Loading...
2004-013 FILE REFERENCE FORM 2004-013 FILE(S) Date Initials First Amendment to Agreement - Ordinance No. 2006-012 01/03/06 JR Second Amendment to Agreement - Ordinance No. 2007-056 03/06/07 JR OP, OIN CE NO. ¢/- AN ORDINANCE ESTABLISHING AN ECONOMIC DEVELOPMENT PROGRAM UNDER CHAPTER 380 OF THE LOCAL GOVERNMENT CODE FOR MAKING GRANTS OF PUBLIC MONEY TO PROMOTE ECONOMIC DEVELOPMENT AND TO STIIVIULATE BUSINESS ACTIVITY IN THE CITY OF DENTON; APPROVING AN ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH TEASLEY PARTNERS, LTD. REGARDING THE DEVELOPMENT OF APPROXIMATELY 65 ACRES OF LAND LOCATED ADJACENT TO THE NORTH BOUND SERVICE ROAD OF 1-35E BETWEEN TEASLEY LANE AND FORT WORTH DRIVE IN THE CITY OF DENTON, TEXAS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Teasley Partners, Ltd. ("Developer") has made a request of the City of Denton to establish an economic development program under Chapter 380 of the Texas Local Government ("Chapter 380") to stimulate the development of commercial property within the City of Denton; and WHEREAS, the City Council by this ordinance is establishing an economic development program under Chapter 380 which will stimulate business activity in the City and promote the public interest (the "Program"); WHEREAS, to effectuate the Program the City and the Developer have negotiated an Economic Development Grant Agreement (the "Agreement"), a copy of which is attached hereto and made a part hereof by reference; and WHEREAS, the City Council finds that the Program and Agreement promote economic development and will stimulate commercial activity within the City of Denton for the benefit of the public; NOW, THEREFORE; THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this ordinance are incorporated into the body of this ordinance. SECTION 2. The Mayor or in case of her absence the Mayor Pro Tern, is hereby authorized to execute the Agreement on behalf of the City of Denton and to carry out the City's responsibilities and rights under the Agreement, including without limitation the authorization to make the expenditures set forth in the Agreement. SECTION 3. approval. PASSED AND APPROVED this the This ordinance shall become effective immediately upon its passage and ~/{ dayof (~/~-' ,2004. BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: HERBERT L. PROU~;~Y ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH TEASLEY PARTNERS, LTD. This Economic Development Program Grant Agreement ("Agreement") is made and entered into by and between TEASLEY PARTNERS, LTD. (the "Developer"), a Texas limited partnership, and the CITY OF DENTON (the "City"), a Texas municipal corporation, for the purposes and considerations stated below: Section 1. Authorization. This Agreement is made pursuant to the Economic Development Programs provisions of TEX. LOCAL GOVERNMENT CODE, Chapter 380 (the "Act") to promote local economic development and to stimulate business and commercial activity in the City of Denton. Section 2. Def'mitions. "Actual Cost" or "Actual Cost of the Public Participation Items", means the actual amount of money paid for the construction, design and other work listed among the Estimated Costs of the Public Participation Items at Exhibit A attached hereto, but as to construction and design applicable to such items, not to exceed the reasonable and customary cost for the construction and design of similar items in the Dallas-Fort Worth area. The parties agree and understand that the Actual Cost of any individual category of items listed may exceed the corresponding estimated amount listed in Exhibit A provided that the total amount of the Program Grant excluding Interest shall not exceed $6,800,000. "Grantee" means the Developer, its successors, or any party to whom Developer may assign this Agreement with the consent of the City. The City will not withhold consent of any reasonable request for assignment. "Improvements" means retail/apartment/commercial buildings containing a minimum of 125,000 square feet of floor area to be constructed on the Property in a manner consistent with other high quality retail/apartment/commercial venues located in the Dallas-Fort Worth area (the "Commercial Improvements") along with the Public