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2013-126s:llegallour documentslordinances1131denmiss ordinance.doc ORDINANCE NO. 2013-126 AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT OF SALE (HEREIN SO CALLED), AS ATTACHED HERETO AND MADE A PART HEREOF AS EXHIBIT "A", BY AND BETWEEN DENMISS, L.L.C., A MISSISSIPPI LIMITED LIABILITY COMPANY (THE "OWNER"), AND THE CITY OF DENTON (THE "CITY"), REG�IRDING THE SALE BY OWNER AND PURCHASE BY THE CITY OF FEE SIMPLE TO A CALLED 4.620 ACRE TR.ACT OF LAND, BE1NG SITUATED 1N THE GIDEON WALKER SURVEY, ABSTRACT NO. 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, LOCATED GENERALLY ALONG THE 1000 BLOCK OF S. MAYHILL ROAD, NORTH OF GAYLA DRNE, FOR THE PUBLIC USE OF EXPANDING AND IMPROVING THE CITY OF DENTON LANDFILL, A PERMITTED MUNICIPAL SOLID WASTE DISPOSAL FACILITY, FOR THE PURCHASE PRICE OF ONE MILLION TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($1,250,000.00), AND CERTAIN COSTS, AS PRESCRIBED 1N THE CONTRACT OF SALE; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AUTHORIZING RELOCATION EXPENDITURES, IF APPLICABLE; AND PROVIDING AN EFFECTNE 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 Manager, or his designee, is hereby authorized (a) to execute for and on behalf of the City (i) the Contract of Sale, by and between the City and Owner, in the form attached hereto and made a part hereof as Exhibit "A", with a purchase price of $1,250,000.00, plus certain costs, as prescribed in the Contract of Sale; and (ii) any other documents necessary for closing the transaction contemplated by the Contract of Sa1e; and (b) to make expenditures (i) in accordance with the terms of the Contract of Sale; and (ii) for relocation advisory services, and relocation financial assistance, if applicable, pursuant to Ordinance No. 2012-073. SECTION 2. 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 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the %�� day of %%,yi, , 2013. MARK A. BU12R�UGHS; ATTEST: JENNIFER WALTERS, CITY SECRETARY : AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By; �� STATE OF TEXAS COUNTY OF DENTON EXI3IBIT "A" TO ORDINANCE CONTRACT OF SALE NOTICE YOU, AS OWNER OF THE PROPERTX (AS DEFINED BELOW), HAVE THE RIGHT TO: (1) DISCUSS ANY OrF�R OR AGREEM�NT �GARDING THE CITY OF DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KEEP THE OFFER OR AGREEMENT CONFID�NTIAL, UNLESS TFIE OFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE, This Contract of Sale (the "Contract") is made this � day of , 2013, (the "Effective Date"), by and between Denmiss, L,L.C., a Missis ip limited liability company ("Seller") and the City of Denton, Texas, a Home Rule Miuucipal Corporation of Denton County, Texas ("Buyer"). RECITALS WHEREAS, Seller owns that certain tract of land being rn.ore particularly described on Exhibit "A", attached hezeto and made a pai�t haraof for all purposes, being located in Denton County, Texas (the "Land"); WHEREAS, Seller has received a letter from Buyer dated April 5, 2013 (the "Notice Letter"), wherein Buyer has notiiied Seller that Buyer has decided to acquit•e the Property (hereafter defined) as such acquisition is necessary in connection with the expansion of operations and services of the Denton Municipal Landfill; WH�REAS, Buyer will acquire the Property by and through eminent dotnaz� if the parties are unable to reach agreement as to a voluntary acquisition and conveyance; and WHEREAS, Sellex 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, all0ys and rights of way and together with all and singular the improvements and fixtures thereon ar�d all other rights and appurtenances to the Land (collectively, the "Property") pursuant to and accordance with the terms and provisions of this Contract. ARTICLE I SALE OF PROPERTY Fox the consideration hereinafter set �orth, 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. Seller, subject to the liinitation of such resetvation made herein, sha11 reserve, for itself, its successors and assigns, all oil, gas and other minerals in, on and under and that may be pxoduced fronn the Pz•operty, Seller, its successors and assigns, shall not have the right to use or access the surface of the Property, in any way, mannez or form, in connection witk� or telated to the reserved oil, gas, and othex• minerals and/or related to explo�ation and/or production of the oil, gas and other minerals reserved herein, including without Iimitation, use or access of the surface of the Property for the location of any well or drill sites, well bores, whether vertical or any devzation from vertical, water wells, pit axeas, tanlcs or tanlc batteries, pipelines, roads, elect�icity or other utility infi�astructure, and/o�• for subj acent or lateral support for any surface facilities or well bores, or any otlier infrastructure or improvement of any ldnd or type in connection with or related to the reserved oil, gas and other minerals, and/or related to the explozafiion or production of same. As used het'ein, the term "other minerals" shall include oil, gas and all associated hydrocarbons, and shall exclude (i} all substances that any xeasonable e�traction, mining or othex 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 foi�th inReed v. Wylie, 597 S,W.2d 743 (Tex. 1980). As used hexein, the term "surface of the Property" shall include the area from the surface of the eat�th to a depth of five hundred feet (500') below the surface oi the earth and a11 areas above the surface of the earth. ARTTCLE II PURCHASE PRICE AND EARNEST MONEY 2.01 Purchase Price, The Purchase Price to be paid io Sellex �ox tl�e Property is the sum of One Million Two Hundred Fifty Thottsand and No/100 Dollars ($1,250,OOO.00� {the "Purchase Price"). 