419011M �11
3.1. Earnest Money Deposit. t. Within three (3) business days after this Contract is
fully executed by Seller and Purchaser, Seller will deposit with Republic Title of Texas, Inc.
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Fort Worth — Commercial Division, ("Title Company"), at 500 Bailey Ave., Suite 100, Fort
Worth, Texas 76107, a fully executed original counterpart of this Contract. In addition, within
five (5) business days after an original executed counterpart of this Contract is deposited with
the Title Company, Purchaser will deposit with the Title Company the amount of One Hundred
Thousand and No/100 Dollars ($100,000.00) to ensure prompt observance of this Contract by
Purchaser ("Earnest Money Deposit"). After receiving all applicable tax forms from Purchaser,
the Title Company will invest the Earnest Money Deposit in a federal -government -insured
interest-bearing account approved by Seller and to be held and disbursed by the Title Company
strictly in accordance with the terms and provisions of this Contract. All interest accruing on
the Escrow Deposit will become a part of the Escrow Deposit and will be delivered to the party
entitled to receive the Escrow Deposit. If the Purchaser does not timely deposit the Escrow
Deposit(s) with the Title Company, Seller will have the right to terminate this Contract. At
Closing, the Escrow Deposit will be applied to the payment of the Purchase Price.
3.2. Refund,ability. After the Review Period (as defined in Section 5.1) expires, the
Earnest Money Deposit will be nonrefundable to Purchaser, except that the Earnest Money
Deposit will be promptly refunded to Purchaser and the parties will have no further obligations
if this Contract is terminated under Section 8.2.
ARTICLE 4
TITLE STATUS
4.1. Title Commitment and Survey.
(a) Seller will deliver or have delivered to Purchaser within twenty (20)
days after the Effective Date (as defined in Section 12.13) commitment for title
insurance (the "Title Commitment") prepared by the Title Company, accompanied by a
copy of all recorded documents affecting the Property and listed as title exceptions in
Schedule B of the Title Commitment.
(b) Purchaser will cause to be prepared, within twenty (20) days after
the Effective Date (as defined in Section 12.13) a Texas Society of Professional
Surveyors Category 1-A, Condition III land title survey of the Property ("Survey"),
prepared by Teague, Nall, & Perkins, Inc., containing the surveyor's certificate
addressed to Seller, Purchaser and Title Company in the form of the certificate attached
as Exhibit B, in which said Survey will, in addition to conforming to the requirements
of a Category 1-A, Condition III Survey, (i) be made on the ground with iron pins at the
corners, (ii) locate all existing easements that are visible or known to the surveyor or
recorded (and if recorded, setting forth the recording information), alleys, streets, and
roads, (iii) show all encroachments on the Land, (iv) show all existing improvements
(including power lines, fences, drill equipment, ditches, and related matters),
(v) comply with standards necessary for the Title Company to issue the title policy to
be delivered by the Title Company, (vi) show the boundaries and areas of the Property
to the nearest one -thousandth of an acre, (vii) provide a legal description of the Land,
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(viii) addressing all matters set forth in the surveyor's certification attached as Exhibit
B, and (ix) contain the surveyor's certification attached as Exhibit B.
4.2. Review of Title Documents. The review of the Commitment, the Exception
Documents, and the Survey (collectively, "Title Documents") will be governed by the
following terms:
(a) Purchase'' bliggit%ons. Purchaser will have until five (5) business days
after Purchaser's receipt of the last of the Title Documents ("Title/Survey Review
Period") to provide to Seller written objections to the status of title to the Property. If
written objections have not been received by Seller before the Title/Survey Review
Period expires, Purchaser will be deemed to have conclusively accepted and approved
the status of title to the Property as shown by the Title Documents, and all the matters
shown in the Title Documents will be Permitted Exceptions.
(b) Scll r RgM2ns ., If Purchaser does timely deliver written objections to
Seller, Seller will within three (3) business days after receiving them ("Response
Period") notify Purchaser of which objections Seller will cure before Closing ("Cure
Notice"), Seller having no obligation to cure any of Purchaser's title objections. If
Seller does not agree or is unable to timely cure all of Purchaser's title objections,
Purchaser may either (1) waive the title objections in writing and purchase the Property
despite them, in which event the title objections will be deemed Permitted Exceptions,
or (2) terminate this Contract by giving written notice to Seller within three (3) business
days after the Response Period, in which event the Earnest Money Deposit will be
returned to Purchaser on demand, and neither Seller nor Purchaser will have any further
obligations under this Contract except for those that expressly survive its termination.
4.3. Conveyance by Deed. Seller will deliver to Purchaser at Closing one or more
Special Warranty Deeds, at Purchaser's sole discretion, in the form and substance of Exhibit C
attached hereto ("Deed"), conveying fee simple title to the Property to Purchaser, containing
the matters set forth in Section 1.2 and each subject to the exceptions to title contained in the
Title Documents approved or waived by Purchaser under Section 4.2.
ARTICLE 5
1
5.1. Review Period. The Purchaser's feasibility review, inspection and examination
of the Property will be governed by the following terms:
(a) Time Period. For the Independent Contract Consideration (as defined in
Section 12.10), Purchaser will have a period of forty-five (45) days after the Effective
Date ("Review Period"), during which time Purchaser, or its authorized agents or
representatives, will be conducting its feasibility review, inspection and examination of
the Property and, to the extent necessary, will be entitled to enter on the Property for
the purpose of inspecting, examining, and conducting tests on the Property; provided
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however, that Purchaser will return the Property to its condition existing prior to such
inspections, examinations or tests promptly following the completion of such
inspections, examinations or tests and agrees to hold Seller harmless from any injuries,
death or property damage that might occur to Purchaser or Purchaser's contractors or
employees during any entry onto the Property.
(b) Termination. If Purchaser, in its sole discretion, is dissatisfied with the
results of the feasibility review, inspection and examination of the Property and
determines, in its sole judgment, that the Property is not suitable, for any reason, for
Purchaser's intended use or purpose, Purchaser may, by written notice delivered to
Seller before the Review Period expires, terminate this Contract, in which event the
Earnest Money Deposit will be returned to Purchaser on demand, and neither Seller nor
Purchaser will have any further obligations under this Contract except for those that
expressly survive its termination. If Purchaser does not terminate this Contract by
delivery of written notice to Seller before the Review Period expires, Purchaser will no
longer have a right of termination under this Section, but will have a continuing right to
enter on the Property.
5.2. Environmental Survey. The inspection and examination of the Property
relative to the environmental condition of the Property will be governed by the following
terms:
(a) Examination Authority Purchaser, at its expense, will have the right to
conduct Phase I and, if necessary, Phase II environmental surveys (collectively,
"Environmental Survey") of the Property, which must be completed before the Review
Period expires. If an Environmental Survey is conducted, Purchaser will deliver to
Seller a written report stating the findings obtained in the Environmental Survey.
(b) Remediation/Termination. If, as a result of the Environmental Survey, or
by any other means, Purchaser or Seller becomes aware of the existence of toxic or
hazardous wastes (including asbestos) or other environmental contamination on or
within the Property, Purchaser will have the right to immediately terminate this
Contract before the Review Period expires. If Purchaser terminates this Contract under
this Section, the Earnest Money Deposit will be returned to Purchaser and the parties
will have no further obligations under this Contract except for those that expressly
survive its termination.
5.3. Docutne t Inspection. To facilitate Purchaser's inspection of the Property,
Seller will provide to Purchaser, within five (5) business days after the Effective Date, but only
to the extent within Seller's actual possession, true, correct, and complete copies of (a) all
reports, tests (including, but not limited to, all soil reports, water rights, engineering
investigations, tests, and environmental studies), (b) surveys made with respect to the Property
within two (2) years before the Effective Date, (c) all leases and/or occupancy agreements
and/or licenses of any kind or nature, whether oral or written (if oral, Seller shall provide to
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Buyer in writing all material terms thereof), relating to possession of the Property, or any part
thereof, including any and all modifications, supplements, and amendments thereto, (d) all
licenses, agreements and encumbrances (including amendments and exhibits) affecting title to
or use of the Property that have not been recorded in the real property records of Denton
County, Texas, (e) all governmental licenses, certificates, permits, and approvals, and (f) all
records of any regulatory proceedings or violations. Additionally, Seller will provide any
further information in its actual possession relating to the Property that may be reasonably
requested in writing by Purchaser. Purchaser acknowledges that any information of any type
that Purchaser has received or may receive from Seller or its agents is furnished to Purchaser as
a courtesy only and on the express condition that Purchaser will make an independent
verification of the accuracy of the information.
relrll_�
6.1. Closing late. The consummation of the transactions contemplated by this
Contract ("Closing") will take place in the offices of the Title Company, at 3:00 p.m. on
November 9, 2016.
6.2. Closing Costs. At Closing, Seller will pay (a) any costs related to the issuance
of the Commitment and the base premium for the Owner Policy, (b) the cost of satisfying any
liens not deemed Permitted Exceptions which Seller has agreed to cure as set forth herein,
(c) Seller's legal fees, (d) one-half (1/2) of any escrow or closing fee charged by the Title
Company and the cost of any tax certificates, municipal and utility lien certificates, and (e) all
other items normally paid by sellers in real estate transactions in Denton County, Texas.
Purchaser will pay (a) the cost of Purchaser's due -diligence inspection, (b) the cost to modify
the areas -and -boundaries exception in the Owner Policy to read "shortages in area" only (if
requested by Purchaser), (c) the cost for any extended coverages or endorsements to the Owner
Policy required by Purchaser, (d) one-half (1/2) of any escrow or closing fee charged by the
Title Company, and (e) all other items normally paid by purchasers in real estate transactions
in Denton County, Texas.
6.3. Real Estate Tax Prorations. Title to the Property on the day of Closing will
belong to Purchaser, and all prorations to be made as of Closing will be made as of 12:01 a.m.,
Central Prevailing Time, on the Closing Date. Ad valorem taxes relating to the Property for the
calendar year in which the Closing shall occur shall be prorated and submitted by Seller to the
Denton County Tax Assessor as of the Closing Date or credited to the Purchaser at Closing.
Ad valorem tax for the calendar year in which the Closing shall occur shall be tendered under
Texas Property Tax Code Section 26.11. If the actual amount of taxes for the calendar year in
which the Closing shall occur is not known as of the Closing Date, the proration at Closing
shall be based on the amount of taxes due and payable with respect to the Property for the
preceding calendar year. Seller shall pay for those taxes attributable to the period of time prior
to the Closing Date (provided, however, that subsequent assessments for prior years due to
change of land usage or ownership by Purchaser after the Closing Date shall be the sole
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responsibility of Purchaser) and Purchaser shall pay for those taxes attributable to the period of
time commencing with the Closing Date. The terms and provisions of this Section will survive
the Closing.
6.4. Seller's O) - l atinns at Closing, At Closing, Seller will deliver, or have
delivered in accordance with local custom and practice, to the Title Company the documents in
(a) -(f) below, each of which will be duly executed and, if appropriate, acknowledged, together
with any other necessary or appropriate items or instruments:
(a) Deed. Seller will deliver to Purchaser at Closing one or more Special
Warranty Deeds, at Purchaser's sole discretion, in the form and substance of Exhibit C
("Deed") conveying fee simple title to the Property to Purchaser with each containing
the matters set forth in Sections 1.2 (b) and (c), and each subject to the exceptions to
title contained in the Title Documents approved or waived by Purchaser under Section
4.2.
