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2013-353s: \legal \our documents \ordinances \13 \rayzor westpark termination agreement ord.doc ORDINANCE NO. 2013 -353 AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE A TERMINATION AGREEMENT (THE "AGREEMENT ") BETWEEN RAYZOR INVESTMENTS, LTD., A TEXAS LIMITED PARTNERSHIP AND WESTPARK GROUP, LP, A TEXAS LIMITED PARTNERSHIP (COLLECTIVELY, THE "SELLER ") AND THE CITY OF DENTON, TEXAS ( "BUYER "), AS ATTACHED HERETO AND MADE A PART HEREOF, TERMINATING THAT CONTRACT DATED EFFECTIVE APRIL 19, 2011, CITY OF DENTON ORDINANCE NO. 2011 -063, RELATING TO THE SALE AND PURCHASE OF CERTAIN REAL PROPERTY AND REAL PROPERTY INTERESTS LOCATED GENERALLY IN THE VICINITY OF WESTERN BOULEVARD, BETWEEN AIRPORT ROAD AND JIM CHRISTAL ROAD, DENTON, TEXAS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the parties executed a certain written Contract with an effective date of April 19, 2011 by City of Denton Ordinance No. 2011 -063, for the sale of real property and real property interests located generally in the vicinity of Western Boulevard, between Airport Road and Jim Christal Road in Denton, Texas; WHEREAS, Buyer and Seller now desire to terminate all further obligations between them arising out of said Contract and to release each other of and from any further performance thereunder; and WHEREAS, the City Council finds that the Agreement is in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement on behalf of the City. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the _ day of �w i , 2013. g BURROUGIbJS, N , Y ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 2 TERMINATION AGREEMENT STATE OF TEXAS § COUNTY OF DENTON § This Termination Agreement ( "Agreement ") is made and entered into on this 19th day of December, 2013 ( "Effective Date "), by and between RAYZOR INVESTMENTS, LTD., a Texas limited partnership ( "Rayzor "), WESTPARK GROUP, LP, a Texas limited partnership ( "Westpark "), and the CITY OF DENTON, a Texas municipal home rule corporation ('Buyer "). Rayzor and Westpark are referred to herein collectively as "Seller ". RECITALS: A. Heretofore, the undersigned parties executed a certain written Contract with an effective date of April 19, 2011, City of Denton Ordinance No. 2011 -063 ( "Contract "), for the sale of real property located generally in the vicinity of Western Boulevard, between Airport Road and Jim Christal Road in Denton, Texas, as further described therein. B. Closing did not occur pursuant to the Contract. C. Seller and Buyer now desire to terminate all further obligations between them arising out of said Contract and to release each other of and from any further performance thereunder. AGREEMENTS: NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, each of the undersigned parties for itself, its respective heirs, successors, legal representatives and assigns agrees as follows: 1. The Contract is hereby terminated in all respects. 2. Seller releases Buyer and Buyer releases Seller of and from any and all claims, debts, demands, causes of action, damages, injuries and liabilities arising out of the above described Contract. [Signature pages follow.] Termination Agreement IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the Effective Date. RAYZOR: RAYZOR INVESTMENTS, LTD., a Texas limited partnership By: The Rayzor Company, a Texas corporation, its general partner ' By. Philip A. Bakery ice President Date Executed: December 18tp2013 WESTPARK: WESTPARK GROUP, LP, a Texas limited partnership By: Westpark Group GP, LLC, a Texas limited liability company its general partner By: The Rayzor Company, a Texas corporation its sole member Philip A. Bad r Vice Presrd` t Date Executed: December 18th 2013 [Buyer signature page follows below.] Termination Agreement 2 BUYER: Tt Executed by Buyer on the day of December, 2013. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPS "QED AYTO LEGAL FORM: ANIT BURGESS, CITYATTORNEY By:ty Termination Agreement