HomeMy WebLinkAboutPR 22496: EDC PURCHASE AGREEMENT WITH JOHN CRANE GROUP FOR SALE OF LAND IN BUSINESS PARK PORT*ARTHUR
UNOMIC I)E\'F.LOPM ANT CORPORATION
MEMORANDUM
Date: April 13, 2022
To: The Honorable Mayor and City Council
Through: Ronald Burton, City Manager
From: Jessica Carpenter, PAEDC CEO t„ -'
RE: A resolution authorizing the City of Port Arthur Section 4A Economic
Development to enter into a Purchase Agreement with John Crane Group, LLC for
the sale of approximately 2.1 acres of land at the corner of Jade Avenue and Morris
Carter Drive in the Spur 93 Business Park.
Introduction:
The intent of this Agenda Item is to seek the City Council's approval for the Port Arthur Economic
Development Corporation ("PAEDC") to enter into a Purchase Agreement with John Crane, Inc.
for the sale of a 2.1 acre tract of land in the Spur 93 Business Park.
Background:
John Crane, Inc. is a Delaware corporation and would like to acquire 2.1 acres of land in the Spur
93 Business Park for the development of a 12,000 square foot building containing approximately
4,000 square feet of single story office space and 8,000 square feet of 18-20 ft. high warehouse
space for the assembly and repair of mechanical seals along with office area for sales, engineering,
and operating personnel.The Purchase Agreement has been finalized and agreed to by both parties.
Budget Impact:
John Crane, Inc. will purchase the 2.1 acre tract of land in the Spur 93 Business Park from the
PAEDC resulting in a revenue amount of approximately$130,410.00.
Recommendation:
It is recommended that the Board approve entering into a Purchase Agreement with John Crane,
Inc. for the sale of a 2.1 acre tract of land in the Spur 93 Business Park to John Crane, Inc. at a per
acre cost of$62,100.00.
P. R.No. 22496
4/8/2022 KVM
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY OF PORT
ARTHUR SECTION 4A ECONOMIC DEVELOPMENT
CORPORATION TO ENTER INTO A PURCHASE
AGREEMENT WITH JOHN CRANE GROUP, LLC FOR
THE SALE OF APPROXIMATELY 2.1 ACRES OF LAND AT
THE CORNER OF JADE AVENUE AND MORRIS CARTER
DRIVE IN THE SPUR 93 BUSINESS PARK
WHEREAS,the City of Port Arthur Section 4A Economic Development Corporation(the
"PAEDC") deems it is in the public interest to sell approximately 2.1 acres of land in the PAEDC
Spur 93 Business Park(the"Business Park") to John Crane Group, LLC ("John Crane"); and
WHEREAS,John Crane is a Delaware corporation that wishes to acquire the land in the
Business Park for the development of a 12,000 square foot building for the assembly and repair of
mechanical seals along with office area for sales, engineering, and operating personnel; and
WHEREAS,John Crane has reviewed and agreed to the terms of the Purchase Agreement
attached hereto as Exhibit"A"; and
WHEREAS, at its Regular Board Meeting of April 4, 2022, the PAEDC Board of
Directors approved the sale of approximately 2.1 acres of land in the Business Park to John Crane
pursuant to the Purchase Agreement; and
WHEREAS, the purchase price is at or above fair market value at the per acre cost of
$62,100.00 to be paid in full at closing, and the sale of the property shall be pursuant to a Special
Warranty Deed.
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PORT ARTHUR:
Section 1. That the facts and opinions in the preamble are true and correct.
Section 2. That the City Council of the City of Port Arthur approves the sale of
approximately 2.1 acres of land in the Spur 93 Business Park pursuant to the Purchase Agreement
with John Crane Group, LLC for the amount of$130,410.00.
Section 3. That a copy of this Resolution shall be spread upon the Minutes of the City
Council.
READ, ADOPTED AND APPROVED on this day of A.D., 2022,
at a Meeting of the City Council of the City of Port Arthur, Texas,by the following vote: AYES:
Mayor
Councilmembers
•
NOES:
Thurman Bartie,Mayor
ATTEST:
Sherri Bellard,City Secretary
APPROVED:
Jessi a Carpenter, P
P AEDC CEO
APPROVED AS TO FORM:
ank aria, EDC Attorney
N1155970
Page 2
APPROVED AS TO FORM:
/76711
Valecia R.Tizeno, torney
NI155970 page 3
EXHIBIT " A"
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT ("Agreement") is entered into, and is effective as of
, 2022 (the "Effective Date"), by and between the City of Port Arthur
Section 4A Economic Development Corporation ("Seller") and John Crane Group LLC, a
Delaware limited liability company or its permitted assignee ("Buyer").
RECITALS:
A. Seller is Section 4A Economic Development Corporation and owner of certain
real property together with all improvements located thereon, known as the Spur 93 Business
Park and which is located in Port Arthur, Texas (the "Business Park") of which includes an
approximately 2.1 acre tract of land located at the corner of Jade Avenue and Morris Carter
Drive in Port Arthur, Texas ("Land").
B. Buyer would like to acquire for the Land for development of a 12,000 square foot
building containing approximately 4,000 square feet of single-story office and 8,000 square feet
of 18-20 ft. high warehouse for the assembly and repair of mechanical seals along with office
area for sales, engineering and operating personnel (the "Facility") (see site plan depicted on
Exhibit"B").
C. Seller desires to sell to Buyer and Buyer desires to buy the Land (as more
particularly described on Exhibit "A" attached hereto) together with all improvements, if any,
located on such land and all rights, privileges, servitudes, and appurtenances thereunto belonging
or appertaining, including all rights, title and interest of Seller in and to the streets, alleys, and
rights-of-way adjacent to such parcel, easements, all water and water rights (surface and
subsurface), all permits (including, without limitation, any conditional use permits and special
use permits), licenses, certificates of occupancy, approvals, dedications, land use rights,
development rights, entitlements, commitments, capacity and rights for or related to water,
wastewater, storm water, drainage and other utilities, including, without limitation, any present
or future reservations and commitments available or allocable to the Land or dedicated to or
reserved for the Land, and all reservation, commitment and impact fees, capital recovery charges
and receipts paid by Seller (or any third party related thereto), access rights, parking rights, and
any and all other rights, interests, privileges and appurtenances owned by or granted to or for the
benefit of Seller or otherwise owned by or granted to or for the benefit of Seller or otherwise in
effect and which relate to the Land (collectively, the "Property") from Seller for purposes of
constructing the Facility and subject to the terms and conditions contained herein and
incorporated by reference herein as if fully set forth. Notwithstanding the foregoing, the Land
and Property do not include in the mineral rights. Seller's deed for the Land and Property will
reserve any and all of the oil and gas and their constituents, sulfur, coal, lignite, uranium, and
other fissionable material, geothermal energy, base and precious metals, rock, stone, gravel, and
any other mineral substances presently in or under the premises described in Exhibit "A," but
will contain a release and waiver of Seller's right of access to or use of the surface of the
Property for exploration, development or production of such substances.