(b) Nonforcign Affidavit._ An affidavit required under Internal Revenue
Code Section 1445 stating, under penalty of perjury, that neither Seller nor any other
party so swearing is a foreign person within the meaning of Section 1445.
(c) l videnc:e of Al hority. Any documents reasonably requested by the
Title Company or required by this Contract to confirm that this transaction and the
parties executing the documents are fully authorized and empowered to act.
(d) Owner folic , An Owner's Policy of Title Insurance ("Owner's Title
Policy") issued by the Title Company, insuring good and indefeasible title to the
Property in Purchaser in a face amount equal to the Purchase Price, and containing no
exceptions other than the Permitted Exceptions; an exception for fees and taxes for the
calendar year in which the Closing occurs and subsequent years, and subsequent
assessments for prior years due to change in land usage or ownership; an exception for
any discrepancies, conflicts, or shortages in area or boundary lines, any encroachments
or protrusions, or any overlapping of improvements; an exception for homestead or
community property or survivorship rights, if any, of any spouse of any insured; an
exception for any title or rights asserted by anyone, including but not limited to
persons, corporations, governments, or other entities to tidelands, or lands comprising
the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs, or
oceans, or to any land extending from the line of mean low tide to the line of
vegetation, or to lands beyond the line of the harbor or bulkhead lines as established or
changed by any government, or to filled-in lands, or artificial islands, or to riparian
rights or other statutory water rights, or the rights or interests of the state in which the
Property is located or the public generally in the area extending from the line of mean
low tide to the line of vegetation, or the right of access to or right of easement along
and across the same; and any other printed exceptions that are customary for an
Owner's Title Policy in the State of Texas.
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6.5. Purchaser's Obligations at Closing. At Closing, Purchaser will deliver, or
have delivered in accordance with local custom and practice, to the Title Company the
following:
(a) Cash F'Unds. The cash funds for the Purchase Price (as defined in Section
2.1).
(b) Q[�Isin,g Documents. Any other necessary or appropriate items or
instruments reasonably requested by the Title Company or Seller.
(c) Evidence of ALitho ity. Any documents reasonably requested by the
Title Company or required by this Contract to confirm that this transaction and the
parties executing the documents are fully authorized and empowered to act.
(d) Bagley Farms. Purchaser acknowledges that Seller has a verbal
agreement with Bagley Farms to utilize the Property for farming. Seller will terminate
that verbal agreement at Closing and Purchaser will compensate Bagley Farms at
Closing for any crops in the ground and any work performed in conjunction with the
preparation of the ground for the planting of crops which belong to Bagley Farms at
Closing in an amount not to exceed Ten Thousand and No/100 Dollars ($10,000.00).
6.6. Delivery of Possession. Possession of the Property will be delivered to
Purchaser at Closing, after completion of funding, subject only to the Permitted Exceptions.
ARTICLE 7
REPRESENTATIONS, WARRANTIES, AND COVENANTS
7.1. Seller's Representations. Warranties. and Covenants. Seller represents,
warrants, and covenants to Purchaser the following:.
(a) utl�oty., Seller has been duly organized and is in good standing under
the laws of the state of its organization. Seller has the legal right and authority to enter
into this Contract and to transfer all of the Property under this Contract. The person
signing this Contract on Seller's behalf is authorized to do so.
(b) 'Title to Property. The Seller has good and indefeasible fee simple title to
the Property, subject only to the Permitted Exceptions.
(c) Leases, All Leases shall have expired or otherwise terminated and ,any
and all tenants or parties occupying the Property pursuant to the Leases shall have
permanently abandoned and vacated the Property, including without limitation, all
personal property of any such tenants or parties, on or before the date of Closing.
(d) Condemnation; Lega1 Act. ne To Seller's actual knowledge, there is no
pending or threatened condemnation or similar proceeding affecting the Property or
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pending liens in, about, or outside the Property that will affect the Property or access to
it, nor any legal action of any kind affecting the Property that will affect Purchaser, nor
is any such legal action presently contemplated.
(e) Goverpmental Requirements, To Seller's actual knowledge, Seller has
complied with all applicable laws, ordinances, regulations, statutes, rules, and
restrictions pertaining to and affecting the Property, and Seller's performance of this
Contract will not result in any breach of, constitute any default under, or result in
imposition of any lien or encumbrance on the Property under any agreement or other
instrument to which Seller is a party or by which Seller or the Property might be bound.
(f) Environmental. Seller has no actual knowledge of and has not received
any written notice about any violation of Environmental Laws related to the Property or
the presence or release of Hazardous Materials on or from the Property or any adjacent
property. Seller has not received any written notice of any threatened or pending suit or
proceeding concerning the Property relating to any Environmental Law. The term
"Environmental Laws" includes the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response Compensation and Liability Act, and other
federal laws governing the environment, pollution, or hazardous materials in effect on
the Effective Date of this Contract, together with their implementing regulations and
guidelines as of the Effective Date of this Contract, and all state, regional, county,
municipal, and other local laws, regulations, and ordinances that are similar to the
federal laws stated above or that purport to regulate the environment, pollution, or
hazardous materials. The term "Hazardous Materials" includes any substance, material
waste, pollutant, or contaminant regulated, listed, or defined as hazardous or toxic
under any Environmental Law. To Seller's actual knowledge, the Property has not been
used as a landfill or as a dump for garbage or refuse.
(g) 'T'errorist Organizations Lists, Neither Seller nor, to Seller's actual
knowledge, any of its respective partners, members, shareholders, owners, employees,
officers, directors, representatives, or agents is or will become a person or entity with
whom U.S. persons or entities are restricted from doing business under regulations of
the Office of Foreign Asset Control of the Department of the Treasury (including those
named on the OFAC's Specially Designated and Blocked Persons List) or under any
statute, executive order (including the September 24, 2001, Executive Order Blocking
Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit,
or Support Terrorism), or other governmental action.
(h) Pending Actions. To Seller's actual knowledge, Seller has not received
written notice of any action, lawsuit, arbitration, unsatisfied order or judgment,
government investigation, or proceeding pending against Seller that, if adversely
determined, could materially interfere with the transaction contemplated by this
Contract.
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(i) No New m Ame ided A =recinentsa After the Effective Date and
continuing through the earlier of the Closing Date or the termination of this Contract,
Seller will not, without Purchaser's prior written consent, which may be withheld or
denied in Purchaser's sole discretion, enter into any leases, licenses, occupancy
agreements, or other agreements providing for the use or occupancy of the Property or
services for the Property for a term that extends beyond the Closing Date.
(1) FUrt.hcr Action of Seller. From the Effective Date until the date of
Closing or earlier termination of this Contract, Seller shall:
(i) Advise the Purchaser promptly of any litigation, arbitration, or
administrative hearing, or claims related thereto, concerning or affecting the
Property.
(ii) Not take, or omit to take, any action that would result in a
violation of the representations, warranties, covenants, and agreements of Seller.
(iii) not sell, assign, lease or convey any right, title or interest
whatsoever in or to the Property, or create, grant or permit to be attached or
perfected, any lien, encumbrance, or charge thereon.
(iv) Seller shall indemnify and hold Purchaser harmless, to the extent
permitted by law, from all loss, liability, and expense, including, without
limitation, reasonable attorneys' fees, arising or incurred as a result of any liens
or claims resulting from labor or materials furnished to the Property under any
written or oral contracts arising or entered into prior to Closing.
(v) Seller shall provide any necessary written authorization required
by Purchaser prior to Closing for any permitting, planning or zoning
applications; provided, however, that no permitting, planning or zoning shall
become final prior to the Closing Date, including, but not limited to, the filing
and recording of any plats.
7.2. Purchaser's Represyntations, Warranties and Covenants. Purchaser
represents, warrants, and covenants to Seller the following:
(a) Agthority, Purchaser has been duly organized and is in good standing
under the laws of the state of its organization. Purchaser has the legal right and
authority to enter into this Contract and to make the transactions under this Contract.
The execution, delivery, and performance of this Contract have been duly authorized,
and no other action by Purchaser is required for the valid and binding execution,
delivery, and performance of this Contract, except as otherwise expressly provided.
There is no agreement to which Purchaser is a party or, to Purchaser's knowledge,
binding on Purchaser that is in conflict with this Contract.
Page 10 of 19 - Real Estate Sales Contract (City of Denton/Eagle Farms -Porter Auto Sales)
(REVISED FOR NOVEMBER 9 CLOSING)
(b) Terrorist Organizations Lists, Neither Purchaser nor, to Purchaser's
actual knowledge, any of its respective partners, members, shareholders, owners,
employees, officers, directors, representatives, or agents is or will become a person or
entity with whom U.S. persons or entities are restricted from doing business under
regulations of the Office of Foreign Asset Control of the Department of the Treasury
(including those named on the OFAC's Specially Designated and Blocked Persons
List) or under any statute, executive order (including the September 24, 2001,
Executive Order Blocking Property and Prohibiting Transactions with Persons Who
Commit, Threaten to Commit, or Support Terrorism), or other governmental action.
7.3. As Is. Once the Review Period has expired, Purchaser will have examined and
inspected the Property, reviewed all instruments, records, and documents that Purchaser deems
appropriate or advisable to review in connection with this transaction, and, at its own cost and
expense, made its own independent investigation into the Property and all other aspects of this
transaction.
PURCHASER AGREES THAT, EXCEPT FOR SELLER'S REPRESENTATIONS AND
WARRANTIES IN SECTION 7. 1, SELLER HAS NOT MADE, DOES NOT MAKE, AND
SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES ABOUT
THE COMPLIANCE OR NONCOMPLIANCE OF SELLER OR ANY OTHER PERSON OR
ENTITY OR THE PROPERTY OR ITS OPERATION WITH (A) ALL CODES, LAWS,
ORDINANCES, REGULATIONS, AGREEMENTS, LICENSES, PERMITS, APPROVALS,
AND APPLICATIONS OF OR WITH ANY GOVERNMENTAL AUTHORITIES
ASSERTING JURISDICTION OVER THE PROPERTY, INCLUDING BUT NOT LIMITED
TO THOSE RELATING TO ZONING, LAND USE, BUILDING, PUBLIC WORKS,
PARKING, FIRE AND POLICE ACCESS, HANDICAP ACCESS, LIFE SAFETY,
SUBDIVISION AND SUBDIVISION SALES, AND HAZARDOUS AND TOXIC
SUBSTANCES, MATERIALS, CONDITIONS, OR WASTE; AND (B) ALL
AGREEMENTS, COVENANTS, CONDITIONS AND RESTRICTIONS (PUBLIC OR
PRIVATE), DEVELOPMENT AGREEMENTS, BUILDING RULES, AND OTHER
INSTRUMENTS AND DOCUMENTS GOVERNING THE USE, DEVELOPMENT, AND
OPERATION OF THE PROPERTY. PURCHASER AGREES THAT THE PROPERTY
WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) PURCHASER AT
CLOSING IN ITS CONDITION AT THE TIME, AS IS, WHERE IS, WITH ALL
FAULTS, AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATIONS OR
WARRANTIES, EXPRESS, IMPLIED, OR ARISING BY OPERATION OF LAW,
OTHER THAN THE SPECIAL WARRANTY OF TITLE IN THE DEED. FURTHER,
PURCHASER REPRESENTS AND WARRANTS TO SELLER THAT PURCHASER HAS
KNOWLEDGE AND EXPERTISE IN FINANCIAL AND BUSINESS MATTERS THAT
ENABLE IT TO EVALUATE THE MERITS AND RISKS OF THE TRANSACTION
CONTEMPLATED BY THIS CONTRACT AND THAT PURCHASER IS NOT IN A
SIGNIFICANTLY DISPARATE BARGAINING POSITION. PURCHASER AGREES THAT
THE PROVISIONS IN THIS SECTION WILL SURVIVE THE CLOSING. PURCHASER
WILL RELY SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT
Page 11 of 19 - Real Estate Sales Contract (City of Denton/Eagle Farms -Porter Auto Sales)
(REVISED FOR NOVEMBER 9 CLOSING)
ON ANY INFORMATION PROVIDED BY SELLER, ITS AGENTS, OR ITS
CONTRACTORS. SELLER WILL NOT BE LIABLE OR BOUND IN ANY WAY BY ANY
ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION
ABOUT THE PROPERTY OR ITS OPERATION FURNISHED BY ANY PARTY
PURPORTING TO ACT ON SELLER'S BEHALF.