Participation Items listed as Exhibit A attached hereto. "Interest" means interest on any unpaid balance of the Program Grant which shall accrue at a rate of 4% per annum, and shall be calculated and compounded monthly. The unpaid balance of the Program Grant shall be calculated based on the Actual Costs of the improvements and work represented as Public Participation Items in Exhibit A. As such Actual Costs are incurred by Grantee, such costs shall represent an equivalent component of the Program Grant for purposes of calculating Interest. Such Program Grant components shall accrue interest for the term of the Program from the date that Grantee incurs the corresponding costs for the design, construction, or other work representing the Public Participation Items or the date of this agreement, whichever is later. "Monthly Sales Tax Report" means the monthly report received from the Texas State Comptroller that shows the amount of Total Taxable Sales for a month period. "Program" means 180 consecutive monthly payments of economic development grant installments and accrued Interest approved by the City Council pursuant to the Act and this Agreement. "Program Effective Date" means the date upon which Grantee elects to begin participation in the Program, which may be the first day of any month following Tenant Occupancy, as provided in Section 3. "Program Grant" means a grant of ½ of 1 °A of the Total Taxable Sales for a period of 180 consecutive months, but not to exceed $6,800,000 plus accrued Interest, and not to exceed the Actual Cost of the Public Participation Items, to be paid by the City to the Grantee in 180 monthly installments during the term of the Program. "Property" means that certain tract of approximately 65 acres more particularly described in Exhibit B attached hereto. "Public Participation Items" means those improvements, design construction and other work and cost items described on Exhibit A. "Commericial Improvements" (see "Improvements".) "Substantial Completion of the Improvements" means with regard to any public works items, the date the contractor issues a certificate of completion, and for the Commericial Improvements the date of issuance of a certificate of occupancy by the City Building Official of a minimum of 125,000 square feet of the Commercial Improvements. "Total Taxable Sales" means the total amount of all sales from which sales and use tax is collected from businesses located on the Property, which includes taxable sales generated by Grantee during construction of Improvements. "Tenant Occupancy" means the date a certificate of occupancy is issued for a tenant of the Commercial Improvements. Section 3. Term This Agreement shall be effective as of the date of execution by both parties (the "Effective Date"). At any time following the Effective Date but not before Tenant Occupancy, the Grantee may elect to designate the first day of any month to be the Program Effective Date by providing written notice to the City of such election 60 days prior to the designated date. The term of the Program will be 180 consecutive months beginning on the date of the first Program Grant installment payment. This Agreement will terminate upon the earlier of a) the payment to Grantee of the full amount of the Program Grant, or b) payment in full of all 180 Program Grant installments pursuant to the computation method provided in Section 5 of this Agreement for each month during the term of the Program. 2 Section 4. Program Grant For each month of the Program Grant term, City agrees, subject to the conditions contained in this Agreement, to make a Program Grant installment payment to Grantee on or before thirty days following the City's receipt from the State Comptroller of the Monthly Sales Tax Report indicating sales tax revenue from businesses located on the Property. Monthly Program Grant installment payments shall be calculated as provided in Section 5 below. Tenant Occupancy shall be a condition precedent to the initiation of Program Grant payments. Program Grant payments may be withheld at any time if there are delinquent property taxes on the Property and will not be resumed antil such delinquency is cured. Notwithstanding anything contained herein