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Home My WebLink About2011-166\lcodad\departments\1ega1\our documents\ordinances111\217 e. hickory marthajensen.doc ORDINANCE NO. 2011-166 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS, APPROVING A GRANT APPLICATION FROM MARTHA JENSEN, TENANT OF 217 E. HICKORY STREET, FROM THE DOWNTOWN INCENTIVE REIMBURSEMENT GRANT PROGRAM NOT TO EXCEED $7,235; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on April 3, 2007, the City Council approved a Downtown Incentive Reimbursement Program by Ordinance No. 2007-072; and WHEREAS, Martha Jensen applied for a $7,235 grant; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council of the City of Denton hereby approves the Agreement attached heretowith from Martha Jensen in an amount not to exceed $7,235 from the Downtown Incentive Reimbursement Grant Program. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement and to carry out the duties and responsibilities of the City, including the expenditure of funds as provided in the Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ':1We5� day of (�� J%Y�iI/ , 2011. MARK'A. BURROUG3HS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: �� sAlegakour documentslcontracts1111jensen217 e. hickory agreement.doc DOWNTOWN REIMBURSEMENT GRANT INCENTIVE AGREEMENT This Downtown Reinvestment Grant Incentive Agreement (the "Agreement") is entered into by and between the City of Denton, Texas (the "City"), duly acting herein by and through its Mayor, and Martha Jensen, tenant of 217 E. Hickory Street, and owner of Denton Dough Com- pany, a Corporation (the "Tenant"), duly authorized to do business and in good standing in the State of Texas, duly acting herein by and through its authorized officer. WHEREAS, the City has adopted a resolution which provides that it elects to be eligible to participate in downtown reinvestment grant incentives and has adopted guidelines and criteria governing downtown reinvestment grant incentive agreements known as the Denton Downtown Reinvestment Grant Incentive Program; and WHEREAS, on the 3rd day of April, 2007, the City Council of Denton, Texas (the "City Council") adopted the Denton Downtown Incentive Reimbursement Program (the "Program"), a copy of which is on file in the City of Denton Economic Development Office and which is in- corporated herein by reference; and WHEREAS, the Denton Downtown Incentive Reimbursement Program Policy consti- tutes appropriate "guidelines and criteria" governing downtown reinvestment grant incentive agreements to be entered into by the City; and WHEREAS, Tenant will be the Tenant, as of the Effective Date (as hereinafter defined), which status is a condition precedent, of certain real property, more particularly described in Ex- hibit "A" attached hereto and incorporated herein by reference and made a part of this Agree- ment for all purposes (the "Premises") as of the Effective Date; and June, 2011, Tenant submitted an application for reinvestment with various attachments to the City concerning the contemplated use of the Premises (the "Application"), which is attached he- reto and incorporated herein by reference as Exhibit `B' ; and WHEREAS, the City Council finds that the contemplated use of the Premises, the Con- templated Improvements (as hereinafter defined) to the Premises as set forth in this Agreement, and the other terms hereof are consistent with encouraging development in accordance with the purposes and are in compliance with the Ordinance and Program and similar guidelines and cri- teria adopted by the City and all applicable law; NOW, THEREFORE, the City and Tenant for and in consideration of the premises and the promises contained herein do hereby contract, covenant, and agree as follows: I. TERMS AND CONDITIONS OF REIMBURSEMENT A. In consideration of and subject to the Tenant meeting all the terms and conditions of reimbursement set forth herein, the City hereby grants the following reimbursement: \\codad\departments\legal\our documents\contracts\1 Mjensen 217 e. hickory agreement.doc 1. A reimbursement in an amount not to exceed $7,235 attributable to new capital investments, as hereinafter described, being constructed on the Premises. B. A condition of the Reimbursement is that, by September 20th , 2012 (subject to force maj eure delays not to exceed 180 days), a capital investment in the form of signs and awn- ings as described in Exhibit `B" be constructed on the Premises. For the purposes of this para- graph, the term "force majeure" shall mean any circumstance or any condition beyond the con- trol of Owner, as set forth in Section XXI "Force Majeure" which makes it impossible to meet the above -mentioned thresholds. C. The term "capital investment" is defined as the construction, renovation and equipping of signs and awnings, as described in Exhibit "C" (the "Improvements on the Premis- es", the "Contemplated Improvements" or "Improvements") to include costs related to the con- struction of the Improvements on the Premises. D. A condition of the Reimbursement is that the Contemplated Improvements be constructed and the Premises be used substantially in accordance with the description of the project set forth in Exhibit `B". ment. E. Tenant agrees to comply with all the terms and conditions set forth in this Agree- II. CONDITION OF REIMBURSEMENT A. At the time of the award of the Reimbursement, all ad valorem real property taxes with respect to said property owned within the City shall be current. B. Prior to the award of the Reimbursement, Owner shall have constructed the Capi- tal Improvements as specified in Exhibit "B". III. RECORDS AND EVALUATION OF PROJECT A. The Tenant shall provide access and authorize inspection of the Premises by City employees and allow sufficient inspection of financial information related to construction of the Improvements to insure that the Improvements are made and the thresholds are met according to the specifications and conditions of this Agreement. Such inspections shall be done in a way that will not interfere with Tenant's business operations. Page 2 sAlegal\our documents\contracts\111jensen 217 e. hickory agreement.doc IV. GENERAL PROVISIONS A. The City has determined that it has adopted guidelines and criteria for the Down- town Reimbursement Grant Incentive Program agreements for the City to allow it to enter into this Agreement containing the terms set forth herein. B. The City has determined that procedures followed by the City conform to the re- quirements of the Code and the Policy, and have been and will be undertaken in coordination with Owner's corporate, public employee, and business relations requirements. C. Neither the Premises nor any of the Improvements covered by this Agreement are owned or leased by any member of the City Council, any member of the City Planning and Zon- ing Commission of the City, or any member of the governing body of any taxing units joining in or adopting this Agreement. D. In the event of any conflict between the City zoning ordinances, or other City or- dinances or regulations, and this Agreement, such ordinances or regulations shall control. V. NOTICE All notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designated in writing, by certified mail postage pre- pare, by hand delivery or via facsimile: TENANT: CITY: Martha Jensen George C. Campbell, City Manager Denton Dough Company City of Denton 217 E. Hickory Street 215 East McKinney Denton, Texas 76201 Denton, Texas 76201 Fax No. 940.349.8596 VI. CITY COUNCIL AUTHORIZATION This Agreement was authorized by the City Council by passage of an enabling ordinance at its meeting on the 201h day of September, 2011, authorizing the Mayor to execute this Agree- ment on behalf of the City, a copy of which is attached hereto and incorporated herein by refer- ence as Exhibit "D". Page 3 sAtegakour documents\contracts\11\jenscn 217 e. hickory agreement.doc VII. SEVERABIILTY In