8.1. Purchaser's Default. If Purchaser defaults in its obligation to purchase the
Property from Seller under this Contract, Seller may, as its sole and exclusive remedy for the
breach, terminate this Contract by written notice to Purchaser and the Title Company, and upon
any such termination the Title Company will immediately deliver to Seller the Earnest Money
Deposit, which is agreed on as the amount payable by Purchaser to Seller in consideration of
Purchaser having the option to refuse to purchase the Property without any liability on account
of its refusal other than payment of the Earnest Money Deposit.
8.2. Seller's Default. If Seller defaults in its obligation to convey the Property to
Purchaser under this Contract, the Purchaser may, as its sole and exclusive remedy, either
(i) terminate this Contract by written notice to Seller and the Title Company, in which event
the Earnest Money Deposit will be returned to Purchaser, or (ii) enforce specific performance
of Seller's obligations under this Contract. In no event will Seller be liable to Purchaser for any
actual, punitive, speculative, consequential, or other damages.
9.1. Risk of Loss. Risk of loss due to casualty up to and including the Closing Date
will be borne by Seller (as between Seller and Purchaser), except to the extent of any loss or
damage caused solely by the acts of Purchaser or its agents, employees, contractors, or
invitees. The provisions of this Section will govern despite any contrary provisions of Texas
Property Code Section 5.007.
9.2. Condemnation. By written notice to Purchaser given within five (5) days after
Seller receives written notice of proceedings in eminent domain affecting the Property that are
contemplated, threatened, or instituted by anybody having the power of eminent domain,
Purchaser may (a) terminate this Contract and the Earnest Money Deposit will be immediately
returned to Purchaser without the necessity of obtaining any consent or release by Seller, or
(b) proceed under this Contract, in which event Seller will, at Closing, assign to Purchaser its
entire right, title, and interest in and to any condemnation award. The provisions of this Section
will govern despite any contrary provisions of Texas Property Code Section 5.007.
ARTICLE 10
BROKER F COMMISSIONS
Page 12 of 19 - Real Estate Sales Contract (City of Denton/Eagle Farms -Porter Auto Sales)
(REVISED FOR NOVEMBER 9 CLOSING)
10.1. No BrokerageFees. Neither Seller nor Purchaser has contacted any real estate
broker, agent, finder, or similar person in connection with the negotiation and execution of this
Contract, the transactions contemplated by it, or the sale and purchase of the Property. To the
actual knowledge of Seller and Purchaser, no Acquisition Fees have been paid or are due to
any other person or entity. As used this Section, "Acquisition Fees" means all fees paid to any
person or entity in connection with the selection and purchase of the Property, including real
estate commissions, selection fees, nonrecurring management and startup fees, development
fees, and any other similar fees. If any claims for Acquisition Fees are ever made against Seller
or Purchaser in connection with the transactions contemplated by this Contract, all such claims
will be the responsibility of the party whose commitments form the basis of the claims. Seller
and Purchaser each agree to indemnify and hold harmless the other from and against any and
all liabilities, claims, demands, or actions for or with respect to Acquisition Fees asserted by
any person, firm, or corporation in connection with this Contract or the transactions
contemplated by it, and any court costs, attorney fees, or other costs and expenses arising from
it, insofar as any such liabilities, claims, demands, or actions are based on a contract or
commitment of the indemnifying party. This indemnification provision will survive the
Closing or the termination of this Contract, as applicable.
11.1. Notice Designation, All notices required or permitted under this Contract must
be in writing and be served on the parties at the addresses listed below. Unless otherwise
provided, all notices must be given or served (a) by overnight delivery using a nationally
recognized overnight courier, (b) by personal delivery, (c) by fax transmission during normal
business hours with a confirmation copy delivered by another method permitted under this
Section other than e-mail, or (d) by e-mail sent to the e-mail address listed below with a
confirmation copy delivered by another method permitted under this Section other than fax
transmission. Notice given by all permitted forms other than fax transmission or e-mail will be
effective on the earlier of actual delivery to the address of the addressee or refusal of receipt by
the addressee (even if the addressee refuses delivery). Notice given by fax transmission or e-
mail will be effective on the transmission or attempted transmission of a fax to the phone
number designated as the recipient's fax number during normal business hours or an e-mail to
the e-mail address designated as the recipient's e-mail address during normal business hours. A
party's address, fax number, or e-mail address may be changed by written notice to the other
party, but a notice of change is not effective until actual receipt of the notice. Copies of notices
are for informational purposes only, and a failure to give or receive copies of any notice will
not be deemed a failure to give notice. Notices given by a party's attorney will be deemed
given by that party. The notice addresses of the parties are specified below until further notice:
Page 13 of 19 - Real Estate Sales Contract (City of Denton/Eagle Farms -Porter Auto Sales)
(REVISED FOR NOVEMBER 9 CLOSING)
Seller:
John Porter Auto Sales, Inc.
1801 Hinkle Drive, Suite 150
Denton, Texas 76201
Phone: 940-891-4223
Fax:
Email: mike@porterinvestments.com
with a copy to:
Ryan W. Crandall
Basinger Leggett Clemons
Bowling Shore Crandall, PLLC
5700 Granite Parkway, Suite 950
Plano, Texas 75024
Phone: 214-473-8686
Fax: 214-473-8685
Email: rcrandall@bltexaslaw.com
Purchaser:
Michael S. Grim, Executive Manager
Denton Municipal Electric - City of Denton
1659 Spencer Road
Denton, Texas 76205
Fax: (940)
Email: mike.grim@cityofdenton.com
with a copy to:
Lawrence C. Collister, Deputy City Attorney
City of Denton
215 E. McKinney St.
Denton, Texas 76209
Fax: (940) 382-7923
Email: larry.collister@cityofdenton.com
12.1. Binding Agreement. This Contract and all of its terms, provisions, and
covenants will apply to, be binding on, and inure to the benefit of the parties and their
respective successors and assigns.
12.2. Headings. The headings used in this Contract are for convenience only and are
Page 14 of 19 - Real Estate Sales Contract (City of Denton/Eagle Farms -Porter Auto Sales)
(REVISED FOR NOVEMBER 9 CLOSING)
not intended in any way to limit or expand the terms and provisions of this Contract.
12.3. Time of Essence. Time is of the essence in this Contract.
12.4. Govern as Laa� This Contract will be governed by and interpreted under the
laws of the State of Texas, regardless of any conflict -of -law rules. This Contract will be
specifically performable in Denton County, Texas.
12.5. Gestin ACt e ement. This Contract contains the entire agreement of the parties.
All understandings, discussions, and agreements previously made between the parties, written
or oral, are superseded by this Contract, and neither party is relying on any warranty,
statement, or representation not contained in this Contract.
12.6. Amendment. This Contract may not be altered, changed, or amended except by
a written agreement signed by all parties.
12.7. Counterlaaarts. This Contract may be executed in two or more counterparts,
each of which will be deemed an original and all of which together will constitute one
agreement.
12.8. Date Coninutation. If any significant date falls on a Saturday, Sunday, or
federal or state holiday, the date will be deemed moved to the next business day that is not a
Saturday, Sunday, or federal or state holiday. The term "business day" means a day that is not
a Saturday, Sunday, or federal or state holiday.
12.9. Contract Consideration. In addition to the Earnest Money Deposit, Purchaser
will pay to Seller the amount of One Thousand and No Cents ($1,000.00) as independent
contract consideration for Seller's execution and delivery of this Contract and all of its
provisions, including Purchaser's right to terminate this Contract during the Review Period.
This consideration is in addition to and independent of any other consideration or payment
provided in this Contract and is nonrefundable to Purchaser.
12.10. Confidentiality. Before Closing, Seller and Purchaser will not disclose the
content or substance of the terms, conditions, and provisions of this Contract to any person or
entity without the other party's written consent. However, nothing in this Section prohibits
Purchaser from disclosing the terms of this Contract to Purchaser's attorneys, accountants,
lenders, engineers, and partners. The confidentiality provisions of this Section will not apply to
any matters of public record or matters generally known to the public, or any disclosures made
by Purchaser or Seller as required by law, ordinance, subpoena, court order, or regulation.
Purchaser and Seller will give each other written notice before making any disclosure under a
subpoena or court order.
12.11. Assignment. Purchaser will not assign, transfer, or convey its rights or
obligations under this Contract or with respect to the Property without Seller's written consent.
Page 15 of 19 - Real Estate Sales Contract (City of Denton/Eagle Farms -Porter Auto Sales)
(REVISED FOR NOVEMBER 9 CLOSING)
12.12. Effective Date. The date that Purchaser executes this Contract will be the
Effective Date of this Contract.
12.13. Construction. This Contract is the result of negotiations between the parties,
neither of whom has acted under any duress or compulsion, whether legal, economic, or
otherwise. Accordingly, the terms and provisions of this Contract will be construed in
accordance with their usual and customary meanings. Seller and Purchaser waive the
application of any rule of law that would otherwise apply in the construction of this Contract
that ambiguous or conflicting terms or provisions should be construed against the party who
(or whose attorney) prepared the executed Contract or any earlier draft of it.
12.14. Exchange. Seller may elect to participate in a tax-deferred exchange under the
Internal Revenue Code. If Seller elects to participate, Purchaser will reasonably cooperate with
the election; however, Purchaser will have no obligation to incur any cost or liability or to take
title to any real property (other than Purchaser's acquisition of the Property under this
Contract), and the Closing will not be conditioned on or unreasonably delayed by any
exchange. If Seller elects to participate Seller will provide all documents requested from the
other party at least three (3) business days before the Closing and will indemnify and hold
Purchaser harmless from any claims, liabilities, or damages arising from the cooperation, and
the indemnity obligation will expressly survive the termination or Closing of this Contract.