010-9322-2288/9/A MER I CAS
NOW, THEREFORE, in consideration of the promises contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:
ARTICLE 1
PURCHASE PRICE
1.1 Sale and Purchase. Seller shall sell, convey, and assign to Buyer, and Buyer
shall purchase, assume and accept from Seller, for the Purchase Price (defined Section 1.2
below), and on and subject to the terms and conditions herein, indefeasible fee simple title to the
Property. Buyer and Seller agree that the legal description of the Property shall be determined
mutually by Buyer and Seller upon completion of the Survey (defmed below). The Property
shall be sold, conveyed, and transferred to Buyer at Closing (defmed below) free and clear of all
liens except for the lien of real property taxes not yet due and payable, and subject to the
Permitted Exceptions (defmed below).
1.2 Price and Payment. The purchase price to be paid by Buyer for the Property
shall be Sixty-two Thousand One Hundred Dollars ($62,100.00) per acre of land as depicted on
the Survey("Purchase Price").
1.3 Deposit. Within five (5) days of the Effective Date, Buyer shall deposit with
Texas Regional Title, 7980 Anchor Drive, Building 800, Port Arthur, Texas 77642 (the "Escrow
Holder" or "Title Company") a cash deposit, which shall be deposited into an interest-bearing
account, in the amount of Twenty Thousand and 00/100 Dollars ($20,000.00) (the "Deposit").
The "Deposit" shall mean the amount deposited by Buyer, together will all interest earned
thereon. The Deposit shall be applied as a credit against the Purchase Price at Closing
(hereinafter defined).
1.4 Termination and Refund of Deposit. Buyer may terminate the Agreement prior
to the expiration of the Feasibility Period, in which event Buyer shall be entitled to a full return
of the Deposit including any interest thereon, less $1,000.00 USD as independent consideration
for the benefit of the Seller.
1.5 Closing Transaction. Consummation of the sale provided herein (the "Closing")
shall take place on the Closing Date (as herein defined) through the Escrow Holder at its offices
or at such other place Seller and Buyer mutually agree in writing. At or prior to the Closing Date
(as herein defined), each of the parties shall execute and deliver such documents and perform
such acts as are provided for in this Agreement or as are necessary to consummate the
transaction contemplated hereunder. All obligations of either party to be performed at or prior to
the Closing Date are mutually concurrent conditions precedent as well as covenants. Time is of
the essence with regard to the Closing Date.
1.6 Escrow Instructions. Seller and Buyer shall deliver to the Escrow Holder an
executed copy of this Agreement and such additional escrow instructions to Escrow Holder as
each party deems appropriate or as Escrow Holder may reasonably require, provided that such
instructions are consistent with this Agreement (the "Escrow Instructions"). No Escrow
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Instruction shall excuse any performance by either Buyer or Seller at the times provided in this
Agreement, extend the Closing Date provided for in this Agreement or provide either Buyer or
Seller with any grace period not provided in this Agreement, and any Escrow Instruction to the
contrary shall be considered of no force and effect.
ARTICLE 2
PRE-CLOSING MATTERS
2.1 Delivery of Due Diligence Materials. On or before seven (7) business days
following the Effective Date, Seller shall deliver to Buyer the following documents (the "Due
Diligence Materials") to the extent such materials are in Seller's possession or subject to Seller's
reasonable control and to the extent such materials relate to the Property and/or any
improvements thereon: plans and specifications; land survey(s), boundary surveys,
topographical surveys, title surveys, plats, preliminary plats; all environmental, property
condition, mechanical, structural, seismic, soils, engineering and geological investigations and
reports; all environmental investigations and reports; Reciprocal Easement Agreement(s);
Covenants, Conditions, & Restrictions (CC&R's); any leases, licenses or occupancy agreements
(with any amendments); copies of any agreements or other information pertaining to
improvements and/or special assessments; any governmental licenses and permits, including
without limitation special or conditional use permits, building permits, and certificates of
occupancy; any zoning information, including zoning studies and zoning opinion letters; all
information pertaining to and any agreements pertaining to the water or drainage rights; all
information regarding any existing or proposed dedication of or pertaining to the Property and
copies of all information regarding any pending or threatened condemnation proceedings; a list
of all pending litigation and all administrative proceedings identifying the general nature of such
litigation and proceedings and the legal counsel representing Seller in same; all agreements
(including, but not limited to, service and maintenance agreements) relating to the operation, use
and maintenance of the Property; title reports or title commitments; and any other information
related to the Property reasonably requested by Buyer.
2.2 Survey. On or before Sixty(60) days from the Effective Date, Buyer shall obtain
and cause to be delivered to both the Escrow Holder and the Seller a current and updated
Category 1A, Condition II survey of the Property, with Exhibit "A" being conformed hereto,
which survey shall be prepared by a Texas licensed professional land surveyor and shall be
certified to Seller and Buyer, and which shall include a metes and bounds legal description of the
Property, a calculation of the land area of the Property to the nearest one-thousandth(.001)of an
acre(together with the number of square feet of area contained therein), and the area, dimensions
and locations of all recorded easements affecting or benefiting the Property(the"Survey").
2.3 Title Commitment. Buyer shall have the right, prior to the expiration of the
Feasibility Period (defined below) to obtain a current commitment ("Title Commitment") from
the Title Company for issuance to Buyer of a standard Texas form(Form T-1) Owner's Policy of
Title Insurance with the premium amount calculated based on the Purchase Price of$62,100.00
per acre (the "Title Policy"). Buyer shall have until the expiration of the Feasibility Period (the
"Title Review Period") to object in writing to any exceptions stated in the Title Commitment. In
the event that Buyer shall so object to any exceptions, Seller shall have twenty(20) days from its
receipt of such written objections (the "Response Deadline") within which to resolve or
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eliminate such exceptions or to notify Buyer in writing of its inability or unwillingness to remove
such exceptions. In the event Seller shall so notify Buyer of its inability to unwillingness to
resolve or eliminate such exceptions prior to the Response Deadline, Buyer, by written notice to
Seller, may do one of the following: (i) terminate this Agreement and be released from all duties
and obligations hereunder and the Deposit shall be returned to the Buyer; or (ii) waive such
exceptions and proceed with the transaction contemplated herein. Any exceptions listed in the
Title Commitment to which Buyer shall not object prior to the expiration of the Title Review
Period (or which Buyer shall have approved or waived affirmatively) shall be deemed to be
"Permitted Exceptions"; provided, however, monetary liens, judgments, and/or encumbrances
affecting the Property that secure the payment of indebtedness, or any tenancy rights or rights of
parties in possession of the Property shall never be Permitted Exceptions.
