2013-084s:llegallour documentslordinances1131denmiss acquisition ordinance.doc
ORDINANCE NO. 2013-084
AN ORDINANCE F1NDING THAT A PUBLIC USE AND NECESSITY EXISTS TO
ACQUIRE FEE SIMPLE TO A 4.620 ACRE TRACT SITUATED 1N THE GIDEON
WALKER SURVEY, ABSTRACT NO. 1330, LOCATED IN THE CITY OF DENTON,
DENTON COUNTY, TEXAS, AS MORE PARTICULARLY DESCRIBED ON EXHIBIT "A",
ATTACHED HERETO AND MADE A PART HEREOF, LOCATED GENERALLY AT 1001
SOUTH MAYHILL ROAD (THE "PROPERTY INTERESTS"), FOR THE PUBLIC USE OF
EXPANDING AND IMPROVING THE CITY OF DENTON LANDFILL, A PERMITTED
MUNICIPAL SOLID WASTE DISPOSAL FACILITY; AUTHORIZING THE CITY
MANAGER OR HIS DESIGNEE TO MAKE AN OFFER TO (1) DENMISS CORPORATION,
A MISSISSIPPI CORPORATION, DYNAMIC COLOR IMAGES, 1NC., A TEXAS
CORPORATION, D/B/A GAMEGUARD CAMOUFLAGE AND ELITE CREATIVE
SOLUTIONS, L.L.C., A TEXAS LIMITED LIABILITY COMPANY (COLLECTIVELY, THE
"OWNER"); (2) SUCCESSORS 1N INTEREST TO THE OWNER TO THE PROPERTY
1NTERESTS; OR (3) ANY OTHER OWNERS OF THE PROPERTY INTERESTS, AS MAY
BE APPLICABLE, TO PURCHASE THE PROPERTY INTERESTS FOR THE PURCHASE
PRICE OF ONE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS AND NO
CENTS ($1,250,000.00), AND OTHER CONSIDERATION, AS PRESCRIBED IN THE
CONTRACT OF SALE (THE "AGREEMENT"), AS ATTACHED HERETO AND MADE A
PART HEREOF AS EXHIBIT "B"; AUTHORIZING THE EXPENDITURE OF FUNDS
THEREFOR; AUTHORIZING RELOCATION EXPENDITURES; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, after due consideration of the public interest and necessity and the public
use and benefit to accrue to the City of Denton, Texas; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Council finds that a public use and necessity exists, and that the
public welfare and convenience require the acquisition of the Property Interests by the City of
Denton, Texas (the "City"). The City Council hereby finds and determines that the acquisition
of the Property Interests is necessary for public use to provide expansion and improvements to
the City of Denton Landfill, a permitted municipal solid waste disposal facility, to serve the
public and the citizens of the City of Denton, Texas.
SECTION 2. The City Manager, or his designee, is hereby authorized to make a formal
offer to purchase the Property Interests to (i) the Owner; (ii) any and all of Owner's successors in
interest to the Property Interests; or (iii) any other parties who may own any interest in the
Property Interests, as may be applicable.
SECTION 3. The City Manager, or his designee, is hereby authorized to (a) execute for
and on behalf of the City (i) the Agreement, by and between the City and Owner, or other owners
of the Property Interests, as applicable, in the form attached hereto and made a part hereof as
Exhibit "B", with a purchase price of $1,250,000.00 and other consideration, plus costs and
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expenses, all as prescribed in the Agreement; and (ii) any other documents necessary for closing
the transaction contemplated by the Agreement.
SECTION 4. The City Manager is authorized to make expenditures in accordance with
(i) the terms of the Agreement; and (ii) Ordinance No. 2012-073, dated April 17, 2012,
pertaining to relocation related expenses and advisory services.
SECTION 5. The City Manager, or his designee, is directed, by certified mail, return
receipt requested, to disclose to Owner, or other owners of the Property Interests, as applicable,
any and all appraisal reports produced or acquired by the City relating specifically to the
Owner's property and prepared in the 10 years preceding the date of the offer made by the
Agreement.
SECTION 6. The offer to Owner, or other owners of the Property Interests, as
applicable, shall be made in accordance with all applicable law.
SECTION 7. If any section, article, paragraph, sentence, phrase, clause or word in this
ordinance, or application thereof to any persons or circumstances, is held invalid or
unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of
the remaining portions of this ordinance; the City Council declares that it would have ordained
such remaining portion despite such invalidity, and such remaining portion shall remain in full
force and effect.
SECTION 8. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the �� day of , 2013.
u : : ► : : 1: : �`its;;i►���� � '
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By. l
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By:
Page 2
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Exhibit "A"
to
Ordinance
Legal Description
BEING all that certain lot, tract or parcel of land situated in the Gideon Walker Survey, Abstract
Number 1330, and being all of Lot 1-R, Block A, Phase One of Ronjon Group Business Park, an
addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in
Cabinet Q, Page 350, Plat Records, Denton County, Texas (P.R.D.C.T.), and being all that
certain tract of land described by deed to Denmiss Corporation, recorded under Instrument
Number 2005-62999, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), and being
more particularly described as follows:
BEGINNING at an "X" cut in concrete found for the northwest corner of said Lot 1-R, same
point being in the south line of a tract of land described by deed to Shiron Investments, LLC.,
recorded under Instrument Number 2007-34590, O.P.R.D.C.T., and being in the east line of
Mayhill Road;
THENCE South 89 degrees 33 minutes 14 seconds East, passing at 106.93 feet, a 1/2 inch iron
rod found for the southeast corner of said Shiron tract and the southwest corner of Tower
Addition, an addition to the City of Denton, Denton County, Texas, according to the plat thereof
recorded in Cabinet M, Page 115, P.R.D.C.T., continuing on for a total distance of 413.27 feet to
a 1/2 inch iron rod found for the northeast corner of said Denmiss tract and said Lot 1-R, same
point being in the south line of said Tower Addition and the west line of a tract of land described
by deed to the City of Denton, recorded in Volume 2431, Page 843, Deed Records, Denton
County, Texas;
THENCE South 00 degrees 51 minutes 11 secands West, with the west line of said City of
Denton tract, a distance of 171.84 feet to a 1/2 inch iron rod found for the southeast corner of
said Lot 1-R;
THENCE South 02 degrees 39 minutes 57 seconds West, with the west line of said City of
Denton tract, a distance of 301.96 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur
Surveying Company" (A.S.C.) set for the southeast corner of said Denmiss tract and the
northeast corner of a tract of land described by deed to Weldon Wilson and wife, Terri Wilson,
recorded under Instrument Number 2004-42942, O.P.R.D.C.T.;
THENCE North 88 degrees 48 minutes 03 seconds West, with the north line of said Wilson
tract, a distance of 430.65 feet to a 1/2 inch iron rod with yellow cap stamped "A.S.C." found for
the southwest corner of said Denmiss tract and the northwest corner of said Wilson tract, same
point being in the east right-of-way line of said Mayhill Road;
THENCE North 00 degrees 50 minutes 29 seconds East, with the east line of said Mayhill Road,
a distance of 296.09 feet to an "X " cut set in concrete for corner;
Page 3
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THENCE South 89 degrees 33 minutes 14 seconds East, a distance of 26.46 feet to a 1/2 inch
iron rod found for the southwest corner of said Lot 1-R, same point being in the line of said
Mayhill Road;
THENCE North O l degrees O1 minutes 50 seconds East, with the east line of said Mayhill Road,
a distance of 171.84 feet to the POINT OF BEGINNING and containing 4.620 acres of land,
more or less.
Page 4
STATE OF TEXAS §
COUNTY OF DENTON §
EXHIBIT "B"
TO
ORDINANCE
CONTRACT OF SALE
NOTICE
YOU, AS OWNER OF THE PROPERTY (AS DEFINED SELOW), HAVE
THE RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT
REGARDING THE CITY OF DENTON'S ACQUISITION OF THE
PROPERTY WITH OTHERS; OR (2) KEEP THE OFFER OR
AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR
AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE.
