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21-310
ORDINANCE NO. 21-310 AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE INTERIM CITY MANAGER TO EXECUTE A MASTER AGREEMENT REGARDING PROPERTY AT AND ADJACENT TO 414 WEST PARKWAY STREET WITH THE DENTON CHAMBER OF COMMERCE, INC.; AUTHORIZING THE INTERIM CITY MANAGER TO CARRY OUT ALL DUTIES PURSUANT THERETO INCLUDING THE EXECUTION OF A GROUND LEASE TERMnqATION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton (“City”) owns a 0.449 acre tract of land in the Robert Beaumont Survey, Abstract No. 31 and the William Neill Survey, Abstract No. 971, City of Denton, Denton County, Texas, known locally as 414 West Parkway St., Denton, Texas (“Property”), as more nIlly described in the legal description attached as Exhibit A to the Agreement attached hereto; and WHEREAS, on August 21, 1973, the City and the Denton Chamber of Commerce, Inc. (“Chamber”) entered into a ground lease on the Property for the Chamber to construct a building and related improvements for its activities (collectively, the “Building”); and WHEREAS, the ground lease, after multiple amendments, terminates on August 3 1, 2048; and WHEREAS, the Chamber desires to relocate its activities to another location, divesting itself of its remaining leasehold interest, including the Building, and sell additional adjacent property owned solely by the Chamber (those two additional adjacent properties herein called the “Additional Parking Tract”, as more fully described in Exhibit B attached to the Agreement attached hereto; and WHEREAS, as compensation from the City for its remaining leasehold interest in the Property, the Chamber will accept one-half of the net sales proceeds from the sale of the Property and the Building thereon; and WHEREAS, the Chamber is agreeable to terminating its remaining leasehold interest in the Property prior to the closing of the sale of the Property and receive its compensation for the remaining leasehold interest from the proceeds of the sale at closing; and WHEREAS, the City and Chamber have agreed that the Property, including the Building, and the Additional Parking Tract should be marketed together for a combined listing price of $995,000.00 and have agreed to a distribution of proceeds collected from the sale; and WHEREAS, the City Council finds it is in the public interest to enter into the Master Agreement Regarding Property at and Adjacent to 414 West Parkway Street (the “ Agreement”), attached hereto as Exhibit 1, concerning the sale of both parcels, the ground lease termination, combined gross sales price allocation, and the Property net sales proceeds distribution; 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 as true and as if fully set forth in the body of this ordinance. SECTION 2. The Interim City Manager is hereby authorized to execute on behalf of the City the Master Agreement Regarding Property at and Adjacent to 414 West Parkway Street, as attached hereto as Exhibit 1 and made a part hereof for all purposes. SECTION 3. The Interim City Manager, or her designee, is further authorized to carry out all duties and obligations to be performed by the City pursuant to the Agreement, including, but not limited to, signing the Lease Termination attached to the Agreement as Exhibit E. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. Th, m,ti,„ t, A,p„„,. thiLOrgi„,.„ W.„ m,d, by 3eHe C:XXU IS ,nd„:,„T,TT; " #p&\#va'PxgoK; m“:"; ttl O,di;,„:, w„ p„„ i :„d ,pp„ T:: by the following vote U - t Aye \/’ \/ \/ \/ y Nay Abstain Absent Gerard Hudspeth, Mayor: Birdia Johnson, District 1 : Connie Baker, District 2: Jesse Davis, District 3 : John Ryan, District 4: Deb Armintor, At Large Place 5 :V/ Paul Meltzu, At Large Place 6: ,„„,, A,, A„„,,,, ,„„ „. a3'd ,., .f rY\cf CL , 2021. GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY n\\\li II II//// OF Dr•••+• - APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY By: <INdbt q tVyl/nIa DocuSlgn Envelope ID: 7EDC8B84-C85B-+8D5-B438-CDFCE6AAIA4D Exhibit 1 MASTER AGREEMENT REGARDING PROPERTY AT AND ADJACENT TO 414 W. PARKWAY STREET This Master Agreement Regarding Property at 414 W. Parkway Street (“Agreement”) is intended to govern certain real estate transactions, including a ground lease termination, combined gross sales price allocation, and City property net sales proceeds for the properties identified below between the City of Denton, a Texas home-rule municipal corporation, (“City") and the Denton Chamber of Commerce, Inc., a Texas corporation (“Chamber"). The Agreement will be effective on the date the City signs it, which will be the final signature among the signatories (“Effective Date”). Recitals 1. The City owns a 0.449 acre tract of land in the Robert Beaumont Survey, Abstract No. 31 and the William Neill Survey, Abstract No. 971, City of Denton, Denton County, Texas, known locally as 414 W. Parkway St., Denton, Texas, as more fully described in the legal description attached hereto as Exhibit A (“City Property"). 