2.02 Earnest Money. Buyer shall deposit the sum of Twenty-Five Thousand a�id No/100 Dollars ($25,000,00), as Earnest Money (herein so called) with Reunion Title, 207 S. De�ton Tap Road, #3Q0, Coppell, Texas 75019 (the "Title Company"}, as escrow agent, within seven (7) business 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 maruier as the original Earnest Money deposit, as provided in this Contract. If thc 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 Pz•ice at Closing, In a11 other events, the Earnest Mo��.ey, and the interest accrued thereon, shall be disposed of by the Title Company as pxovided in this Contz•act. Contract of Sale Page 2 of 25 2.03 Independent Contract Consideration. Within seven (7) business days after the Effective Date, Buyer shall deliver to Seller a checic in the amount of One Hundred and No/100 Dollars ($100.00) (the "I�dependent Contract Consideiation"}, which amount the parties hereby acicnowledge and agree has been bargained for and agreed to as consideration for Seller's execution and delivery of the Contract. Tl�e Independent Cont�act Consideration is in addition to, and independent of any other consideration or payment pxovided in this Contract, is non-refiin.dable, and shall be tetained by Seller notwithstanding any othez provision of this Contract. ARTICLE III TrTLE AND SURVEY 3.01 Title Commitment. (a) Witk�in ten (10) calendar days after the Effective Date, Seller shall cause to be fiirnished to Buyer a cur��ent Commitn:�ent for Title Insurance (the "Title Commitment") for the Property, issued by Title Coznpany. The Title Commitznent shall set forth the state of title to the Propei�ty, including a list of liens, mortgages, security interests, encumbrances, pledges, assignments, claims, charges, leases (surface, space, mineral, or otherwise), conditions, restrictio�s, options, severed minexal or royalty interests, conditional sales contracts, rights of first refusal, restrictive covenants, exceptions, easements (tempoz�axy or perma�xent), rights-of-way, encroaclunents, ox any other outstanding clairtxs, interests, estates or equities oF any nature (each of which az•e 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, t�ue and correct copies of all instivments that create or evidence Exceptions (the `Bxception Docunnents"), including those described in the Title Commitment as exceptions to which the conveyance will be subject and/or which are requi�ed to be released or cured at or prior to Closing. 3.02 Survey. Buyer acicnowledges receipt of a current ALT.A/ACSM Land Title Suxvey of the Property prepared by Ai�thur Surveying Co., Inc. dated October 24, 2011 (the "Survey"). Buyex may obtain an updated survey ("Updated Survey") at its expense. In the event Buyer shall elect to obtain an Updated Survey, such sha11 be pxepared within twenty (20) days after the Effective Date, 3.03 Review of Title Commitment, Survey and Exceptaon Documents, Buyer shall have a period of ten (10) calendar days (the "Title Review Period") commencing with the day Buyer receives ihe last o� the Title Comnaitment, the Updated Survey, and the Exception Documents, in which to give written notice to Seller, specifying Buyer's objectiolis to one oa� more of tl�e items (the "Objections"), if any. All items set forth in the Schedule C of tkze Title Commitment, and al� other items set forth in the Title Commitment which are required to be released or otherwise satisfied at or prior to Contract of Sale Page 3 of 25 Closing, shall be deemed ta be Objections without any action by Buyer, 3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. Seller may, within five (5) calendar days after Seller is provided notice of the Objections (the "Title Cure Period"), either satisfy the Objections at Seller's sole cost and expense, promptly notify Buyer in writing of the Objections that Seller cannot ox will not satisfy at Seller's expense, or talte no action whatsoever, Notwzthstanding the foregoing sentence, Seller shall, in any evezzt, 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 withui tlie Title Cure Period, then Buyer has the option o:f either: (a) waiving the unsatisfied Objections by, and only by, notice in writing to Seller wi.thin ten (1Q) days of the expiration of the Title Cure Period, in which event those Obj ections shall become Permitted Exceptions (herein so called); or (b) terminating this Contract by notice in writing within ten (10) days of the expiration of the Title Cure Period and receiving back the Earnest Money, in. which latter event Seller and Buyex shall have no further obligations, one to the other, with respect to the subject mattez� of tlus Contract, except with respect to tliose provisions th,at expressly survive termination. If Buyer fails to tiznely elect (a) or (b) above, Buyer shall be deemed to have elected option (a), Notwithstanding anything herein to the contrary, Buyex shall not be obligated to consutnmate this transaction unless the Title Cornpany shall have received sufiicient evidence such that, and has committed to Buyer that, no Leases (hereafter defined), or parties in possession of any Icind, shall serve as exception(s) on the Title Policy (hereafter defined). 3.04.A [Tntentionally Omitted]. 