This Contract of Sale (the "Contract") is made this �/Z day of
�'' �� , 2013, effective as of the date of last execution hereof by Seller,
as efined herein (tlie "Effective Date"), by and between Denmiss Corporation, a
Mississippi corporation ("Denmiss"), Dynamic Color Images, Inc., a Texas corporation,
d/b/a GameGuard Camouflage ("Dynamic") and Elite Creative Solutions, L.L.C., a Texas
limited liability company ("Elite") (Denmiss, Dynamic and Elite are collectively referred
to herein as "Seller") and the City of Denton, Texas, a Home Rule Municipal Corporation
of Denton County, Texas (referred to herein as "Buyer").
RECITALS
WHEREAS, Seller owns that certain tract of land being more particularly
described on Exhibit "A", attached hereto and made a part hereof for all purposes, being
located in Denton County, Texas (the "Land"); and
WHEREAS, Seller desires to sell to Buyer, and Buyer desires to buy from Seller,
the Land, together with any and all rights or interests of Seller in and to adjacent streets,
alleys and rights of way and together with all and singular the improvements and fixtures
thereon and all other rights and appurtenances to the Land (collectively, the "Property").
ARTICLE I
SALE OF PROPERTY
For the consideration hereinafter set forth, and upon the terms, conditions and
provisions herein contained, and subject to the reservations herein, Seller agrees to sell
and convey to Buyer, and Buyer agrees to purchase from Seller, the Property.
Denmiss, subject to the limitation of such reservation made herein, shall reserve,
for itself, its, successors and assigns all oil, gas and other minerals in, on and under and
that may be produced from the Property. Denmiss, its successors and assigns shall not
have the right to use or access the surface of the Property, in any way, manner or form, in
connection with or related to the reserved oil, gas, and other minerals and/or related to
exploration and/or production of the oil, gas and other minerals reserved herein, including
without limitation, use or access of the surface of the Property for the location of any well
or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit
areas, seismic activities, tanlcs or tank batteries, pipelines, roads, electricity or other
utility infrastructure, and/or for subjacent or lateral support for any surface facilities or
well bores, or any other infrastructure or improvement of any kind or type in connection
with or related to the reserved oil, gas and other minerals, and/or related to the
exploration or production of same.
As used herein, the term "other minerals" shall include oil, gas and all associated
hydrocarbons, and shall exclude (i) all substances that any reasonable extraction, mining
or other exploration and/or production method, operation, process or procedure would
consume, deplete or destroy the surface of the Property; and (ii) all substances which are
at or near the surface of the Property. The intent of the parties hereto is that the meaning
of the term "other minerals" as utilized herein, shall be in accordance with that set forth
in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980).
As used herein, the term "surface of the Property" shall include the area from the
surface of the earth to a depth of five hundred feet (500') below the surface of the earth
and a11 areas above the surface of the earth.
ARTICLE II
PURCHASE PRICE AND EARNEST MONEY
2.01 Purchase Price. The Purchase Price to be paid jointly to Seller for the Property
is the sum of One Million Two Hundred Fifty Thousand and No/100 Dollars
($1,250,000.00) (the "Purchase Price"), said Purchase Price to be allocated by the Title
Company at Closing, each as defined below, among Seller, as agreed to by Seller.
2.02 Earnest Money. Buyer shall deposit, the sum of Five Thousand and No/100
Dollars ($5,000.00), as Earnest Money (herein so called) with Title Resources, LLC, 525
South Loop 288 , Suite 125, Denton, Texas, 76205, (the "Title Company"), as escrow
agent, within fourteen (14) calendar days of the Effective Date hereo£ All interest earned
thereon shall become part of the Earnest Money and shall be applied or disposed of in the
same manner as the original Earnest Money deposit, as provided in this Contract. If the
purchase contemplated hereunder is consummated in accordance with the terms and the
provisions hereof, the Earnest Money, together with all interest earned thereon, shall be
applied to the Purchase Price at Closing. In all other events, the Earnest Money, and the
interest accrued thereon, shall be disposed of by the Title Company as provided in this
Contract.
2.03 Independent Contract Consideration. Within fourteen (14) calendar days after
the Effective Date, Buyer shall deliver to the Title Company, jointly payable to and for
the benefit of Seller, a checic in the amount of One Hundred and No/100 Dollars ($100.00�
Contract of Sale
Page 2 of 37
(the "Independent Contract Consideration"), which amount the parties hereby
acknowledge and agree has been bargained for and agreed to as consideration for Seller's
execution and delivery of the Contract. The Independent Cantract Consideration is in
addition to, and independent of any other consideration or payment provided in this
Contract, is non-refundable, and shall be retained by Seller notwithstanding any other
provision of this Contract.
ARTICLE III
TITLE AND SURVEY
3.01 Title Commitment.
(a) Within twenty (20) calendar days after the Effective Date, Seller shall cause to be
furnished to Buyer a current Commitment for Title Insurance (the "Title
Commitment") for the Property, issued by Title Company. The Title
Commitment shall set forth the state of title to the Property, including a list of
liens, mortgages, security interests, encumbrances, pledges, assignments, claims,
charges, leases (surface, space, mineral, or otherwise), conditions, restrictions,
options, severed mineral or royalty interests, conditional sales contracts, rights of
first refusal, restrictive covenants, exceptions, easements (temporary or
permanent), rights-of-way, encroachments, or any other outstanding claims,
interests, estates or equities of any nature (each of which are referred to herein as
an "Exception").
(b) Along with the Title Commitment, Seller shall also cause to be delivered to
Buyer, at Buyer's sole cost and expense, true and correct copies of all instruments
that create or evidence Exceptions (the "Exception Documents"), including those
described in the Title Commitment as exceptions to which the conveyance will be
subject and/or which are required to be released or cured at or prior to Closing.
3.02 Survey. Within thirty (30) calendar days after the Effective Date, Seller shall
cause to be prepared at Buyer's expense, a current on the ground survey of the Property
(the "Survey"). The contents of the Survey shall be prepared by a surveyor selected by
Buyer and shall include the matters prescribed by Buyer, which may include but not be
limited to, a depiction of the location of all roads, streets, easements and rights of way,
both on and adjoining the Property, water courses, 100 year flood plain, fences and
improvements and structures of any kind. The Survey shall describe the size of the
Property, in acres, and contain a metes and bounds description thereof. Seller shall
furnish or cause to be furnished any affidavits, certiiicates, assurances, and/or resolutions
as required by the Title Company in order to amend the survey exception as required by
Section 3.05, below. The description of the Property as set forth in the Survey, at the
Buyer's election, shall be used to describe the Property in the deed to convey the Property
to Buyer and sha11 be the description set forth in the Title Policy.
3.03 Review of Title Commitment, Survey and Exception Documents. Buyer shall
have a period of fifteen (15) calendar days (the "Title Review Period") commencing with
Contract of Sale
Page 3 of 37
the day Buyer receives the last of the Title Commitment, the Survey, and the Exception
Documents, in which to give written notice to Seller, specifying Buyer's objections to
one or more of the items ("Objections"), if any. All items set forth in the Schedule C of
the Title Commitment, and all other items set forth in the Title Commitment which are
required to be released or otherwise satisfied at or prior to Closing, shall be deemed to be
Objections without any action by Buyer.
3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. The Seller shall,
within twenty (20) calendar days after Seller is provided notice of Objections, either
satisfy the Objections at Seller's sole cost and expense or promptly notify Buyer in
writing of the Objections that Seller cannot or will not satisfy at Seller's expense.
Notwithstanding the foregoing sentence, Seller shall, in any event, be obligated to cure
those Objections or Exceptions that have been voluntarily placed on or against the
Property by Seller after the Effective Date. If Seller fails or refuses to satisfy any
Objections that Seller is not obligated to cure within the allowed twenty (20) calendar day
period, as may be extended by Buyer, in its sole and absolute discretion, then Buyer has
the option of either:
(a) waiving the unsatisfied Objections by, and only by, notice in writing to Seller
prior to Closing, in which event those Objections shall become Permitted
Exceptions (herein so called), or
(b) terminating this Contract by notice in writing prior to Closing and receiving back
the Earnest Money, in which latter event Seller and Buyer sha11 have no further
obligations, one to the other, with respect to the subject matter of this Contract.