2. On August 21, 1973, the City and the Chamber entered into a ground lease on the City Property (“Ground Lease”) for the Chamber to construct a building and related mprovements for its activities (collectively, the “Building"). 3.The Ground Lease, after multiple amendments, terminates on August 31, 2048. 4. The Chamber is relocating its activities to another location, and desires to terminate its remaining leasehold interest in the Ground Lease with the City, including the Building, and sell its additional parking lot located on a 0.28 acre tract at the southeast corner of the intersection of N. Carroll Blvd. and W. Congress St. as well as an adjoining tract consisting of 0.21 acres, for a total of 0.49 acres of land owned solely by the Chamber to be sold (collectively, the “Additional Parking Tract"), as more fully described in the survey attached hereto as Exhibit B 5. The City is willing to accept the termination of the Chamber’s remaining leasehold interest in the Ground Lease and desires to sell the City Property and Building, while reserving a drainage easement on the City Property in favor of the City. 6. The City and Chamber have agreed to market and sell, the City Property and Building, together with the Additional Parking Tract. The Chamber owns the Additional Parking Tract outright; the City has no ownership interest of any type in it. 7. The City and Chamber are agreeable to allocating the Combined Gross Sales Price (as defined in Section 1.b. below) of the City Property and Building and the Additional Parking Tract as follows: Building Value on the City Property – eighty percent; Total Land Value of the City Property and the Additional Parking Tract – twenty percent, all in accordance with Exhibit C, attached hereto and incorporated herein by reference. Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber)Page 1 of 21 DocuSign Envelope ID: 7EDC8B84-C85B48D5-B438-CDFCE6AAIA4D 8. As compensation from the City for terminating its remaining leasehold interest in the Ground Lease, the Chamber will accept one-half of the Net Sales Proceeds from the sale of the City Property and Building. 9. The Chamber is agreeable to terminating its remaining leasehold interest in the Ground Lease prior to the closing of the sale of the City Property and Building and receive its compensation for terminating the remaining leasehold interest in the Ground Lease from the proceeds of the sale at closing. Terms and Conditions For and in consideration of the recitals set forth above and covenants and undertakings hereinafter contained, the City and the Chamber agree upon the following terms and conditions: 1. The City and Chamber agree: a. To jointly list the City Property, Building, and the Additional Parking Tract for sale with a mutually agreed upon broker at the agreed upon combined listing price of $995,000.00 within seven (7) business days of the Effective Date. b. The “Combined Gross Sales Price” is the total price to be paid by a buyer for both (i) the City Property and Building, and (ii) the Additional Parking Tract. c. To allocate among the properties the listing price, the Combined Gross Sales Price of a buyer’s mutually acceptable offer as follows: 1.Building Value – eighty percent of the Combined Gross Sales Price. ii. Total Land Value of City Property and Additional Parking Tract – twenty percent of the Combined Gross Sales Price. For distribution purposes, that total will then be split pro-rata between the two tracts based on acreage amount. d . To execute contracts of sale for their respective properties with the buyer, based on the Combined Gross Sales Price set forth above, within a reasonable time after the mutual acceptance by the City and Chamber of buyer’s offer, subject to the City’s compliance with the requirements of Texas Local Government Code §253.014(d). e. Designate Title Resources, LLC, 525 S. Loop 288, Suite 125, Denton, Texas, as the title company for sale of both the City Property and Building and the Additional Parking Tract. f. To distribute the Combined Gross Sales Price in accordance with the methodology shown in Exhibit C by substituting the Combined Gross Sales Price for the combined listing price shown in Exhibit C. Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber)Page 2 of 21 DocuSign Envelope ID: 7EDC8B84-C85B48D5-B438-CDFCE6AAIA4D g. The “Net Sales Proceeds of the City Property and Building” is the total amount following the deduction of traditional closing expenses, including the broker’s fee or commission, which expenses shall be borne equally between the City and Chamber, from the Combined Gross Sales Price allocated to the City Property and the Building pursuant to Section 1.c. and 1.f. Both the City and the Chamber will each receive one half of the Net Sale Proceeds from the sale of the City Property and Building by wire transfer from the title company, subject to the Chamber’s agreement below regarding signage cost h. The “Net Sales Proceeds of the Additional Parking Tract” is the total amount following the deduction of traditional closing expenses, including the broker’s fee or commission, which expenses shall be borne solely by the Chamber, from the Combined Gross Sales Price allocated to the Additional Parking Tract pursuant to Section 1.c. and 1.f. The Chamber will receive all of the Net Sales Proceeds from the sale of the Additional Parking Tract. i. This Agreement terminates on the earlier of (i) the closing of the combined sale of the City Property, Building, and the Additional Parking Tract, or (ii) the first date on which the “Protection Period” under both listing agreements have expired and there is no “Pending Transaction” for which the listing agreements remain in effect (as such terms are defined in the listing agreements). 2. The Chamber agrees: a.To allow City’s employees and agents into the Building. b. To provide, as soon as reasonably practical but no later than 21 days after the Effective Date, the City with copies of the records described in Exhibit D. c. Execute the Lease Termination with respect to the Ground Lease, in the form attached hereto as Exhibit E prior to the closing on the sale of the City Property and Building. d. To indemnify and hold the City harmless from any claims arising out of the listing agreement for the City Property, Building, or the Adjacent Parking Tract and from any of buyer’s claims, in each instance, related to the title or condition of the City Property, Building, or the Adjacent Parking Tract. e. To have the charge for its signage at the City’s Development Services Department building, as documented pursuant to Section 3.b., deducted from the Chamber’s one half of the Net Sales Proceeds of the City Property and Building prior to distribution and paid directly to City. f. That it will not sell the Adjacent Parking Tract in a transaction separate from and that does not include the City Property and Building. Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber)Page 3 of 21 DocuSign Envelope ID: 7EDC8B84-C85B48D5-B438-CDFCE6AAIA4D 3. The City agrees: a. The City Property and Building will be sold “As is, Where Is” and the following will be included both in the contract of sale for, and the deed to, the City Property and Building (with adjustments for defined terms as needed): THIS CONTRACT IS [OR DEED WAS THE RESULT OF 1 AN ARM’S-LENGTH AGREEMENT BETWEEN THE PARTIES. THE PURCHASE PRICE WAS BARGAINED FOR ON THE BASIS OF AN “AS IS, WHERE IS” TRANSACTION AND REFLECTS THE AGREEMENT OF THE PARTIES THAT THERE ARE NO REPRESENTATIONS, DISCLOSURES, OR EXPRESS OR IMPLIED WARRANTIES, EXCEPT THOSE IN THIS [OR THE] CONTRACT AND THE CLOSING DOCUMENTS. BUYER IS NOT RELYING ON ANY REPRESENTATIONS, DISCLOSURES, OR EXPRESS OR IMPLIED WARRANTIES OTHER THAN THOSE EXPRESSLY CONTAINED IN THIS [OR THE] CONTRACT AND THE CLOSING DOCUMENTS. BUYER IS NOT RELYING ON ANY INFORMATION REGARDING THE PROPERTY PROVIDED BY ANY PERSON, OTHER THAN BUYER’S OWN INSPECTION AND THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS [OR THE] CONTRACT AND THE CLOSING DOCUMENTS . b. To instruct the title company to direct payment of the Chamber’s Net Sales Proceeds of the City Property and Building and Net Sales Proceeds of the Adjacent Parking Tract in accordance with this Agreement. Further, City will provide to the Chamber and the title company the amount of the charge for the Chamber’s signage at the City’s Development Services Department building, along with appropriate supporting documentation. 4. Chamber’s Representations, Warranties, and Covenants – Improvements to the City Property. As of the Effective Date and ongoing until the closing of the sale of the City Property, Building and Adjacent Parking Tract, the Chamber represents, warrants, and covenants to City the following as to the City Property, Building, parking lot and any other improvements made to the City Property pursuant to its Ground Lease: a. Improvements. All improvements to the City Property, including, but not limited to, the Building and parking lot, were constructed and maintained solely by Chamber under its Ground Lease with the City and are referenced collectively herein as the “Improvements” . b. Litigation. Chamber has not received written notice and has no actual knowledge of any litigation pending or threatened with respect to the Improvements or City Property or against the Chamber that might adversely affect the Improvements or City Property or Chamber’s ability to perform its obligations under this Agreement. Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber)Page 4 of 21 DocuSign Envelope ID: 7EDC8B84-C85B48D5-B438-CDFCE6AAIA4D c. Governmental Requirements. To Chambers’ actual knowledge, Chamber has complied with all applicable laws, ordinances, regulations, statutes, rules, and restrictions pertaining to and affecting the Improvements and the City Property, and Chamber’s performance of this Agreement will not result in any breach of, constitute any default under, or result in any imposition of any lien or encumbrance on the Improvements or City Property under any agreement or other instrument to which Chamber is a party or by which Chamber is or the Improvements and City Property might be bound. d. Continued Operation. Chamber will operate and manage the Improvements and the City Property in substantially the same manner as it has been operated and managed before the Effective Date. Chamber will maintain the physical condition of the Improvements and City Property in the same or better condition as it presently exists up to the closing date of the City Property and Building, except for reasonable wear and tear and casualty damage. e. Licenses, Permits, and Approvals. Chamber has not received written notice and has no actual knowledge that any license, permit, or approval necessary to use the Improvements and City Property in the manner in which it is currently being used has expired or will not be renewed on expiration or that any material condition will be imposed to use or renew the same. f. Zoning; Land Use; Hazardous Materials. Chamber has not received written notice and has no actual knowledge of any zoning, land-use, hazardous substance or materials, or other conditions or proceedings affecting the Improvements or City Property or any written inquiries or notices by any governmental authority or third party with respect to condemnation, zoning, or other land-use regulations or the presence of hazardous substance or materials affecting the Improvements or City Property. g. Terrorist Organizations Lists. Chamber is not and Chamber has no actual knowledge that its partners, members, shareholders, owners, employees, officers, directors, representatives, or agents is a person or entity with whom U.S. persons or entitIes are restricted from doing business under regulations of the Office of Foreign Asset Control of the Department of the Treasury or under any statute, executive order, or other governmental action. h. No Other Obligation to Sell or Transfer the Improvements, City Property, or Additional Parking Tract or Restriction against Transfer or Sale. Chamber is not obligated to sell or transfer any of the Improvements, City Property, or Additional Parking Tract or any interest therein to any person or entity, other than with respect to its leasehold interest in the Ground Lease to City. Chamber’s performance of this Agreement will not cause a breach of any other agreement or obligation to which Chamber is a party Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber) Page 5 of 21 DocuSign Envelope ID: 7EDC8B84-C85B48D5-B438-CDFCE6AAIA4D or by which Chamber or the Improvements, City Property, or Additional Parking Tract is bound. i. No Liens. When the Ground Lease Termination is executed, the Improvements will be free and clear of all mechanic’s and materialman’s liens and other liens and encumbrances of any nature, and no work or materials will have been or will be furnished to the Improvements or City Property by Chamber that might give rise to an outstanding mechanic’s, materialman’s, or other lien against the Improvements or City Property. j. Chamber’s Records. The records provided by Chamber to City for City’s inspections will be true, correct, and complete copies of the records in Chamber’s possession or control. The records that were prepared by or under Chamber’s supervision and control will be true, correct, and complete in all material respects. Unless Chamber notifies City to the contrary at the time of delivery of records provided by Chamber to City that were not prepared by or under Chamber’s supervision and control, Chamber has no actual knowledge that such records are not true, correct, and complete in any material respect k. Environmental. Chamber has no actual knowledge of and has not received any written notice about any violation of Environmental Laws related to the Improvements or City Property or the presence or release