2.4 Right of Entry and Indemnification. From the Effective Date to the Closing
Date, Buyer and its agents shall have the right to enter upon the Property upon reasonable notice
to Seller for the purpose of making such surveys, examinations, soil and engineering tests and
other tests and determinations as Buyer shall elect (collectively "Tests"). Buyer and its
representatives shall have the right to make test borings or to remove samples of materials as
Buyer shall deem appropriate, provided that, in the event Buyer terminates this Agreement and
fails to close the purchase of the Property, Buyer shall repair at its cost any damage to any of the
Property resulting from the Tests. EXCEPT TO THE EXTENT CAUSED BY
SELLER'S SOLE NEGLIGENCE OR WILLFUL MISCONDUCT, BUYER
SHALL INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM (i)
ANY AND ALL LIABILITIES, CLAIMS, DAMAGES AND EXPENSES
(INCLUDING REASONABLE ATTORNEYS' FEES, COURT COSTS, AND
COSTS OF INVESTIGATION) ARISING OUT OF OR IN CONNECTION
WITH THE TESTS OR THE ENTRY UNTO THE PROPERTY BY BUYER OR
ITS AGENTS, BUT SUCH INDEMNITY EXCLUDES ANY LIABILITY FOR
PRE-EXISTING CONDITIONS ON THE PROPERTY MERELY DISCOVERED
BY BUYER OR ITS AGENTS FROM ITS TESTS, AND (ii) ANY
MECHANICS' LIENS ON THE PROPERTY ARISING FROM THE TESTS.
2.5 Feasibility Period. In addition to the matters covered in Section 2 above and
Section 3 below and any other termination rights granted herein, Buyer shall have the right to
terminate this Agreement for any reason within one hundred eighty(180) days from the Effective
Date (the "Feasibility Period"). The right to terminate during the Feasibility Period shall inure
exclusively to Buyer and Buyer may, at its sole option, waive its right to terminate this
Agreement prior to the expiration of the Feasibility Period by providing a written notice to
Seller. Buyer, at its sole option, shall also have the right to extend the Feasibility Period for two
(2) additional periods of Thirty (30) days each, provided notice of such election is given prior to
the expiration of the Feasibility Period. For the right to extend the Feasibility Period for each
additional Thirty (30) days the Buyer shall deposit with the Escrow Holder the sum of Five
Thousand and 00/100 Dollars ($5,000.00) as an addition to the Deposit for each extension
exercised. The additional deposit shall be treated in the same fashion as the Deposit.
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If the current Property zoning classification does not allow Buyer to build and operate the
Facility, upon Buyer's written request, Seller agrees to authorize Buyer's application to
subdivide the Property and/or to change the Property's existing zoning classification to a new
classification which will allow for the construction and operation of the Facility. If necessary,
the Feasibility Period shall be extended in order to allow the time necessary to obtain any
necessary zoning change. If Buyer requests a zoning change, Seller agrees to cooperate with
Buyer and to provide such information, take such action(s) and execute such documents as may
be necessary to affect any requisite zoning change.
2.6 PROPERTY CONDITION. EXCEPT AS SPECIFICALLY PROVIDED IN
ARTICLE 6, BUYER ACKNOWLEDGES AND AGREES THAT SELLER MAKES NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTIES OF HABITABILITY, AND SUITABILITY
AND FITNESS FOR INTENDED PURPOSE, WITH RESPECT TO ANY ASPECT OF THE
PROPERTY. BUYER IS PURCHASING THE PROPERTY STRICTLY IN "AS IS" "WHERE
AS" CONDITION, AND BUYER ACCEPTS AND AGREES TO BEAR ALL RISKS
REGARDING ALL ATTRIBUTES AND CONDITIONS, LATENT OR OTHERWISE OF THE
PROPERTY. BUYER HAS MADE OR WILL MAKE PRIOR TO THE CLOSING ITS OWN
INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT
LIMITATION, ITS SUBSURFACE, SOIL, ENGINEERING AND OTHER CONDITIONS
AND REQUIREMENTS, AND ALL ZONING AND REGULATORY MATTERS
PERTINENT TO THE PROPERTY. BUYER IS ENTERING INTO THIS AGREEMENT
AND PURCHASING THE PROPERTY BASED UPON ITS OWN INSPECTION AND
INVESTIGATION AND NOT IN RELIANCE ON ANY STATEMENT, REPRESENTATION,
INDUCEMENT OR AGREEMENT OF SELLER EXCEPT AS SPECIFICALLY PROVIDED
HEREIN. BUYER AGREES THAT NEITHER SELLER NOR ANYONE ACTING ON
BEHALF OF SELLER HAS MADE ANY REPRESENTATION, GUARANTEE OR
WARRANTY WHATSOEVER, EITHER WRITTEN OR ORAL, CONCERNING THE
PROPERTY EXCEPT AS SPECIFICALLY SET FORTH HEREIN, OR THE DOCUMENTS
DELIVERED BY SELLER AT CLOSING. ANY ENGINEERING DATA, SOILS REPORTS,
OR OTHER INFORMATION THAT SELLER OR ANY OTHER PARTY MAY HAVE
DELIVERED TO BUYER IS FURNISHED WITHOUT ANY REPRESENTATION OR
WARRANTY WHATSOEVER. SELLER SHALL HAVE NO RESPONSIBILITY,
LIABILITY OR OBLIGATION SUBSEQUENT TO THE CLOSING WITH RESPECT TO
ANY CONDITIONS, INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL
CONDITIONS, OR AS TO ANY OTHER MATTERS WHATSOEVER RESPECTING IN
ANY WAY THE PROPERTY, AND BUYER HEREBY RELEASES SELLER, ITS
OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS WITH RESPECT TO SUCH
CONDITIONS, EXCEPT FOR ANY MATTERS OF FRAUD OR KNOWING
MISREPRESENTATION.
2.7 Covenants and Restrictions.
2.7.1 Prior to Closing Buyer will have reviewed all requirements of the City of
Port Arthur,Texas for construction standards for improvements on the Property including but not
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governmental regulation it is not commercially reasonable to obtain mortgage funds from an
institutional lender. This provision will survive Closing.
2.8 Deposit Non-Refundable. Upon satisfaction of all of the conditions described
elsewhere in Article 2 and below in Article 3 of this Agreement, Buyer's Deposit shall become
non-refundable (except as specifically set forth in this Agreement or in the event of a Seller
default) and applicable to the Purchase Price.
ARTICLE 3
CLOSING CONDITIONS
The obligation of Buyer to purchase the Property is subject to the satisfaction or waiver
by Buyer of the conditions set forth below, which conditions are for the sole benefit of Buyer and
which may be waived, in whole or in part, by Buyer:
3.1 Title. On or before the Closing Date, the Title Company shall be ready, willing
and able to issue to Buyer or Buyer's assignee the Title Policy insuring Buyer in the amount
calculated at the rate set forth in Article 2.3 above that fee simple title to the Property is vested in
Buyer, together with such endorsements as Buyer may reasonably require and subject only to the
Permitted Exceptions.