12.15. Attorney Fees. If it becomes necessary for either Seller or Purchaser to employ
legal counsel or to bring an action at law or other proceeding to enforce any of the terms,
covenants, or conditions of this Contract, the prevailing party in any action or proceeding will
be entitled to recover its costs and expenses incurred, including its reasonable attorney fees,
from the other party. The term "prevailing party" means the party that has succeeded on a
significant issue in the litigation and achieved a benefit with respect to the claims at issue,
taken as a whole, whether or not damages are actually awarded to that party.
12.16. Survival Clause. The provisions of Section 6.3, Article 7, and Article 10 of this
Contract will survive the Closing for a period of six (6) months and remain in full force and
effect between the parties for that period.
--- This space left blank intentionally ---
Page 16 of 19 - Real Estate Sales Contract (City of Denton/Eagle Farms -Porter Auto Sales)
(REVISED FOR NOVEMBER 9 CLOSING)
SELLERS:
EAGLE FARMS, INC., a Texas corporation
By:
Signature
fil 6- TTY i� (ACCzl, VWAI
Printed Name
:7
n J
Signed on the /(; '�"day of September, 2016.
JOHN PORTER AUTO SALES, INC., a Texas corporation
By:
Signature
15677C'� r?
Printed Name
Signed on the /'/b f day of September, 2016.
Page 17 of 19 - Real Estate Sales Contract (City of Denton/Eagle Farms -Porter Auto Sales)
(REVISED FOR NOVEMBER 9 CLOSING)
PURCHASER:
CITY OF DENTON, a Texas home-rule municipal corporation
r.
By:
Howard Marfin, Inter ni City Manager, under the authority
rt I' I
o City
f City of Denton Orfinance No. 2016 -
Signed on the day of September, 2016.
A.1-Ul
ATTEST:
Jeiffer Walters, City ecretary
PROVE �' J_Z 0
VE, AS TO FORM:
Anita Burgess City Att rney
Page 18 of 19 - Real Estate Sales Contract (City of Denton/Eagle Farms -Porter Auto Sales)
(REVISED FOR NOVEMBER 9 CLOSING)
ACCEPTANCE BY 'TITLE COMPANY
The undersigned title company, Republic Title of Texas, Inc. — Fort Worth Commercial
Division, referred to in this Contract as the Title Company, acknowledges receipt of a fully
executed copy (or executed counterparts) of the Contract, and accepts the obligations of the
Title Company as stated in the Contract.
TITLE COMPANY:
Republic Title of Texas, Inc. — Fort Worth Commercial Division
By:
Signature
Printed Name
President
Signed on the day of September, 2016.
Page 19 of 19 - Real Estate Sales Contract (City of Denton/Eagle Farms -Porter Auto Sales)
(REVISED FOR NOVEMBER 9 CLOSING)
LEGAL DESCRIPTION
Eagle Farms and John Porter Auto Sales Tract
BEING a tract of land situated in the Gibson Myers Survey, Abstract No. 843. the Johnson, Green, Myers and Bmmmou
Survey, Abstract No. 1699, the Moses H. Davis Survey, Abstract No. 877and the William Wilburn Survey, Abstract No.
1419, City of Denton, Denton County, Texas, and being epart ofecalled 081.O4acre tract nfland described inoDeed ho
Eagle Farmo, Inc, and John Porter Auto Sales. Inc., as recorded in Document No. 83-077959 of the Real Property Records
o(Denton County, Texas, and being more particularly described osfollows:
BEGINNING at a point for corner in the North line of the above cited 691.64 acre tract, said point being the Northeast corner
of ooUod 5.700 ooro tract ofland described in a Deed to EvomMv Now|and, as moon1od in Document No. 2012'18340 of
the Official Records of Denton County, Texas, said point also being in the center of Jim Christal Road, a variable width
prescriptive right-of-way;
THENCE North 88^21'52^ East along the North line of said 881.64 acre tnaot, and along said Jim Chhoo,| Ruod, fora
distance of1245.87feet maPKnail set for corner;
THENCE North 89'31'54" East continuing along the North line of said 691.64 acre tract, and along said Jim Christal Road,
for a distance of 693.00 feet to a PK nail set for corner at the beginning of a non -tangent curve to the right;
THENCE in o Gou#`oouVedy dineohon, along the North line of said 691.04 oom tract and along said Jim Chhsta| Rnod, and
along said non -tangent curve to the right having o central angle of 18'20'00", o radius of 1059.69 feet, o chord bearing of
South 82'18'06" East, a chord distance of 337.63 feet and an arc length of 339.07 feet to a PK nail set for corner at the end
of said curve;
THENCE South 72'18'58" East continuing along the North line of said 691.64 acre tract, and along said Jim Christal Road,
for a distance of 172.83 feet to o PK nail set for corner in the West line of called 24.205 acre tract ufland described as
Tract in a Deed to LybUort Family Tmot, as recorded in Document No. 2009-5235 of the Official Records of Denton
County, Texas,
THENCE South 00'00'04" East departing the North line of said 691.64 acre tract and said Jim Christal Road, and along the
West line of said 24.265 acre tract, for a distance of 84.71 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner at
the Southwest corner ofsaid 242noacre tract;
THENCE South 88'09'34" East along the South line of said 24.265 acre tract, for a distance of 191.10 feet to a 5/8 inch iron
rod found for the Southeast corner ofsaid 24265 ooe tract and the Southwest corner of called 2.95 acre ham of land
described in a Deed to JHR Construction Co., Inc., as recorded in Volume 4457, Page 1807 of the Real Property Records of
Denton County, Texas;
THENCE South 86'34'38" East along the South line of said 2.95 acre tract, for a distance of 264.31 feet to a point for the
Southeast corner ofsaid 2.35acre tract;
THENCE North 00'20'53" West along the East line of said 2.95 acre tract, for a distance of 8.53 feet to a point for corner
near the centerline said Jim Christal Road and the North line of said 691.64 acre tract;
THENCE South 87^21'11^ East along the North line of said 881.04 oona tnom, and along said Jim Christa| Road, fora
distance of044.00feet hoopoint for corner;
THENCE South 86'41'11 " East continuing along the North line of said 691.64 acre tract, and along said Jim Christal Road,
for adistance of5551Sfeet mopoint for corner;
THENCE South 85'46'07" East continuing along the North line of said 691.64 acre tract, and along said Jim Chhota|Road,
for odistance of112.01 feet to a point for the Northwest corner of a called 23.076 acre tract of land described in a Deed to
the City of Denton, Texas, as recorded in Document No. 2010-9442 of the Official Records of Denton County, Texas;
THENCE South 08'12'59" East departing the North line of said 691.64 acre tract and said Jim Christal Road, and along the
West line ofsaid 23.O78acre tract, for odistance of1204.88feet toapoint for the Southwest corner ofoama.said point also
being in the North line of a called 9.679 acre tract of land described in a Judgment as Cause No. CV -92-00522-C, and being
recorded in Document No. 94-071012 of the Real Property Records of Denton County, Texas;
THENCE North 88^40'03" West along the North line of said 9.679 oona tram, for e distance of 145.10 feet to o point for the
Northwest corner ofsame;
pago/m4
THENCE South 07°25'04" East along the West line of said 9.679 acre tract, passing the Southwest corner of same and an
interior ell corner of said 691.64 acre tract at a distance of 504.51 feet, and continuing along the East line of said 691.64 acre
tract for a total distance of 2015.34 feet to a 1/2 inch iron rod with cap stamped "Vannoy 563-7101" found for an interior
Southeast corner of said 691.64 acre tract;
THENCE North 89°21'21" West continuing along the East line of said 691.64 acre tract, for a distance of 50.07 feet to a 1/2
inch iron rod with cap stamped "Vannoy 563-7101" found for an interior ell corner of same, said point being in the Northwest
line of Tom Cole Road;
THENCE South 24°52'16" West continuing along the East line of said 691.64 acre tract and the Northwest line of said Tom
Cole Road, for a distance of 660.00 feet to a 1/2 inch iron rod found for the most Southerly Southeast corner of said 691.64
acre tract;
THENCE North 89°27'53 West along the South line of said 691.64 acre tract and the North line of said Tom Cole Road, for
a distance of 1441.63 feet to a 1/2 inch iron rod found for the most Easterly Northeast corner of a called 116.088 acre tract of
land described in a Deed to Nucon Steel Commercial Corporation, as recorded in Volume 5255, Page 5740 of the Real
Property Records of Denton County, Texas;
THENCE North 88°50'56" West along the South line of said 691.64 acre tract and the most Easterly North line of said
116.088 acre tract, for a distance of 297.54 feet to a 1/2 inch iron rod found for the most Southerly Southwest corner of said
691.64 acre tract and an interior ell corner of said 116.088 acre tract;
THENCE North 00°13'05" West along the most Southerly West line of said 691.64 acre tract and the most Northerly East line
of said 116.088 acre tract, for a distance of 1004.53 feet to a 1/2 inch iron rod with cap stamped "Vannoy 563-7101" found
for the most Northerly Northeast corner of said 116.088 acre tract and an interior ell corner of said 691.64 acre tract;
THENCE North 89°50'49" West along the South line of said 691.64 acre tract and the North line of said 116.088 acre tract,
for a distance of 2358.32 feet to a 1/2 inch iron rod found for corner at an interior Southwest corner of said 691.64 acre tract
and the Northwest corner of said 116.088 acre tract, said point also being in the East line of a called 152 acre tract of land
described in a Deed to Walter B. (Bud) Wolf, as recorded in Volume 533, Page 541 of the Deed Records of Denton County,
Texas;
THENCE North 00°26'46" East along an interior West line of said 691.64 acre tract and the East line of said 152 acre tract,
for a distance of 599.88 feet to a 1/2 inch iron rod with cap stamped "Vannoy 563-7101" found for corner at an interior ell
corner of said 691.64 acre tract and the Northeast corner of said 152 acre tract;
THENCE North 89°19'25" West along the South line of said 691.64 acre tract and the North line of said 152 acre tract,
passing a 5/8 inch iron rod with cap stamped "TNP" set for reference at a distance of 783.81 feet, and continuing along said
line for a total distance of 845.95 feet to a point for corner in the center of Hickory Creek, said point being the Southeast
corner of a called 10.036 acre tract of land described in a Deed to Charles L. Gregory and wife, Mary R. Gregory, as
recorded in Document No. 94-038707 of the Real Property Records of Denton County, Texas, from which a 1/2 inch iron rod
found for the Southwest corner of said 10.036 acre tract bears North 89°19'25" West a distance of 806.13 feet;
THENCE North 42°03'00" East departing the South line of said 691.64 acre tract, and along the center of said Hickory
Creek, for a distance of 253.13 feet to a point for corner, from which a 5/8 inch iron rod with cap stamped "TNP" set for
reference bears South 47°57'34" East a distance of 62.00 feet;
THENCE North 27°10'39" East continuing along the center of said Hickory Creek, for a distance of 658.88 feet to a point for
corner in the South line of a called 18.000 acre tract of land described in a Deed to Everette Newland and wife, Jennifer
Newland, as recorded in Document No. 2008-58941 of the Official Records of Denton County, Texas;
THENCE South 79°38'43" East departing said Hickory Creek, and along the South line of said 18,000 acre tract, passing a
5/8 inch iron rod with cap stamped "TNP" set for reference at a distance of 62.00 feet, and continuing along the South line of
said 18.000 acre tract for a total distance of 154.34 feet to a 1/2 inch iron rod found for the Southeast corner of said 18.000
acre tract and the Southwest corner of the above cited 5.700 acre tract;
THENCE South 87°40'32" East along the South line of said 5.700 acre tract, for a distance of 128.07 feet to a 1/2 inch iron
rod with cap stamped "RPLS 4857" found for the Southeast corner of said 5.700 acre tract;
THENCE North 00°42'44" East along the East line of said 5.700 acre tract, passing a 1/2 inch iron rod with cap stamped
"RPLS 4857" found for reference in the South line of said Jim Christal Road at a distance of 1688.82 feet, and continuing
Page 2 of 4
along said East line for a total distance of 1712.82 feet to the POINT OF BEGINNING, and containing 349.644 acres of land,
LESS, SAVE AND EXCEPT a 6.772 acre tract described herein as SAVE AND EXCEPT TRACT ONE and a 2.403 acre
tract described herein as SAVE AND EXCEPT TRACT TWO, leaving a net acreage of 340.469 acres of land, more or less.