of Hazardous Substances in, on, under, about or from the Improvements or City Property. “Environmental Laws means any and all applicable Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any governmental authority or other requirement of law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment. "Hazardous Substances" means pollutants, contaminants, hazardous substances, hazardous wastes, petroleum and fractions thereof, and all other chemicals, wastes, substances and materials listed in, regulated by or identified in any Environmental Law. I. Personal Property. Any and all personal property located in the Improvements or on the City Property is owned or controlled by Chamber. It is agreed by the Chamber that title to, and control of, any personal property remaining in or on the Improvements or City Property at the time the Ground Lease is terminated will belong to the City, including the Improvements. 5. Further Assurances. The City and Chamber shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, instruments, and documents, as the other may reasonably request to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber) Page 6 of 21 DocuSign Envelope ID: 7EDC8B84-C85B-+8D5-B438-CDFCE6AAIA4D 6. Risk of Loss. Risk of Loss as to the Improvements due to casualty up to and including the date of closing on the sale of the City Property will be borne by the Chamber, except to the extent of any loss or damage to the Improvements caused solely by the gross negligence or willful misconduct of City. 7. Amendment. This Agreement may not be altered, changed, or amended except by written agreement signed by all parties. 8. Governing Law. This Agreement will be governed by and interpreted under the laws of the state of the Texas. This Agreement will be specifically performable in Denton County. 9. Attorney Fees. If it becomes necessary for either party to employ legal counsel or to bring an action at law or other proceeding to enforce any of the terms, covenants, or conditions of this Agreement, the prevailing party in any action or proceeding will be entitled to recover its costs and expenses incurred, including reasonable attorney fees, from the other party. The term “prevailing party” means the party that has succeeded on a significant issue in the litigation and achieved a benefit with respect to the claims at issue, taken as a whole, whether or not damages are actually awarded to that party. 10. Entire Agreement. This Agreement, including the other agreements referenced herein, contains the entire agreement of the parties. All other understandings, discussions, and agreements previously made between the parties, written or oral, are superseded by this Agreement and the other agreements referenced herein, and neither party is relying on any warranty, statement, or representation not contained in this Agreement or in such other agreements referenced herein. 11. Survival. The provisions of Sections 2(d), 2(e), 4, and 9 will survive this Agreement for a period of 4 years and remain in full force and effect between the parties during that time. 12. Authority to Execute. Each of the signatories to this Agreement represents and warrants that he or she is authorized to execute this Agreement and bind the entity for which he or she is signing to the terms and provisions hereof. Each party warrants that any action required to be taken for this Agreement to be binding on it has been duly and properly taken prior to the execution of this Agreement. 13. Multiple Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed an original and all of which together will constitute one agreement. 14. Understanding of Agreement. Both City and Chamber warrant and represent that it has read and understood this Agreement. Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber)Page 7 of 21 DocuSign Envelope ID: 7EDC8B84-C85B“+8D5-B438-CDFCE6AAIA4D 15. No Special Relationship. The parties’ relationship is an ordinary commercial relationship, and the parties do not intend to create the relationship of principal and agent, partners, joint venturers, or any other special relationship. CITY: City of Denton, a Texas home-rule municipal corporation d b A Signature a Pri Title Signed onthe2 3 of , 2021. Acknowledgement State of Texas Denton County Thi, i„,t„m,„t w„ „k„,wI,d,,d b,f,„ m, ,„ th, a# ,f fUCK 2021, by Sara +\en51£"{ – t , City of Denton, a Texas home-rule municipal mR6ALE}GH NCHARDS lay Hlay IDf 1318H791 D®Decalbet,}here)Mr bo\llll£lll/ ArrEST: Rosa Rios, City Secretary , zA,y Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber)Page 8 of 21 DocuSign Envelope ID: 7EDC8B84-C85B48D5-B438-CDFCE6AAIA4D BOTH REVIEWED AND APPROVED as to financial and operational obligatioFS g.nd..business terms.