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2013-123s:llegallour documentslordinances\131shiron acyuisition ordinance.doc ORDINANCE NO. 2013-123 AN ORDINANCE FINDING THAT A PUBLIC USE AND NECESSITY EXISTS TO ACQUIRE FEE SIMPLE TO A 0.418 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 781 AND 801 SOUTH MAYHILL ROAD (THE "PROPEIZTY 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) SHIRON INVESTMENTS, LLC, A TEXAS LIMITED LIABILITY COMPANY; JORGE MALDONADO, MARICELA MALDONADO AND VICTOR MALDONADO; AND CHARLES BLOODWORTH AND MERIDETH MITCHELL (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 HUNDRED FORTY TWO THOUSAND DOLLARS AND NO CENTS ($142,000.00), AND OTHER CONSIDERATION, AS PRESCRIBED 1N 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 malce 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 $142,000.00 and other consideration, plus costs and 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. ATTEST: JENNIFER WALTERS, CITY SECRETARY , Sy: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: G � Page 2 A. �URRC�[JGHS, �VIAYOR E�ibit "A" to Ordinance Legal Description BEING all that certain lot, tract or parcel of land, situated in the Gideon Walker Survey, Abstract Number 1330, City of Denton, Denton County, Texas, and being a part of that certain tract of land described by deed to Shiron Investments, LLC., recorded under Instrument Number 2007-34590, Official Public Records, Denton County, Texas, and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod with cap stamped "Coleman" found for the northwest corner of said Shiron tract and a westerly corner of a tract of land described by deed to the City of Denton, recorded in Volume 2431, Page 843, Deed Records, Denton County, Texas, and being in the apparent east line of Mayhill Road; THENCE South 88 degrees 37 minutes 28 seconds East, with the north line of said Shiron tract and a south line of said City of Denton tract, a distance of 134.94 feet to a 1/2 inch iron rod with cap stamped "Coleman" found for the northeast corner of said Shiron tract and an inner ell corner of said City of Denton tract; THENCE South Ol degrees 59 minutes 44 seconds West, with the east line of said Shiron tract and a west line of said City of Denton tract, a distance of 134.97 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (A.S.C.) set for corner in the east line of said Shiron tract and a west line of said City of Denton tract; THENCE North 88 degrees 50 minutes 43 seconds West, over and across said Shiron tract, a distance of 134.59 feet to a 1/2 inch iron rod with yellow cap stamped "A.S.C." set for corner in the west line of said Shiron tract and the said east line of Mayhill Road; THENCE North O1 degrees 50 minutes 42 seconds East, with the west line of said Shiron tract and the said east line of Mayhill Road, a distance of 135.49 feet to the POINT OF BEGINNING and containing 0.418 acres of land, more or less. Page 3 STATE OF TEXAS § COUNTY OF DENTON § EXHIBIT "B" TO ORDINANCE CONTRACT OF SALE NOTICE YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOV�, 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 � day of , 2013, effective as of the date of last execution hereof by Seller, as d in herein (the "Effective Date"), by and between Shiron Investments, LLC, a Texas limited liability company ("Shiron"), Jorge Maldonado, Maricela Maldonado and Victor Maldonado (collectively, "Maldonado") and Charles Bloodworth and Merideth Mitchell (collectively, "Bloodworth") (Shiron, Maldonado and Bloodworth 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. Shiron, 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. Shiron, 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, tanks 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 a11 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 all 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 Hundred Forty Two Thousand and No/100 Dollars ($142,000.00) (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 One Thousand and No/100 Dollars ($1,000.00), 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 check in the amount of One Hundred and No/100 Dollars ($100.°°) Contract of Sale Page 2 of 35 (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 Contract 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 sha11 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) calendax 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 thereo£ Seller shall furnish or cause to be furnished any affidavits, certificates, 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 shall 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 35 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, sha11 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 shall 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) calendar days after the Effective Date and no later than one hundred ten (110) .calendar days after the Effective Date, a Title Commitment ("Updated Commitment"), in the form of the Title Commitment prescribed by Section 3.01, above. Buyer sha11 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 35 (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 