3.2 Assignment. At the Closing, Seller shall assign to Buyer all of Seller's right, title
and interest in and to any contracts, permits and warranties relating to the Property which Buyer
wishes to assume pursuant to a mutually-agreeable form of Assignment of Contracts, Permits
and Warranties.
3.3 Seller's Warranties and Covenants. On the Closing Date, Seller shall not be in
breach of any of Seller's warranties and representations set forth in Article 6 below. All
covenants to have been performed by Seller before or at Closing shall have been satisfied.
3.4 Governmental Approvals. Buyer shall be obligated to proceed to Closing only
after obtaining all necessary governmental approvals, including but not limited to the proper
zoning for the Facility, legal lot status (final plat), any required conditional or special use
permits, and all required building permits for the Facility. Seller agrees, upon Buyer's request, to
cooperate with Buyer in connection with Buyer's efforts to secure such approvals, provided any
such requested cooperation is reasonable under the circumstances.
3.5 Subdivision. If the Property is not currently legally subdivided in a manner
sufficient to permit the conveyance of the Property or the development of the Facility, Buyer's
obligation to close shall be subject to obtaining a Final Plat or Replat of the Property which is
acceptable to Buyer. Buyer and Seller shall cooperate with each other in all reasonable respects
in obtaining Final Plat or Replat approval for the Property and in recording the Final Plat or
Replat. All costs of the platting process will be paid by the Seller. Buyer shall have the right to
review and approve the Final Plat or Replat.
3.6 Condition of Property. There shall have been by Closing no material adverse
change in the condition of the Property or any elements of the Property from the dates of the
inspections conducted in satisfaction of the conditions of this Agreement or in the building,
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subdivision, or other laws, ordinances, rules, or regulations applicable to the Property from the
date of satisfaction of the conditions set forth herein until Closing.
3.7 Survey. Buyer shall have obtained the Survey.
ARTICLE 4
CLOSING
4.1 Escrow. The purchase and sale transaction contemplated by this Agreement shall
be consummated through the escrow established by the Escrow Holder.
4.2 Closing Date. Closing of the escrow shall take place in the offices of the Escrow
Holder thirty(30) days following the expiration of the Feasibility Period (or such earlier date on
which Buyer waives its right to terminate the Agreement) (the "Closing Date").
4.3 Escrow Instructions. The parties hereby instruct Escrow Holder to open and
complete Escrow and Closing in accordance with this Agreement. Buyer and Seller shall deposit
with Escrow Holder in a timely fashion all funds, documents, supplemental instructions and
instruments necessary to consummate the transactions contemplated by this Agreement prior to
the Closing Date.
4.4 Closing Deliveries. At the Closing the following, which are mutually concurrent
conditions, shall occur:
4.4.1 Buyer, at its expense, shall deliver or cause to be delivered to Seller the
following:
(a) the Purchase Price, subject to the Earnest Deposit and adjustments
and prorations as provided herein, in funds available for immediate
value in Seller's accounts;
(b) evidence satisfactory to Title Company that the person(s)
executing the closing documents on behalf of Buyer have full
right,power, and authority to do so; and
(c) such other documents as may be reasonably requested by the Title
Company in accordance with this Agreement, or as are customarily
executed in the county in which the Property is located to
effectuate the conveyance of property similar to the Property.
4.4.2 Seller, at its expense, shall deliver or cause to be delivered to Buyer the
following:
(a) a special warranty deed in the form attached hereto as Exhibit"C"
(the "Deed"), fully executed and acknowledged by Seller, and
otherwise in recordable form as provided in Section 5.1;
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(c) Seller's certificate that the representations and warranties
contained in Section 6 hereof are true and correct as of the Closing
Date;
(d) evidence satisfactory to Buyer and Title Company that the
person(s) executing and delivering the closing documents on
behalf of Seller have full right, power and authority to do so;
(e) a certificate meeting the requirements of Section 1445 of the
Internal Revenue Code of 1986, executed and sworn to by Seller;
and
(f) (g) such other documents as may be reasonably requested by
the Title Company in accordance with this Agreement, or as are
customarily executed in the county in which the Property is located
to effectuate the conveyance of property similar to the Property.
4.5 Closing Costs and Charges. Seller shall pay for any applicable grantor transfer
taxes (if applicable), the cost to prepare the deed from Seller, and the cost of recording all
documents necessary to correct or remove defects in or encumbrances upon Seller's title to the
Property (if applicable), and for Standard Owner's Policy of Title Insurance and half of Escrow
Fees. Buyer shall pay for any extended Title Policy Endorsements and half of Escrow Fees. Any
and all other charges shall be paid as set forth in this Agreement or if not specified herein as
customary in Jefferson County, Texas. At Closing, Seller shall provide Buyer with a credit
against the Purchase Price to reimburse Buyer for the cost of the Survey, provided such credit
shall not exceed $7,000.00.
4.6 Prorations.
4.6.1 Taxes. Buyer acknowledges that the Property is currently exempt from all
ad valorem taxes and assessments ("Taxes") due to its ownership by Seller which is a
governmental agency. Any Taxes assessed against the Property after Closing will be the
responsibility of the Buyer. This provision will survive Closing.
4.6.2 Reserved.
4.6.3 Utilities. If any utility services are presently being provided to or serving
the Property, Seller will pay for such services up to and including the Closing Date, but
thereafter any such services in the name of Seller shall be terminated by Seller. If necessary, the
parties shall refund or repay such sums as shall be necessary to effect such apportionment. Buyer
is responsible for obtaining its own utility account(s) for utility services to the Property and for
all utility charges associated therewith after the Closing Date. This Section 4.6.3 shall survive
Closing.
4.6.4 Rents and Other Amounts. All rents, if any, with respect to the Property
for the month in which the Closing occurs shall be pro-rated to the Closing Date. For the
purposes of calculating pro-rated amounts, Buyer shall be deemed to be entitled to the Property,
and therefore entitled to the income from the Property, beginning as of the date of the Closing
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Date. At Closing, all security deposits, advance rentals, and other deposits, if any, made pursuant
to leases and other contracts concerning the Property shall be retained by Seller and credited
against the balance of the Purchase Price due at Closing. If the balance due at Closing is less than
the sum of all deposits to be transferred, all deposits will be remitted to Buyer in cash at Closing.
If there are any delinquent rents as of the Closing Date, Seller shall have no right to pursue
collection thereof However, in the event Buyer receives such delinquent rents (after application
of all funds received by Buyer to current charges due and not such delinquencies), Buyer shall
remit the amount of such delinquent rents received by Buyer to Seller. Buyer shall have no
obligation to pursue collection of delinquent rents. This Section 4.6.4 shall survive Closing.