3.04.A Additional Title Commitment. Due to the fact that the effective period of the
Title Commitment shall expire prior to Closing, Seller shall cause to be furnished to
Buyer, no earlier than ninety one (91) calendax days after the Effective Date and no later
than one hundred ten (110) calendar days after the Effective Date, a Title Commitment
("Updated CommitmenY'), in the form of the Title Commitment prescribed by Section
3.01, above. Buyer shall have fifteen (15) calendar days to review and provide
Objections, if any, to the items in the Updated Commitment in the same manner as
prescribed by Section 3.03 above, related to the Title Commitment. All time periods
related to review and cure of the Objections, waiver of uncured Objections and
termination of this Contract, as set forth in this Article III, shall be applicable to the
Objections by Buyer to the Updated Commitment, if any, and Closing shall be so
extended to accommodate such review and cure period.
3.05 Title Policy. At Closing, Seller, at Buyer's sole cost and expense, shall cause a
standard Texas Owner's Policy of Title Insurance ("Title Policy") to be furnished to
Buyer. The Title Policy shall be issued by the Title Company, in the amount of the
Purchase Price and insuring that Buyer has indefeasible fee simple title to the Property,
subject only to the Permitted Exceptions. The Title Policy may contain only the
Permitted Exceptions and shall contain no other exceptions to title, with the standard
printed or common exceptions amended or deleted as follows:
Contract of Sale
Page 4 of 37
(a) survey exception must be amended if required by Buyer to read "shortages in
area" only (although Schedule C of the Title Commitment may condition
amendment on the presentation of an acceptable survey and payment, to be borne
solely by Buyer, of any required additional premium);
(b) no exception will be permitted for "visible and apparent easements" or words to
that effect (although reference may be made to any specific easement or use
shown on the Survey, if a Permitted Exception);
(c) no exception will be permitted for "rights of parties in possession", unless agreed
otherwise by Buyer;
(d) no liens will be shown on Schedule B.
Notwithstanding the enumeration of the following exceptions, amendments and/or
deletions, Buyer may object to any Exception it deems material, in its sole discretion.
ARTICLE IV
FEASIBILITY REVIEW PERIOD
4.01 Review Period. Any term or provision of this Contract notwithstanding, the
obligations of Buyer specified in this Contract are wholly conditioned on Buyer's having
determined, in Buyer's sole and absolute discretion, during the period commencing with
the day after the Effective Date of this Contract and ending sixty (60) calendar days
thereafter (the "Absolute Review Period"), based on such tests, examinations, studies,
investigations and inspections of the Property the Buyer deems necessary or desirable,
including but not limited to studies or inspections to determine the existence of any
environmental hazards or conditions, performed at Buyer's sole cost, that Buyer finds the
Property suitable for Buyer's purposes. Buyer is granted the right to conduct engineering
studies of the Property, and to conduct a physical inspection of the Property, including
inspections that invade the surface and subsurface of the Property. If Buyer determines,
in its sole judgment, that the Property is not suitable, for any reason, for Buyer's intended
use or purpose, the Buyer may terminate this Contract by written notice to the Seller, as
soon as reasonably practicable, but in any event prior to the expiration of the Absolute
Review Period, in which case the Earnest Money will be returned to Buyer, and neither
Buyer nor Seller shall have any further duties or obligations hereunder. In the event
Buyer elects to terminate this Contract pursuant to the terms of this Article IV, Section
4.01, Buyer will provide to Seller copies of (i) any and all non-confidential and non-
privileged reports and studies obtained by Buyer during the Absolute Review Period; and
(ii) the Survey.
Contract of Sale
Page 5 of 37
ARTICLE V
REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS
5.01 Representations and Warranties of Seller. To induce Buyer to enter into this
Contract and consummate the sale and purchase of the Property in accordance with the
terms and provisions herewith, unless specifically provided otherwise herein, Seller
represents and warrants to Buyer as of the Effective Date and as of the Closing Date,
except where specific reference is made to another date, that:
(a) The descriptive information concerning the Property and the owners thereof being
the Seller, as set forth in this Contract, is complete, accurate, true and correct.
(b) There are no adverse or other parties in possession of the Property or any part
thereof, and no party has been granted any license, lease or other right related to
the use or possession of the Property, or any part thereof, except those described
in the Leases, as defined in Article V, Section 5.02(a).
(c) Denmiss represents and warrants that it has indefeasible fee simple title to the
Property, subject only to the Permitted Exceptions.
(d) The Seller has the full right, power, and authority to sell and convey the Property
as provided in this Contract and to carry out Seller's obligations hereunder, each
party executing this Contract for and on behalf of Seller has been duly authorized
to act in such behalf to bind Se11er to the terms hereof, and this Contract is valid
and enforceable against Seller as provided herein.
(e) The Seller has not received notice of, and has no other knowledge or information
of, any pending or threatened judicial or administrative action, or any action
pending or threatened by adjacent landowners or other persons, including without
limitation, Dynamic and Elite, against or affecting the Property.
(f� The Seller has disclosed to Buyer in writing of any and all facts and
circumstances relating to the physical condition of the Property that may
materially and adversely affect the Property and operation or intended operation
thereof, or any portion thereof, of which Seller has knowledge.
(g) The Seller has paid a11 real estate and personal property taxes, assessments,
excises, and levies that are presently due, if any, which are against or are related
to the Property, or will be due as of the Closing, and the Property will be subject
to no such liens.
(h) Seller has not contracted or entered into any agreement with any real estate
broker, agent, finder, or any other party in connection with this transaction or
taken any action which would result in any real estate broker commissions or
Contract of Sale
Page 6 of 37
finder's fee or other fees payable to any other party with respect to the
transactions contemplated by this Contract.
(i) To the best of Seller's lcnowledge, there has not occurred the disposal or release
of any Hazardous Substance to, on or from the Property.
As used in this Contract, "Hazardous Substance" means and includes all
hazardous and toxic substances, waste or materials, chemicals, and any pollutant
or contaminant, including without limitation, PCB's, asbestos, asbestos-
containing material, petroleum products and raw materials, that are included
under or regulated by any Environmental Law or that would or may pose a health,
safety or environmental hazard.
As used in this Contract, "Environmental Law" means and includes all federal,
state, and local statutes, ordinances, regulations and rules presently in force or
hereafter enacted relating to environmental quality, contamination, and clean-up
of Hazardous Substances, including without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C. 9601, et
seq.), as amended by the Superfund Amendments and Reauthorization Act of
1986, the Resource Conservation and Recovery Act (42 U.S.C. 6901, et seq.), as
amended, Toxic Substance Control Act, 15 U.S.C. 2601, et seq., and state
superlien and environmental clean-up statutes and all rules and regulations
presently or hereafter promulgated under or related to said statutes, as amended.
(j) Either (i) all Leases, as defined in Article V, Section 5.02(a), shall have expired
or otherwise terminated and, subject to applicable law and the Relocation
Ordinance, as deiined below, any and all tenants or parties occupying the Property
pursuant to the Leases shall have permanently abandoned and vacated the
Property on or before the date of Closing; or (ii) Dynamic and Elite shall execute
and deliver at Closing the Termination of Lease and Quitclaim, substantially in
the form as attached to this Contract and made a part hereof as Exhibit "C" and
Exhibit "D", respectively.
(k) The Seller is not a"foreign person" as defined in Section 1445 of the Internal
Revenue Code of 1986, as amended.
(1) There are no Leases that encumber the Property other than those now existing in
favor of Dynamic and Elite.
(m) Seller has no knowledge of any issues related to the Property that, if not cured or
corrected, would result in (i) an increase in the cost of any Insurance Policy, as
defined below; or (ii) termination of an Insurance Policy.
Contract of Sale
Page 7 of 37
5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer
as follows:
(a) Unless stated otherwise, within ten (10) calendar days after the Effective Date,
Seller, at Seller's sole cost and expense, shall deliver to Buyer, with respect to the
Property, true, correct, and complete copies of the following:
(i) All lease, sub-lease and/or occupancy agreements and/or licenses of any
kind or nature (if oral, Seller shall provide to Buyer in writing all material
terms thereof) relating to the possession of the Property, or any part
thereof, including any and all modifications, supplements, and
amendments thereto (the "Leases").
(ii) All environmental audits, soil tests and engineering and feasibility reports,
including any and all modifications, supplements and amendments thereto,
with respect to the Property that Seller possesses or has the right to
receive.
(iii) All fire, hazard, liability and other insurance policies held by Seller related
to the Property ("Insurance Policies").
(b) From the Effective Date until the date of Closing or earlier termination of this
Contract, Seller shall:
(i) Operate and maintain the Property diligently and in the ordinary course of
Sellers' business.