to the contrary, the Program Grant installment payments will cease, this Agreement will automatically terminate, and Grantee will refund to the City all Program Grant payments previously made if there is not Substantial Completion of the Improvements by December 31, 2005. Section 5. Computation of Program Grant Program Grant installment payments for each month of the Program term shall be made in an amount equal to ½ of 1% of the Total Taxable Sales for the preceding month indicated by the most recent State Comptroller's Monthly Sales Tax Report for the Property. The City's obligation to make such payments is contingent upon the City's receipt of the Monthly Sales Tax Report. If the State Comptroller shall cease to issue Monthly Sales Tax Reports, City and Grantee shall cooperate to arrive at a reasonably equivalent and mutually agreeable alternative method of computing monthly installment payments. Section 6. Other Grantee Obligations In consideration of the Program Grant, Grantee agrees as follows: (a) The Commercial Improvements shall be designed and constructed to provide an attractive commercial environment consistent with other first class commemial centers in the Dallas-Fort Worth area. Design shall reflect an attention to architectural details, the use of high quality materials and f'mishes, visual interest, and articulation of building facades that is generally consistent with the design features shown in Exhibit C. (b) In the event of tenant turnover, Grantee shall diligently seek to obtain quality tenants that are new to the Denton retail market. However, existing Denton businesses shall not be prohibited from leasing space at the Property. (c) The Property will not be conveyed during the term of this Agreement to any entity whose ownership of the Property would cause the Property to become exempt from ad valorem taxes unless an agreement with the City to ensure a program of payments in lieu of ad valorem taxes has first been agreed upon. Section 7. Audits and Monitoring During the term of this Agreement, the City reserves the right to conduct audits of the sales and use tax records of businesses located on the Property if, in the sole opinion of the City, such action is determined to be necessary. Grantee agrees upon request to use reasonable efforts to assist the City in obtaining such records from tenant taxpayers. Failure to provide such assistance shall be grounds for default, and City may withhold any installment payment until such assistance is provided. During the term of this Agreement, the City will keep, or cause to be kept, copies of the Monthly Tax Reports and proper and current books and accounts in which complete and accurate entries shall be made of the amount of sales taxes received by the City from the State of Texas attributed to the Commemial Improvements and such other calculations, allocations and payments required by this Agreement. During the term, the City shall prepare within 180 days after the close of each fiscal year of the City, a complete financial statement for such year in reasonable detail covering the above information, and shall furnish a copy of such statement to Grantee. Upon the request of Grantee, and at Grantee's expense, City shall have the annual Program Grant financial statement prepared by an independent certified public accountant. Upon request of Grantee, City shall provide copies of City records related to the Program Grant to investors, lenders, or other parties designated by the Grantee. Section 8. Default If either party should default (the "Default Party") with respect to any of its obligations hereunder and should fail, within thirty (30) days after delivery of written notice of such default from the other party (the "Complaining Party") to cure such default, the Complaining Party, by action or proceeding at law or in equity, may be awarded its damages and/or specific performance for such default. The Complaining Party may exercise any other rights and remedies it may have under this Agreement or as provided by law which rights and remedies are cumulative. Section 9. Mutual Assistance The City and the Grantee shall do all things necessary or appropriate to carry out the terms and provisions of this