ARTICLE 5
TRANSFER OF TITLE AND POSSESSION
5.1 Deed. Seller shall convey to Buyer or to Buyer's assignee at the Closing, by the
Deed, fee simple title to the Property, free and clear of any and all recorded and unrecorded liens,
claims, obligations, encumbrances, easements, leases, covenants, restrictions and other matters
affecting the Property and/or title thereto except only the Permitted Exceptions, current real
property taxes not yet due and payable, and any other matters to which Buyer shall agree in
writing.
5.2 Possession. Seller shall deliver possession of the Property to Buyer free and clear
of the occupancy or possessory rights of all others on the Closing Date.
ARTICLE 6
REPRESENTATIONS AND COVENANTS OF SELLER
Seller represents and warrants and covenants as follows, which representations,
warranties and covenants shall survive the Close of Escrow and delivery of the Deed to Buyer:
6.1 Authority. Seller has full right, power and authority to execute and deliver this
Agreement and to consummate the purchase and sale transactions provided herein. No further
authorization, whether corporate, partnership, individual or otherwise is necessary or required as
a condition precedent to Seller entering into this Agreement or performing its obligations
hereunder.
6.2 Code. Seller has no knowledge of and has not received any notice of any code
violation and has not received any notice from any governmental authority that would materially
or adversely affect the Property or Seller's ability to convey the Property as required herein. The
Property, including all improvements located thereon (if any), complies with all applicable
building, health, fire, safety and similar laws, ordinances, regulations and codes.
6.3 Accuracy of Documents. To the best of Seller's knowledge, Seller represents
that all of the documents, information and records provided to Buyer by Seller in connection
with the transaction contemplated herein, including the Due Diligence Materials, are true and
complete in all material respects.
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6.4 Public Improvements; Condemnation. No condemnation or eminent domain
proceedings are now pending concerning the Property. Seller knows of no intended or
contemplated public improvements or condemnation concerning the Property. Seller has
received no notice from any governmental or quasi-governmental agency or authority or
potential condemnor concerning any right-of-way, utility or other taking which may affect the
Property.
6.5 Litigation. To the best of Seller's knowledge, there are no claims, administrative
actions or lawsuits, pending or threatened, against Seller, Seller's interest in the Property, or
relating in any manner to the Property, or on account of the surface or subsurface physical
characteristics of the Property. To the best of Seller's knowledge, there are no violations,
threatened or pending, of any local, state or federal law or regulation affecting the Property and
there are no pending or contemplated assessments, eminent domain, condemnation or other
governmental takings of the Property or any part thereof
6.6 Reserved.
6.7 Condition. From the Effective Date through Close of Escrow, Seller will
maintain the Property in the same condition, reasonable wear and tear excepted.
6.8 New Agreements. From and after the Effective Date, Seller shall not renew,
extend or enter into any new lease or service or management contract, or other agreement that
affects the Property without the prior written consent of Buyer.
6.9 No Leases. There are no leases, licenses, concessions, or other oral or written
agreements affecting the Property that grant to any person or entity the right of occupancy or use
thereof
6.10 Foreign Person. Seller is not a foreign person or entity under the Foreign
Investment in Real Property Tax Act of 1980, as amended, and no taxes or withholding under the
Foreign Investment in Real Property Tax Act of 1980, as amended, shall be assessed or applied
to Buyer in connection with the transaction contemplated hereby.
6.11 Consents. All consents necessary for the sale of the Property to Buyer have been
obtained by Seller.
6.12 Title. Seller is the owner in fee simple of the Property.
6.13 Contracts. There are no contracts, leases, or other agreements affecting the
Property other than (i) those recorded in the Real Property Records of the County in which the
Property is located, and (ii) those which Seller shall deliver to Buyer pursuant to Section 2.1
above. All bills and other payments due from Seller with respect to the ownership, operation,
and maintenance of the Property have been (or will be by Closing) paid in full, other than Taxes
contemplated in Section 4.6 above.
6.14 Closing Warranties. All warranties and representations contained in this
Agreement, except as otherwise disclosed in writing, shall be deemed to have been repeated by
Seller as of the Closing, and shall be true and accurate as of the Closing.
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ARTICLE 7
TERMINATION AND DAMAGES
7.1 Termination. Except as expressly prohibited in this Agreement, in the event of
any default in this Agreement by either of the parties hereto, the other party, in addition to any
right or remedy available hereunder, at law or in equity, shall have the right to terminate this
Agreement by written notice to the defaulting party and Escrow Agent. If such breach is not
cured within five (5) days of the defaulting party's receipt of written notice of such breach (or
within such longer period if such cure cannot reasonably be effected within such five (5) day
period so long as defaulting party begins its cure within such five (5) day period and thereafter
diligently pursues such cure to completion), the Deposit (plus accrued interest thereon) shall be
promptly paid over to non-defaulting party as full liquidated damages and as Seller's sole and
exclusive remedy for Buyer's breach of this Agreement.. If any such termination is the result of
default hereunder by Seller, then the Deposit and interest accrued thereon shall be returned to
Buyer. If Buyer defaults hereunder, actual damages to Seller will be difficult to calculate but
Buyer and Seller agree that the amount of the Deposit designated above is a reasonable
approximation thereof. Accordingly, if Buyer defaults, Seller shall be entitled to terminate this
Agreement and immediately upon such termination by Seller, Escrow Agent shall pay to Seller,
as Seller's sole remedy, the Deposit, together with interest thereon, and any other monies paid on
behalf of Seller. Nothing contained in this Section shall prevent Buyer and Seller from enforcing
the other party's obligations and liabilities which survive a termination of this Agreement.
7.2 No Specific Performance. If either Buyer or Seller breaches this Agreement prior
to the Closing and, as a result, the Closing does not occur, each party waives the right to specific
performance. Each party agrees that this clause shall constitute an absolute defense to any action
filed by one of the parties hereto against the other for specific performance. This clause, if
asserted by one of the parties hereto against an action for specific performance, shall enable said
party to cause the action for a specific performance to be set aside at any time nunc pro tunc.
7.3 Condemnation and Casualty. If before the Closing, either party receives notice
of any condemnation or eminent domain proceeding, any proceeding in lieu of condemnation
being initiated against the Property, or the damage or destruction of all or a part of any
improvements located at the Property, the party receiving the notice shall promptly notify the
other party in writing of that fact. Buyer may elect to either proceed with the sale of the Property
or to terminate this Agreement within Thirty (30) days from the date that the notice is received.