4.41 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 35 ARTICLE V REPRESENTATIONS, WARitANTIES, 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) Shiron represents and warrants that it has indefeasible fee simple title to the Property, subj ect 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 Seller 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, Garcia and Bloodworth, 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 all real estate and personal property taxes, assessments, excises, and levies that are presently due, if any, which are against ar 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 35 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 knowledge, 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 deiined in Article V, Section 5.02(a), shall have expired or otherwise terminated and, subject to applicable law and the Relocation Ordinance, as defined 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) Maldonado and Bloodworth 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 E�cliibit "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 Maldonado and Bloodworth. 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: Contract of Sale Page 7 of 35 (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 thereo� 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. (b) From the Effective Date until the date of Closing or earlier termination of this Contract, Seller shall: (i) 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 would be binding on Buyer or the Property after the date of Closing. (ii) Advise the Buyer promptly of any litigation, arbitration, or administrative hearing concerning or affecting the Property. (iii) Not take, or omit to take, any action that would result in a violation of the representations, warranties, covenants, and agreements of Seller. (iv) 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. (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 shall 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). Contract of Sale Page 8 of 35 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, witliin 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. 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 tertnination, 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. Contract of Sale Page 9 of 35 ARTICLE VII CLOSING 7.01 Date and Place of Closing. The Closing (herein so called) shall 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) Shiron. At the Closing, Shiron, 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 Shiron and acknowledged; (iii) Other items reasonably requested by the Title Company as administrative . requirements for consummating the Closing. (b) Maldonado and Bloodworth. In the event the Leases shall have not expired or otherwise terminated on or before the date of Closing, Maldonado and Bloodworth 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; (ii) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. (c) Buyer• 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.O1, less the Earnest Money and interest earned thereon, in the form of a check or cashier's check or other immediately available fiulds, 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 Contract of Sale Page 10 of 35 for the benefit of Shiron, 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 taxes 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, as and if applicable, 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 parties in the customary manner for closings of real property similar to the Property in Denton County, Texas. ARTICLE VIII DEFAULTS AND REMEDIES 8.�1 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: Contract of Sale Page 11 of 35 (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. 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: Contract of Sale Page 12 of 35 (i) Terminate this Contract by written notice delivered to Buyer in which event the Seller shall be entitled to a return of the Earnest Money, and Buyer shall, promptly on written request from Seller, execute and deliver any documents necessary to cause the Title Company to return to Seller the Earnest Money; or (ii) Enforce speciiic performance of this Contract against Buyer. ARTICLE IX MISCELLANEOUS 9.41 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: Shiron Investments, LLC, for itself and in care of (i) Jorge Maldonado, Maricela Maldonado and Victor Maldonado; and (ii) Charles Bloodworth and Merideth Mitchell Copies to: For Seller: Telecopy: BUYER: City of Denton Paul Williamson Real Estate and Capital Support 901-A Texas Street Denton, Texas 76209 Telecopy: (940) 349-8951 For Buver: Richard Casner, First Assistant City Attorney City Attorney's Office 215 E. McKinney Denton, Texas 76201 Telecopy: (940) 382-7923 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 CONTR.ACT IS PERFORMABLE IN, AND THE EXCLUSIVE VENUE FOR ANY ACTION BROUGHT WITH RESPECT HERETO, SHALL LIE IN DENTON COUNTY, TEXAS. Contract of Sale Page 13 of 35 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, acicnowledge 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 Seller on account of such event. 