Said SAVE AND EXCEPT TRACTS ONE AND TWO being more particularly described as follows:
SAVE AND EXCEPT TRACT ONE
BEING a 6.772 acre tract of land situated in the Johnson, Green, Myers and Brummett Survey, Abstract No. 1699, City of
Denton, Denton County, Texas, and being known as Lot 1, Block 1 of Krum Tap Electrical Switch Station, per Plat recorded
in Document No. 2010-3 of the Plat Records of Denton County, Texas, and being more particularly described as follows:
COMMENCING at a point for corner in the North line of called 691.64 acre tract of land described in a Deed to Eagle Farms,
Inc. and John Porter Auto Sales, Inc., as recorded in Document No. 93-077959 of the Real Property Records of Denton
County, Texas, said point being the Northeast corner of a called 5.700 acre tract of land described in a Deed to Everette
Newland, as recorded in Document No. 2012-19340 of the Official Records of Denton County, Texas, said point also being
in the center of Jim Christal Road, a variable width prescriptive right-of-way;
THENCE North 89°21'52" East along the North line of said 691.64 acre tract, and along said Jim Christal Road, for a
distance of 1118.72 feet to a point for corner;
THENCE South 19°26'51" West departing the North line of said 691.64 acre tract and said Jim Christal Road, passing a 1/2
inch iron rod found for the Northeast corner of a called 1.33 acre tract of land described in a Deed to the City of Denton,
Texas, as recorded in Volume 1185, Page 999 of the Deed Records of Denton County, Texas, at a distance of 25.32 feet,
and continuing along the East line of said 1.33 acre tract for a total distance of 164.33 feet to a 5/8 inch iron rod with cap
stamped "TNP" set for corner at the most Easterly North corner of a called 1.069 acre tract of land described in a Deed to the
City of Denton, Texas, as recorded in Document No. 2007-108566 of the Official Records of Denton County, Texas;
THENCE South 00°36'34" East departing the East line of said 1.33 acre tract, and along the East line of said 1.069 acre
tract, for a distance of 93.36 feet to a 1/2 inch iron rod found for corner;
THENCE South 19°27'37" West continuing along the East line of said 1.069 acre tract, for a distance of 132.79 feet to a 1/2
inch iron rod with cap stamped "Arthur" found for the Southeast corner of said 1.069 acre tract;
THENCE South 11'07'48" West departing the Southeast corner of said 1.069 acre tract, for a distance of 116.38 feet to a 5/8
inch iron rod found for corner at the POINT OF BEGINNING for the herein described tract, said point being the Northwest
corner of the above cited Lot 1;
THENCE North 89°39'51" East along the North line of said Lot 1, for a distance of 500.21 feet to a 5/8 inch iron rod found for
the Northeast corner of same;
THENCE South 00°20'53" East along the East line of said Lot 1, for a distance of 500.10 feet to a 5/8 inch iron rod found for
the Southeast corner of same;
THENCE South 89°39'01" West along the South line of said Lot 1, for a distance of 679.36 feet to a 5/8 inch iron rod found
for the Southwest corner of same;
THENCE North 19°21'24" East along the West line of said Lot 1, for a distance of 531.34 feet to the POINT OF BEGINNING,
and containing 6.772 acres of land, more or less;
SAVE AND EXCEPT TRACT TWO
BEING a 2.403 acre tract of land situated in the Johnson, Green, Myers and Brummett Survey, Abstract No. 1699, City of
Denton, Denton County, Texas, and being known as all of that certain 1.33 acre tract of land described in a Deed to the City
of Denton, Texas, as recorded in Volume 1185, Page 999 of the Deed Records of Denton County, Texas, and all of that
certain 1.069 acre tract of land described in a Deed to the City of Denton, Texas, as recorded in Document No. 2007-108566
of the Official Records of Denton County, Texas, and being more particularly described as follows:
COMMENCING at a point for corner in the North line of called 691.64 acre tract of land described in a Deed to Eagle Farms,
Inc. and John Porter Auto Sales, Inc., as recorded in Document No. 93-077959 of the Real Property Records of Denton
County, Texas, said point being the Northeast corner of a called 5.700 acre tract of land described in a Deed to Everette
Newland, as recorded in Document No. 2012-19340 of the Official Records of Denton County, Texas, said point also being
in the center of Jim Christal Road, a variable width prescriptive right-of-way;
Page 3 of 4
THENCE North 89°21'52" East along the North line of said 691.64 acre tract, and along said Jim Christal Road, for a
distance of 1118.72 feet to a point for corner;
THENCE South 19°26'51" West departing the North line of said 691.64 acre tract and said Jim Christal Road, for a distance
of 25.32 feet to a 1/2 inch iron rod found for corner at the POINT OF BEGINNING for the herein described tract, said point
being the Northeast corner of the above cited 1.33 acre tract;
THENCE South 19°26'51" West along the East line of said 1.33 acre tract, for a distance of 139.01 feet to a 5/8 inch iron rod
with cap stamped "TNP" set for corner at the most Easterly North corner of the above cited 1.069 acre tract;
THENCE South 00°36'34" East departing the East line of said 1.33 acre tract, and along the East line of said 1.069 acre
tract, for a distance of 93.36 feet to a 1/2 inch iron rod found for corner;
THENCE South 19°27'37" West continuing along the East line of said 1.069 acre tract, for a distance of 132.79 feet to a 1/2
inch iron rod with cap stamped "Arthur" found for the Southeast corner of said 1.069 acre tract;
THENCE South 89°22'11" West along the South line of said 1.069 acre tract, for a distance of 253.91 feet to a 1/2 inch iron
rod with cap stamped "Arthur" found for the Southwest corner of said 1.069 acre tract;
THENCE North 00°36'20" West along the West line of said 1.069 acre tract, for a distance of 348.72 feet to a 1/2 inch iron
rod with cap stamped "Arthur" found for the Northwest corner of said 1.069 acre tract, said point being in the South line of
said Jim Christal Road;
THENCE North 89°23'07" East along the North line of said 1.069 acre tract and the South line of said Jim Christal Road,
passing a 1/2 inch iron rod found for the Northeast corner of said 1.069 acre tract and the Northwest corner of said 1.33 acre
tract at a distance of 60.11 feet, and continuing along the North line of said 1.33 acre tract and the South line of said Jim
Christal Road, for a total distance of 347.13 feet to the POINT OF BEGINNING, and containing 2.403 acres of land more or
less.
Page 4 of 4
I W14 Is I I Rug
To: City of Denton, a Texas home -rule municipal corporation ("Purchaser"), and Republic
Title of Texas, Inc., ("Title Company"):
This is to certify to City of Denton, a Texas home -rule municipal corporation
("Purchaser"), Eagle Farms, Inc., a Texas corporation, and John Porter Auto Sales, Inc., a Texas
corporation, (collectively "Seller"), and Republic Title of Texas, Inc., ("Title Company") that
this map or plat and the survey on which it is based were made in accordance with Texas Society
of Professional Surveyors requirements for a Category 1-A, Condition III land title survey of the
Property, and under the Accuracy Standards as adopted by ALTA, HSPS, and ACSM and in
effect on the date of this certification. The undersigned certifies that the Positional Uncertainties
resulting from the survey measurements made on the survey do not exceed the allowable
Positional Tolerance. The undersigned further certifies to Purchaser and Title Company that
(a) this survey is true and correct and was made on the ground under my supervision as per the
field notes shown hereon and correctly shows the boundary lines and dimensions and area of the
land indicated hereon and each individual parcel thereof indicated hereon; (b) all monuments
shown hereon actually exist, and the location, size, and type of such monuments are correctly
shown; (c) the subject Property described in this survey is the same land as described in the title
commitment described below; (d) this survey and the information, courses, and distances shown
on it are correct; (e) this survey correctly shows the size, location, and type of any buildings,
structures, other improvements, and visible items on the subject Property and that any buildings
and improvements are within the boundary lines and applicable setback lines of the subject
Property; (f) this survey correctly shows the location and dimensions of all alleys, streets, roads,
rights of way, easements, building setback lines, and other matters of record of which the
undersigned has been advised affecting the subject Property according to the legal description in
such easements and other matters (with instrument, book, and page number indicated); (g) except
as shown, there are no visible (1) improvements, easements, rights of way, party walls, drainage
ditches, streams, uses, discrepancies, or conflicts, (2) party walls or encroachments onto
adjoining premises, streets, or alleys by any of the buildings, structures, or other improvements,
(3) encroachments onto the subject Property by buildings, structures, or other improvements on
adjoining premises, or (4) encroachments on any easement, building setback line, or other
restricted area by any buildings, structures, or other improvements on the subject Property;
(h) the distance from the nearest intersecting street or road is as shown hereon; (i) the subject
Property abuts a dedicated public street or road as shown hereon; 0) any discharge into streams,
rivers, or other conveyance system is shown on this survey; (k) if the subject Property consists of
two or more parcels having common boundaries, those parcels are contiguous along the common
boundaries; (1) except as shown, no part of the Property is located in a 100 -year flood plain or in
an identified "flood prone area," as defined under the Flood Disaster Protection Act of 1973, as
amended, as reflected by Flood Insurance Rate Map Panel No.uy , dated
, which covers the area in which the Property is situated, and this survey correctly
indicates the zone designation of any area as being in the 100 -year flood plain or "flood prone
area"; (m) no portion of the subject Property lies within a delineated wetlands area under federal,
state, or local law or policy; (n) except as shown on this survey, the subject Property does not
serve any adjoining premises for drainage, utilities, or ingress or egress; (o) the record
description of the subject Property forms a mathematically closed figure; and (p) the subject
Property has a tax map designation separate and distinct from that of any other premises, and the
subject Property is a separate, legally subdivided parcel. The undersigned has received and
examined a copy of Title Insurance Commitment No. issued by Title
Company for the Property as well as a copy of each instrument listed therein, and the location of
any matter shown thereon, to the extent it can be located, has been shown on this survey.