(ii) Maintain all Insurance Policies in full force and effect.
(iii) Not enter into any written 'or oral contract, lease, sublease, easement or
right of way agreement, conveyance or any other agreement of any kind
with respect to, or affecting, the Property that will not be fully performed
on or before the Closing or wauld be binding on Buyer or the Property
after the date of Closing.
(iv) Advise the Buyer promptly of any litigation, arbitration, or administrative
hearing concerning or affecting the Property.
(v) Not take, or omit to take, any action that would result in a violation of the
representations, warranties, covenants, and agreements of Seller.
(vi) Not sell, assign, lease, sublease or convey any right, title or interest
whatsoever in or to the Property, or create, grant or permit to be attached
or perfected, any lien, encumbrance, or charge thereon, or amend or
modify any of the Leases.
Contract of Sale
Page 8 of 37
(c) Each Seller, to the extent arising or incurred due to action or omission by such
Seller, shall indemnify and hold Buyer harmless, to the extent permitted by law,
from all loss, liability, and expense, including, without limitation, reasonable
attorneys' fees, arising or incurred as a result of any liens or claims resulting from
labor or materials furnished to the Property under any written or oral contracts
arising or entered into prior to Closing.
5.03 Survival Beyond Closing. Notwithstanding anything to the contrary contained in
this Contract, the representations, warranties, covenants and agreements of Seller
contained in this Contract sha11 survive the Closing, and shall not, in any circumstance,
be merged with the Special Warranty Deed, as described in Article VII, Section 7.02(a).
ARTICLE VI
CONDITIONS PRECEDENT TO PERFORMANCE
6.01 Performance of Seller's Obligations. Buyer is not obligated to perform under
this Contract unless, within the designated time periods, all of the following shall have
occurred:
(a) Seller has performed, furnished, or caused to be furnished to Buyer all items
required to be so performed or furnished under other sections of this Contract; and
(b) Seller cures or Buyer waives in writing, within the time periods specified in
Article III, all of Buyer's objections made in accordance with Article III.
6.02 Breach of Seller's Representations, Warranties, Covenants and Agreements.
Buyer is not obligated to perform under this Contract unless all representations,
warranties, covenants and agreements of Seller contained in this Contract are true and
correct or have been performed, as applicable; as of the Closing Date, except where
specific reference is made to another date.
6.03 Adverse Change. Buyer is not obligated to perform under this Contract, if on the
date of Closing, any portion of the Property has been condemned by an entity other than
Buyer, or is the subject of condemnation, eminent domain, or other material proceeding
initiated by an entity other than Buyer, or the Property, or any part thereof, has been
materially or adversely impaired in any manner.
6.04 Review Period. Buyer is not obligated to perform under this Contract if Buyer
delivers notice to Seller pursuant to Article IV, Section 4.01 that Buyer has determined
that the Property is unsuitable to or for Buyer's purposes.
6.05 Buyer's Right to Waive Conditions Precedent. Notwithstanding anything
contained in this Contract to the contrary, Buyer may, at Buyer's option, elect to waive
any of the conditions precedent to the performance of Buyer's obligations under this
Contract by giving to the Seller, at any time prior to Closing, a written waiver specifying
the waived condition precedent.
Contract of Sale
Page 9 of 37
6.06 Buyer's Termination if Conditions Precedent Not Satisfied or Waived. If any
of the conditions precedent to the performance of Buyer's obligations under this Contract
have not been satisfied by Seller or waived by the Buyer, the Buyer may, by giving
written notice to Seller, terminate this Contract. On Buyer's ternunation, the Earnest
Money shall be immediately returned to Buyer by the Title Company. The Seller shall,
on written request from Buyer, promptly issue the instructions necessary to instruct the
Title Company to return to Buyer the Earnest Money and, thereafter, except as otherwise
provided in this Contract, Buyer and Seller shall have no further obligations under this
Contract, one to the other.
ARTICLE VII
CLOSING
7.01 Date and Place of Closing. The Closing (herein so called) sha11 take place in the
offices of the Title Company and shall be accomplished through an escrow to be
established with the Title Company, as escrowee. The Closing Date (herein sometimes
called), shall be one hundred and eighty (180) calendar days after the Effective Date,
unless otherwise mutually agreed upon by Buyer and Seller.
7.02 Items to be Delivered at the Closing.
(a) Denmiss. At the Closing, Denmiss, shall deliver or cause to be delivered to
Buyer or the Title Company for the benefit of Buyer, at the expense of the party
designated herein, the following items:
(i) The Title Policy, in the form specified in Article III, Section 3.05;
(ii) The Special Warranty Deed, substantially in the form as attached hereto as
Exhibit "B", subject only to the Permitted Exceptions, if any, duly
executed by Denmiss and acknowledged;
(iii) Other items reasonably requested by the Title Company as administrative
requirements for consummating the Closing.
(b) Dvnamic and Elite. In the event the Leases shall have not expired or otherwise
terminated on or before the date of Closing, Dynamic and Elite shall deliver or
cause to be delivered to Buyer or the Title Company for the benefit of Buyer, the
following items:
(i) Termination of Lease and Quitclaim, substantially in the form attached
hereto as Exhibit "C" and Exhibit "D", respectively, establishing
termination of the Leases and the quitclaim of any other claim of right to
the Property to Buyer;
(u) Other items reasonably requested by the Title Company as administrative
requirements for consummating the Closing.
Contract of Sale
Page 10 of 37
(c) Buver• At the Closing, Buyer shall deliver to Seller jointly or the Title Company
for the joint benefit of Seller, except as otherwise provided herein, the following
items:
(i) The sum required by Article II, Section 2.01, less the Earnest Money and
interest earned thereon, in the form of a check or cashier's check or other
immediately available funds, to be allocated among Seller, as agreed to by
Seller; however, in the event the Leases shall have terminated prior to
Closing, the sum described herein shall be delivered to the Title Company
for the benefit of Deruniss, unless otherwise specified to Buyer by Seller;
(ii) Other items reasonably requested by the Title Company as administrative
requirements for consummating the Closing.
7.03 Adjustments at Closing. Notwithstanding anything to the contrary contained in
this Contract and without limiting the general application of the provisions of Section
5.03, above, the provisions of this Article VII, Section 7.03 shall survive the Closing.
The following item shall be adjusted or prorated between each applicable Seller and
Buyer with respect to the Property:
(a) Ad valorem taxes relating to the Property for the calendar year in which the
Closing shall occur shall be prorated between each applicable Seller and Buyer as
of the Closing Date. If the actual amount of taxes for the calendar year in which
the Closing shall occur is not known as of the Closing Date, the proration at
Closing shall be based on the amount of t�es due and payable with respect to the
Property for the preceding calendar year. As soon as the amount of taxes levied
against the Property for the calendar year in which Closing shall occur is known,
each Seller and Buyer shall readjust in cash the amount of taxes to be paid by
each party with the result that each Seller shall pay for those taxes attributable to
their ownership interest in the Property for the period of time prior to the Closing
(including, but not limited to, subsequent assessments for prior years due to
change of land usage or ownership occurring prior to the date of Closing) and
Buyer shall pay for those taxes attributable to the period of time commencing
with the Closing Date.
7.04 Possession at Closing. Possession of the Property, subject to the Relocation
Ordinance, as defined below, shall be delivered to Buyer at Closing.
7.05 Costs of Closing. Each party is responsible for paying the legal fees of its
counsel, in negotiating, preparing, and closing the transaction contemplated by this
Contract. Seller is responsible for paying fees, costs and expenses identified herein as
being the responsibility of Seller. Buyer is responsible for paying fees, costs and
expenses identified herein as being the responsibility of Buyer. If the responsibility for
such costs or expenses associated with closing the transaction contemplated by this
Contract are not identified herein, such costs or expenses shall be allocated between the
Contract of Sale
Page 11 of 37
parties in the customary manner for closings of real property similar to the Property in
Denton County, Texas.
ARTICLE VIII
DEFAULTS AND REMEDIES
8.01 Seller's Defaults and Buyer's Remedies.
(a) Seller's Defaults. Seller is in default under this Contract on the occurrence of any
one or more of the following events:
(i) Any of Seller's warranties or representations contained in this Contract are
untrue on the Closing Date; or
(ii) Seller fails to meet, comply with or perform any covenant, agreement,
condition precedent or obligation on Seller's part required within the time
limits and in the manner required in this Contract; or
(iii) Seller fails to deliver at Closing, the items specified in Article VII,
Section 7.02(a) and 7.02(b), as applicable, of this Contract for any reason
other than a default by Buyer or termination of this Contract by Buyer
pursuant to the terms hereof prior to Closing.