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 consummate the transactions contemplated hereby. Notwithstanding anything to the contrary contained in this Contract and without Contract of Sale Page 14 of 35 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 Exlubits 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 talce 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 Sale 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. SELLER: Shiron Investments, LLC, a Texas limited liability company By: Name: Title: Jorge Maldonado Maricela Maldonado Contract of Sale Page 15 of 35 Victor Maldonado Charles Bloodworth Merideth Mitchell Executed by Seller on the day of 2013. BUYER: By: ` GEORGE G CAMPBELL, CITY MANAGER Executed by Buyer on the _�� day of %%%�y, , 2013. ATTEST: JENNIFER WALTERS, CITY SECRETARY � BY: .�, APPR ED AS O LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Contract of Sale Page 16 of 35 RECEIPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Company acicnowledges 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 Teleph�ne: (940) 381-1006 Telecopy: (940) 898-0121 : Printed Name: Title: Contract receipt date: , 2013 Contract of Sale Page 17 of 35 EXHIBIT "A" Legal Description Of Property BEING all that certain lot, tract or parcel of land; situated in the Gideon Wallcer Survey, Abstract Number 1330, City of Denton, Denton County, Texas, and being a part of that certain tract of land described by deed to Shiron Investments, LLC., recorded under Instrument Number 2007-34590, Official Public Records, Denton County, Texas, and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod with cap stamped "Coleman" found for the northwest corner of said Shiron tract and a westerly corner of a tract of land described by deed to the City of Denton, recorded in Volume 2431, Page 843, Deed Records, Denton County, Texas, and being in the apparent east line of Mayhill Road; THENCE South 88 degrees 37 minutes 28 seconds East, with the north line of said Shiron tract and a south line of said City of Denton tract, a distance of 134.94 feet to a 1/2 inch iron rod with cap stamped "Coleman" found for the northeast corner of said Shiron tract and an inner ell corner of said City of Denton tract; THENCE South 01 degrees 59 minutes 44 seconds West, with the east line of said Shiron tract and a west line of said Ciry of Denton tract, a distance of 134.97 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (A.S.C.) set for corner in the east line of said Shiron tract and a west line of said City of Denton tract; THENCE North 88 degrees 50 minutes 43 seconds West, over and across said Shiron tract, a distance of 134.59 feet to a 1/2 inch iron rod with yellow cap stamped "A.S.C." set for corner in the west line of said Shiron tract and the said east line of Mayhill Road; THENCE North O 1 degrees 50 minutes 42 seconds East, with the west line of said Shiron tract and the said east line of Mayhill Road, a distance of 135.49 feet to the POINT OF BEGINNING and containing 0.418 acres of land, more or less. Contract of Sale Page 18 of 35 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 WARRANTY DEED STATE OF TEXAS § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS That Shiron Investments, LLC, a Texas limited liability company (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 19 of 35 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 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, andJor 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 andlor 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 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 20 of 35 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 WARI�NT 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 day of , 2013 Shiron Investments, LLC, a Texas limited liability company I� Name: Title: ACKNOWLEDGMENT THE STATE OF § COUNTY OF § This instrument was acknowledged before me on , , 2013 by , of Shiron Investments, LLC, a Texas limited liability company, on behalf of said limited liability company. Notary Public, State of Texas My commission expires: Upon Filing Return To: Send Tax Billing Statements To: The City of Denton-Engineering The City of Denton Attn: Paul Williamson Attn: Finance Department 901-A Texas Street 215 East McKinney Street Denton, TX 76209 Denton, Texas 76201 Contract of Sale Page 21 of 35 EXHIBIT "A" TO SPECIAL WARRANTY DEED Legal Description Of Property BEING all that certain lot, tract or parcel of land, situated in the Gideon Wallcer Survey, Abstract Number 1330, City of Denton, Denton County, Texas, and being a part of that certain tract of land described by deed to Shiron Investments, LLC., recorded under Instr-ument Number 2007-34590, Official Public Records, Denton County, Texas, and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod with cap stamped "Coleman" found for the northwest corner of said Shiron tract and a westerly corner of a tract of land described by deed to the City of Denton, recorded in Volume 2431, Page 843, Deed Records, Denton County, Texas, and being in the apparent east line of Mayhill