[Signature of Surveyor]
[Printed Name of Surveyor]
[R.P.S. No. of Surveyor]
[Date Signed]
[Seal]
1 *14 a, I I I.
Notice of confidentiality rights: If you are a natural person, you may remove or strike any
or all of the following information from any instrument that transfers an interest in real
property before it is filed for record in the public records: your Social Security number or
your driver's license number.
Date:
Grantor: Eagle Farms, Inc., a Texas corporation, and John Porter Auto Sales, Inc., a Texas
corporation
Grantor's Mailing Address:
John Porter Auto Sales, Inc.
1801 Hinkle Drive, Suite 150
Denton, Texas 76201
Grantee: City of Denton, a Texas home -rule municipal corporation
Grantee's Mailing Address:
215 E. McKinney St.
Denton, Texas 76201
Consideration: Cash and other good and valuable consideration, the receipt and sufficiency of
where are hereby acknowledged
Property (including any improvements, rights, privileges, hereditaments and appurtenances
thereon on in any way appertaining thereto):
See attached Exhibit A.
Reservations from Conveyance:
1. For Grantor and Grantor's successors and assigns forever, a reservation of
all subsurface oil, gas, and minerals of every kind and character, including, without
limitation, coal, lignite coal, coal bed methane gas, sulfur, uranium and any other mineral
substance now or hereafter of any commercial value (the "Minerals") in and under and
that may be produced or otherwise extracted in any way from the Property. If the
Property is subject to existing production or an existing lease, this reservation includes
the production, the lease, and all benefits from it.
2. Grantor waives the right to enter on to the surface of the Property in
conducting operations of whatsoever nature with respect to the exploration for,
Page 1 of 4 - Special Warranty Deed (Eagle Farms -Porter Auto Sales)
exploitation of, mining and production, processing, transporting, and marketing the
Minerals and that may be produced or otherwise extracted in any way from the Property
or in connection with the conduct of other activities associated with its ownership of the
Minerals in the Property; provided, however, the foregoing waiver of surface rights shall
not be construed as a waiver of the right of Grantor to exploit, explore for, develop, mine,
or produce such Minerals with wells drilled on the surface of lands other than the
Property or by pooling its oil, gas and mineral interests with lands adjoining the Property
in accordance with the laws and regulations of the State of Texas. Grantor and its
contractors, agents and affiliated entities shall have the right to enter the subsurface of the
Property with a subsurface horizontal or directional wellbore in an effort to explore for
and develop the Minerals under the Property.
Exceptions to Conveyance and Warranty:
See attached Exhibit `B".
Grantor, for the Consideration and subject to the Reservations from Conveyance and the
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 way belonging, to have
and to hold it to Grantee and Grantee's heirs, successors, and assigns forever. Grantor binds
Grantor and Grantor's heirs and successors to warrant and forever defend all and singular the
Property to Grantee and Grantee's heirs, successors, and assigns against every person
whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by,
through, or under Grantor but not otherwise, except as to the Reservations from Conveyance and
the Exceptions to Conveyance and Warranty.
When the context requires, singular nouns and pronouns include the plural.
GRANTEE HAS RELIED SOLELY UPON ITS OWN EXAMINATIONS AND
INVES'T'IGA'T'IONS IN PURCHASING THF, PROPERTY. GRANTEf', IS ACCEPTING
THE PROPERTY "AS IS" AND "WHERE IS." AND WITH ALL FAULTS, SUBJECT
TO THE SPACIAL WARRANTY OF TITLE SET FORTH HEREIN.
--- This space left blank intentionally ---
Page 2 of 4 - Special Warranty Deed (Eagle Farms -Porter Auto Sales)
GRANTOR:
EAGLE FARMS, INC., a Texas corporation
By:
Signature
Printed Name
President
JOHN PORTER AUTO SALES, INC., a Texas corporation
By:
Signature
Printed Name
President
State of Texas §
Denton County §
ACKNOWLEDGMENTS
This instrument was acknowledged before me on the
[name of officer] as
Farms, Inc., a Texas corporation, on behalf of said corporation.
State of Texas
Denton County
day of November, 2016 by
[title] of Eagle
Notary Public, State of Texas
This instrument was acknowledged before me on the _ day of November, 2016 by
[name of officer] as [title] of John
Porter Auto Sales, Inc., a Texas corporation, on behalf of said corporation.
Notary Public, State of Texas
Page 3 of 4 - Special Warranty Deed (Eagle Farms -Porter Auto Sales)
GRANTEE:
CITY OF DENTON, a Texas home -rule municipal corporation
By:
Howard Martin, Interim City Manager, under the authority
of City of Denton Ordinance No. 2016 -
ATTEST:
Jennifer Walters, City Secretary
RAW V
LTIUF101,:�_04 i INN
ACKNOWIXOGMENTS
State of Texas
Denton County
This instrument was acknowledged before me on the
[name of officer] as _
Farms, Inc., a Texas corporation, on behalf of said corporation.
After recording, return to:
Real Estate and Capital Support
City of Denton
Service Center Complex
901-B Texas St.
Denton, Texas 76209
day of November, 2016 by
[title] of Eagle
Notary Public, State of Texas
Page 4 of 4 - Special Warranty Deed (Eagle Farms -Porter Auto Sales)
ORDINANCE NO, 2016-302
AN ORDINANCE AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO
EXECUTE A REAL ESTATE SALES CONTRACT BETWEEN THE CITY OF DENTON, A
TEXAS HOME -RULE MUNICIPAL CORPORATION, AS PURCHASER, AND EAGLE
FARMS, INC., A TEXAS CORPORATION, AND JOHN PORTER AUTO SALES, INC., A
TEXAS CORPORATION, (COLLECTIVELY "OWNER"), AS SELLER, TO ACQUIRE FEE
TITLE TO A 340.469 ACRE TRACT SITUATED IN THE GIBSON MYERS SURVEY,
ABSTRACT NO. 843, THE JOHNSON, GREEN, MYERS, AND BRUMMELL SURVEY,
ABSTRACT NO. 1699, THE MOSES H. DAVIS SURVEY, ABSTRACT NO. 377, AND THE
WILLIAM WILBURN SURVEY, ABSTRACT NO. 1419, LOCATED IN THE CITY OF
DENTON, DENTON COUNTY, TEXAS, GENERALLY SOUTH OF JIM CHRISTAL ROAD,
EAST OF HICKORY CREEK COURT, AND NORTH OF TOM COLE ROAD, AND MORE
PARTICULARLY DESCRIBED IN EXHIBIT "A" ("PROPERTY INTEREST") FOR THE
PURCHASE PRICE OF ELEVEN MILLION AND FIVE HUNDRED THOUSAND
DOLLARS AND NO CENTS ($11,500,000.00), AND OTHER CONSIDERATION, AS
PRESCRIBED IN THE REAL ESTATE SALES CONTRACT (THE "CONTRACT");
AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, the City of Denton ("City") made a bona fide offer to Eagle Farms, Inc., a
Texas corporation, and John Porter Auto Sales, Inc., a Texas corporation, (collectively "Owner")
to purchase the Property Interest;
WHEREAS, the Owner has made a counteroffer to the offer of the City;
WHEREAS, the City is amenable to the counteroffer, and finds that it is in the best
interest to agree to same; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager, or his designee, is authorized (a) to execute on behalf
of the City (i) the Real Estate Sales Contract, between the City and Owner, substantially in the
form attached as Exhibit "A", with a purchase price of $11,500,000.00 and other consideration,
plus costs and expenses, all as prescribed in the Real Estate Sales Contract; and (ii) any other
documents necessary for closing, or terminating, the transaction contemplated by the Real Estate
Sales Contract; and (b) to make expenditures in accordance with the terms of the Real Estate
Sales Contract.
SECTION 2. If any section, article, paragraph, sentence, phrase, clause or word in this
ordinance, or application thereof to any persons or circumstances, is held invalid or
unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of
the remaining portions of this ordinance; the City Council declares that it would have ordained
such remaining portion despite such invalidity, and such remaining portion shall remain in full
force and effect.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the ay of S h ember, x}16,
CHRIS W TTS, MA
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By: io_ r
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By:,
ON Dowulorual ' ♦ !
STATE OF TEXAS §
§ RIGHT OF ENTRY AND GRANT OF POSSESSION
COUNTY OF DENTON §
COMES NOW Eagle Farms, Inc,, a Texas corporation, and John Porter Auto Sales, Inc., a Texas
corporation, (collectively "Owner"), and City of Denton, a Texas home -rule municipal
corporation in Denton County, Texas ("City"), and enter into this RIGHT OF ENTRY AND GRANT
OF POSSESSION as follows:
1. Owner owns and holds a fee interest in and to certain real property located in
Denton, Denton County, Texas (the "Property"), which Property is more fully described in the
attached Exhibit "A".
2. The City is in the process of acquiring fee title to the Property in connection with
a public improvement Project called the Denton Energy Center Project ("Project"). The City
seeks interests in the Property in connection with the Project by either voluntary sale/purchase,
by exercise of eminent domain or by a balancing of public interests proceeding.
3. It is necessary for the City to enter upon and take exclusive possession of the
Property for matters related to the Project for the sole purpose of surveying and making a
physical inspection and/or sampling and testing of the soil, air and groundwater, including, but
not limited to, the installation of soil borings, test pits and/or groundwater monitoring wells, the
use of geophysical equipment, the use of drilling equipment for collection of soil and sediment
samples, the logging, gauging and sampling of existing wells, preparation of site sketches, taking
photographs, and any testing or sampling of groundwater, soil, surface water, sediments, air, soil
vapor or other material deemed appropriate by City, and installing environmental and/or silt
fencing.
Page I of 6 — RIGHT OF ENTRY AND GRANT OF POSSESSION
4. NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS that Owner,
for and in consideration of the amount of ten and no/100`" dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Owner
as having been paid in hand by the City, has granted, sold, and conveyed, and by these presents
does grant, sell and convey to City the irrevocable and exclusive (to Owner) right to enter upon
and possess the Property for a period of sixty (60) days for the sole purpose of surveying and
making a physical inspection and/or sampling and testing of the soil, air and groundwater,
including, but not limited to, the installation of soil borings, test pits and/or groundwater
monitoring wells, the use of geophysical equipment, the use of drilling equipment for collection
of soil and sediment samples, the logging, gauging and sampling of existing wells, preparation of
site sketches, taking photographs, and any testing or sampling of groundwater, soil, surface
water, sediments, air, soil vapor or other material deemed appropriate by City, and installing
environmental and/or silt fencing, together with all and singular the rights and appurtenances
thereto in any way belonging, to have and to hold it to the City, its successors and assigns.
Owner binds Owner and Owner's heirs and successors to warrant and forever defend all and
singular the Owner's rights of entry and possession herein granted and conveyed against every
person whomsoever lawfully claiming or to claim the same or any part thereof. The money
consideration set forth above shall be applied and credited toward the price paid for the rights to
the Property acquired or taken, whether negotiated through voluntary sale or by way of final
judgment in an eminent domain proceeding, as the case may be.