(b) Buyer's Remedies. If Seller, or any of them, is in default under this Contract,
Buyer as Buyer's sole and exclusive remedies for the default, may, at Buyer's
sole option, do any of the following:
(i) Terminate this Contract by written notice delivered to Seller in which
event the Buyer shall be entitled to a return of the Earnest Money, and
Seller shall, promptly on written request from Buyer, execute and deliver
any documents necessary to cause the Title Company to return to Buyer
the Earnest Money;
(ii) Enforce specific performance of this Contract against Seller, requiring
Seller to convey the Property to Buyer subject to no liens, encumbrances,
exceptions, and conditions other than those shown on the Title
Commitment, whereupon Buyer shall waive title objections, if any, and
accept such title without reduction in Purchase Price on account of title
defects and shall be entitled to assert any rights for damages based on
Seller's representations, warranties and obligations that are not waived by
Buyer by its acceptance of Seller's title; and
(iii) Seek other recourse or relief against any Seller that is in default hereunder
as may be available to Buyer at or by law, equity, contract or otherwise.
Contract of Sale
Page 12 of 37
8.02 Buyer's Default and Seller's Remedies.
(a) Buyer's Default. Buyer is in default under this Contract if Buyer fails to deliver
at Closing, the items specified in Article VII, Section 7.02(c) of this Contract for
any reason other than a default by Seller under this Contract or termination of this
Contract by Buyer pursuant to the terms hereof prior to Closing.
(b) Seller's Remedy. If Buyer is in default under this Contract, Seller, as Seller's
sole and exclusive remedies for the default, may, at Seller's sole option, do either
one of the following:
(i) Terminate this Contract by written notice delivered to Buyer in which
event the Seller sha11 be entitled to a return of the Earnest Money, and
Buyer shall, promptly on written request from Seller, execute and deliver
(ii)
any documents necessary to cause the Title Company to return to Seller
the Earnest Money; or
Enforce specific performance of this Contract against Buyer.
ARTICLE IX
MISCELLANEOUS
9.01 Notice. All notices, demands, requests, and other communications required
hereunder shall be in writing, delivered, unless expressly provided otherwise in this
Contract, by telephonic facsimile, by hand delivery or by United States Mail, and shall be
deemed to be delivered and received, upon the earlier to occur of (a) the date provided if
provided by telephonic facsimile or hand delivery, and (b) the date of the deposit of, in a
regularly maintained receptacle for the United States Mail, registered or certified, return
receipt requested, postage prepaid, addressed as follows:
SELLER:
BUYER:
Denmiss Corporation, for itself and City of Denton
in care of Dynamic Color Images, Inc. d/b/a Paul Williamson
GameGuard Camouflage and Real Estate and Capital Support
Elite Creative Solutions, L.L.C. 901-A Texas Street
Copies to:
For Seller:
Denton, Texas 76209
Telecopy: (940) 349-8951
For Buyer:
Richard Casner, First Assistant City Attorney
City Attorney's Office
215 E. McKinney
Contract of Sale
Page 13 of 37
Telecopy:
Denton, Texas 76201
Telecopy: (940) 3 82-7923
9.02 Governing Law and Venue. This Contract is being executed and delivered and
is intended to be performed in the State of Texas, the laws of Texas governing the
validity, construction, enforcement and interpretation of this Contract. THIS
CONTRACT IS PERFORMABLE 1N, AND THE EXCLUSIVE VENUE FOR ANY
ACTION BROUGHT WITH RESPECT HERETO, SHALL LIE IN DENTON
COUNTY, TEXAS.
9.03 Entirety and Amendments. This Contract embodies the entire agreement
between the parties and supersedes all prior agreements and understandings, if any,
related to the Property, and may be amended or supplemented only in writing executed
by the party against whom enforcement is sought.
9.04 Parties Bound. This Contract is binding upon and inures to the benefit of Seller
and Buyer, and their respective successors and assigns. If requested by Buyer, Seller
agrees to execute, acknowledge and record a memorandum of this Contract in the Real
Property Records of Denton County, Texas, imparting notice of this Contract to the
public.
9.05 Risk of Loss. If any damage or destruction to the Property, including without
limitation, any improvements located on the Land, shall occur prior to Closing, or if any
condemnation or any eminent domain proceedings are threatened or initiated by an entity
or party other than Buyer that might result in the taking of any portion of the Property,
Buyer may, at Buyer's option, do any of the following:
(a) Terminate this Contract and withdraw from this transaction without cost,
obligation or liability, in which case the Earnest Money shall be immediately
returned to Buyer; or
(b) Consummate this Contract, in which case Buyer, with respect to the Property,
shall be entitled to receive any (i) in the case of damage or destruction, all
insurance proceeds; and (ii) in the case of eminent domain, proceeds paid for the
Property related to the eminent domain proceedings.
Buyer shall have a period of ten (10) calendar days after receipt of written
notification from Seller on the final settlement of all condemnation proceedings or
insurance claims related to damage or destruction to the Property, including,
without limitation, any improvement located on the Property, in which to make
Buyer's election. In the event Buyer elects to close prior to such final settlement,
then the Closing shall take place as provided in Article VII, above, and there
shall be assigned, in form and substance satisfactory to Buyer, by Seller to Buyer
at Closing, all interests of Seller in and to any and all insurance proceeds or
condemnation awards which may be payable to Se11er on account of such event.
Contract of Sale
Page 14 of 37
In the event Buyer elects to close upon this Contract after final settlement, as
described above, Closing shall be held five (5) business days after such final
settlement.
9.06 Further Assurances. In addition to the acts and deeds recited in this Contract
and contemplated to be performed, executed and/or delivered by Seller and Buyer, Seller
and Buyer agree to perform, execute and/or deliver, or cause to be performed, executed
and/or delivered at the Closing or after the Closing, any further deeds, acts, and
assurances as are reasonably necessary to consuinmate the transactions contemplated
hereby. Notwithstanding anything to the contrary contained in this Contract and without
limiting the general application of the provisions of Section 5.03, above, the provisions
of this Article IX, Section 9.06 shall survive Closing.
9.07 Time is of the Essence. It is expressly agreed between Buyer and Seller that time
is of the essence with respect to this Contract.
9.08 Exhibits. The Exhibits which are referenced in, and attached to this Contract, are
incorporated in and made a part of, this Contract for all purposes.
9.09 Delegation of Authority. Authority to take any actions that are to be, or may be,
taken by Buyer under this Contract, including without limitation, adjustment of the
Closing Date, are hereby delegated by Buyer, pursuant to action by the City Council of
Denton, Texas, to Vance Kemler, Solid Waste General Manager of Buyer, or his
designee.
9.10 Contract Execution. This Contract of Sa1e may be executed in any number of
counterparts, all of which taken together shall constitute one and the same agreement, and
any of the parties hereto may execute this Agreement by signing any such counterpart.
9.11 Business Days. If the Closing Date or the day of performance required or
permitted under this Contract falls on a Saturday, Sunday or Denton County holiday, then
the Closing Date or the date of such performance, as the case may be, shall be the next
following regular business day.
9.12 Relocation. Relocation advisory services and relocation financial assistance, if
applicable pursuant to Ordinance No. 2012-073 (the "Relocation Ordinance"), shall be
administered as provided by the Relocation Ordinance, aside and apart from the
transaction contemplated by this Contract.
Contract of Sale
Page 15 of 37
SELLER:
Denmiss Corporation,
a Mississippi corporation
By: _
Name:
Title:
Dynamic Color Images, Inc., a Texas
corporation, d/b/a GameGuard Camouflage
By: _
Name:
Title:
Elite Creative Solutions, L.L.C., a Texas
limited liability company
:
Name:
Title:
Executed by Seller on the day of , 2013.
BUYER:
By:
C�.
GEORGE C. CAMPBELL, CITY MANAGER
Executed by Buyer on the �%�U(_, day of ��, I'�/ ( , 2013.
Contract of Sale
Page 16 of 37
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
� � �
� _� ��\ l J. _ 1 l. � � �
, .-
. . . .� � . �� . � .