the event any section, subsection, paragraph, sentence, phrase or word is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the parties intended at all times to delete said invalid section, subsection, para- graph, sentence, phrase, or word. In the event that (i) the term of the Reimbursement with re- spect to any property is longer than allowed by law, or (ii) the Reimbursement applies to a broader classification of property than is allowed by law, then the Reimbursement shall be valid with respect to the classification of property abated hereunder, and the portion of the term, that is allowed by law. VIII. OWNER STANDING Tenant, as a party to this Agreement, shall be deemed a proper and necessary party in any litigation questioning or challenging the validity of this Agreement or any of the underlying or- dinances, resolutions, or City Council actions authorizing same and Owner shall be entitled to intervene in said litigation. IX. APPLICABLE LAW This Agreement shall be construed under the laws of the State of Texas and is fully per- formable in Denton County, Texas. Venue for any action under this Agreement shall be in Den- ton County, X. ENTIRE AGREEMENT This instrument with the attached exhibits contains the entire agreement between the par- ties with respect to the transaction contemplated in this Agreement. XI. BINDING This Agreement shall be binding on the parties and the respective successors, assigns, heirs, and legal representatives. XII. COUNTERPARTS This Agreement may be executed in counterparts, each of which shall be deemed an orig- inal, but all of which together shall constitute one and the same instrument. Page 4 s:\Iegal\our documents\contracts\l 1\jensen 217 e. hickory agreement.doc XIII. SECTION AND OTHER HEADINGS Section or other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. XIV. NO JOINT VENTURE Nothing contained in this Agreement is intended by the parties to create a partnership or joint venture between the parties, and any implication to the contrary is hereby disavowed. XX. AMENDMENT This Agreement may be modified by the parties hereto to include other provisions which could have originally been included in this Agreement or to delete provisions that were not orig- inally necessary to this Agreement. XXI. FORCE MAJEURE If, because of flood, fire, explosions, civil disturbances, strikes, war, acts of God, or other causes beyond the control of either Party, either Parry is not able to perform any or all of its obli- gations under this Agreement, then the respective Party's obligations hereunder shall be sus- pended during such period but for no longer than such period of time when the party is unable to perform. This Agreement is executed to be effective 30 days after the executed date of the day of , 2011, (the "Effective Date") by duly authorized officials of the City and Tenant. PASSED AND APPROVED this the Rl � day of /%7i2011. CITY OF DENTON GEORGf C. CAMPB LL, CITY MANAGER 4^v� �� K"G- en, a %\ Page 5 sAeconomic developmentlincentivesldowntown grant agreements1217. hickory) ensen agreement original.doe ATTEST: JENNIFER WALTERS, CITY SECRETARY BY. I j /I )nif' , — AP OVED S TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: MARTHA NS N TENANT DENTON DOUGH COMPANY ATTEST: STATE OF TEXAS COUNTY OF DENTON § Before me, the undersi ned authority, a Notary Public in and for said State of Texas, on this day personally appeared ll, City Manager for the City of Denton, known to me to be the person who signed and executed the foregoing instrument, and acknowledged to me that this instrument was executed for the purposes and consideratio therein expressed. Given under my hand and seal of office this th��day of , 2011. TERS Notary Public, NIFER K. L Publi StateofTexas My Commission Expires December 19, 2014 N M Pin andfor the xas My Commission Expires: y Page 6 sAcconomic developmenAincentivesWowntown grant agreementsV 17. hiekoryy ensen agreement original.doc STATE OF TEXAS COUNTY OF DENTON Before me, the undersigned authority, a Notary Public in and for said State of Texas, on this day personally appeared Martha Jensen, Tenant of 217 E. Hickory Street, known to me to be the person who signed and executed the foregoing instrument, and acknowledged to me that this in- strument was executed for the purposes and consideration therein expressed. Given under my hand and seal of office this the 40- day of , 2011. ,.