If Buyer elects to proceed with the acquisition of the Property, then Buyer may, solely at its own
discretion, accelerate the Closing to any time prior to the Closing Date set forth hereinabove. If
Buyer proceeds with the purchase in accordance with the terms of this Agreement, all
condemnation and insurance proceeds shall be paid to Buyer. If any proceeds have not been
collected as of the Closing, then all rights to those proceeds shall be assigned to Buyer at the
Closing.
7.4 DAMAGES. SELLER AND BUYER AGREE THAT IF BUYER BREACHES ITS
OBLIGATIONS HEREUNDER BEYOND ANY APPLICABLE NOTICE AND CURE
PERIOD, SELLER'S SOLE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT
AND RETAIN THE AMOUNTS DEPOSITED WITH ESCROW HOLDER PURSUANT TO
THIS AGREEMENT, TOGETHER WITH ANY ACCRUED INTEREST THEREON AS OF
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THE TIME OF DEFAULT AS LIQUIDATED DAMAGES, IT BEING AGREED THAT
UNDER ALL THE CIRCUMSTANCES EXISTING AT THE TIME OF THIS AGREEMENT,
THIS PROVISION LIQUIDATING DAMAGES IN THE EVENT OF THE BUYER'S
DEFAULT IS REASONABLE, THE DAMAGES RESULTING TO SELLER BY REASON OF
SUCH BREACH ARE NOW AND THEN WOULD BE DIFFICULT AND IMPRACTICAL
TO DETERMINE AND THAT THE BEST ESTIMATE, BASED ON ALL OF THE
CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, OF THE TOTAL
DAMAGES THAT SELLER WOULD SUFFER IS AND SHALL BE AN AMOUNT EQUAL
TO THE SUMS DEPOSITED BY BUYER WITH ESCROW HOLDER AS OF THE TIME OF
DEFAULT. IN PLACING THEIR INITIALS IN THE SPACES PROVIDED BELOW, THE
PARTIES CONFIRM THAT THEY HAVE READ, UNDERSTAND AND AGREE TO THIS
PROVISION.
BUYER SELLER
7.5 Waiver. Excuse or waiver of the performance by the other party of any
obligation under this Agreement shall only be effective if evidenced by a written statement
signed by the party so excusing. No delay in exercising any right or remedy shall constitute a
waiver thereof, and no waiver by Seller or Buyer of the breach of any covenant of this
Agreement shall be construed as a waiver of any preceding or succeeding breach of the same or
any other covenant or condition of this Agreement.
ARTICLE 8
MISCELLANEOUS
8.1 Merger. Except as otherwise expressly provided in this Agreement, the
representations, warranties and agreements of the parties contained or provided for in this
Agreement shall survive the close of Escrow and delivery of the Deed to Buyer.
8.2 Notices. Unless otherwise specifically provided herein, all notices, consents,
directions, approvals, instructions, requests and other communications required or permitted by
the terms hereof to be given to any person or entity shall be in writing, and any such notice shall
become effective five (5) business days after being deposited in the mails, certified or registered,
with appropriate postage prepaid for first-class mail or, if delivered personally, by reputable
overnight courier service, or by facsimile transmission or electronic mail, when received, and
shall be directed to the address of such person or entity set forth below, or at such other address
as either party shall hereafter designate in writing and deliver to the other in accordance with the
provision of this paragraph:
Buyer at: John Crane Group LLC
6400 Oakton St.
Morton Grove, IL 60053
Attn: Steve Husky, Director of Operations
E-mail: Steve.husky@johncrane.com
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With a copy to: John Crane, Inc.
6400 Oakton St.
Morton Grove, IL 60053
Attn: Tiffany Amlot, General Counsel
E-mail: Tiffany.amlot@smiths.com
With a copy to: Squire Patton Boggs (US) LLP
2000 McKinney Avenue, Suite 1700
Dallas, Texas 75201
Attn: Kate Pennartz, Esq.
Telephone: 214-758-3446
E-mail: kate.pennartz@squirepb.com
Seller at: Jessica Carpenter, CEO
Port Arthur Section 4A Economic Development Corp.
501 Procter Street
Port Arthur, TX 77640
Telephone: (409) 963-0579
Facsimile: (409) 962-4445
E-mail: Jessica-Carpenter@PAEDC.ORG
Frank Garza, EDC Attorney
Davidson, Troilo, Ream, & Garza, PC
601 NW Loop 410, Suite 100
San Antonio, Texas 78216
210-442-2324 Direct
210-349-0041 Fax
E-mail: fgarza@dtrglaw.com
Escrow Holder at: Texas Regional Title
7980 Anchor Drive, Building 800
Port Arthur, Texas 77642
Telephone: (409) 861-7300
Facsimile: (409) 727-8386
8.3 Authority and Execution. Each person executing this Agreement on behalf of a
party represents and warrants that such person is duly and validly authorized to do so, has full
right and authority to enter into this Agreement and all of its obligations hereunder.
8.4 Severability. The invalidity or unenforceability of any term or provision of this
Agreement or the nonapplication of any such term or provision to any person or circumstance
shall not impair or affect the remainder of this Agreement, and the remaining terms and
provisions hereof shall not be invalidated but shall remain in full force and effect and shall be
construed as if such invalid, unenforceable, or nonapplicable provision were omitted.
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8.5 Waiver or Modification. No waiver or modification of this Agreement or of any
covenant, condition, or limitation herein contained shall be valid unless in writing and duly
executed by the party to be charged therewith. No evidence of any waiver or modification shall
be offered or received in evidence in any proceeding, arbitration, or litigation between the parties
arising out of or affecting this Agreement or the rights or obligations of any party hereunder,
unless such waiver or modification is in writing and duly executed as aforesaid. The provisions
of this Article 8.5 may not be waived except as herein set forth.
8.6 Headings. The headings of the various Articles of this Agreement are for
convenience of reference only and shall not modify, define or limit any of the terms or
provisions hereof or thereof.
8.7 Parties in Interest. The terms of this Agreement shall be binding upon, and
inure to the benefit of, the parties to this Agreement and their successors and assigns. Buyer
shall not assign its rights under this Agreement to any third party that is not an Affiliate (defined
below) without the prior written consent of Seller, which consent shall not be unreasonably
withheld, conditioned, or delayed. Buyer shall be permitted to assign this Agreement without the
prior written consent of Seller to an Affiliate. For purposes of this Section, "Affiliate" shall
mean (i) a subsidiary of Buyer, (ii) a corporation or other entity into or with which Buyer has
merged or consolidated, or to which substantially all of Buyer's stock or assets are transferred,
(iii) any corporation or other entity which controls, is controlled by, or is under common control
with Buyer, (iv) a limited liability company in which Buyer is a member, or (v) any corporation
or other entity with which Buyer is otherwise affiliated. Except as provided above with respect
to Affiliates, no assignment shall be to an assignee whose business purpose has not been
approved by prior written action of the Board of Directors of Seller and, as necessary, the City
Council for the City of Port Arthur, Texas. Seller shall, upon written request from Buyer,
execute a Deed directly in favor of Buyer's assignee.