-' /-"'••"•'•DocuSlgned by: w„b„ bob Signature Deputy Director Title Rea1 Estate Department Date Signed: 3/16/2021 APPROVED AS TO LEGAL FORM: Aaron Leal, City Attorney “' Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber)Page 9 of 21 DocuSign Envelope ID: 7EDC8B8+£85W18D$B13&CDFCE6AAIA4D CHAMBER: Denton Chamber of Commerce, a Texas corporation Reece if &'w/ .r \Swt,s Sig„,d ,„ th, IC&,\ @dtI , , 2021. Acknowledgement State of Texas Denton County Title This instrument was acknoWlqdged before me on the M of 'e.2021, Chd‘I n Mber corporatiqpS MArch [printed name] of Commerce, Inc., a Texas (Affix seal here) TISHA DILL Notary ID #11349178 lnubsion Expires j. 2022lic, State of Texas Master Agreement Regarding Property at 414 W. Parkway Street (CIty and Chamber)Page 10 of 21 / DocuSign Envelope ID= 7EDC8B84-C85B=18D5-B438-CDFCE6AAIA4D Exhibit A Legal Description - City Property BEING a 0,449 acre tract at land sItuated in the Robert Beaumont Survey, Ab8trarit No, 31 and tIn Williwn N8iil Survey. Abstract No. 971, City of D8ntul, Denim County, Texas, and being known as a part of Lots 6 grId 8, Shek 1 per BIg PUt af Barb’s AddtIbn, as rUaId& in Volume Q, Pages 136 and 137 of the Deed Records of Dental County, Texas, and also beIng a paR of that certain tract of land d68witnd in a Warranty tHud to the City of Dentrx\ T©xa g. as mmrdui in Volume 572, Page 262 of the Deed Relnrtis oF Denton County, Texas, and beIng more paRku taFFy de§eribed as It>laws: COMMENCING at a 1/2 inch iron rod found for the Southeast mmu of a culled 0.258 acre baeit of land descHtnd in a Deed to United Through H.O.P.E, Inc.. as mwrd8d in Document No. 2015-114949 of the afficb! R8wrds of Dentm County, Texas, same being the Intetseetbn of the West line af Bolivar Street (H3' rlghtof-way) with the North line of Parkway Street (a variable width right-af-way), Iwm which a 1/2 inch iron rod capped -RPLS 4561- fadnd tex the Northeast cw}er of saId 0,258 oem tract kwan North Uy39'34' East a distancB af 74.97 feat, THENCE South 88'24'42- Wed along the North llre af &aid Parkway Street tx a djgt3noB Df 15(109 feat b a point for the Southeast wmer of a called 1,37 acre bad of land described in a Deed to Man C. BarkeR, as recorded in Ck>aum6nt No. 2004-5898 of the aHHal Recad8 of Denton County, Texas: THENCE North 87’44'21- West wntinuing along the North line of said Parkway Sheet, for a dbtance of 56.57 feet to a Bad nail found for an angle paint in Ihe SwAb IIne of saId 1.37 acra tract; THENCE North 80’32'16- West wntinuing along the North line of said Parkway Street, for a dbtanm cJ 30.6Q feet to a Bad nal found lot the #last Soultnrty Southwest cwner af saId 1.37 acre tract; THENCE Nodh 75'CH'22- West mntlnuFng along the NoRtr line of said Parkway Street, for a di§tana Bf 70.93 feet to a S/8 in6h iran mi capped -TNP set for the POINT OF BEGINNING lot the herein descrIbed tracE THENCE Nadh 72'25’02- West eanUnuing along Ihe North line of mid Parkway StIBet, for a di8tanm af 81 _46 feet to a 5/8 inch Iron rod capped ”TNP’ wt for the beginnIng at a curve to the iefl; THENCE in a Nadhwe§My dirac ibn. contInuing along the NadI Una of said PaMway $tr98t, and along saRI wwe tn the left having a oentrai grub of 12'11’36-, a rudtu3 nf 585_cia bet, a chord tnadng af NaIlII 78-3CY5D- West, a chQrd distance of 124.26 feet and an arc length of 124.50 foot to an "F cut in concrete set for the end of said curve: THENCE Nail 84-3C38- West oantinuin9 akirIg the North line of utd Parkway StroM, for a di§tanu of 35_71 feet to a 5/8 inch iron rod capped TNP- set fur the South end of a Bare in the East line of CanoN Boutevard (a vadaEHa width right-of-way): THENCE North 25'2Q'34" West alaIN said Bare h the East line of said Carroll Boulevard. br 8 dhtarne af 23.11 feet to a 5/8 inch iron rod wpp6d TNP- set for the North end of said flare: THENCE North 0CyCXY19- East along the East line of said Carmlt Boulevard, hr a distanoe af 78.59 feet to a 5/8 Inch iron rod capped 'TNP- sat for carrIer; THENCE North gl'OCPOCF East d8p3rthg the East line at said Carroll Boulward, for a distanu nf 28.09 feet to a WB inch Iron nd capped -TNP set for ca#nec THENCE South 83’53'14- East for a dbtan08 af 87.21 feet to a 518 inch iron nd upped -TNP- set for the beginning of a non-tangent curve to the right; Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber)Page 11 of 21 DocuSign Envelope ID: 7EDC8B84-C85B48D5-B438-CDFCE6AAIA4D THENCE in a Southentedy dIrectIon, along saId non-tangent cuIve to the right having a central angle of Q2'4SIiCy, a radius of 29}.00 feet, a chord bearing of South 63'CXy41- East a chord di$tanw af 12.19 feet and an arc length of 12,18 feet to a 5/8 inch iron rod capp8d TNP' 881 fbI tho end of &aId curve: THENCE South 83'36'51- East for a di8tan08 cf 11_47 feet to a 5/8 huh iron rod aplnd -TNP- set for wr}er: THENCE South (B'22'2Y West for a distance of 4.96 feet to a 5/8 inch iron rod apI>ed TMP- get for the beginnIng of a norbtartgent cuIve to the rIght THENCE in a $outhea$tefly direction, along 8ald narbtangwlt curve to the right havIng a central Or3gb of 25'’07DI', a radius of 254.00 feet, a Chord bå of South 46'15’33" East, a chord distance of 110.46 feet and an arc length of 1 1 1 .35 feet to a 5/8 inch iron rod capped 'INP- set for the end of 3aid curve: THENCE South :13'42X}2- East for a distance of 65.86 feet to the POIHr OF BEGINNING, and containing 0.449 aao$ of land, more or Ie 88. NOTES: 1.BearIngs are nf8nnc8d to CrM North of the Texas C)cxxt$nab System of f983 Will Central Zarn 4202.' NAD83 (201 1) EPOCH 201Cl} as dbrhed k>callp Pull RIK Network wttinuwsJy qnra£fng r©8renee stalloas (caRS) vIa real tirrn kirnmatk: (RTE) $urwy methods. The d/s18naes shawn horoon ropros$nI surface values utdizJng a sudac6 adjustmant hc&y of l_MI 50630 to scH8 from grtd to sudac8 } 2 This IM d$scrWon is based atPto Lrrxl ntl6 SaNoy &Id Piat prepared by Todd a n#nor. R.P.L.S. Na 4859. dataI D6c6mbor 21. 2020. fiaiiBTfGiBF FL,g Ra:iF5-d Teague NaII & Perkins, Inc_ 32(X) S. Interstate 35E. Suite 1129 Denton, Texas 7621 a 94&38b41 77 Dab: t>ecemtnr 21. 2020 Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber)Page 12 of 21 DocuSign Envelope ID: 7EDC8B84-C85B48D5-B438-CDFCE6AAIA4D ! ! B BB gB [[H$ n=F L-l•••= GIf fU BqdllS g ! ! ! ! r i ggE S 8 BE gI•Hl• : g ©Talmia gi : U g:l g } } { } { } g ! ! ! ’#{ET ahHP Q- &rLI, +g ui $ g !! 'q id !!: 9 r.' { +rj i IF gg;gif "• - II 'S d ;g, q g EU g }: + r-.; q i Hi SawA=lrloa X Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber)Page 13 of 21 DocuSign Envelope ID: 7EDC8B84-C85BJ+8D5-B438-CDFCE6AAI A4D Exhibit B Legal Description - Additional Parking Tract {-T 9 I G i Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber)Page 14 of 21 DocuSign Envelope ID: 7EDC8B84-C85B-+8D5-B438-CDFCE6AAIA4D Exhibit C Allocation Spreadsheet A D 2 ITotal Ust Pace (sales price) 3 4 ] Building to Land Value Ratio 5993,000.oo S 6 ]Total Land Value (la%} 7 ]Total Building Value (88%) 80/20 listing Breakdown $199,000.00 $796,000.00 9 10 North Parking Lot 414 W. Parkway 12 iAcerage 13 1 Building Square Footage 14 1 Percent of Total land Value 0.49 0.449 15 1 Land Value 16] Building Value 52.18% 7,182 47.82% $103.844.52 $95,155.48 $796,000.00 18 ] Component of List Price 19 20 ]Split of Proceeds $103,844.52 $891,155.48 1(D% Chamber 5CbSO% City/Chamber Total Proceeds $549,422.26 $445,577.74 Percent of Total 23 1 Estimated Chamber Proceed: 24 ] Estimated City Proceeds $103, 844.52 $445,577.74 $445,577.74 Proceeds 55622% 44.78% 26 27] if the properties sen for a total of $995,tm, that would mean that the Chamber gets SI03,844.52 for its .49 acres of hnd, 28 ! PLUS $445,777.74, which is half of the $891,155.48. 29 ]Sale prices above or below that ,h,w„ i. 82 will b, ,dj„sted ,HO,di.gt, ,mb,dd,d fo,m„I„. Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber)Page 15 of 21 DocuSign Envelope ID: 7EDC8B84-C85Bdt8D5-B438-CDFCE6AAIA4D Exhibit D Chamber’s Records To the extent that Chamber has possession or control of the following items pertaining to and currently impacting the Improvements or City Property, Chamber will deliver or make the items or copies of them available to City by the deadline stated in Section 2.b.: Governmental records of regulatory proceedings or violations Land soil reports environmental reports and other information regarding the environmental condition of the Improvements or City Property engineering reports prIor surveys site plans Facilities as-built plans, specifications, and mechanical drawings for Improvements warranty agreements management, employment, labor, service, equipment, supply, agreements insurance policies ADA and other building inspection reports and maintenance engineering reports environmental reports; spill, release, discharge or clean up notices or reports; and any other information regarding the existence or use in, on, under or about the Improvements or City Property of materials or substances during or after construction of the Improvements that may contain Hazardous Substances, including but not limited to lead, asbestos or other substances considered hazardous, toxic or otherwise a threat to the health or safety of persons or a threat to the environment operating and maintenance plans (for example, asbestos maintenance plans), including preventive and routine maintenance plans and schedules life-safety plans Financial - utility bills for the most recent twelve months of