•��arrr, •.,, CHRISTINA DAVIS e. Notary Public, State of Texas My Commission Expires October 21, 2013 a"A��L'�W Notary Public in and for the State of ,G My Commission Expires: Q 2! Page 7 Exhibit A Legal description -- 217 E. Hickory Al 184a H. Cisco, Tr 109, .1606 Acres, Old Dead Tr 33 Exhibit B DOWNTOWN INCENTIVE REIMBURSEMENT GRANT PROGRAM APPLICATION Please return completed with necessary attachments and signature to Downtown Development office, 215 E. McKinney no later than 5 p.m. on the Monday prior to the I" Wednesday of each month. If you have any application questions, please contact the Downtown Project Coordinator at 940-349-7731. If you have any building or sign permit/historic preservation questions, please contact the Historic Preservation Officer at 940-349-7732.& ♦ Applicant Name U DOM h COMPANY (AWT" JENst- Date t7 � -ZOO ♦ Business Name M ELL-Q1 M RS"0 a N1 ♦ Mailing Address 13Z2, PIA6 S00 "f k# i'-b P("T pctrll JY -76Z58 ♦ Contact Phone ?- - 6152 -107-D Email Address_ &(OD O P l' d1DW Mt(U V1YD0M i Afp,1bN1 ♦ BuiIding Owner (ifdifferent from applicant) ELAA lu A 0 ♦ Historical/Current Building Name ♦ Physical Building Address STREET ♦ -) Me of Work: (check all that apply) ade Rehabilitation , Farade - Paint -only Awnings Vftnage +Impact Fee ` Utility Upgrade ♦ Details of Planned Improvements for Downtown Incentive Reimbursement Grant: (attach additional paper if necessary) List Contractor/Project architect Proposals and Total Amounts (please attach original proposals): I. 5 PA-F .1 TV SI 'jq?�s lUll�V-f l r b�rir�N�L� �20 2. ♦ TOTAL COST OF PROPOSED PROJECT: 4 ♦ AMOUNT OF GRANT REQUESTED (50% OF TOTAL COST ABOVE): ♦ Qgmylete bud get detail form attached on page l Attach with all required color samples of paint, awning/canopy, sign design, etc., as well as photographs of building's exterior facade, roof and foundation, Applicant's 10 of 12 Date S:VnoandvePm9*MDownt0wn1ntttt1veOritntftw mAppbcnOnndoe r'� of DOWNTOWN INCENTIVE REIMBURSEMENT GRANT AGREEMENT FORM Please return completed with necessary attachments and signature to Downtown Development office, 215 E. McKinney no later than 5 p.m. on the Monday prior to the 1" Wednesday of each month. If you have any application questions, please contact the Downtown Project Coordinator at 940,349-7731. If you have any building or sign permit/historic preservation questions, please contact the Historic Preservation Officer at 940-349-7732. I have met with the Downtown Project Coordinator, and I fully understand the Downtown Incentive Reimbursement Grant Procedures and Details established by the Denton City Council. I intend to use this grant program for the aforementioned renovation projects to forward the efforts of revitalization and historic preservation of Denton's historic downtown. I have not received, nor will I receive insurance monies for this revitalization project. I have read the Downtown Incentive Reimbursement Grant Application Procedures including the Downtown Incentive Reimbursement Grant Details. I understand that if I am awarded a Downtown Incentive Reimbursement Grant by the Denton City Council, any deviation from the approved project may result in the partial or total withdrawal of the Downtown Incentive Reimbursement Grant. If I am awarded a reimbursement grant for fagade, awning or sign work and the fagade, sign or awning is altered for any reason within one (1) year from construction, I may be required to reimburse the City of Denton immediately for the full amount of the Downtown Incentive Reimbursement