3.05 Title Policy. As soon as reasonably practicable followin�.g the Closing, Se11er, at Buyer's sole cost and expense, shall exercise commercially reasonable ef%rts to cause the Title Company to furnish a standard Texas Owner's Policy of Title Insurance ("Title Policy") to Buye�•, The Title Policy shall be issued by the Title Connpany, in the amount of the Purchase Price and insuring that Buyex has indefeasible fee simple title to the Property, subject only to the Permitted Exceptions. The Title Policy may contain only the Permitted Exceptions, the standard prinfied exceptions that cannot be amended or deleted, and shall contain no other exceptions to title, The standard printed exceptions sha11 be amended or deleted as follows: (n) survey exception must be amended if required by Buyer to read "shortages in area" only (although Schedule C of the Title Commitment may condition aznendment on the presentation of an acceptable survey and payment, to be borne solely by Buyer, of any required additional premium); Contract of Sale Page 4 of 25 (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 Pez•mitted Exception); (c) no exception will be permitted %r "rights of paz�ties in possession", unless agreed othexwise by Buyer; (d) no liens will be shown on Schedule B. Notwithstanding the enumeration oi the following exceptions, amendments andlor deletions, Buyer may object to any Exception it deems material, in its sole discretion, including without limitation, the existence of the Elite Lease, as defin.ed below, pursuant to and in accordance with Section 3.03 hereof ARTICLE IV FEASIBILITY REVIEW PERIOD 4.O1. Review Period. Any term or provision of tkus 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 comnnencing with the day after the Effective Date of this Contract and ending forty iive (45) calenda� days thereafter (the "Absolute Review Period"), based on such tests, examinations, studies, investigations and inspections of the Propei�ty Buyer deems necessary or desirable, including, but not limited to, studies or inspections to determine the existence of any environmental hazards or conditions, perfortned 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 lnspection of the Properly, including inspections that invade the surface and subsurface of the Propei�ty. If Buyer determines, in its sole judgment, that the P��operty is not suitable, for any reason, for Buyer's intended use or puipose, Buyer may terminate this Con�ract by written notice to the Sellez, 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 sha11 have any fiuther duties or obligations hereunder, except with respect to thase matters that expressly survive termination, In the event Buyer elects to terminate this Contract pursuant to the terms of this Article IV, Sect�on 4,01, Buyer v✓ill pravide to Sellex copies of (i) any and all reports and studies obtained by Buyer dLUing the Absolute Review Period; and (ii) the Survey. 4.02 Physical Inspection. Buyer hereby agrees to give prior written notice to Seller not later than one (1) business day prior to the intended date of entzy, pxior to any entry upon the Property by Buyer or Buye�'s agents, contractors, or representatives. Such inspections, studies and tests may iziclude, but are not limited to, engineering studies, soil tests, environmental studies and tests, and are to be conducted in a manner as not to physically damage the Property or unreasonably intex£ere with the usual operation of the Prope��ty by Sellez• or any tenant. Any damages to the Property resulting from any inspections, studies and/or soil tesis conducted by or at the direction of Buyer will be Contract of Sale Page 5 of25 xepaired by Buyer, at its sole cost and expense, so that the Property is restored to as near its original condition as reasonably practicable. Buyer, to the extent pertx�itted by law, shall at all times indemnify, defend, and hold harmless Seller from and against any and all claims, liabilities, losses, costs, damages and expen.ses, iiicluding, without limitation, reasonable attorneys' fees and other legal expenses wheiher incLU�red at or before the trial level or in any appellate, banlcruptcy or administxative proceeding, which Seller suffers, sustains or incurs caused by Buyer's exercise of the right to malce and conduct such inspections and studies, includin.g any damage to the Property or to any person or other land, or the filing of any construction or other lien ox liens against the Property. The provisions of this Section 4.02 shall survive termination of this Contract. ARTICLE V RCPRESENTATIONS, 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 pxovisions herewith, unless specifically provided otherwise herein, Seller represents and war�ants 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 owner thereof being Se11er, as set forth in this Contract, is a coznplete, acctuate, true and coi�rect description thereof as used in Seller's ordinary course of business, (b) There axe no adverse or other parties in possession of the Property or any part thexeof, and no party has been granted any license, lease or other right related to the use or possession of the Property, ox any part thereof, except those described in the Leases, as defined in Article V, Section 5.02(a). (c) Seller represents and warrants that it has indefeasible fee simple title to the Property, subj ect only to the Permitted Exceptions. (d} Seller has the full xight, power, and authority to sell and convey the Property as provided in this Cont�act and to cai7y out Seller's obligations hexeunder, the pai�ty executing this Contract for and on behalf of Seller has been duly authoxized to act in such behalf to bind Seller to tha terms hereof, and this Coil�ract is valid and enforceable against Seller as provided herein. (e) Seller has not received notice of, and has no other lcnowledge or information of, any pending or threatened judicial or administrative action against or affecting the Froperty except with respect to the Natice Letter, (fj Seller has not contracted or entered into any agreement with any real estate brolcer, agent, iinder, or any other party in connection with this transaction or talcezz any action which would result in any real estate brolcer commissiai�s or Contract of Sale Page 6 of 25 finder's fee or other fees payable to any other parCy with respect to the transactions contemplated by this Contract. (g) Sallex is not a"foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended. (h) There are no Leases that encum.bex the Property othez than that now exist in favor of Elite Creative Solutions, L.L,C. (the "Elite Lease"), which will terminate at or prior to Closing. 