5. City acknowledges and agrees that Owner, by consent to this RIGHT OF ENTRY
AND GRANT OF POSSESSION, in no manner waives any rights it may have to seek any and all
damages recoverable under Texas Property Code Chapter 21 or via a common law balancing of
public interests proceeding from or against the City for the land interest taken and for their
remainder interests in the Property, subject to a credit applied for amount of consideration recited
herein.
Page 2 Of 6 — RIGHT OF ENTRY AND GRANT OF POSSESSION
6. Owner acknowledges and agrees that City, by consent to this RIGHT OF ENTRY
AND GRANT OF POSSESSION, in no manner waives any of its rights to acquire the full fee title or
any other lesser interest in and to the Property and/or any outstanding remaining interests in third
parties, by eminent domain or otherwise.
7. City acknowledges and agrees that Owner makes no representations, expressed or
implied, as to the condition of the Property or as to the suitability of the Property for the
purposes to which the Property is intended to be used by the City.
8. Prior to closing of any negotiated agreement for permanent interest rights, Owner
agrees to provide City a copy of necessary documents which affect the Property.
9. This RIGHT OF ENTRY AND GRANT OF POSSESSION shall be effective for sixty (60)
days following the Effective Date of hereof, at which time this RIGHT OF ENTRY AND GRANT OF
POSSESSION shall terminate, with no effect on future agreements between the Parties.
Effective Date: The date this agreement is executed by the City.
- This space left blank intentionally ---
Page 3 of 6 — RIGHT OF ENTRY AND GRANT OF POSSESSION
OWNER:
EAGLE FARMS, INC., a Texas corporation
B
Y
Signature
Printed Name
1,4
Title
Signed on the Zo day of pc�� , 2016,
JOHN PORTER AUTO SALES, INC.,
a Texas corporation
/4/
By:..
Signature
Printed Name
Title
Signed on the 00 day of 2016.
Pa rW 4 of 6 — RIGHT op, Emmy AND GRANT of Posmssi N
Acknor ledgemexits
State of Texas §
Denton County §
This instrument was acknowledged before me on the day of f,Jwcj ; 2016 by
[printed name of signatory], as the
r�co
title] of Eagle Farms, Inc, a Texas corporation, on behalf
of said�i�vl—
j(l1"1E�WE ittt4 T3
Notary ib # 10243293
My Commission Expires
March 13. 2020
State of Texas §
Denton County §
Notary Public, State of Texas
This instrument was acknowledged before me on the —90-vkday of (�,JI2¢.4— , 2016 by
[printed name of signatory], as the
! kr` [title] of John Porter Auto Sales, Inc, a Texas corporation,
kbk9poration. c a r'
[notary stamp]
Notary Public, State of Texas
EcKATHERINE SITTON PORTER
Notary 10 * 10243293
My Commission Expires
.. March 13, 2020
Page 5 of 6— RIGIIT OF ENTRY AND GRANT OF POSSESSION
CITY OF DENTON, TEXAS
By: I
HOWARD MARTIN,
INTERIM CITY MANAGER
F—volms
JENNIFER'll'ALTEAS,—CITI'-g-L-U�E�-I
BY:
APP OV D S TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
Upon Filitig_Return To:
City of Denton -Engineering
Attn: Paul Williamson
901 -A Texas Street
Denton, TX 76209
Pagc 6 of 6 — RIGHT OF ENTRV AND GRANT OF POSSESSION
Date: 2016
Dateb- -d 2016
I .A
Date::4, 2016
EXHIBIT "A"
LEGAL DESCRIPTION
Eagle Farms and John Porter Auto Sales Tract
BEING a tract of land situated in the Gibson Myers Survey, Abstract No. 843, the Johnson, Green, Myers and Brummett
Survey, Abstract No. 1699, the Moses H. Davis Survey, Abstract No. 377 and the William Wilburn Survey, Abstract No.
1419, City of Denton, Denton County, Texas, and being a part of a called 691.64 acre tract of land described in a Deed to
Eagle Farms, Inc. and John Porter Auto Sales, Inc., as recorded in Document No. 93-077959 of the Real Property Records
of Denton County, Texas, and being more particularly described as follows:
BEGINNING at a point for corner in the North line of the above cited 691.64 acre tract, said point being the Northeast corner
of a called 5.700 acre tract of land described in a Deed to Everette Newland, as recorded in Document No. 2012-19340 of
the Official Records of Denton County, Texas, said point also being in the center of Jim Christal Road, a variable width
prescriptive right-of-way;
THENCE North 89°21'52" East along the North line of said 691.64 acre tract, and along said Jim Christal Road, for a
distance of 1245.67 feet to a PK nail set for corner;
THENCE North 89°31'54" East continuing along the North line of said 691.64 acre tract, and along said Jim Christal Road,
for a distance of 693.00 feet to a PK nail set for corner at the beginning of a non -tangent curve to the right;
THENCE in a Southeasterly direction, along the North line of said 691.64 acre tract and along said Jim Christal Road, and
along said non -tangent curve to the right having a central angle of 18°20'O0", a radius of 1059.69 feet, a chord bearing of
South 82°18'06" East, a chord distance of 337.63 feet and an arc length of 339.07 feet to a PK nail set for corner at the end
of said curve;
THENCE South 72 18'58' East continuing along the North line of said 691.64 acre tract, and along said Jim Christal Road,
for a distance of 172.83 feet to a PK nail set for corner in the West line of a called 24.265 acre tract of land described as
Tract 2 in a Deed to Lybbert Family Trust, as recorded in Document No. 2009-5235 of the Official Records of Denton
County, Texas,
THENCE South 00°00'04" East departing the North line of said 691.64 acre tract and said Jim Christal Road, and along the
West line of said 24.265 acre tract, for a distance of 84.71 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner at
the Southwest corner of said 24.265 acre tract;
THENCE South 88°09'34" East along the South line of said 24.265 acre tract, for a distance of 191.10 feet to a 5/8 inch iron
rod found for the Southeast corner of said 24.265 acre tract and the Southwest corner of a called 2.95 acre tract of land
described in a Deed to JHR Construction Co., Inc., as recorded in Volume 4457, Page 1807 of the Real Property Records of
Denton County, Texas;
THENCE South 86°34'38" East along the South line of said 2.95 acre tract, for a distance of 264.31 feet to a point for the
Southeast corner of said 2.95 acre tract;
THENCE North 00°20'53" West along the East line of said 2.95 acre tract, for a distance of 8.53 feet to a point for corner
near the centerline said Jim Christal Road and the North line of said 691.64 acre tract;
THENCE South 87°21'11" East along the North line of said 691.64 acre tract, and along said Jim Christal Road, for a
distance of 644.00 feet to a point for corner;
THENCE South 86°41'11" East continuing along the North line of said 691.64 acre tract, and along said Jim Christal Road,
for a distance of 555.19 feet to a point for corner;
THENCE South 85°46'07" East continuing along the North line of said 691.64 acre tract, and along said Jim Christal Road,
for a distance of 112.81 feet to a point for the Northwest corner of a called 23.076 acre tract of land described in a Deed to
the City of Denton, Texas, as recorded in Document No. 2010-9442 of the Official Records of Denton County, Texas;
THENCE South 08°12'59" East departing the North line of said 691.64 acre tract and said Jim Christal Road, and along the
West line of said 23.076 acre tract, for a distance of 1264.36 feet to a point for the Southwest corner of sarne, said paint also
being in the North line of a called 9.679 acre tract of land described in a Judgment as Cause No. CV -92-00522-C, and being
recorded in Document No, 94-071012 of the Real Property Records of Denton County, Texas;
THENCE North 89°46'03" West along the North line of said 9.679 acre tract, for a distance of 145.10 feet to a point for the
Northwest corner of same;
Page 1 of 4
THENCE South 07°25'04" East along the West line of said 9.679 acre tract, passing the Southwest corner of same and an
interior ell corner of said 691.64 acre tract at a distance of 504.51 feet, and continuing along the East line of said 691.64 acre
tract for a total distance of 2015.34 feet to a 1/2 inch iron rod with cap stamped "Vannoy 563-7101" found for an interior
Southeast corner of said 691.64 acre tract;
THENCE North 89'21'21" West continuing along the East line of said 691.64 acre tract, for a distance of 50.07 feet to a 1/2
inch iron rod with cap stamped "Vannoy 563-7101" found for an interior ell corner of same, said point being in the Northwest
line of Tom Cole Road;
THENCE South 24°52'16" West continuing along the East line of said 691.64 acre tract and the Northwest line of said Tom
Cole Road, for a distance of 660.00 feet to a 1/2 inch iron rod found for the most Southerly Southeast corner of said 691.64
acre tract;
THENCE North 89°27'53" West along the South line of said 691.64 acre tract and the North line of said Tom Cole Road, for
a distance of 1441.63 feet to a 1/2 inch iron rod found for the most Easterly Northeast corner of a called 116.088 acre tract of
land described in a Deed to Nucon Steel Commercial Corporation, as recorded in Volume 5255, Page 5740 of the Real
Property Records of Denton County, Texas;
THENCE North 88°50'56" West along the South line of said 691.64 acre tract and the most Easterly North line of said
116.088 acre tract, for a distance of 297.54 feet to a 1/2 inch iron rod found for the most Southerly Southwest corner of said
691.64 acre tract and an interior ell corner of said 116.088 acre tract;
THENCE North 00°13'05" West along the most Southerly West line of said 691.64 acre tract and the most Northerly East line
of said 116.088 acre tract, for a distance of 1004.53 feet to a 1/2 inch iron rod with cap stamped "Vannoy 563-7101" found
for the most Northerly Northeast corner of said 116.088 acre tract and an interior ell corner of said 691.64 acre tract;
THENCE North 89°50'49" West along the South line of said 691.64 acre tract and the North line of said 116.088 acre tract,
for a distance of 2358.32 feet to a 1/2 inch iron rod found for corner at an interior Southwest corner of said 691.64 acre tract
and the Northwest corner of said 116.088 acre tract, said point also being in the East line of a called 152 acre tract of land
described in a Deed to Walter B. (Bud) Wolf„ as recorded in Volume 533, Page 541 of the Deed Records of Denton County,
Texas;
THENCE North 00°26'46" East along an interior West line of said 691.64 acre tract and the East line of said 152 acre tract,
for a distance of 599.88 feet to a 1/2 inch iron rod with cap stamped "Vannoy 563-7101" found for corner at an interior ell
corner of said 691.64 acre tract and the Northeast corner of said 152 acre tract;
THENCE North 89°19'25" West along the South line of said 691.64 acre tract and the North line of said 152 acre tract,
passing a 5/8 inch iron rod with cap stamped "TNP" set for reference at a distance of 783,B1 feet, and continuing along said
line for a total distance of 845.95 feet to a point for corner in the center of Hickory Greek, said point being the Southeast
corner of a called 10.036 acre tract of land described in a Deed to Charles L Gregory and wife, Mary R. Gregory„ as
recorded in Document No. 94-038707 of the Real Property Records of Denton County, Texas, from which a 1/2 inch iron rod
found for the Southwest corner of said 10.036 acre tract bears North 89°19'25" West a distance of 806.13 feet;
THENCE North 42°03'00" East departing the South line of said 691.64 acre tract, and along the center of said Hickory
Creek, for a distance of 253.13 feet to a point for corner, from which a 5/8 inch iron rod with cap stamped "TNP" set for
reference bears South 4757'34" East a distance of 62.00 feet;
THENCE North 27°10°39" East continuing along the center of said Hickory Creek, for a distance of 658,88 feet to a point for
corner in the South line of a called 18.000 acre tract of land described in a Deed to Everette Newland and wife, Jennifer
Newland, as recorded in Document No. 2008-58941 of the Official Records of Denton County, Texas;
THENCE South 79°38'43" East departing said Hickory Creek, and along the South line of said 18.000 acre tract, passing a
5/8 inch iron rod with cap stamped "TNP" set for reference at a distance of 62,00 feet, and continuing along the South line of
said 18.000 acre tract for a total distance of 154.34 feet to a 1/2 inch iron rod found for the Southeast corner of said 18.000
acre tract and the Southwest corner of the above cited 5.700 acre tract;
THENCE South 87°40'32" East along the South line of said 5.700 acre tract, for a distance of 128.07 feet to a 1/2 inch iron
rod with cap stamped "RPLS 4857" found for the Southeast corner of said 5.700 acre tract;
THENCE North 00°42'44'° East along the East line of said 5.700 acre tract, passing a 1/2 inch iron rod with cap stamped
"RPLS 4857" found for reference in the South line of said Jim Christal Road at a distance of 1688.82 feet, and continuing
Page 2 of 4
along said East line for a total distance of 1712.82 feet to the POINT OF BEGINNING, and containing 349.644 acres of land,
LESS, SAVE AND EXCEPT a 6.772 acre tract described herein as SAVE AND EXCEPT TRACT ONE and a 2.403 acre
tract described herein as SAVE AND EXCEPT TRACT TWO, leaving a net acreage of 340.469 acres of land, more or less.