Grant. de�NNN Tbvh--I CmPAN 1 d a m t✓1.tAv►r JVI uSt# fzoD Business/Organization Name Applicant' re Printed Name Date uildin ner'., rgn re (if different from applicant) Printed Name Date DTT'FSignature (obtain signature at DITF meeting) Recommendation Date EDPB Signature (obtain signature at EDPB meeting) Recommendation Date 12 of 12 S:Vnorndvt PWV"M0W W"n IncWJV0 GM Pmgnm AppRc abndoc Exhibit C :qAw StarfitoSign 7923 East McKinney - Denton, TX 76208 Phone:(940) 382-8850 Fax: (940) 387-0429 PROPOSAL Proposal #: 24396 Proposal Date: 05/24/11 Customer #: 103709 Page: 1 of 4 .... SOLD'TO:::: ..JOB LOCATION:: MELLOW MUSHROOM PIZZA BAKERS MELLOW MUSHROOM 5375 DRAKE DRIVE 217 EAST HICKORY STREET ATLANTA GA 30336 DENTON TX 76201 Starlite Sign L.P. (HEREINAFTER CALLED THE "COMPANY") HEREBY PROPOSES TO FURNISH ALL THE MATERIALS AND PERFORM ALL THE LABOR NECESSARY FOR THE COMPLETION OF: 14821-0 ESTIMATED PROCUREMENT FEE & CITY FEES TO OBTAIN PERMITS FOR BUILDING SIGN, AS REQUIRED. 14821-2 MANUFACTURE ONE (1) WALL SIGN TO INCLUDE THE FOLLOWING: ONE (1) SET FACE LIT/REVERSE CHANNEL LETTERS READING "MELLOW MUSHROOM"; ONE(1) 3" DEEP "MEL" WITH MOLDED FACE; AND ONE (1)19" TALL SIGN CABINETTAG LINE TO READ "PIZZA BAKERS", COPY TO BE ROVED OUT BACKED WITH ACRYLIC LED ILLUMINATION. SIGN INCLUDE .090 ALUMINUM FCO GRASS. ALL PER STARLITE DRAWING #1105-029R2. 14821-1 INSTALLATION OF ONE (1) WALL SIGN PER STARUTE DRAWING #1105-029R2_ PRICE: PRICE: PRICE: SUB TOTAL: ESTIMATED SALES TAXES: $310.00 $13,670.00 $1,200.00 $15,180.00 $1,252.36 ALL MATERIAL IS GUARANTEED TO BE AS SPECIFIED, AND THE ABOVE TO BE IN ACCORDANCE WITH THE DRAWINGS AND OR SPECIFICATIONS SUBMITTED FOR THE ABOVE WORK AND COMPLETED IN A WORKMANLIKE MANNER FOR THE SUM OF: TOTAL PROPOSAL AMOUNT: . $16,432.36 TERMS: 50.0% DOWN, BALANCE DUE ON COMPLETION (INTEREST OF 1.5% PER MONTH WILL BE ADDED TO PAST DUE ACCOUNTS) PRICE DOES NOT INCLUDE FINAL ELECTRICAL HOOKUP, PERMITS, ENGINEERING OR TAX UNLESS SPECIFICALLY STATED, THE QUOTED PRICE IS A DISCOUNTED CASH PRICE FOR PAYMENT WITH CASH, CHECK, OR WIRE. VISA OR MASTERCARD ARE ACCEPTED WITH A 3% CONVENIENCE FEE. PROPOSAL MAY BE WITHDRAWN IF NOT ACCEPTED WITHIN 30 DAYS, WORK WILL NOT BEGIN UNTIL DEPOSIT AND WRITTEN ACCEPTANCE IS RECEIVED. ANY ALTERATION FROM THE ABOVE SPECIFICATIONS INVOLVING EXTRA COSTS, WILL BE EXECUTED ONLY UPON WRITTEN ORDERS, AND WILL BECOME AN EXTRA CHARGE OVER AND ABOVE THE ESTIMATE TO BE PAID BY THE PURCHASER. COMPANY INITIALS CUSTOMER INITIALS StarliteSign 7923 East McKinney - Denton, TX 76208 Phone:(940) 382-8850 Fax: (940) 387-0429 PROPOSAL Proposal #: 24396 Proposal Date: 05/24/11 Customer #: 103709 Page: 2 of 4 THIS PROPOSAL DOES NOT BECOME EFFECTIVE UNTIL SIGNED AND DATED BY THE COMPANY, TERMS AND CONDITIONS A. REINFORCEMENT OF BUILDING, PHYSICAL CONDITIONS: If Installation is apart of this Agreement, Buyer shall be responsible for and pay for all necessary reinforcements to the building or any other structures on which Display is installed, for relocating power lines or other obstacles, and for any additional Installation costs incurred by Seller due to adverse soil conditions, underground, or other obstructions including but not limited to drilling for excavation or removal of any rock. Unless notified of sprinkler lines or private utility lines prior to drilling Seller, is not responsible for damage caused and shall be indemnified against claims, losses or proceedings arising by replacement, repair or diversion of such services. When pier drilling or excavation Is necessary, Seller will contact Dig Tess or other agents for location of all public utilities. Location of private utilities is the sole responsibility of the Buyer. In the event rock or adverse soil conditions are encountered In the drilling or excavation process, additional monles will be requested by the Seller. B. SERVICE FEED AND COST OF ELECTRICITY: if power Is required for Display, customer agrees to provide wire of suitable