8.8 Counterparts. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same instrument.
8.9 Broker Fees. Each party represents and warrants to the other that it has not
engaged any agent or broker with respect to this transaction. No other person is entitled to a
broker's commission or fee as a result of the purchase and sale of the Property. Each party
agrees to indemnify and hold the other party harmless from and against any loss, cost and
expense, including attorneys' fees, which the other party shall suffer by reason of the breach of
the foregoing representation and warranty by the representing and warranting party.
8.10 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF TEXAS.
8.11 Time. Time is of the essence of this Agreement.
8.12 Attorneys' Fees. In the event of any proceeding brought by either party to
enforce the terms of or arising out of this Agreement, the prevailing party shall be entitled to
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recover all costs and expenses incurred in connection therewith, including reasonable attorneys'
fees.
8.13 Cooperation. Each party hereto will, upon the reasonable request of the other
party, execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered,
such further instruments and documents as may be reasonably necessary in order to fulfill the
intents and purposes of this Agreement.
8.14 IRC §1445. Buyer's performance hereunder is conditioned upon Seller providing
Buyer at close of escrow with all documentation required by Internal Revenue Code Section
1445 to assure Buyer that Seller is not a "foreign person" as that term is used in Section 1445, or
in the alternative, if Seller is a "foreign person," to assure that all steps have been taken so that
Buyer will not be liable for payment of any taxes due on the proceeds of the sale.
8.15 Exchange. The parties, or either of them, shall have the right to secure a trade or
exchange of properties of like kind of the parties' respective choices (pursuant to Section 1031 of
the Internal Revenue Code as amended), as long as the obligations imposed on the other party
shall not be greater than the terms and conditions of this Agreement, nor shall such obligations
delay the Closing Date beyond that allowed by this Agreement. Nothing in this Article 8.15 shall
require either party to take title to any other real property as part of its obligation to cooperate in
any such trade or exchange.
8.16 Entire Agreement. This Agreement constitutes and contains the entire
agreement of the parties with respect to the subject matter hereof and thereof, and supersedes any
and all other prior negotiations, correspondence, understandings and agreements respecting the
subject matter hereof and thereof. This Agreement is executed without reliance upon any
representation by any party hereto except as expressly set forth herein. This Agreement may not
be changed orally but only by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification, extension or discharge is sought.
8.17 Computation of Time. If the expiration date of any period of time for
performance hereunder falls on a Saturday, Sunday or legal holiday, then, in such event, the
expiration date of such period of time for performance shall be extended to the next business
day.
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement:
SELLER:
City of Port Arthur Section 4A Economic Development Corporation
By: Date: ,20_
Chief Executive Officer
By: Date: , 20_
Secretary
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BUYER:
JOHN CRANE GROUP LLC, a Delaware limited liability company
By: Date: ,20_
Printed Name:
Title:
ESCROW HOLDER:
Attn:
Telephone:
E-mail:
By: Date Received: , 20_
Title:
4284704,7648/1—Purchase Agreement—John Crane Group,LLC Page 18
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Exhibit"A"
Legal Description
An approximately 2.1 acre tract of land located at the corner of Jade Avenue and Morris Carter
Drive in Port Arthur,Texas, and being out of Block 2,Tract 2,Port Arthur Economic Corp
Business Park Subdivision, Port Arthur, Texas.
#284704,7648/1—Purchase Agreement—John Crane Group,LLC Page 19
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Exhibit "B"
Proposed Site Plan and Building
JADE AVENUE
�xm 'i §r
,,,.:lat"s''
717
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11171711 cc
7 M 3,3.�SF I N
cc
1 :- --n I o
I 1! -- '
`�' RO O D BUILDING 1
I ,n 12 000 SF
O 1 -,—,-, 1 'CLR r
i I 1700 " C' i ` '0-0'
)Fi '`I 'TRY CRANE:
PP. -
I ^ WARP-OUS= I
CL MATE--
I CONTROLLED 1 I
I GRADE LEVEL / y 1
DOORS(17 x 149
FJTUREEXPANSIONg
3.3C0 SF 1
I
i 1 1 S GATE
1
L_ \ ,
280'-0°/ f
#284704;7648/1—Purchase Agreement—John Crane Group,LLC Page 20
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Exhibit "C"
Form of Deed
SPECIAL WARRANTY DEED
STATE OF TEXAS §
COUNTY OF JEFFERSON §
The City of Port Arthur Section 4A Economic Development Corporation, a Texas
not-for-profit economic development corporation("Grantor") in consideration of the sum of TEN
AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, to Grantor in
hand paid by , a [ 1 ("Grantee") the receipt of which is hereby
acknowledged, has GRANTED, SOLD and CONVEYED, to Grantee, all that certain property
situated in the County of Jefferson, State of Texas, described as in Exhibit A attached hereto and
incorporated herein(the "Property").
Grantor hereby reserves unto itself its successors and assigns, any and all of the oil and
gas and their constituents, sulfur, coal, lignite, uranium, and other fissionable material,
geothermal energy, base and precious metals, rock, stone, gravel, and any other mineral
substances presently in or under the premises described in Exhibit A. The within reservation of
the aforesaid materials and minerals pertains to the exclusive right to execute any and all oil and
gas leases and any other mineral leases or other contractual arrangements whereby the right of
exploring, mining, removing and marketing of the hereinabove reserved minerals could be
transferred by Grantor to third parties, and the within reservation also pertains to the exclusive
right to receive any and all bonuses, royalties, shut-in and/or delayed marketing payments and
any other types of rental or lease payments associated with any of the aforementioned leases or
other contractual arrangements with third parties; together with the ownership of any future
reversionary oil and gas and their constituents, and other mineral rights, in total, upon the
expiration of any such lease or other contractual arrangement with third parties; provided;
however, Grantor hereby expressly releases and waives, on behalf of Grantor and its successors,
assigns and legal representatives, all rights of ingress and egress and all other rights of every
kind and character whatsoever to enter upon or to use the surface of the Property, for purposes of
exploring for, developing, drilling, producing, transporting, mining, treating, storing or any other
purposes incident to the development or production of the oil, gas and other minerals associated
with the Property. Grantor will be permitted to extract the oil, gas, or other minerals from and
under the Property by directional drilling and other means, so long as such extraction is not
injurious to the public interest nor unreasonably impedes, impairs, or materially interferes with
the usefulness of the surface of the Property for Grantee's purposes. The foregoing provision
shall be a covenant running with the Property binding upon any party owning an interest in the
reservation herein and inuring to the benefit of and directly enforceable by all future owners of
all or any portion of the surface estate of the Property.