. . ; • . ��
BY:
Contract of Sale
Page 17 of 37
RECEIPT OF AGREEMENT BY TITLE COMPANY
By its execution below, Title Company acknowledges receipt of an executed copy
of this Contract. Title Company agrees to comply with the terms and provisions of this
Contract to perform its duties pursuant to the provisions of this Contract and comply with
Section 6045(e) of the Internal Revenue Code of 1986, as amended from time to time,
and as further set forth in any regulations or forms promulgated thereunder.
TITLE COMPANY:
Title Resources, LLC
525 South Loop 288, Suite 125
Denton, Texas 76205
Telephone: (940) 381-1006
Telecopy: (940) 898-0121
I�
Printed Name:
Title:
Contract receipt date: , 2013
Contract of Sale
Page 18 of 37
EXHIBIT "A"
Legal Description
Of
Property
SEING all that certain lot, tract or parcel of land situated in the Gideon Walker Survey, Abstract
Number 1330, and being all of Lot 1-R, Block A, Phase One of Ronjon Group Business Park, an
addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in
Cabinet Q, Page 350, Plat Records, Denton County, Texas (P.R.D.C.T.), and being all that certain
tract of land described by deed to Denmiss Corporation, recorded under Instrument Number
2005-62999, Ofiicial Public Records, Denton County, Texas (O.P.R.D.C.T.), and being more
particularly described as follows:
BEGINNING at an "X" cut in concrete found for the northwest corner of said Lot 1-R, same
point being in the south line of a tract of land described by deed to Shiron Investments, LLC,,
recorded under Instrument Number 2007-34590, O.P.R.D.C.T., and being in the east line of
Mayhill Road;
THENCE South 89 degrees 33 minutes 14 seconds East, passing at 106.93 feet, a 1/2 inch iron
rod found for the southeast corner of said Shiron tract and the southwest corner of Tower
Addition, an addition to the City of Denton, Denton County, Texas, according to the plat thereof
recorded in Cabinet M, Page 115, P.R.D.C.T., continuing on for a total distance of 413.27 feet to
a 1/2 inch iron rod found for the northeast corner of said Denmiss tract and said Lot 1-R, same
point being in the south line of said Tower Addition and the west line of a tract of land described
by deed to the City of Denton, recorded in Volume 2431, Page 843, Deed Records, Denton
County, Texas;
THENCE South 00 degrees 51 minutes 11 seconds West, with the west line of said City of
Denton tract, a distance of 171.84 feet to a 1/2 inch iron rod found for the southeast corner of said
Lot 1-R;
THENCE South 02 degrees 39 minutes 57 seconds West, with the west line of said City of
Denton tract, a distance of 301.96 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur
Surveying Company" (A.S.C.) set for the southeast corner of said Denmiss tract and the northeast
corner of a tract of land described by deed to Weldon Wilson and wife, Terri Wilson, recorded
under Instrument Number 2004-42942, O.P.R.D.C.T.;
THENCE North 88 degrees 48 minutes 03 seconds West, with the north line of said Wilson tract,
a distance of 430.65 feet to a 1/2 inch iron rod with yellow cap stamped "A.S.C." found for the
southwest corner of said Denmiss tract and the northwest corner of said Wilson tract, same point
being in the east right-of-way line of said Mayhill Road;
THENCE North 00 degrees 50 minutes 29 seconds East, with the east line of said Mayhill Road,
a distance of 296.09 feet to an "X " cut set in concrete for corner;
THENCE South 89 degrees 33 minutes 14 seconds East, a distance of 26.46 feet to a 1/2 inch
iron rod found for the southwest corner of said Lot 1-R, same point being in the line of said
Mayhill Road;
Contract of Sale
Page 19 of 37
THENCE North O 1 degrees O1 minutes 50 seconds East, with the east line of said Mayhill Road,
a distance of 171.84 feet to the POINT OF BEGINNING and containing 4.620 acres of land,
more or less.
Contract of Sale
Page 20 of 37
EXHIBIT "B"
to
Contract of Sale
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE
FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT
TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR
RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER
OR YOUR DRIVER'S LICENSE NUMBER.
SPECIAL WARI2ANTY DEED
STATE OF TEXAS §
COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS
That Denmiss Corporation, a Mississippi corporation (herein called "Grantor"),
for and 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 the City of Denton, Texas, a
Texas Home Rule Municipal Corporation (herein called "Grantee"), 215 E. McKinney,
Denton, Texas 76201, the receipt and sufficiency of which are hereby acknowledged and
confessed, subject to the reservations set forth below, has GRANTED, SOLD and
CONVEYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee
all the real property in Denton County, Texas being particularly described on Exhibit
"A", attached hereto and made a part hereof for all purposes, and being located in
Denton County, Texas, together with any and all rights or interests of Grantor in and to
adjacent streets, alleys and rights of way and together with all and singular the
improvements and fixtures thereon and all other rights and appurtenances thereto
(collectively, the "Property").
Grantor, subject to the limitation of such reservation made herein, reserves, for
itself, its successors and assigns all oil, gas and other minerals in, on and under and that
may be produced from the Property. Grantor, its successors and assigns shall not have
Contract of Sale
Page 21 of 37
the right to use or access the surface of the Property, in any way, manner or form, in
connection with or related to the reserved oil, gas, and other minerals and/or related to
exploration and/or production of the oil, gas and other minerals reserved herein, including
without limitation, use or access of the surface of the Property for the location of any well
or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit
areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other
utility infrastructure, and/or for subj acent or lateral support for any surface facilities or
well bores, or any other infrastructure or improvement of any kind or type in connection
with or related to the reserved oil, gas and other minerals, and/or related to the
exploration or production of same.
As used herein, the tertn "other minerals" sha11 include oil, gas and all associated
hydrocarbons, and shall exclude (i) all substances that any reasonable extraction, mining
or other exploration and/or production method, operation, process or procedure would
consume, deplete or destroy the surface of the Property; and (ii) all substances which are
at or near the surface of the Property. The intent of the parties hereto is that the meaning
of the term "other minerals" as utilized herein, shall be in accordance with that set forth
in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980).
As used herein, the term "surface of the Property" shall include the area from the
surface of the earth to a depth of iive hundred feet (500') below the surface of the earth
and all areas above the surface of the earth.
Exceptions to conveyance and warranty:
[Insert Permitted Exceptions, if any]
Grantor hereby assigns, without recourse or representation, to Grantee, any and all
claims and causes of action that Grantor may have for or related to any defects in, or
injury to, the Property.
TO HAVE AND TO HOLD the Property, together with all and singular the rights
Contract of Sale
Page 22 of 37
and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors
and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors and
assigns to WARREINT AND FOREVER DEFEND all and singular the Property unto
Grantee and Grantee's successors and assigns, against every person whomsoever lawfully
claiming or to claim the same or any part thereof when the claim is by, through, or under
Grantor but not otherwise.
EXECUTED the
THE STATE OF
COUNTY OF
day of
�`
�
2013
Denmiss Corporation,
a Mississippi corporation
:
Name:
Title:
ACKNOWLEDGMENT
This instrument was acknowledged before me on
, 2013 by ,
Denmiss Corporation, a Mississippi corporation, on behalf of said corporation.