capacity and approved type to location of Display in advance of installation, and make connection thereof to Display. Buyer shall be responsible and pay for all electricity used or needed by Display. C. DELIVERY AND PERFORMANCE: Seller shall perform its obligations with due diligence, subject to delay or failure resulting from fire, labor, disputes, unforeseen commercial delays, acts of God, government relations and other causes beyond Its reasonable control. D. FABRICATION INTERUPTIONS: Upon commencement of fabrication of Display by Seller, if Buyer shall cease or extend scheduled fabrication of Display, Buyer, in addition to all other obligations under this agreement, shall be responsible for all Seller's costs and expenses resulting from Interruptions. Buyer will also be responsible for additional expenses Incurred to recommence fabrication including additional labor and material required by Seller to complete fabrication. Any cessation or extension of fabrication schedule requested by Buyer shall be on the sole discretion of Seller and shall not relieve Buyer of any of the obligations under this agreement. E. PERMITS, LICENSES, FEES, and TAXES: If installation is part of this Agreement, Buyer shall be responsible for securing and maintaining In force all necessary permits from the owner of the permits upon which Display is to be installed, and for all other private permissions necessary for the Installation, use and existence of Display. If Seller Is to install Display, Seller shall obtain (as Buyers Agent where necessary) and pay for all permits and licenses from public authorities for the Initial installation of Display. Seller shall not be obligated to commence construction of Display until public permits have been issued. Seller shall secure all necessary permits from the building owner and/or others whose permission Is required for the installation of the Display and Buyer shall be liable for any obstruction of delivery due to delay in obtaining such permission, and if customer executes this contract of sale without ever obtaining permission from party or parties necessary for the installation of said Display, Buyer remains bound to the terms and conditions of the contract as though he had obtained said permissions and agrees to relieve Seller from any liabilities for its failure within 10 days of delivery to erect or install said Display. If such public permits are denied, after reasonable efforts by both parties to secure same, then this Agreement shall terminate without liability to either party except that Buyer shall pay Seller for all manufacturing costs of performing this Agreement theretofore incurred by Seller. Buyer will be responsible that public and private permits, once issued, shall not be revoked. Buyer shall pay all personal property, sales, use and other taxes now or hereafter Imposed on Display, Its purchase hereunder, or the performance ofthis Agreement. F. DEFAULT: Buyer shall be in Default if it fails to perform any of its obligations under this Agreement or any Maintenance Agreement relating to Display between the parties hereto, or if bankruptcy or Insolvency proceedings are instituted by or against Buyer, if Buyer makes any assignment of the benefit of the creditors, or if Buyer shall grant or permit any lion, security interest or other claim to Display. Upon Buyer's Default, all amounts owed to Seller hereunder shall, at Sellers option, become immediately due and payable, and Seller shall have all rights and remedies of a secured party under the uniform Commercial Code and any other applicable laws, and may enter upon Buyer's premises and take possession of Display or render it unusable. Buyer expressly waives any and all rights to notice or hearing prior to Seller taking possession of Display, whether such possession shall be taken by Seller, Its agents or representatives or pursuant to legal process. Unless otherwise provided by law, any requirement of notice of sate or disposition of