5,02 Covenants and Agreements of SelIer. Seller covenants and agrees with Buyer as follows; (a} Unless stated otherwise, within ten (10) calendaa� 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 oithe following; (i) All lease, sub-lease and/or occupancy agreements and/or licenses of any lcind or nature (if oxal, Seller shall provide to Buyer in writing all material terms thereofl 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 modiiications, supplerx�ents and amendments thereto, with respect ta the Property that Seller possesses. (b) From fihe Effective Date until the date oi Closing or earliex texmination of this Contract, Seller shall: {i) Operate and maintain the Property diligently and in the ordinary course of Seller's business, {ii) Maintain all fire, hazard, liability and any other insuz•ance policies related to the Property in full force and effect. � (iu) Not enter into any written or oral contract, lease, sublease, ease;m.ent or right of way agreement, conveyance or any other agreement of any lcind with respect to, or affecting, the Propei�ty that will not be fitlly performed on or before the Closing or would be binding on Buyer oz the Propexty after the date of Closing. ' (iv) Advise the Buyer promptly of any litigation, arbitration, or administrative hearing concerning or affecting ihe Property. (v) Not talce, or omit to talce, any aetion that would result in a violation af the Contract of Sale Paga 7 of 25 repxesentations, warranties, covenants, and agreements of Seller. (vi) Not sell, assign, lease, sublease ar convey any �ight, title or interest whatsoever in or to the Propei�ty, or create, grant or permit to be attached or perfected, any lien, encumbrance, or charge tllereon, or amend or modify any of the Leases. � {c) Se11er, to the extent arising or incurred due to action or omission by 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 uz�der any written or oral contracts arising or entered inio prior to Closing. 5.03 Survival Beyond Closing. Notwithstanding anything to the contrary contained in this Contract, the representations, wa�rranties, covenants and agreements af Seller contain.ed 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), provided, however, that all such representations, warranties, covenants and agreements shall terminate 180 days after the Closing Date, 5.04 AS-IS, WHERE-IS. EXCEPT AS SET FORTH IN SECTION 5,�1, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY I�IND OR CHARACTER, EXPRESS OR IMPLIED, WITII RESPECT TO THE PROPERTY, 1NCLUDING, BUT NOT LIMITED T0, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE (OTHER THAN SELLER' S WARR.ANTY OF TITLE SET FORTH 1N THE SPECIAL WARRANTY DEED TO BE DELIVERED AT CLOSING), PHYSICA�. OR ENVIRONMENTAL CONDITIONS, ZONING, THE VALUE, CONDITTON, MERCHANTABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY, BUYER REPRESENTS THA.T IT IS A KNOWLEDGEABLE PURCHASER OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT 0� BUYER'S CONSULTANTS IN PURCHASTNG THE PROPERTY, BUYER WILL CONDUCT SUCH INSPECTIONS AND 1NVESTIGATIONS OF THE PROPERTY AS BUYER DEEMS NECESSARY, 1NCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND ZONING COMPLIANCE, AND SHALL RELY UPON SAME, UPON CLOSING, BUYER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADV�RSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND 1NVESTIGATIONS. BUYER ACI�NOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS," WITH ALL FAULTS, BUYER �'URTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARR�NTIES Contract of Sale Page 8 of 25 SET FORTH IN SECTION 5.01 HEREOF AND WARRANTIES OF TITLE SET FORTH IN THE S�ECIAL WARRANTY DEED, THERE ARE NO WARRANTIES OR REPRESENTATIONS, PERTAINING TO OR AFFECTING THE PROPERTY BY SELLER, ANY AGENT OF SELLER OR ANY THIRD PARTY. THE TERMS AND CONDITIONS OF THIS PARAGRAPH SHALL EXPRESSLY SURVIVE THE CLOSING, NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS AND SHALL BE 1NCORPORATED INTO THE SPECIAL WARRANTY DEED. SELLER TS NOT LIABLE OR BOUND IN .ANY MANNER BY ANY ORA.L OR WRiTTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIlV. ARTICLE VI CONDITIONS �RECEDENT TO PERFORMANCE 6.01 Performance of SelIer's Obligations. Buyer is not obligated to perform. under this Contract unless, wiihin the designated tirne periods, all of the %llowing shall have occurred: (a) Seller has performed, fuxnished, or caused to be furnished to Buyer all �naterial items requixed to be so performed or furnished under other sections of this Contract; and (b) Seller clues oY� Buyer waives in writing, within the time periods speciiied in Article TII, all of Buyer's objections made in accordance with Article III. (c) The Title Company shall have received suf�cient evidence such that, an.d has comzx�itted to Buyer that, no Leases, or parties in possessioz� of any lcind, shall serve as exception(s) on the Title Policy. 6.02 Breach of Seller's Re�resentations, 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 in all material respects or have been pexformed, as applicable, as of the Closing Date, except where specific re£erence is made to another date. 6.03 Adverse Chauge, 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 Buyex, or the Property, or any part thereof, has been materially and adversely impaired in any mannex. Contract of Sala Page 9 of 25 6.