Agreement and to aid and assist each other in carrying out the terms and provisions of this Agreement. Section 10. Indemnity It is understood and agreed that Grantee in performing its obligations hereunder is acting independently and the City assumes no responsibilities or liabilities in connection therewith to third parties and grantee agrees to defend, indemnify and hold harmless the City from and against any and all claims, suits, and causes of action of any nature whatsoever arising out of grantee's obligations hereunder. Grantee's indemnification obligations include the payment of reasonable attorney's fees and expenses incun'ed by the City in connection with such claims, suits, and causes of action. Section I1. Representations by the City The City represents that: (a) The City is a home rule Texas municipal corporation and has the power to enter into and has taken all actions to date required to authorize this Agreement and to carry out its obligations hereunder; (b) The City knows of no litigation, proceedings, initiative, referendum, investigation or threat of any of the same contesting the powers of the City or its officials with respect to this Agreement that has not been disclosed in writing to Grantee; (c) The City knows of no law, order, rule or regulation applicable to the City or to the City's governing documents that would be contravened by, or conflict with the execution and delivery of this Agreement. (d) This Agreement constitutes a valid and binding obligation of the City, enforceable according to its terms, except to the extent limited by bankruptcy, insolvency and other laws of general application affecting creditors' rights and by equitable principles, whether considered at law or in equity. Subject to the indemnity provided by Section 10 of this Agreement, the City will defend the validity of this Agreement in the event of any litigation arising hereunder that names the City as a party or which challenges the authority of the City to enter into or perform its obligations hereunder. City recognizes that Grantee intends to commence construction and expend substantial monies in reliance upon the accuracy of the representation and warranty of the City as set forth in this Section 11. Section 12. Representations and Warranties by Grantee Grantee represents that: (a) Grantee is a Texas limited parmership duly organized and validly existing under the laws of the State of Texas and is, or will prior to the effective date of this Agreement, be qualified to do business in the State of Texas; has the legal capacity and the authority to enter into and perform its obligations under this Agreement; (b) The execution and delivery of this Agreement and the performance and observance of its terms, conditions and obligations have been duly and validly authorized by all necessary action on its part to make this Agreement; (c) Grantee knows of no litigation proceeding, initiative, referendum, or investigation or threat of any the same contesting the powers of the City, Grantee or any of its principals or officials with respect to this Agreement that has not been disclosed in writing to the City; and (d) Grantee has the necessary legal ability to perform its obligations under this Agreement and has the necessary fmancial ability, through borrowing or otherwise, to construct the Improvements. This Agreement constitutes a valid and binding obligation of Grantee, enforceable according to its terms, except to the extent limited by bankruptcy, insolvency and other laws of general application affecting creditors' rights and by equitable principles, whether considered at law or in equity. Section 13. Rights of Lenders and Interested Parties The City is aware that financing for acquisition, development and/or construction of the Improvements may be provided, in whole or in part, from time to time, by one or more third parties, including, without limitation, lenders, major tenants, equity partners and purchasers or developers of portions of the Property (collectively, "Interested Parties"). In the event of default by Grantee, the City shall provide notice of such event of default at the same time notice is provided to Grantee, to any Interested Parties previously identified