Display shall be met if such notice is malled postage prepared to Buyer at least 10 days before the time of sale or disposition of Display by Seller, Buyer shall pay for expenses of Seller In retaking, holding and selling Display and In enforcement of other remedies of5eller including reasonable attorney's fees and other legal expenses, G. INSURANCE AND INDEMNITY: During the term of this Agreement, so long as any sum of money due to Seller under this Agreement is unpaid, Buyer will maintain a policy of Insurance Insuring the Display against physical loss and damage In an amount not less than the amount unpaid under this Agreement. Buyer shall cause seller to be shown as a loss payee on such polity. Seller shall maintain at Sellers cost a policy of public liability Insurance to insure against property damage and personal injury caused by the negligence of the Seller. The policy of public liability insurance will exclude damage caused by ads of God, war, riot, civil disobedience and all other exclusions contained In a Texas standard form policy of public liability insurance. Seller also maintains a policy of Workers Compensation insurance. During the term of this Agreement, Seller agrees to indemnify and hold Buyer harmless of and from all causes of action, suits, claims and costs arising from the negligence of the Seller. During the term of this Agreement, Buyer shall indemnify and hold Seller harmless of and from all causes of action, suits, claims and costs for damage to property (including damage to the Display) and personal injuryarisingforthe negligence of Buyer, its agents, servants, employees, representatives and Invitees. H. LIMITED WARRANTY FOR STANDARD AND NEON SIGNS: Seller warrants to Buyer that Display (excluding fluorescent lamps as to which Seller makes no warranty) will be free from defects of materials and workmanship for a period of one year from date of delivery or Installation. Thereafter, Seller warrants Display against defective materials for one additional year from date of delivery or Installation, to the extent of replacement thereof at no cost to Buyer except for labor expended in the replacement of such materials I. LIMITED WARRANTY FOR LED ILLUMINATED SIGNS: All Displays with LED illumination, excluding Electronic Message Centers, will be free from defects of materials and workmanship fora period of two years from date of delivery or installation. 1. LIMITED WARRANTY FOR ELECTRONIC MESSAGE CENTERS: Seller expressly makes no warranty or claims regarding the parts, software, materials, or workmanship of Electronic Message Centers. However, Seller will assist in the fulfillment of any valid manufacturers warranty. Seller will warranty all labor required to fulfill manufacturer's parts warranty for a period of one year from date of installation. COMPANY INITIALS CUSTOMER INITIALS StarfiteSign 7923 East McKinney - Denton, TX 76208 Phone:(940) 382-8850 Fax: (940) 387-0429 PROPOSAL Proposal #: 24396 Proposal Date: 05/24/11 Customer #: 103709 Page: 3 of 4 K. WARRANTY FOR SIGNS NOT INSTALLED BY SELLER: All signs purchased from Seller, but Installed by Buyer or Buyer(s) contractor(s) shall not carry a warranty. Display(s) that require Installation must have installation as part of this contract to be eligible for warranty. THE FOREGOING ARE EXCLUSIVE AND iN LiEU OF All OTHER WARRANTIES, WHETHER EXPRESSOR IMPLIED. L. WAIVER OR BREACH: Time and punctual performance of each provision are of the essence of this Agreement. No waiver by either party of any default shall constitute a waiver of any subsequent default. M.TRANSFER OF AGREEMENT: This Agreement shall be binding upon the respective successors and assigns of the parties. However, the interest of Buyer shall be transferable only with the prior written consent of Seller. N. GOVERNING/APPLICABLE LAW: This Agreement shall be deemed to be a contract made under and shall be constructed in accordance with and governed by the laws of the State of Texas