2016-033ORDINANCE NO, 2016 -033
AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING A RIGHT OF FIRST
REFUSAL BETWEEN THE CITY OF DENTON AND 4SR MULBERRY, LLC, RELATED TO
PROPERTIES LOCATED AT 215 WEST HICKORY STREET AND 216 WEST MULBERRY
STREET, DENTON, TEXAS, 76201; PROVIDING AUTHORITY FOR THE CITY MANAGER
TO EXECUTE THE AGREEMENTS SUBJECT TO FINAL LANGUAGE APPROVAL BY
THE CITY ATTORNEY; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, on June 30, 2015, the City Council held a meeting at City Hall West and
directed staff to explore options for leasing office space to relocate department staff from City Hall
West; and
WHEREAS, on August 11, 2015, the City Council held a Work Session discussion on the
cost - benefit of leasing office space versus remaining in City Hall West, and directed staff to pursue
lease options; and
WHEREAS, on September 15, 2015, the City Council adopted the Fiscal Year 2015 -16
Budget which included a funding allocation for a lease of office space for the relocation of staff
from City Hall West to commence on or around July 1, 2016;
WHEREAS, on October 20, 2015, the City Council held a Work Session to consider two
proposals for a lease of space, and selected the proposal for leasing office spacey, including related
parking lots, located at 215 West Hickory Street and 216 West Mulberry Street, Denton, Texas,
76201;
WHEREAS, the property located at 215 W. Hickory St., 216 W. Mulberry St., and related
parking lots are owned by 4SR Mulberry, LLC, and are encumbered by a deed of trust lien for the
benefit of The National Bank of Texas at Fort Worth; NOW, THEREFORE;
THE COUNCIL OF THE CITY OF DENTON, TEXAS ORDAINS:
SECTION 1. The recitals and findings contained in the preamble of this ordinance are
incorporated into the body of this ordinance.
SECTION 2. The City Manager, or his designee, is authorized to (i) execute, on behalf of
the City of Denton, the Right of First Refusal between the City of Denton and 4SR Mulberry, LLC;
and (ii) carry out the City's responsibilities and rights under the Right of First Refusal.
SECTION 3. The City Manager, or his designee, is authorized to exercise the City of
Denton's rights and duties set forth in the Right of First Refusal.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of "�, 2016.
CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
ANITA BURGESS, CITY ATTORNEY
r
BY:
social security number or your driver's license number.
Basic Information
Effective Date: The date last signed by either party.
Grantor: 4SR MULBERRY, LLC, a Texas limited liability company
Grantors' Address: 617 Primrose Court, Argyle, Texas 76226
Grantee: City of Denton, a Texas home -rule municipal corporation
Grantee's Address: 215 E. McKinney St.
Denton, Texas 76201
Property: See attached Exhibit "A"
Term: Eighty four months from the Effective Date
Consideration: Contemporaneous execution of an office lease regarding the Property
A. Grant of Right of First Refusal
A.1. Grantor grants to Grantee a right of first offer to acquire the Property..
A.2. During the Term, if Grantor receives an offer to purchase or other transfer of the Property,
or any portion thereof or interest therein, for any form of consideration that Grantor wishes to
accept, Grantor agrees to notify Grantee in writing before accepting the offer. The notice will state
the identity of the proposed transferee and the complete terms of the proposed transfer. If the
proposed consideration for the transfer is other than cash, the notice will also state the cash
equivalent reasonably determined by Grantor for the noncash consideration.
A.3. Grantee will have the right to purchase the Property on the terms set forth in Grantor's
notice by giving written notice to Grantor within thirty (30) business days following the receipt of
Grantor's notice. If Grantee affirmatively exercises such right, the Property will be transferred to
Grantee on the terms set forth in the notice from Grantor, and Grantee will pay to Grantor the
consideration set forth in such notice.
A.4. If Grantee does not affirmatively exercise its right within the thirty (30) business day period,
Grantor may transfer the Property to the offering party on the terms described in Grantor's notice
to Grantee within the 180 -day period following the expiration of the thirty (30) business day period.
Page 1 of 5 — Right of First Refusal (City of Denton and 4SR Mulberry, LLC)
Moreover, within 10 days' of Grantor's request, Grantee shall execute and deliver to Grantor for the
benefit of Grantor's purchaser Grantee's certification that it has waived its purchase rights as
provided in this Agreement with respect to the offer it has rejected or failed to accept.