to the City. If any Interested Parties are permitted under the terms of its agreement with Grantee, to cum the event of default and/or to assume Grantee's position with respect to this Agreement, the City agrees to recognize such rights of any Interested Parties and to otherwise permit such Interested Parties to assume all of the rights and obligations of Grantee under this Agreement. The City shall, at any time upon reasonable request by Grantee, provide to any Interested Party an estoppel certificate or other document evidencing that this Agreement is in full force and effect and that no event of default by Grantee exists hereunder (or, if appropriate, specifying the nature and duration of any existing event of default). Upon request by any Interested Party, the City will enter into a separate assumption or similar agreement with such Interested Party, consistent with the provisions of this Section 13. Section 14. Changes and Amendments Except as specifically provided otherwise in this Agreement, any alterations or deletions to the terms of this Agreement shall be by written amendment executed by both parties to this Agreement. Section 15. Successors and Assigns This Agreement shall be binding on and inure to the benefit of the parties, their respective successors and assigns. The Grantee may assign all or part of its rights and/or obligations hereunder upon written consent of the City of such assignment. Section 16. Notice Any notice and/or statement required or permitted to be delivered shall be deemed delivered by depositing same in the United States mail, certified with return receipt requested, postage prepaid, addressed to the appropriate party at the following addresses, or at such other addresses provided by the parties in writing or to the fax numbers listed below; If to the Grantee: Teasley Partners, Ltd. Glenn Gunter 4653 Seneca Drive Ft. Worth, Texas 76137 Fax No. 817-656-5200 Ifto the City: City Manager City of Denton 215 E. McKinney Denton, Texas 76201 Fax No. 940.349.8596 Section 17. Venue The obligations of the parties to this Agreement are performable in Denton County, Texas, and if legal action is necessary to enforce same, exclusive venue shall lie in Denton, Texas. Section 18. Applicable Laws This Agreement is made subject to the provisions of the Charter and ordinances of City, as amended, and all applicable State and federal laws. Section 19. Governing Law This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. Section 20. Legal Construction/Partial Invalidity of Agreement In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Agreement shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. Section 21. Covenants Running with the Land. This Agreement or a memorandum of agreement signed by the parties shall be recorded in the Real Property Records of Denton County, Texas to evidence that the covenants contained herein are covenants running with the land described as the Property, inure to the benefit and are binding upon the Developer, City, their respective successors and assigns, and upon all subsequent owners of or anyone claiming an interest in the Property. EXECUTED and effective as of the/~ day o~]/~/2~4~, 2003, by City, signing by and through its City Manager, duly authorized to executo~same b-y a~{ion of the City Council and by Grantee, acting through its duly authorized officials. City Manager ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: BY: c~- ~ - GRANTEE: TEASLEY PARTNERS, LTD. BY Name: Glenn Gunter Managing Partner of Teasley Street LLC, General Partner ACKNOWLEDGMENTS STATE OF TEXAS ) COUNTY OF DENTON ) This instrument was acknowledged before me on the/~{day o~_]flgg/]~, 200~, by Michael A. Conduff, City manager of the City of Denton, Texas, on beh~If of said c~ty. Notary Public. State of Texas My Commission Expires June 27, 2005 N(~t-ary Public, in and for the State of Texas My Commission expires: ~/anq'7/O, ff- STATE OF TEXAS ) COUNTY OF ,/'J~"~,J ) This instnhment was acknowledged before me on the ,2,3Jday of ~57~-r~,~z~, 2003 by ~f_ ed g-~, ,o~(~& , general partner of Teasley Partners, Ltd., a Texas limited partnership, on behalf of said partnership. ANITA C. FEI~GU$ON NO~ PUBLIC ~e of Texas Notary Public, in