Said SAVE AND EXCEPT TRACTS ONE AND TWO being more particularly described as follows:
SAVE AND EXCEPT TRACT ONE
BEING a 6.772 acre tract of land situated in the Johnson, Green, Myers and Brummett Survey, Abstract No. 1699, City of
Denton, Denton County, Texas, and being known as Lot 1, Block 1 of Krum Tap Electrical Switch Station, per Plat recorded
in Document No. 2010-3 of the Plat Records of Denton County, Texas, and being more particularly described as follows:
COMMENCING at a point for corner in the North line of called 691.64 acre tract of land described in a Deed to Eagle Farms,
Inc. and John Porter Auto Sales, Inc., as recorded in Document No. 93-077959 of the Real Property Records of Denton
County, Texas, said point being the Northeast corner of a called 5.700 acre tract of land described in a Deed to Everette
Newland, as recorded in Document No. 2012-19340 of the Official Records of Denton County, Texas, said point also being
in the center of Jim Christal Road, a variable width prescriptive right-of-way;
THENCE North 89°21'52" East along the North line of said 691.64 acre tract, and along said Jim Christal Road, for a
distance of 1118.72 feet to a point for corner;
THENCE South 19°26'51" West departing the North line of said 691.64 acre tract and said Jim Christal Road, passing a 1/2
inch iron rod found for the Northeast corner of a called 1.33 acre tract of land described in a Deed to the City of Denton,
Texas, as recorded in Volume 1185, Page 999 of the Deed Records of Denton County, Texas, at a distance of 25.32 feet,
and continuing along the East line of said 1.33 acre tract for a total distance of 164.33 feet to a 5/8 inch iron rod with cap
stamped "TNP" set for corner at the most Easterly North corner of a called 1.069 acre tract of land described in a Deed to the
City of Denton, Texas, as recorded in Document No. 2007-108566 of the Official Records of Denton County, Texas;
THENCE South 00°36'34" East departing the East line of said 1.33 acre tract, and along the East line of said 1.069 acre
tract, for a distance of 93.36 feet to a 1/2 inch iron rod found for corner;
THENCE South 19°27'37" West continuing along the East line of said 1.069 acre tract, for a distance of 132.79 feet to a 1/2
inch iron rod with cap stamped "Arthur" found for the Southeast corner of said 1.069 acre tract;
THENCE South 11 °07'48' West departing the Southeast corner of said 1.069 acre tract, for a distance of 116.38 feet to a 5/8
inch iron rod found for corner at the POINT OF BEGINNING for the herein described tract, said point being the Northwest
corner of the above cited Lot 1;
THENCE North 89°39'51" East along the North line of said Lot 1, for a distance of 500.21 feet to a 5/8 inch iron rod found for
the Northeast corner of same;
THENCE South 00°20'53" East along the East line of said Lot 1, for a distance of 500.10 feet to a 5/8 inch iron rod found for
the Southeast corner of same;
THENCE South 89°39'01" West along the South line of said Lot 1, for a distance of 679.36 feet to a 5/8 inch iron rod found
for the Southwest corner of same;
THENCE North 19°21'24" East along the West line of said Lot 1, for a distance of 531.34 feet to the POINT OF BEGINNING,
and containing 6.772 acres of land, more or less;
SAVE AND EXCEPT TRACT TWO
BEING a 2,403 acre tract of land situated in the Johnson, Green, Myers and Brummett Survey, Abstract No. 1699, City of
Denton, Denton County, Texas, and being known as all of that certain 1.33 acre tract of land described in a Deed to the City
of Denton, Texas, as recorded in Volume 1185, Page 999 of the Deed Records of Denton County, Texas, and all of that
certain 1.069 acre tract of land described in a Deed to the City of Denton, Texas, as recorded in Document No. 2007-108566
of the Official Records of Denton County, Texas, and being more particularly described as follows:
COMMENCING at a point for corner in the North line of called 691.64 acre tract of land described in a Deed to Eagle Farms,
Inc. and John Porter Auto Sales, Inc., as recorded in Document No. 93-077959 of the Real Property Records of Denton
County, Texas, said point being the Northeast corner of a called 5,700 acre tract of land described in a Deed to Everette
Newland, as recorded in Document No. 2012-19340 of the Official Records of Denton County, Texas, said point also being
in the center of Jim Christal Road, a variable width prescriptive right-of-way;
Page 3 of 4
THENCE North 89°21'52" East along the North line of said 691.64 acre tract, and along said Jim Christal Road, for a
distance of 1118.72 feet to a point for corner;
THENCE South 19°26'51" West departing the North line of said 691.64 acre tract and said Jim Christal Road, for a distance
of 25.32 feet to a 1/2 inch iron rod found for corner at the POINT OF BEGINNING for the herein described tract, said point
being the Northeast corner of the above cited 1.33 acre tract;
THENCE South 19°26'51" West along the East line of said 1.33 acre tract, for a distance of 139.01 feet to a 5/8 inch iron rod
with cap stamped "TNP" set for corner at the most Easterly North corner of the above cited 1.069 acre tract;
THENCE South 00°36'34" East departing the East line of said 1.33 acre tract, and along the East line of said 1.069 acre
tract, for a distance of 93.36 feet to a 1/2 inch iron rod found for corner;
THENCE South 19°27'37" West continuing along the East line of said 1.069 acre tract, for a distance of 132.79 feet to a 1/2
inch iron rod with cap stamped "Arthur" found for the Southeast corner of said 1.069 acre tract;
THENCE South 89°22'11" West along the South line of said 1.069 acre tract, for a distance of 253.91 feet to a 1/2 inch iron
rod with cap stamped "Arthur" found for the Southwest corner of said 1.069 acre tract;
THENCE North 00°36'20" West along the West line of said 1.069 acre tract, for a distance of 348.72 feet to a 1/2 inch iron
rod with cap stamped "Arthur" found for the Northwest corner of said 1.069 acre tract, said point being in the South line of
said Jim Christal Road;
THENCE North 89°23'07" East along the North line of said 1.069 acre tract and the South line of said Jim Christal Road,
passing a 1/2 inch iron rod found for the Northeast corner of said 1.069 acre tract and the Northwest corner of said 1.33 acre
tract at a distance of 60.11 feet, and continuing along the North line of said 1.33 acre tract and the South line of said Jim
Christal Road, for a total distance of 347.13 feet to the POINT OF BEGINNING, and containing 2,403 acres of land, more or
less.
Page 4 of 4
AMENDMENT OF
REAL ESTATE SALES CONTRACT
This AMENDMENT OF REAL ESTATE SALES CONTRACT ("Amendment") is
entered into by Eagle Farms, Inc., a Texas corporation, and John Porter Auto Sales, Inc., a
Texas corporation, (collectively "Seller"), and City of Denton, a Texas home -rule municipal
corporation ("Purchaser"),
RECITALS
Seller and Purchaser desire to extend certain terms of the REAL ESTATE SALES
CONTRACT ("Contract") dated September 20, 2016 and attached as Exhibit "A".
AGREEMENT
In consideration of these recitals, the mutual covenants, agreements, and obligations
stated below, and other good and valuable consideration, the receipt and sufficiency of which
are acknowledged, Seller and Purchaser agree as follows:
1. 5.1.(a) Time Period. This paragraph will be amended to read as
follows:
"For the Independent Contract Consideration (as defined in Section 12.10),
Purchaser will have until December 2, 2016 ("Review Period"), during which time
Purchaser, or its authorized agents or representatives, will be conducting its feasibility
review, inspection m)d examination of the Property and, to the extent necessary, will be
entitled to enter on the Property for the purpose of inspecting, examining, and
conducting tests on the Property; provided however, that Purchaser will return the
Property to its condition existing prior to such inspections, examinations or tests
promptly following the completion of such inspections, examinations or tests and
agrees to hold Seller harmless from any injuries, death or property damage that might
occur to Purchaser or Purchaser's contractors or employees during any entry onto the
Property "
2. 6.1. Closing Date. This paragraph will be amended to read as
follows:
"The consummation of the transactions contemplated by this Contract
("Closing") will take place in the offices of the 'Title Company, at 3:00 p.m. on
December 9, 2016."
3. All other terms and conditions of the Contract will remain the same
unless otherwise amended in writing by the parties.
Page I of 3 - Amendment to Real Estate Sales Contract (City of Denton/Eagle Farms -Porter Auto Sales)
SELLERS:
EAGLE FARMS, INC., a Texas corporation
By: a4AW -P. ahldl I/c �
Signature
Printed Name
s
a
Title
Signed on the �'"o day of November, 2016.
JOHN PORTER AUTO SALES, INC., a Texas corporation
Signature
AY,h --�>, And��L�
Printed Naive
Title
Signed on the Z �10 day of November, 2016.
Page 2 of 3 - Amendment to Real Estate Sales Contract (City of Denton/Eagle Farms -Porter Auto Sales)
PURCHASER:
CITY OF I FNTON, a Texas home -rule municipal corporation
By: � ..
Howard Martin, InitrinWiCity Manager, under the authority
of City of Denton Ordinance No. 2016 - 302
Signed on the -3 day of November, 2016.
ATTEST:
r rifer Walters, Cit Secretary
f
�A
PROM I S TO FORINT:
Anita Burgess, Cit Attorney,_
Page 3 of 3 - Amendment to Real Estate Sales Contract (City of Denton/Eagle Farms -Porter Auto Sales)