�4 Review Period. Buyer is not obligated to perfoim under this Contract if Buyer delivexs notice to Seller pwrsuant 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 condition.s precedent to the performance of Buyer's obligations under this Contract by giving to Seller, at any tizne 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 pxecedent to the perfoi�rnance of Buyer's obligations under this Contxact have not been satisfied by Seller oz waived by Buyer, Buyer may, by giving written notice to Seller, terininate this Contract. On Buyer's termination, the Earnest Money shall be immediately returned to Buyer by the Title Company, Seller shall, on written request from Buyer, promptly issue the instructions necessary to instruct the Tiile Company to return to Buyer the Earnest Money and, thereafter, except as otherwise provided in this Contract, Buyer and Seller shall have no fui�ther obligations under tl�is Contract, one to the oiher. ARTICLE VII CLOSING 7.01 Date and Place of Closing. The Closing {herein so called) shall talce place in the offices oi the Title Coinpany and shall be accomplished tluough an escrow io be established with the Tiile Company, as esczowee. The Closing Date (herein sometimes called), shall be sixty (60) calandar days after the Effective Date, unless otherwise mutually agreed upon by Buyer and Seller. 7.02 Items to be Delivered at the Closing, (a) Seller. At the Closing, Seller shall deliver or cause to be delivered to the Title Company for the benefit of Buyer, at the expense of the party designated herein, the following items: (i) A Special Warxan.ty Deed, substantially in the foxrr� as attached hereto as Exhibit "B", subject only to the Permitted Exceptions, if any, duly executed by Seller and acicnowledged; and {ii) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. (b) Buyer• Ai ihe Closing, Buyer shall deliver io the Title Company for the benefit of Seller, except as otherwise provided herein, the following items: (i) The stun required by Article II, Section 2.O1, less the Earnest Money and Conn•act of Sale Page 10 of 25 interest eaxned thereon, in the form of a cashier's checic or other immediately available funds, £or the benefit of Seller; and (ii) Othe�� items reasonably requested by the Title Company as administrative requuements for consummating the Closing, 7.03 Adjustments at Closing. Notwithstanding anything to the contrary contained in this Coniract and without limiting the general applicaiion of the provisions of Section 5.03, above, the provisions of this Article VII, Section 7.03 shall survive the Closing. The following item sha11 be adjusted or prorated between Seller and Buyer with respect to the Prope��ty: (a) Ad valorem taxes relating to the Property for the calendar year in which ihe Closing shall occur shall be prorated between Seller and Buyer as of the Closing Date, If the actual amount of taxes for the calendar year in which the Closing sha11 occur is not knovm as of the Closing Date, the proration at Closing shall be based on the amount of taxes due and payable with respect to the Froperty 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 lcnown, Seller and Buyer shall readjust in cash the amottnt of t�es to be paid by each party with the resuit that Seller shall pay for those taxes attributable to its ownership interest in the Property for the period of time prior to the Closing (including, but not lin:�ited to, subsequent assessments for prior years due to change of land usage or ownership occurring prior ta the date of Closing), and Buyer shall pay for those taxes attributable to the period of time conlmencing with the Closing Date, 7.04 Possession at Closing. Possession of the Property, subject to the Relocation Ordinance, as def"ined below, shall be delivered to Buyer at Closing. 7.05 Costs oi Closing. Each pas�ty is responsible for paying the legal fees of its counsel, in negotiating, preparing, and closing the transaction conternplated by tl�is Contract. Seller is responsible for paying fees, costs and expenses identified herein as bei�g the responsibility oi Se11er. Buyer is responsible for paying fees, costs azid expenses identified �erein as being the responsibility of Buyer. Tkze escrow charges of the Title Company shall be paid equally by Seller arxd Buyer. Buyer shall be responsible for paying the basic premium fox the Title Policy, tax certi�'icate, and the premium for any lender's policy of title insurance, if any, and any endorsements to either the '�'itle Policy or the lender's policy of title insurance. Buyer shall pay all recording fees associated with recording the conveyancing instrument and any loan documents, if any, All other expenses incurred by Seller and Buyer with respect to the Closing shall be borne and paid exclusively by the party incurring same, unless othexwise expressly provided in this Contract. , Contract of Sale Page 11 of 25 ARTICLE VIII DEFAULTS AND REMEDIES 8.01 Seller's Defaults and Buyer's Renaedies. (a) Seller's Defaults. Seller is in default under this Contract on the occurrence of any one or more of the following events for any reason other than a default by Buyer undex this Contract; (i) Any of Seller's warranties or representations contained in this Contract are untrue on the Closing Date i�l any material respect; or (ii) Seller fails to meet, comply with or perfoi�rn any material 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 VI�, Section 7.02(a), of this Contract for any reason other than a default by Buyer or terrnination nf this Contract by Buyer pursuant to the texms hereof prior to Closin.g. (b) Buyer's Remedies. If Seller is in default under this Contract, Buyer as Buyer's sole and exclusive remedies fox the default, may, at Buyer's sole option, do any of the following: (i) Terminaie tbis 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 