and f~i~e State of Texas My Commission expires: EXHIBIT A Schedule 5: Estimated Reimbursable Project Costs Expense Description Quantity Unit Unit Cost Tota~ Cost During Year(s) PHASE I Street construction (Johnson & Ingman) Ingman Road Exis§ng one lane drive fronting 3 homes, north of Campus Part; Apartments Will improve Ingman Road into a Two Lane Blvd w/ Two Round Abouts, 50'public easement Johnson Road Two lane road, no sidewalks Will extend and improve ~wo-lane Johnson Road North from 1-35 Se/vice to Inman Rd. land acquisition or easements 1.0 ac. $206,910 $206,910 excavation and fill 43,560 cu. yd $3 $130,680 10' x 25' Pedestrian Crossing/Bridge 80 lin. ft. $1,250 $100,000 7" concrete paving w curbs 17,813 sq. yd. $23 $400,781 sidewalks 2,850 sq. yd. $27.50 $78,375 site stabilization & landscaping 17,100 sq. yd. $1.75 $29,925 miscellaneous $31,162 subtotal $977,833 2003 Drainage 10" curb inlets 18 ee $2,200 $39,600 21" RCP Class III 8,009 lin. fl. $32 $256,280 30" RCP Class III 960 lin. ft. $42 $40,320 39" RCP Class III 1,185 lin. ft. $62 $73,470 structural concrete 300 cu. yd $350 $105,000 miscellaneous rip rap $24,983 su~al $539,653 2003 Water utilities 12" main 1,920 lin. ft. $22 $42,240 6" gate valves 14 ee $500 $6,750 6" main 375 lin. ft. $11.50 $4,313 6" gate valves. 6 ea $650 $3,900 8" main 900 lin. ft. $13.70 $12,330 hydrants 12 ea $1,250 $15,000 H20 se~ces 53 ea $350 $18,375 Relocate 24" H20 line $150,000 miscellaneous reducers, tees, plugs $18,840 su~al $271,748 2003 Sanitary sewer 6" sewer service 16 ea $80~) $12,800 12" sewer service (0-30' deep) 2,560 lin. ft. $42.50 $108,800 manholes 13 ea $1,500 $19,200 miscellaneous $15,840 subtotal $156,640 2003 PHASE 2 Street construction (Johnson Road & New Road) Johnson Road -Will improve two-lane Johnson from Dougherty road south Inman Road (Connect thru to ~35, land acquisition or easements 0.5 ac. $206,910 $103,455 excavation and fill 14,520 cu. yd $3 $43,560 7" concrete paving w curbs 5,938 sq. yd. $23 $133,594 sidewalks 950 sq. yd. $27.50 $26,125 site stabilization 5,700 sq. yd. $0.75 $4,275 miscellaneous $15,348 Page 1 of 3 Schedule 5: Estimated Reimbursable Project Costs Description Quantity Unit Unit Cost Total Cost Expense During Year(s) subtotal Drainage 10" curb inlets 21" RCP Class 01 30" RCP Class Ill 39" RCP Class III structural concrete miscellaneous rip rap $326,357 6 ea $2,200 $13,200 200 lin. fi. $32 $6,400 320 lin. fl. $42 $13,440 395 lin. fl. $62 $24,490 100 cu. yd $350 $35,000 $33,310 2006 subt~al Water utilities 12" main 6" gate valves 6" main 6" gate valves 8" main hydrants H20 services miscellaneous reducers, tees, plugs $125,840 640 lin. ff. $21 $13,440 5 ea $500 $2,250 125 lin. ff. $11.50 $1,438 2aa $650 $1,300 300 lin. ff. $13.70 $4,110 4 ea $1,250 $5,000 18 ea $350 $6,125 $6,280 2006 subt~al Sanitary sewer 6" sewer service 12" sewer service (0-30' deep) manholes miscellaneous $39,943 4 ea $800 $3,200 640 lin. fl. $42.50 $27,200 3 ea $1,500 $4,800 $15,840 2006 subt~al Parks landscaping playground street/path lighting structural concrete trails -walks water features miscellaneous $51,040 subtotal Public Parking Structure land acquisition Underground (Retail) Crosswalk Concrete garage -public parking 19,360 sq. yd. $9 $174,240 Iea $35,000 22ea $2,000 $44,000 148 cu. yd $350 $51,800 2,667 sq. yd. $27.50 $73,343 36,300 cu. yd $4 $145,200 $47,120 $570,703 1.0 ac. $206,910 $206,910 80 lin. fl. $3,120 $249,600 200 spaces $9,000 $1,800,000 2006 2004 subt~al Interstate 35E Ramp Reversal Construction of Ramps Engineering $2,256,510 I is $970,800 I ~ $33,978 2OO4 Total Project Construction Costs $1,004,778 $6,321,043 2009 Page 2of3 Schedule 5: Estimated Reimbumable Project Costs Description Quantity Uni ,,, ~Unit Cost Soft Costs Legal Civil Engineering Surveying Misc. Total Cost During Year(s) $65,000 $107,091 $41,001 $8,605 Total Project Costs $221,697 $6,764,437 Page 3 of 3 EXHIBIT B The following describes a parcel or tract of land in the A. Hill Survey, Abstract #623 within the City of Denton, Denton County, Texas; Point of beginning located at the southwest comer of Lot 1 of the Woodhill Addition, a subdivision recorded in Cabinet C, Page 322 of the R.P.R.D.C.T., such comer also being