Grantor hereby reserves unto itself the right to repurchase the tract if Grantee fails to
develop the Facility (as such term is defined in that certain Purchase Agreement dated
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2022, by and between Grantor and Grantee (the "Purchase Agreement") for user occupancy
within eighteen months from the date hereof. If construction has not been completed as specified
in the preceding sentence, Grantor shall have the option to repurchase the Property from the
Grantee on the basis of the original purchase price per acre as set forth in the Purchase
Agreement. This repurchase option may be exercised at any time subsequent to the failure of
construction to start by the time period specified in this paragraph. Exercise of the option will be
by formal action of the PAEDC Board. Delivery of written notice of exercise of this option shall
be the cause of an immediate halt to development on the Property by the Grantee.
Notwithstanding the foregoing, Grantor's repurchase option and Grantee's obligation to
complete construction within said eighteen-month period shall be subject to Section 2.7.3 of the
Purchase Agreement. Upon completion of construction, Grantor shall record a release and
termination of the repurchase option granted herein at Grantor's sole cost and expense.
This conveyance is made subject to the matters set forth on Exhibit B attached hereto ("Permitted
Exceptions") and the following:
1) Taxes on the above described property for 20 and subsequent years not yet due and
payable; and
2) all zoning laws, regulations and ordinances of municipal and other governmental
authorities, if any, but only to the extent that they are still in effect,relating to the above
described property.
Grantor has executed and delivered this Special Warranty Deed and has granted, bargained, sold,
and conveyed the Property to Grantee, and Grantee has received and accepted this Special Warranty
Deed and has purchased, received, and, accepted the Property, ON AN AS-IS, WHERE IS BASIS,
WITH ALL FAULTS AND, WITHOUT ANY REPRESENTATIONS OR WARRANTIES
WHATSOEVER,EXPRESS OR IMPLIED, WRITTEN OR ORAL.
EXCEPT AS SPECIFICALLY PROVIDED IN ARTICLE 6 OF THE PURCHASE
AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT SELLER MAKES NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTIES OF HABITABILITY, AND SUITABILITY
AND FITNESS FOR INTENDED PURPOSE, WITH RESPECT TO ANY ASPECT OF THE
PROPERTY. BUYER IS PURCHASING THE PROPERTY STRICTLY IN "AS IS" "WHERE
AS" CONDITION, AND BUYER ACCEPTS AND AGREES TO BEAR ALL RISKS
REGARDING ALL ATTRIBUTES AND CONDITIONS,LATENT OR OTHERWISE OF THE
PROPERTY. BUYER HAS MADE OR WILL MAKE PRIOR TO THE CLOSING ITS OWN
INSPECTION AND INVESTIGATION OF THE PROPERTY, INCLUDING, WITHOUT
LIMITATION, ITS SUBSURFACE, SOIL, ENGINEERING AND OTHER CONDITIONS
AND REQUIREMENTS, AND ALL ZONING AND REGULATORY MATTERS
PERTINENT TO THE PROPERTY. BUYER IS ENTERING INTO THIS AGREEMENT
AND PURCHASING THE PROPERTY BASED UPON ITS OWN INSPECTION AND
INVESTIGATION AND NOT IN RELIANCE ON ANY STATEMENT, REPRESENTATION,
INDUCEMENT OR AGREEMENT OF SELLER EXCEPT AS SPECIFICALLY PROVIDED
HEREIN. BUYER AGREES THAT NEITHER SELLER NOR ANYONE ACTING ON
BEHALF OF SELLER HAS MADE ANY REPRESENTATION, GUARANTEE OR
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WARRANTY WHATSOEVER, EITHER WRITTEN OR ORAL, CONCERNING THE
PROPERTY EXCEPT AS SPECIFICALLY SET FORTH HEREIN, OR THE DOCUMENTS
DELIVERED BY SELLER AT CLOSING. ANY ENGINEERING DATA, SOILS REPORTS,
OR OTHER INFORMATION THAT SELLER OR ANY OTHER PARTY MAY HAVE
DELIVERED TO BUYER IS FURNISHED WITHOUT ANY REPRESENTATION OR
WARRANTY WHATSOEVER. SELLER SHALL HAVE NO RESPONSIBILITY,
LIABILITY OR OBLIGATION SUBSEQUENT TO THE CLOSING WITH RESPECT TO
ANY CONDITIONS, INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL
CONDITIONS, OR AS TO ANY OTHER MATTERS WHATSOEVER RESPECTING IN
ANY WAY THE PROPERTY, AND BUYER HEREBY RELEASES SELLER, ITS
OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS WITH RESPECT TO SUCH
CONDITIONS, EXCEPT FOR ANY MATTERS OF FRAUD OR KNOWING
MISREPRESENTATION.
TO HAVE AND TO HOLD, the said Property, together with all rights, hereditaments and
appurtenances thereto belonging, unto Grantee, its successors, heirs, and assigns forever. And
Grantor does hereby bind itself its successors, heirs, executors, administrators, and personal
representatives to WARRANT AND FOREVER DEFEND the title to said Property unto Grantee,
its successors, heirs, and assigns, against every person whomsoever lawfully claiming or to claim
the same or any part thereof;by,through,or under Grantor,but not otherwise.
When Grantor or Grantee or both of them are more than one(1)person,or when Grantor or Grantee
or both of them are a corporation, limited liability company, partnership, trustee, administrator,
executor, or personal representative, this Deed shall read as though pertinent verbs, nouns, and
pronouns are changed correspondingly, and pronouns of the masculine gender where used herein
shall be construed to include persons of the female sex. When this Deed is executed by or to or by
and to a corporation, limited liability company or partnership, references to "heirs, executors,
administrators,and personal representatives" shall be appropriately disregarded, and when this Deed
is executed by or to or by and to a natural person or persons, references to "successors" shall be
appropriately disregarded.
Grantee has joined in this Deed to evidence Grantee's acceptance of this Deed.
EXECUTED this the day of ,20_.
GRANTOR:
The City of Port Arthur Section 4A Economic
Development Corporation
By:
Jessica Carpenter, CEO
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By:
Secretary
Accepted by GRANTEE:
By:
By:
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STATE OF TEXAS §
COUNTY OF JEFFERSON §
This instrument was acknowledged before me on the day of , 20_, by
Jessica Carpenter, CEO of the City of Port Arthur Section 4A Economic Development
Corporation, a Texas not-for-profit corporation, on behalf of such corporation.
Notary Public, State of Texas
STATE OF TEXAS §
COUNTY OF JEFFERSON §
This instrument was acknowledged before me on the day of , 20_, by
, Secretary of the City of Port Arthur Section 4A Economic Development
Corporation, a Texas not-for-profit corporation, on behalf of such corporation.
Notary Public, State of Texas
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STATE OF §
COUNTY OF §
This instrument was acknowledged before me on the day of , 20_,by
of , on behalf of such corporation.
Notary Public, State of Texas
GRANTEE'S MAILING ADDRESS:
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