Road; THENCE South 88 degrees 37 minutes 28 seconds East, with the north line of said Shiron tract and a south line of said City of Denton tract, a distance of 134.94 feet to a 1/2 inch iron rod with cap stamped "Coleman" found for the northeast corner of said Shiron tract and an inner ell corner of said City of Denton tract; THENCE South O 1 degrees 59 minutes 44 seconds West, with the east line of said Shiron tract and a west line of said City of Denton tract, a distance of 134.97 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (A.S.C.) set for corner in the east line of said Shiron tract and a west line of said City of Denton tract; THENCE North 88 degrees 50 minutes 43 seconds West, over and across said Shiron tract, a distance of 134.59 feet to a 1/2 inch iron rod with yellow cap stamped "A.S.C." set for corner in the west line of said Shiron tract and the said east line of Mayhill Road; THENCE North O1 degrees 50 minutes 42 seconds East, with the west line of said Shiron tract and the said east line of Mayhill Road, a distance of 135.49 feet to the POINT OF BEGINNING and containing 0.418 acres of land, more or less. Contract of Sale Page 22 of 35 EXHIBIT "C" TO CONTRACT OFSALE 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 Shiron Investments, LLC, a Texas limited liability company ("Shiron"), Jorge Maldonado, Maricela Maldonado and Victor Maldonado (collectively, "Lessee") and the City of Denton, Texas, a Texas home rule municipal corporation (`Buyer"). WHEREAS, pursuant to that certain Lease (herein so called), dated on or about , Lessee leased from Shiron all or a portion of certain real property, being more particularly described on Exhibit "A", attached hereto (the "Property"); WHEREAS, Shiron has sold and conveyed the Property, or intends and has contracted to sell and convey the Property, to Buyer; Contract of Sale Page 23 of 35 WHEREAS, Shiron 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 Shiron; WHEREAS, Lessee and Shiron are amenable to terminating the Lease between Lessee and Shiron, 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 Shiron and Lessee, Shiron, Lessee and Buyer hereby agree as follows: 1. Notwithstanding any terms of the Lease to the contrary, Shiron and Lessee hereby terminate the Lease and Lessee hereby releases Shiron, 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 24 of 35 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. Shiron hereby represents and warrants to Buyer that it has talcen all actions necessary to authorize the party executing this Ternlination to bind, in all respects, Shiron to all terms and provisions of this Termination, that such person possesses authority to execute this Termination and bind Shiron to the terms and provisions hereto, and that this Termination is valid, binding and enforceable, in all of its terms and provisions, against Shiron. Dated this day of 2013 SHIRON: Shiron Investments, LLC, a Texas limited liability company By: _ Name: Title: LESSEE: Jorge Maldonado Maricela Maldonado Victor Maldonado Contract of Sale Page 25 of 35 BUYER: City of Denton, Texas By: George C. Campbell, City Manager ATTEST: JENNIFER WALTERS, CITY SECRETARY :_ 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 Shiron Investments, LLC, a Texas limited liability company, on behalf of said limited liability company. Notary Public, State of Texas My commission expires: Contract of Sale Page 26 of 35 ACKNOWLEDGMENT THE STATE OF § COUNTY OF § This instrument was acicnowledged before me on , 2013 by Jorge Maldonado. Notary Public, State of Texas My commission expires: ACKNOWLEDGMENT THE STATE OF § COUNTY OF § This instrument was acknowledged before me on , 2013 by Maxicela Maldonado. Notary Public, State of Texas My commission expires; ACKNOWLEDGMENT THE STATE OF § COUNTY OF § This instrument was acicnowledged before me on , 2013 by Victor Maldonado. Notary Public, State of Texas My commission expires: Contract of Sale Page 27 of 35 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 28 of 35 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, City of Denton, Denton County, Texas, and being a part of that certain tract of land described by deed to Shiron Investments, LLC., recorded under Instrument Number 2�07-34590, Official Public Records, Denton County, Texas, and being more particularly described as follows: BEGINIVING at a 1/2 inch iron rod with cap stamped "Coleman" found for the northwest corner of said Shiron tract and a westerly corner of a tract of land described by deed to the City of Denton, recorded in Volume 2431, Page 843, Deed Records, Denton County, Texas, and being in the apparent east line of Mayhill Road; THENCE South 88 degrees 37 minutes 28 seconds East, with the north line of said Shiron tract and a south line of said City of Denton tract, a distance of 134.94 feet to a 1/2 inch iron rod with cap stamped "Coleman" found for the northeast corner of said Shiron tract and an inner ell corner of said City of Denton tract; THENCE South O1 degrees 59 minutes 44 seconds West, with the east line of said Shiron tract and a west line of said City of Denton tract, a distance of 