located on the northern R.O.W. line of 1-35 E; Thence N 65° 16' 52" W from the point of beginning and following said R.O.W. line a distance of 99.89' to an IRF in said R.O.W.; Thence N 74o 00' 58" W following said R.O.W. a distance of 196.48' to an IRF found in said R.O.W. and also being in the west R.O.W. line of Centre Place Drive, said point also being the southeast comer of Lot 01, Block A of Centre Place, Phase 1, a subdivision recorded in Volume 489, Page 542 of the D.R.D.C.T.; Thence N 15° 52' 59" E following said Centre Place Drive R.O.W. a distance of 30.52' to an IRF in the eastern boundary line of said Centre Place subdivision; Thence N 080 27' 34" E following said Centre Place Drive R.O.W. a distance of 69.80' to an IRF; Thence N 04° 56'21" E following said Centre Place Drive R.O.W. a distance of 50.12' to an IRF; Thence N 00° 56' 06" E following said Centre Place Drive R.O.W. a distance of 193.46' to an IRF; Thence N 89o 21' 02" W a distance of 218.91' to an IRF located in the eastern botmdary line of Tract 1 to Brookvest Inc; recorded in Volume 4057, Page 740 of the D.R.D.C.T.; Thence N 00° 40' 07" E a distance of 96.98' to an IRF located in the eastern boundary line of said Tract 1; Thence N 89o 22' 46" W a distance of 209.76' to an IRF; Thence S 00° 37' 31" W a distance of 352.62 to an IRF located in the 1-35 e R.O.W. line; Thence N 80° 35' 05" W a distance of 30.34' along said R.O.W. to an IRF; Thence N 80° 44' 54" W a distance of 186.68' along said R.O.W. to an IRF; Thence N 00° 54' 55" E a distance of 496.14' to an IRF; Thence N 87° 44' 53" W a distance of 149.08' to an IRF located in the northern boundary line of said A.C.I. Addition; Thence the following courses and distances; N 02° 03' 03" E, 107.30'; N 87° 58' 47" W, 123.55'; N 02° 03' 00" E, 138.82'; S 87° 56' 57" E, 127.67'; N 02° 03' 03" E, 81.00'; N 87° 56' 57" W, 80.17'; N 02° 03' 03" E, 87.12'; N 87o 56' 57" W, 115.69'; N 02o 03' 03" E, 74.85'; N 88° 26' 59" W, 201.43'; N 01° 59' 09" E, 81.21'; S 88° 30' 28" E, 40.85'; Thence N 01° 29' 30" Ea distance of 25.00' to an IRF located in a southern boundary line of a tract deeded to Denton Land J.V., Volume 931, Page 989 of the D.R.D.C.T. Thence N 88d30'27" W a distance of 882.73' to an IRF; Thence N 17d06'52" E a distance of 24.22' to an IRF; Thence N 88d06 05 W a distance of 469.23 to an IRFin the southwest comer of said Denton Land tract and also being in the eastern R.O.W. line of Meadow St.; Thence N 19d28'19" E a distance of 438.89' along said Meadow St. to an IRF at the southwest comer of a parcel of land to McNeills Furniture & Appliance of Denton, Inc. recorded in Vol 2055, Page 380 of the R.P.R.D.C.T; Thence S 74d33'13" E a distance of 280.11' along the southern boundary line of said McNeill parcel to an IRF; Thence N 06d38'48" E a distance of 22.01' to an IRF; Thence S 88d00'59" E a distance of 64.03 to an IRF; Thence S 88d17'48" E a distance of 362.55' to an IRF; Thence N 00d46'54" a distance of 300.69 along the eastern boundary line of Lot 2 of the Daugherty Addition recorded in Cab. C. Pg. 202 of the R.P.R.D.C.T.; Thence N 01 d 16'17" W a distance of 151.43' to an IRF in the southern boundary line of Daugherty Street; Thence S 89d 57' 15" E a distance of 279.56' to an IRF; Thence S 01d43'36"W a distance of 27.23' to an IRF; Thence N 00d 34'31" E a distance of 125.50' to an IRF located in the eastern boundary of Johnson St. Thence S89d49'25"E a distance of 1020.95' to an IRF; Thence the following courses and distances; S 00d 33' 47" W, 48.43'; S 46d 09' 21" E, 13.98' S 00d 27' 19" W following the western line of Wooded Acres Subdivision recorded in Vol. 7, Pg. 18 R.P.R.D.C.T., a distance of 509.20' to an IRF; S 89d 26' 16"E, 54.15' S 88d 38' 37" E, 195.18' to an IRF found in the same Wooded Acres Subdivision; Thence S 00d 57' 59" W a distance of 746.96' to an IRF found in Lot 1, Block 1 of Sunburst Place Two recorded in Cab. E, Pg. 90 R.P.R.D.C.T.; ~ Thence N89d 21' 25" W a distance of 421.58' to an IRF; Thence S 00d 47' 24" W a distance of 953.48' following the western boundary line of Lot 1 Woodhill Addition recorded in Cabinet C, Page 322 of the R.P.R2D.C.T. to the Point of Beginning and enclosing a total acreage of 65.46 acres.