and of the United State of America. This Agreement is made and Is performable in the City of Denton, Denton County, Texas. Buyer and Seller agree that suits brought to enforce or interpret or relating to the terms of this Agreement or alleging default there under shall be brought in the State District Courts or United States District Courts sitting in the City of Denton, Denton County, Texas, which courts shall have exclusive jurisdiction of such claims, and Seller and each surety, guarantor, endorser and other party ever liable for payment of any sums of money payable under this Agreement, jointly and severally waive the right to be sued heron elsewhere. All sums of money due and payable under this Agreement shall be paid to Seller at 7923 E McKinney, Denton, Texas 76208 located in Denton County. 0. INSPECTIONS: Buyer shall inspect the Display immediately upon delivery or Installation and shall notify the Seller In writing of any defects or variances therein within 10 days. In the absences of any such written notification within 10 days, the Display shall be deemed in all respects approved and accepted as satisfactory by Buyer. P. ACCEPTANCE OF AGGEEMENT: This Agreement shall not take effect until signed by Seller In Denton, Denton County, Texas. This Agreement constitutes the entire understanding between the parties. No modifications of this Agreement shall be binding on seller unless approved in writing by Seller. THE ABOVE PRICES, SPECIFICATIONS, AND CONDITIONS ARE SATISFACTORY AND ARE HEREBY ACCEPTED. YOU ARE AUTHORIZED TO DO THE WORK AS SPECIFIED. PAYMENT WILL BE MADE AS OUTLINED IN THE ATTACHED TERMS AND CONDITIONS OF THIS CONTRACT. BY SIGNING YOU ARE ACKNOWLEDGING THATYOU HAVE READ, UNDERSTAND AND WILL ADHERE TO THE CONTRACT AND ATTACHED TERMS AND CONDITIONS. STARLITE SIGN REPRESENTATIVE: BUYER: NAME (PRINTED): SIGNATURE: DATE: TITLE: DATE: TDLR # 18068 Regulated by The Texas Department of Licensing and Regulation, PO Box 12157, Austin, TX 78711, 1-800-803-9202, website: www.license.state.tx.us/complaints. COMPANY INITIALS_ CUSTOMER INITIALS StarliteSign 7923 East McKinney • Denton, TX 76208 Phone:(940) 382-8850 Fax: (940) 387-0429 DEPOSIT INVOICE Invoice #: DP24396 Inv Date: 05/24/11 Customer M. 103709 Page: 4 of 4 .. SOLD TOw.:::.":..:. :JOB LOCATION MELLOW MUSHROOM PIZZA BAKERS MELLOW MUSHROOM 5375 DRAKE DRIVE 217 EAST HICKORY STREET ATLANTA GA 30336 DENTON TX 76201 QTY `...::::r: .::::::::::.:.::.::.:.::..:: ` " DESCRIPTION ::. UNIT: PRIG TOTAL PRICE ESTIMATED PROCUREMENT FEE It CITY FEES TO OBTAIN PERMITS FOR BUILDING SIGN, AS REQUIRED. 1 QUOTE #14821-2 MANUFACTURE ONE (1) WALL SIGN TO INCLUDE THE FOLLOWING: ONE (1) SET FACE LIT/REVERSE CHANNEL LETTERS READING "MELLOW MUSHROOM' ONE(l) 3- DEEP -MEL- WITH MOLDED FACE; AND ONE (1) IT TALL SIGN CABINET TAG LINE TO READ "PIZZA BAKERS-, COPY TO BE ROUED OUT BACKED WITH ACRYLIC LED ILLUMINATION, SIGN INCLUDE .090 ALUMINUM FCO GRASS. ALL PER STARLITE DRAWING #1105-029112. 1 I QUOTE #14821-1 INSTALLATION OF ONE (1) WALL SIGN PER STARLITE DRAWING #1105-029R2. ESTIMATED SALES TAXES TOTAL PROPOSAL AMOUNT FINAL INVOICE AMOUNT MAY VARY UPON COMPLETION '" $13,670.00 1 $13,670.00 $1,200.00 I $1,200.00 ---•--------•-----•- SUB TOTAL $15,180.00 $1,252.36 $16,432.36 PLEASE PAY THIS DEPOSIT AMOUNT: I $8,216.18 Ln a �D E sip aim .'..-•m �_�'=ate a CL. 06 tao c o�p9 ��•oc'�o 8•0: J�: � �Sf� � � :A•ww f: • f j f Ors'•.• .� f Y� S! � S ' � i Y � M..rw. w.rwi ;. •� X i •o."w wwr" � p y f ej •t� i� i • i r . Y a+Y e ' i ■w wwV r t � ..�.• Cl 4'' w.rrY 4 f ■ � 3 � ww wti " 1•iMw f ■ R '..{R MiVr• wwri I�1r 4. r 7 fit �a . c M j �-•.. �f t .f 4� ♦-e• .� . nw .r �1� w..wl f 7'-0' 9' ..Q m A , 6! y7 N _ g. m � A a A w ^C mmO m 3 _ r O � o O N r O V a � C N W. gay IT - w �_ ;'A �ry�Zp�1 N K -- g v �~ s 8A cl m z .. Ha �z s b a a s! 1;7Z m� xi a m 4 3 G7 y22 �F++ � }b r m j T !C 'Ap yC T O 3 s r gR�m■m32�°° a §= � q� O §V k R22/>§32 2 7§P «Re Fa k� CIa_—mow §�k§gm :: §; im (k§/� / rt