operation Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber)Page 16 of 21 DocuSign Envelope ID: 7EDC8B84-C85B48D5-B438-CDFCE6AAIA4D Leases or Subleases commission and leasing agent agreements rent roll setting forth for each Lease or Sublease: o tenant’s name o square footage leased o date of expiration of current and renewal terms o renewal options o basic rent and formula for any additional rents o amount of additional rent paid during the last [number} [months/years] o prepaid rent o delinquent rent o security deposit o alternatively, if no tenants or subtenants exist, a written statement to that effect current tenant/subtenant or landlord/sub-landlord defaults options to purchase any portion of the Improvements rights of first refusal to lease/sublease other space rights to rent concessions, tenant/subtenant improvements, or other allowances unpaid or contingent brokerage commissions (including commission on renewals) estoppel letters and/or subordination agreements Licenses, Agreements, and Encumbrances all licenses, agreements, and encumbrances (including all amendments and exhibits) affecting title to or use of the Improvements or City Property even if such have not been recorded in the real property records of the county or counties in which the Improvements and City Property is located Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber)Page 17 of 21 DocuSign Envelope ID: 7EDC8B84-C85B48D5-B438-CDFCE6AAIA4D Exhibit E LEASE TERMINATION 414 W. Parkway Street, Denton, Texas THE STATE OF TEXAS,§ § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON THIS LEASE TERMINATION, dated and effective as of , 2021 (the “Effective Date”), is made by and between the City of Denton, a Texas home-rule municipal corporation (“Lessor”) and the Denton Chamber of Commerce, a Texas corporation (“Lessee”). Lessor and Lessee are individually and collectively referred to in this Agreement respectively as a “Party” or the “Parties”. For the mutual promises contained herein and other valuable consideration, the receipt and sufficiency of which are acknowledged by the Parties, the Parties hereby agree as follows: 1. The ground lease entered into by the Parties for certain property located at 414 W. Parkway Street, Denton, Texas as filed and recorded in the Real Property Records, Denton County, Texas at Volume 684, Page 373, as amended by the addenda filed and recorded in the Real Property Records, Denton County, Texas at or under Volume 792, Page 332, Clerk’s File No. 1997-19395, and Clerk’s File No. 1997-19396, (the “Ground Lease“) is fully terminated and of no further force or effect, effective as of the Effective Date. 2. Lessee further acknowledges and agrees that as of the Effective Date Lessee relinquishes its remaining leasehold and ownership interest in the building and improvements constructed on the property pursuant to the Ground Lease, and Lessor immediately and without the need for a formal conveyance acquires full ownership of such building and improvements, free and clear of any indebtedness or obligations. [Remainder of page intentionally left blank] Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber)Page 18 of 21 DocuSign Envelope ID: 7EDC8B84-C85B48D5-B438-CDFCE6AAIA4D IN WITNESS WHEREOF, the Lessor and the Lessee have each executed this Lease Termination acting by and through its duly authorized officer as of the Effective Date. LESSOR: City of Denton, a Texas home-rule municipal corporation Signature Printed Name Title Acknowledgement State of Texas Denton County This instrument was acknowledged before me on the M , 2021, by [printed name] , d the City of Denton, a Texas home-rule municipal corporation, on behalf of said corporation. Signature, Notary Public, State of Texas (Affix seal here) ATTEST: Rosa Rios, City Secretary By: Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber)Page 19 of 21 DocuSign Envelope iD: 7EDC8B84-C85B-48D5-B438-CDFCE6AAIA4D BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. Signature Title Department Date Signed: APPROVED AS TO LEGAL FORM: Aaron Leal, City Attorney By: Upon Filing Return To: The City of Denton AHn: DeAnna Cody Real Estate Department 401 North Elm Street Denton, TX 76209 Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber) Page 20 of 21 DocuSign Envelope ID: 7EDC8B84-C85B-48D5-B438-CDFCE6AAIA4D LESSEE : Denton Chamber of Commerce, a Texas corporation Signature Printed Na Title Acknowledgement State of Texas Denton County This instrument was acknowledged before me on the of 2021 , by of the Denton Chamber corporation, on behalf of said corporation. Signature, Notary Public, State of Texas [printed name] , of Commerce, Inc., a Texas (Affix seal here) Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber)Page 21 of 21