134.97 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (A.S.C.) set for corner in the east line of said Shiron tract and a west line of said City of Denton tract; THENCE North 88 degrees 50 minutes 43 seconds West, over and across said Shiron tract, a distance of 134.59 feet to a 1/2 inch iron rod with yellow cap stamped "A.S.C." set for corner in the west line of said Shiron tract and the said east line of Mayhill Road; THENCE North O1 degrees 50 minutes 42 seconds East, with the west line of said Shiron tract and the said east line of Mayhill Road, a distance of 135,49 feet to the POINT OF BEGINNING and containing 0.418 acres of land, more or less. Contract of Sale Page 29 of 35 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 DRNER'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 Shiron Investments, LLC, a Texas limited liability company ("Shiron"), Charles Bloodworth and Merideth Mitchell (collectively, "Lessee") and the City of Denton, Texas, a Texas home rule municipal corporation ("Buyer"). WHEREAS, pursuant to that certain Lease (herein so called), dated on or about , Lessee leased from Shiron all or a portion of certain real property, being more particularly described on Exhibit "A", attached hereto (the "Property"); WHEREAS, Shiron has sold and conveyed the Property, or intends and has contracted to sell and convey the Property, to Buyer; Contract of Sale Page 30 of 35 WHEREAS, Shiron 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 Shiron; WHEREAS, Lessee and Shiron are amenable to terminating the Lease between Lessee and Shiron, 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 acicnowledged by Shiron and Lessee, Shiron, Lessee and Buyer hereby agree as follows: 1. Notwithstanding any terms of the Lease to the contrary, Shiron and Lessee hereby terminate the Lease and Lessee hereby releases Shiron, 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 31 of 35 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. Shiron hereby represents and warrants to Buyer that it has taken all actions necessary to authorize the party executing this Termination to bind, in a11 respects, Shiron to all terms and provisions of this Termination, that such person possesses authority to execute this Termination and bind Shiron to the terms and provisions hereto, and that this Termination is valid, binding and enforceable, in all of its terms and provisions, against Shiron. Dated this day of 2013. SHIRON: Shiron Investments, LLC, a Texas limited liability company By: _ Name: Title: LESSEE: Charles Bloodworth Merideth Mitchell Contract of Sale Page 32 of 35 BUYER: City of Denton, Texas By: George C. Campbell, City Manager ATTEST: JENNIFER WALTERS, CITY SECRETARY :• 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 Shiron Investments, LLC, a Texas limited liability company, on behalf of said limited liability company. Notary Public, State of Texas My commission expires: Contract of Sale Page 33 of 35 ACKNOWLEDGMENT THE STATE OF § COUNTY OF § This instrument was acknowledged before me on , 2013 by Charles Bloodworth. Notary Public, State of Texas My commission expires: ACKNOWLEDGMENT THE STATE OF § COUNTY OF § This instrument was acknowledged before me on , 2013 by Merideth Mitchell. 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 34 of 35 EXHIBIT "A" TO TERMIlVATION 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, City of Denton, Denton County, Texas, and being a part of that certain tract of land described by deed to Shiron Investments, LLC., recorded under Instrument Number 2007-34590, Official Public Records, Denton County, Texas, and being more particularly described as follows: BEGINIVING at a 1/2 inch iron rod with cap stamped "Coleman" found for the northwest corner of said Shiron tract and a westerly corner of a tract of land described by deed to the City of Denton, recorded in Volume 2431, Page 843, Deed Records, Denton County, Texas, and being in the apparent east line of Mayhill Road; THENCE South 88 degrees 37 minutes 28 seconds East, with the north line of said Shiron tract and a south line of said City of Denton tract, a distance of 134.94 feet to a 1/2 inch iron rod with cap stamped "Coleman" found for the northeast corner of said Shiron tract and an inner ell corner of said City of Denton tract; THENCE South O1 degrees 59 minutes 44 seconds VJest, with the east line of said Shiron tract and a west line of said City of Denton tract, a distance of 134.97 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (A.S.C.) set for corner in the east line of said Shiron tract and a west line of said City of Denton tract; THENCE North 88 degrees 50 minutes 43 seconds West, over and across said Shiron tract, a distance of 134.59 feet to a 1/2 inch iron rod with yellow cap stamped "A.S.C." set for corner in the west line of said Shiron tract and the said east line of Mayhill Road; THENCE North O 1 degrees 50 minutes 42 seconds East, with the west line of said Shiron tract and the said east line of Mayhill Road, a distance of 135.49 feet to the POINT OF BEGINNING and containing 0.418 acres of land, more or less. Contract of Sale Page 35 of 35