fi�om 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 Cont�act against Seller, requiring Seller to convey the Property to Buyer subject to no liens, encu.tnbrances, exceptions, and conditions other than those shown on the Title Cornmitment, whereupon Buyer shall waive title objections, ii any, and accept such title without reduction in Purchase Price on account of title de%cts and shall be entitled to asse��t any rights for damages based on Seller's material breach of its representations and warranties herein and nnaterial obligations that are not waived by Buyer by its acceptance of Se11er's title; and Contract of Sale Page 12 of 25 (iii) Other tham as provided in Section 8.01(b){i) and (b)(ii) above, Buyer waives any right to pursue, seelc, claim or obtain consequential dazxzages, for any lost rents, profits, "benefit of the bargain," business opportunities or any form of consequential damage in connection with any claim, liability, demand or cause of action in any way or manner relating to the conditian of the Property. 8.02 Buycr's Defanit and Seller's Remedies. (a) Buyer's Default. Buyer is in. default under this Contract if Buyer iails to deliver at Closing, the items specified in Article VII, Section 7.02(b) of this Contract for any reason other than a de£ault by Seller under this Contract or tei�nination of tlus Contract by Buyer pursuani to the terms hereof prior to Closing. {b) Seller's Remedy. If Buyer is in default under this Contracfi, Seller, as Seller's sole and exclusive remcdies foz 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 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 Compan.y to deliver the Earnest Money to Seller; or (ii) Enfoxce specific performance of this Contract against Buyer. 8.03 Notice and Cure. In tha event either pai�ty considers the other to be in default hexeunder, such party shall provide to the othex party wxitten notice (the "Default Notice") specifying iu� reasonable detail the act or omission alleged to constitute the default. The party z•eceiving the factuaU.y correct Default Notice shall not be considered to be in default hereunder unless the act ox ornission constituting the default is not cured within five (5) days following receipt of the Default Notice, The provisions of this Section 8.03 shall not apply to a default cansisting of the failure or refusal to close. ARTICLE XX MISCELLANEOUS 9.01 Notice, All notices, demands, requests, and other communications ��equired hexeunder 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 earliex to occur of (a) the date provided if provided by telephonic facsimile or hand delivery, and (b) the date oi the deposit o% in a regularly maintained receptacle for the United States Mail, registered or certi%ed, return receipt requested, postage prepaid, addressed as �ollows: Contract of 5ale Page 13 of 25 SELLER: Denmiss, L.L,C. Biuce M, Mom•oe P.O. Box 769 Argyle, Texas 76226 Telecopy: {9�40) 241-3443 Copies to; For Seller: Trwin Law F'irm Bai�ry D. Irwin, Esq, 207 S, Denton Tap Road, Suite 100 Coppell, Texas 75019 Telecopy: (972) 633-3251 BUYER: City o�Denton Pau1 Williamson Real Estate and Capital Support 901-A Texas St�eet Denton, Texas 76209 Telecopy; (940) 349-8951 For Buyer: 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 baing executed and delivered and is intended to be performed in the State of Texas, the laws of Texas governing the validity, const�uction, enforcement and interpretation of this Contract, THIS CONTRACT IS PERFORMABLE IN, AND THE EXCLUSIVE VENUE FOR ANY ACTION BROUGHT WITH RESPECT HERETO, SHALL LIE IN DENTON C4UNTY, TEXAS, 9.03 Entirety and Amendments, This Contract embodies the entire agreement between the parties and supexsedes 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; No recording. This Contract is binding upon and inures to the Uene�'it of Seller and Buyer, and their respective successors and assigns. In no eve�nt shall this Contract or any memorandum hereof be recorded in the public records of the place in which the Pz•operty is situated, and arxy such recordation or attem�ted recozdation shall constitute a breach oi this Contract by the party responsible for such recordation or attempted recordation. 9.05 Rislc of Loss. If a inaterial portion of the improvements on the Land are damaged ox destroyed by fire oz othez• casualty prior to Closing, or if any condemnation ox any eininent domain proceedings are i.nitiated by an entity or party other than Buyer that might result in the talung of a material portion of the Property, Buyer may, at Buyer's option, do any of the following; (a) Terminate this Contract and withdraw frona this transaction without cost, obligation or liability, except with respect to obligations that expressly survive the Contract of Sale Page 14 of 25 termination of this Coniract, in which case the Earnest Money shall be immediately retuzned to Buyer; or (b) Consummate this Contract, in which case Buyer, with respect to the Propei�ty, 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 (1�) calendai days after receipt of written notification from Seller of such casualty or condemnation to malce the afore- mentioned election. Zn the event Buyer elects to consummate the Contract and final settlement of the casualty claim or condeznnation has not yet occui�red as of the Closing Date, then the Closing shall talce place as provided in Article VII, above, and tl�ere shall be assigned, in form and substance reasonably satisfactory to Buyer, by Seller to Buyer at Closing, all interests of Se11er 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 final settlement has occurred prior to the Closing Date, and Buyer has elected to cons�unmate the Contract, a11 insurance proceeds or condemnation. awards shall be delivered to Buyer at the Closing. For purposes of this Section 9.05, a"material poi�tion" shall be deemed to mean a portion of the Property having a value in excess of ten percent (10%) o£ the Purchase Price. In the event less than a maierial portion of the Propei�ty is involved in the casualty or condemnation as provided lierein, then the pai�ties shall proceed to Closing in accordance with this paragraph. 