Upon Filing Return To:
The City of Denton-Engineering
Attn: Paul Williamson
901-A Texas Street
Denton, TX 76209
Contract of Sale
Page 23 of 37
Notary Public, State of Texas
My commission expires:
Send Tax Billing Statements To:
The City of Denton
Attn: Finance Department
215 East McKinney Street
Denton, Texas 76201
!:S�
EXHIBIT "A"
TO
SPECIAL WARRANTY DEED
Legal Description
Of
Property
BEING all that certain lot, tract or parcel of land situated in the Gideon Walker Survey, Abstract
Number 1330, and being all of Lot 1-R, Block A, Phase One of Ronjon Group Business Park, an
addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in
Cabinet Q, Page 350, Plat Records, Denton County, Texas (P.R.D.C.T.), and being all that certain
tract of land described by deed to Denmiss Corporation, recorded under Instrument Number
2005-62999, Official Public Records, Denton County, Texas (O.P.R.D.GT.), and being more
particularly described as follows:
BEGINNING at an "X" cut in concrete found for the northwest corner of said Lot 1-R, same
point being in the south line of a tract of land described by deed to Shiron Investments, LLC.,
recorded under Instrument Number 2007-34590, O.P.R.D.C.T., and being in the east line of
Mayhill Road;
THENCE South 89 degrees 33 minutes 14 seconds East, passing at 106.93 feet, a 1/2 inch iron
rod found for the southeast corner of said Shiron tract and the southwest corner of Tower
Addition, an addition to the Ciiy of Denton, Denton County, Texas, according to the plat thereof
recorded in Cabinet M, Page 115, P.R.D.C.T., continuing on for a total distance of 413.27 feet to
a 1/2 inch iron rod found for the northeast corner of said Denmiss tract and said Lot 1-R, same
point being in the south line of said Tower Addition and the west line of a tract of land described
by deed to the City of Denton, recorded in Volume 2431, Page 843, Deed Records, Denton
County, Texas;
THENCE South 00 degrees 51 minutes 11 seconds West, with the west line of said City of
Denton tract, a distance of 171.84 feet to a 1/2 inch iron rod found for the southeast corner of said
Lot 1-R;
THENCE South 02 degrees 39 minutes 57 seconds West, with the west line of said City of
Denton tract, a distance of 301.96 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur
Surveying Company" (A.S.C.) set for the southeast corner of said Denmiss tract and the northeast
corner of a tract of land described by deed to Weldon Wilson and wife, Terri Wilson, recorded
under Instrument Number 2004-42942, O.P.R.D.C.T.;
THENCE North 88 degrees 48 minutes 03 seconds West, with the north line of said Wilson tract,
a distance of 430.65 feet to a 1/2 inch iron rod with yellow cap stamped "A.S.C." found for the
southwest corner of said Denmiss tract and the northwest corner of said Wilson tract, same point
being in the east right-of-way line of said Mayhill Road;
THENCE North 00 degrees 50 minutes 29 seconds East, with the east line of said Mayhill Road,
a distance of 296.09 feet to an "X " cut set in concrete for corner;
Contract of Sale
Page 24 of 37
THENCE South 89 degrees 33 minutes 14 seconds East, a distance of 26.46 feet to a 1/2 inch
iron rod found for the southwest corner of said Lot 1-R, same point being in the line of said
Mayhill Road;
THENCE North O1 degrees O1 minutes 50 seconds East, with the east line of said Mayhill Road,
a distance of 171.84 feet to the POINT OF BEGINNING and containing 4.620 acres of land,
more or less.
Contract of Sale
Page 25 of 37
EXHIBIT "C"
TO
CONTRACT OF SALE
TERMINATION OF LEASE AND QUITCLAIM
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE
FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT
TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR
RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER
OR YOUR DRIVER'S LICENSE NUMBER.
STATE OF TEXAS §
COUNTY OF DENTON §
This Tertnination of Lease and Quitclaim (the "Termination") is made this
day of , 2013, by and between Denmiss Corporation, a
Mississippi corporation ("Denmiss"), Dynamic Color Images, Inc., a Texas corporation,
d/b/a GameGuard Camouflage ("Lessee") and the City of Denton, Texas, a Texas home
rule municipal corporation ("Buyer").
WHEREAS, pursuant to that certain Lease, dated on or about
, Lessee leased from Denmiss all or a portion of certain real
property, being more particularly described on Exhibit "A", attached hereto (the
"Property");
WHEREAS, Denmiss has sold and conveyed the Property, or intends and has
contracted to sell and convey the Property, to Buyer;
Contract of Sale
Page 26 of 37
WHEREAS, Denmiss and Buyer desire that the Property be conveyed to Buyer
free and clear of encumbrances, including the encumbrance created by the Lease;
WHEREAS, Lessee acknowledges that it has been compensated for its leasehold
interest in the Property consistent with the terms of the Lease or as otherwise agreed
between Lessee and Denmiss;
WHEREAS, Lessee and Denmiss are amenable to terminating the Lease between
Lessee and Denmiss, and Lessee quitclaiming all right, title and interest it may have in
and to the Property, to Buyer.
NOW, THEREFORE, for Ten and No/100 Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged by
Denmiss and Lessee, Denmiss, Lessee and Buyer hereby agree as follows:
1. Notwithstanding any terms of the Lease to the contrary, Denmiss and
Lessee hereby terminate the Lease and Lessee hereby releases Denmiss, its successors
and assigns, from and against any and all obligations under the Lease, without regard as
to when such obligations may have accrued.
2. Lessee hereby quitclaims and releases all of its right, title and interest to
the Property to Buyer.
Contract of Sale
Page 27 of 37
3. Lessee hereby expressly stipulates, warrants and acknowledges to Buyer
that the only right and interest it may have in and to the Property, if any, is or was derived
from the Lease, and that all said rights set forth in Lease, and all right, title and interest in
and to the Property, expires and terminates as of the date hereof.
4. Denmiss and Lessee hereby represent and warrant to Buyer that they have
taken all actions necessary to authorize the party executing this Termination to bind, in
all respects, Denmiss and Lessee to all terms and provisions of this Termination, that
such person possesses authority to execute this Termination and bind Denmiss and
Lessee to the terms and provisions hereto, and that this Termination is valid, binding and
enforceable, in all of its terms and provisions, against Denmiss and Lessee.
Dated this day of
2013.
DENMISS:
Denmiss Corporation,
a Mississippi corporation
By: _
Name:
Title:
LESSEE:
Dynamic Color Images, Inc., a Texas
corporation, d/b/a GameGuard Camouflage
By: _
Name:
Title:
Contract of Sale
Page 28 of 37
BUYER:
By:
George C. Campbell, City Manager
City of Denton, Texas
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
I�
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
I:•
ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on ,
, 2013 by , of
Denmiss Corporation, a Mississippi corporation, on behalf of said corporation.
Notary Public, State of Texas
My commission expires:
Contract of Sale
Page 29 of 37
ACKNOWLEDGMENT
THE STATE OF
CK�li ��Ill�]�
This instrument was acknowledged before me on , 2013
by , of Dynamic Color
Images, Inc., a Texas corporation, d/b/a Game Guard Camouflage, on behalf of said
corporation.
Notary Public, State of Texas
My commission expires:
ACKNOWLEDGMENT
THE STATE OF TEXAS
COUNTY OF DENTON §
This instrument was acknowledged before me on the day of ,
2013 _by George C. Campbell, City Manager of the City of Denton, Texas, on behalf
of said municipality.
Notary Public, State of Texas .
My commission expires:
Contract of Sale
Page 30 of 37
EXHIBIT "A"
TO
TERMINATION OF LEASE AND QUITCLAIM
Legal Description
Of
Property
BEING all that certain lot, tract or parcel of land situated in the Gideon Wallcer Survey, Abstract Number
1330, and being all of Lot 1-R, Block A, Phase One of Ronjon Group Business Park, an addition to the City
of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet Q, Page 350, Plat
Records, Denton County, Texas (P.R.D.C.T.), and being all that certain iract of land described by deed to
Denmiss Corporation, recorded under Instrument Number 2005-62999, Official Public Records, Denton
County, Texas (O.P.R.D.C.T.), and being more particularly described as follows:
BEGINNING at an "X" cut in concrete found for the northwest corner of said Lot 1-R, same point being in
the south line of a tract of land described by deed to Shiron Investments, LLC., recorded under Instrument
Number 2007-34590, O.P.R.D.C.T., and being in the east line of Mayhill Road;
THENCE South 89 degrees 33 minutes 14 seconds East, passing at 106.93 feet, a 1/2 inch iron rod found
for the southeast corner of said Shiron tract and the southwest corner of Tower Addition, an addition to the
City of Denton, Denton County, Texas, according to the plat thereof recarded in Cabinet M, Page 115,
P.R.D.C.T., continuing on for a total distance of 413.27 feet to a 1/2 inch iron rod found for the northeast
corner of said Denmiss tract and said Lot 1-R, same point being in the south line of said Tower Addition
and the west line of a tract of land described by deed to the City of Denton, recorded in Volume 2431, Page
843, Deed Records, Denton County, Texas;
THENCE South 0o degrees 51 minutes 11 seconds West, with the west line of said City of Denton tract, a
distance of 171.84 feet to a 1/2 inch iron rod found for the southeast corner of said Lot 1-R;
THENCE South 02 degees 39 minutes 57 seconds West, with the west line of said City of Denton tract, a
distance of 301.96 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company"
(A.S.C.) set for the southeast corner of said Denmiss tract and the northeast corner of a tract of land
described by deed to Weldon Wilson and wife, Terri Wilson, recorded under Instrument Number 2004-
42942, O.P.R.D.C.T.;
THENCE North 88 degrees 48 minutes 03 seconds West, with the north line of said Wilson tract, a
distance of 430.65 feet to a 1/2 inch iron rod with yellow cap stamped "A.S.C." found for the southwest
corner of said Denmiss tract and the northwest corner of said Wilson tract, same point being in the east
right-of-way line of said Mayhill Road;
THENCE North 00 degrees 50 minutes 29 seconds East, with the east line of said Mayhill Road, a distance
of 296.09 feet to an "X " cut set in concrete for corner;
THENCE South 89 degrees 33 minutes 14 seconds East, a distance of 26.46 feet to a 1/2 inch iron rod
found for the southwest corner of said Lot 1-R, same point being in the line of said Mayhill Road;
THENCE North O 1 degrees O1 minutes 50 seconds East, with the east line of said Mayhill Road, a distance
of 171.84 feet to the POINT OF BEGINNING and containing 4.620 acres of land, mare or less.