Notwithstanding the foregoing, if a transfer is not consummated within the 180 -day period, Grantor
may not transfer the Property without again complying with the provisions of this Agreement. If
Grantor wishes to effect a transfer on terms that are less favorable to Grantor in any material
respect than those described in Grantor's notice, Grantor must repeat the process set forth in this
Agreement by giving a new notice to Grantee setting forth the new terms. If Grantor timely
consummates a transfer, this Agreement will automatically terminate when the Property is
conveyed to the party named in Grantor's notice to Grantee.
A.S. Time is of the essence.
A.6. The rights granted in this Agreement expire at the end of the Term.
B. Binding Effect
This Agreement binds, benefits, and may be enforced by the parties and their respective
representatives and successors.
C. Transfers by Gift, Devise, Descent, or Otherwise without Consideration
If the Property is transferred by gift, devise, descent, or another transaction that does not involve
the payment of consideration in any form, then the provisions of Paragraph A of this Agreement do
not apply; provided, however, that the provisions of this Agreement will be fully binding on the
person acquiring title to the Property in that transaction.
D. Recordation
Grantee may record this Agreement or a memorandum of this Agreement in the real property
records of Denton County, Texas. Grantee will execute and record a release of this Agreement
following its expiration or termination within fifteen (15) business days of its expiration or
termination.
E. Assignment
Grantee may not assign its rights under this Agreement.
F. Notices
Any notice required or permitted under this Agreement must be in writing. Any notice required by
this Agreement will be deemed to be delivered (whether actually received or not) when deposited
in the United States Postal Service, postage prepaid, certified mail, return receipt requested, and
addressed to the intended recipient at the address shown in this Agreement. Notice may be also
given by regular mail, personal delivery, courier delivery, facsimile transmission, or other
Page 2 of 5 — Right of First Refusal (City of Denton and 4SR Mulberry, LLQ
commercially reasonable means and will be effective when actually received. Any address for notice
may be changed by written notice delivered as provided herein.
GRANTOR:
4SR MULBERRY, LLC, a Texas limited liability
company
By: �.......
'illy D, :A eve s, Jr., Managing Member
By: LLTK Realty, LLC, Managi'n,%Member
By:
Lawrence S. =dzyn, Manager
Signed on the _ µµµµµw day of _ , 2016.
State of Texas
This instrument was acknowledged before me on theqj:L= day of t` � , 2016 by Billy
D. Stevens, as the managing member of 4SR MULBERRY, LLC, a Texas limited HE ility company, on
behalf of said limited liability company,
y G mTsslon Exp res
01114/2019 Notary Public, °ts e of Texas
State of Texas §
This instrument was acknowledged before me on th&- day of d, ��a °/ , 2016 by
Lawrence S. Mozdzyn, Manager of LLTK Realty, LLC, the managing member of 4ULBERRY, LLC,
a Texas limited liability company, on behalf of said limited liability company.
r ..w
'ate Debra L.y�a BO WOn
y ommisak an xplies
01,11 12019
%w
Notary Public, State of Texas
Page 3 of 5 — Right of First Refusal (City of Denton and 4SR Mulberry, LLC)
GRANTEE:
CITY OF DENTON, TEXAS, a Texas municipal home-
rule corporation .�
George C. Campbell, City +tanager
r
Signed on the day of� , 2016.
ATTEST:
Jennifer Walters, City Secretary
y
By .,
Al O°ED A TO LEGAL FORM:
Anita Burgess, City Attorney
f
B
Acknowledgement
State of Texas
Denton County §
This instrument is acknowledged before me, on this the/ZZ day of „011, by
George C. Campbell, City Manager of the City of Denton, a Texas municipal hor e'�rule' poration,
known to me to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that the same was the act of the said City of Denton, Texas, a municipal
corporation, that he was duly authorized to perform the same by the City Council of the City of
Denton and that he executed the same as the act of said City for the purposes and consideration
therein expressed, and in the capacity therein stated.
JENWInVOWA
"l,P &6�a1k "�'�DR ASR OF
'dL',xCA�
.a 1CQM@ P t 2 6,1
Real Estate Division
City of Denton
City Service Center
901A Texas St.
Denton, Texas 76210
- I ',"'/ z 'L . ;,-,, -k4 4
owmQ-
tary PiA fi .:, State of Texas
Page 4 of 5 — Right of First Refusal (City of Denton and 4SR Mulberry, LLC)
BEING LOT 1, BLOCK A, OF HALL -LEWIS ADDITION, IN THE CITY OF DENTON, DENTON COUNTY, TEXAS,
ACCORDING TO THE PLAT THEREOF RECORDED IN CABINET R, PAGE 378, PLAT RECORDS OF DENTON
COUNTY, TEXAS.
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