9,06 Further Assuranees. In addition to the acts and deeds recited in this Contract and contemplated to be perfoimed, executed and/or delivered by Seller and Buyer, Seller and Buyer agxee to perform, execute and/or deliver, or cause to be performed, executed and/or delivered at the Closing or after the Closing, any furthe� deeds, acts, and assurances as are reasonably necessary to consunninate the transactions contemplated hereby. Notwithstanding anything to the contrary contained in this Contract and without limiting the general application oi the provisions of Section 5.03, above, the provisions of this Article IX, Sectian 9.06 shall surwive Closing. 9.07 Time is af the Essence. It is expressly agreed between Buyer and Seller that time is of the essence with respect to this Confiract. 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. 9A9 Delegation of Authority. Authority to talce ar�y actions that are to be, or may be, talcen by Buyer under this Contract, including without limitation, adjustment of the Closing Data, are hereby delegated by Buyer, pursuant to action by the City Council of Denton, Texas, to Vance I�emler, Solid Waste General Manager of Buyer, or his designee. Contract of Sale Page 15 of 25 9.10 Contract Execution. This Contraci of Sale may be executed in any number of counterpai�ts, all of which talcen together shall constitute one and the same agreement, and any of the parties hareto 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 Coiulty 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 applicable pursuant to Ordinance No. 2012-073 (the "Relocatio administered as provided by the Relocatzon Ordinance, asid transaction contemplated by tl�is Contract, SELLER; financial assistance, if n Ordinance"), sk�all be e and apart from the DENMISS, L,L,C,, a Mississippi limited liability company By: � Bruce M. Monroe Chief Executive �fficer 5`� Executed by Seller on ihe _� day of y�� , 2013, I: ' CITY OF DENTON, a Home Rule Municipal Corporation By: �—� ORGE C. CAMPBELL, TTY MANAGER Executed by Buyer on the � day of %! , 2013. ATTEST: TEI�]NIFER WALTERS, CZTY SECRETARY BY; � 1 Contract of Sale Page 16 of 25 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY � l �6�-_. BY; /�7�"� Contract of Sale Page 17 of 25 RECETPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Company acicnowledges receipt of an executed copy o� 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 Contxact and comply with Section 6045(e) of the Internal Revenue Code of 1986, as arnended fi•om tim.e to time, and as further set forth in any regulations or forms promulgated thereunder. TITLE COMPANY: Reunion Title 207 S, Dentan Tap Road, Suite 300 Coppell, Texas 75019 Telephone: (972) 462-8725 Telecapy; (972) 633-3251 : Printed Name: Title: Contract receipt date: , 2013 Contract of Sale Page 18 of 25 EXHIBIT "A" Legal Description Of Property BEING all that ce��tain 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 Parlc, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabuiet Q, Page 350, Plat Recolds, 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 ai an "X" cut in concrete found foc tlie narthwest corner of said Lot 1-R., satne point being in the south line of a tract of land dascribed by deed to Sl�iron Investments, LLC., recorded under Instx�ument Number 2007-34590, O.P,R.D,C.T., and being in the east line of Mayhill Road; THENC� South 89 degrees 33 minutes 14 seconds East, passing at 106.93 feet, a 1/2 inch iron rod found for the southeast carner• of said Shiron tract and the southwest corner of Tower Addition, an addition to the City of Denton, De�aton County, Texas, according to the plat thereof recorded in Cabinet M, Page 11 S, P.R.D.C.T., continuing on for a total distance of 413.27 feet to a 1/2 inch u•on rod found for the northeast corner oi said Dentniss tcact and said Lot 1-R, same point being in the south line of said Tower Addition and the west line of a tcact of land described by deed to the City of Detrton, recorded in Volume 2431, Page 843, Deed Records, Denton County, Texas; THENCE South 00 degrees 51 minutes ll 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 Loi 1-R; THENCE South 02 de��ees 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 Su�•veying Company" (A,S,C.) set for the southeast corner of said Denmiss tract and the northeast carner of a tcact of land described by deed to Weldon Wilson and wife, Tez'ri Wilson, recorded under Instrument Numbet� 2004-�2942, O,P.R,D,C.T.; THENCE Noi�th 88 degcees 48 minutes 03 seconds West, with the no��rh line of said Wilson tract, a distance of 430,65 feet to a 1/2 inch uon rod with yellow cap stamped "A.S,C," found for tlie southwest corner• of said Denmiss tract and the noi�thwest corner of said Wilson tract, same point being in the east right-of-way line of said Mayhill Road; THENCE Noi�th 00 degrees 50 minutes 29 seconds East, with the east line of said Mayhill Road, a distance of 296.09 feetto an "X " cut set in concrete for corner; THENCE Soutl� 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; Cantract of Sale Page 19 of 25 THENCE North O1 degrees O1 zninutes SO seconds East, with tl�e east line of said Mayhill Road, a distance of 171.84 feet to the POINT Ok' BEGINNING and containing 4.620 acres of land, more or less. Contract of Sale Page 20 of 25 EXFTIBIT "B" to Contract of Sale NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU AItE A NATURAL PERSON, YOU MAY REMOVE OR STRIK� ANY OR ALL OF THE FOLLOWTNG INF�RMATION 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 OI' TEXAS § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS That Deiuniss, L.L.C., a Mississippi limited liability company (herein called "Grantor"), %r and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00), and other good and valuable consideration to Granior 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 ac�aowledged and confessed, subject to the resexvations 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 singulax the improvements and �xtutes thereon and all other rights and appurtenances thereto (collectively, the "Propez�ty"}, 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 2S the right to use or access the surface of the Property, in any way, manner or fornn, in corulection 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 �nninerals reserved herein, includin.g without limitation, use or access of the stuface of the Propei�ty for the location of any well or drill sites, well bores, whether vertical or any deviatian from vertical, w�.ter we11s, pit areas, seismic activities, tanlcs or tanlc batteries, pipelines, roads, electricity or other utility infrastxucture, and/or for subjacent or lateral support for any surface facilities or well bores, ox any oiher infrastructure or improvement of any lcind or type in connection with or related to the reserved oil, gas and other minerals, and/or related ta the exploration ox 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, naining or other exploxation and/or production method, operation, process o�� procedure would consume, deplete or desiroy the surface of the Property; and (ii} all substances whicl�. are at or nea� the surface of the Propet�ty, The intent of the parties hereto is that the n�eaning 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. 19$0). As used herein, the texm "surface of the Propez�ty" shall include the area from the stuface 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 tl�at 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 righfis and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors Contract af Sale Page 22 of 25 and assigns forever; and Gran�or does hereby bind Grantor and Grantor's successois and assigns to WARRANT AND FOREVER DEFEND all and singula.r the Property unto Grantee and Gxantee's successoz•s and assigns, against every parson whomsoever lawfully clairrzing or to claim the same o� any part thereof when the claim is by, through, or under Grantor but not otherwise, EXECUTED the day of THE STATE OF TEXAS § COUNTY OF DENTON § 2013 DENMISS, L.L,C., a Mississippi limited liability company I: Bi�zce M. Monroe Chief Executive Officex ACI�TOWLEDGMENT This instruznent was acicnowledged before me on , , 2013 by Bruce M. Mom•oe, Chief Executive Officer of Denmiss, L,L.C., a Mississippi limited liability company, on behalf of said limited liability company. Upon Filing Retuxn To: The City of Denton-Engineering Attn: Paul Williamson 901-A Texas Street Denton, TX 76209 Contract of Sale Page 23 of 25 Notary Public, State of Texas My commission expires: _ Send Tax Billing Statements To: The City of Denton Attn: Finance Depai�tment 215 East McKinney Street Denton, Texas 76201 E�zT «A„ TO SPECIAL WARRANTY DEED Legal Description Of Propei�ty BEING all that certain lot, tract or parcel of land situated in the Gideon Wallcer Survey, Abstract Number 1330, and being all oiLot 1-R, Block A, Phase One of Ronjon Group Business Parlc, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recordad in Cabinet Q, Page 350, Plat Records, Denton County, Texas (P.R,D.C.T.), and being all that cai�tain tract of land described by deed to Denmiss Corporation, recorded under Instrumeni Number 2005-62999, Official Public Records, Dentan County, Texas (O.P.R,D.C.T,), and being more particularly described as follows: BEGINNING at an "X" cut in concrete found for tlie not�thwest corner of said Lot 1-R, same point being in the south line of a hact of land described by deed to Shiron Investments, LLC,, recorded undet� Instrument Number 2007-34590, O.P.R.D.C,T., and being in the east line of Mayhill Road; TH.�NCE South 89 degrees 33 minutes 14 seconds East, passing at 106.93 feet, a 1/2 inch iron rod %und for the southeast corner of said Shuon tract and the southwest corner of Tower Addition, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded 'vi 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 noi�theast cornea• 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 'ui Volume 2431, Page 843, Deed Racords, Denton County, Texas; TI3ENCE South 00 degrees 51 mintttes 11 seconds West, with the west line of said City of Denton tract, a distance of 171.84 feet to a 1/2 inch it•on rod found for the sotttheast corner of said Lot 1-R; THENCE Snuth 02 degcees 39 minutes S7 seconds West, with the west line of said City of Denton t�act, 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 t��act and the no��theast corner of a tract of land described by deed to Weldon Wilson and wife, Terri Wilson, recorded under Tnstrument Number 2004-42942, �.P,R.D,C.T.; THENC� Noi�th 88 degrees 48 minutes 03 seconds West, with the nox�th line of said Wilson tract, a distance of 43Q,65 feet to a 1/2 inch iron rod with yellow cap stamped "A.S.C." found for the southwest corner of said Denmiss ta�act and the noi�thwest corner of said Wilson tract, same point being in the east right-of-way luie of said Mayhill Road; THENCE Noi�th 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 25 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 Mayliill 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 25