Contract of Sale
Page 31 of 37
EXHIBIT "D"
TO
CONTRACT OF SALE
TERMINATION OF LEASE AND QUITCLAIM
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE
FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT
TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR
RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER
OR YOUR DRIVER'S LICENSE NUMBER.
STATE OF TEXAS §
COUNTY OF DENTON §
This Termination of Lease and Quitclaim (the "Termination") is made this
day of , 2013, by and between Denmiss Corporation, a
Mississippi corporation ("Denmiss"), Elite Creative Solutions, L.L.C., a Texas limited
liability company ("Lessee") and the City of Denton, Texas, a Texas home rule municipal
corporation ("Buyer")
WHEREAS, pursuant to that certain Lease, dated on or about
, , Lessee leased from Denmiss all or a portion of certain real
property, being more particularly described on Exhibit "A", attached hereto (the
"Property>');
WHEREAS, Denmiss has sold and conveyed the Property, or intends and has
contracted to sell and convey the Property, to Buyer;
Contract of Sale
Page 32 of 37
WHEREAS, Denmiss and Buyer desire that the Property be conveyed to Buyer
free and clear of encumbrances, including the encumbrance created by the Lease;
WHEREAS, Lessee acknowledges that it has been compensated for its leasehold
interest in the Property consistent with the terms of the Lease or as otherwise agreed
between Lessee and Denmiss;
WHEREAS, Lessee and Denmiss are amenable to terminating the Lease between
Lessee and Denmiss, and Lessee quitclaiming all right, title and interest it may have in
and to the Property, to Buyer.
NOW, THEREFORE, for Ten and No/100 Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged by
Denmiss and Lessee, Dentniss, Lessee and Buyer hereby agree as follows:
1. Notwithstanding any terms of the Lease to the contrary, Denmiss and
Lessee hereby terminate the Lease and Lessee hereby releases Denmiss, its successors
and assigns, from and against any and all obligations under the Lease, without regard as
to when such obligations may have accrued.
2. Lessee hereby quitclaims and releases all of its right, title and interest to
the Property to Buyer.
Contract of Sale
Page 33 of 37
3. Lessee hereby expressly stipulates, warrants and acknowledges to Suyer
that the only right and interest it may have in and to the Property, if any, is or was derived
from the Lease, and that all said rights set forth in Lease, and all right, title and interest in
and to the Property, expires and terminates as of the date hereof.
4. Denmiss and Lessee hereby represent and warrant to Buyer that they have
talcen all actions necessary to authorize the party executing this Termination to bind, in
all respects, Denmiss and Lessee to all terms and provisions of this Termination, that
such person possesses authority to execute this Termination and bind Denmiss and
Lessee to the terms and provisions hereto, and that this Termination is valid, binding and
enforceable, in all of its terms and provisions, against Denmiss and Lessee.
Dated this day of , 2013.
DENMISS:
Denmiss Corporation,
a Mississippi corporation
By: _
Name:
Title:
LESSEE:
Elite Creative Solutions, L.L.C.,
a Texas limited liability company
By: _
Name:
Title:
Contract of Sale
Page 34 of 37
: � :
By:
George C. Campbell, City Manager
City of Denton, Texas
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
I: _
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
:
ACKNOWLEDGMENT
THE STATE OF
COUNTY OF
This instrument was acknowledged before me on ,
, 2013 by , of
Denmiss Corporation, a Mississippi corporation, on behalf of said corporation.
Notary Public, State of Texas
My commission expires:
Contract of Sale
Page 35 of 37
ACKNOWLEDGMENT
THE STATE OF
COUNTY OF
This instrument was acicnowledged before me on , 2013
by , of Elite Creative
Solutions, L.L.C., a Texas limited liability company, on behalf of said limited liability
company.
Notary Public, State of Texas
My commission expires:
ACKNOWLEDGMENT
THE STATE OF TEXAS §
COLTNTY OF DENTON §
This instrument was acknowledged before me on the day of ,
2013 _by George C. Campbell, City Manager of the City of Denton, Texas, on behalf
of said municipality.
Notary Public, State of Texas
My commission expires:
Contract of Sale
Page 36 of 37
EXHIBIT "A"
TO
TERMINATION OF LEASE AND QUITCLAIM
Legal Description
Of
Property
BEING all that certain lot, tract or parcel of land situated in the Gideon Wallcer Survey, Abstract Number
1330, and being all of Lot 1-R, Block A, Phase One of Ronjon Group Business Park, an addition to the City
of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet Q, Page 350, Plat
Records, Denton County, Texas (P.R.D.C.T.), and being all that certain tract of land described by deed to
Denmiss Corporation, recorded under Instrument Number 2005-62999, Official Public Records, Denton
County, Texas (O.P.R.D.C.T.), and being more particularly described as follows:
BEGINNING at an "X" cut in concrete found far the northwest corner of said Lof 1-R, same point being in
the south line of a tract of land described by deed to Shiron Investments, LLC., recorded under Instrument
Number 2007-34590, O.P.R.D. C.T., and being in the east line of Mayhill Road;
THENCE South 89 degrees 33 minutes 14 seconds East, passing at 106.93 feet, a 1/2 inch iron rod found
for the southeast corner of said Shiron tract and the southwest corner of Tower Addition, an addition to the
City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet M, Page 115,
P.R.D.C.T., continuing on for a total distance of 413.27 feet to a 1/2 inch iron rod found for the northeast
corner of said Dentniss tract and said Lot 1-R, same point being in the south line of said Tower Addition
and the west line of a tract of land described by deed to the City of Denton, recorded in Volume 2431, Page
843, Deed Records, Denton County, Texas;
THENCE South 00 degees 51 minutes 11 seconds West, with the west line of said City of Denton tract, a
distance of 171.84 feet to a 1/2 inch iron rod found for the southeast corner of said Lot 1-R;
THENCE South 02 degrees 39 minutes 57 seconds West, with the west line of said City of Denton tract, a
distance of 301.96 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company"
(A.S.C.) set for the southeast corner of said Denmiss tract and the northeast corner of a tract of land
described by deed to Weldon Wilson and wife, Terri Wilson, recorded under Instrument Number 2004-
42942, O.P.R.D.C.T.;
THENCE North 88 degrees 48 minutes 03 seconds West, with the north line of said VJilson tract, a
distance of 430.65 feet to a 1/2 inch iron rod with yellow cap stamped "A.S.C." found for the southwest
corner of said Denmiss tract and the northwest corner of said Wilson tract, same point being in the east
right-of-way line of said Mayhill Road;
THENCE North 00 degrees 50 minutes 29 seconds East, with the east line of said Mayhill Road, a distance
of 296.09 feet to an "X " cut set in concrete far corner;
THENCE South 89 degrees 33 minutes 14 seconds East, a distance of 26.46 feet to a 1/2 inch iron rod
found for the southwest corner of said Lot 1-R, same point being in the line of said Mayhill Road;
THENCE North O1 degrees O1 minutes 50 seconds East, with the east line of said Mayhill Road, a distance
of 171.84 feet to the POINT OF BEGINNING and containing 4.620 acres of land, more or less.
Contract of Sale
Page 37 of 37