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HomeMy WebLinkAboutResolution No. 2014-079 CITY OF THE COLONY,TEXAS RESOLUTION NO. 2014-079 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING AND APPROVING THE EXECUTION OF A PRIVATE TRANSFER AGREEMENT (GRANT BY SPECIAL WARRANTY DEED) BY AND BETWEEN THE COLONY LOCAL DEVELOPMENT CORPORATION AND LMG VENTURES, LLC, A TEXAS LIMITED LIABILITY COMPANY, CONCERNING THE CONVEYANCE OF AN APPROXIMATELY 1.949 ACRE TRACT OF LAND; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING FOR AN IMMEDIATE EFFECTIVE DATE. WHEREAS, The Colony Local Development Corporation (hereinafter referred to as the "LDC") has been created and organized as a public, nonprofit local government corporation incorporated pursuant to Subchapter D of Chapter 431, Texas Transportation Code, as amended to aid, assist and act on behalf of the City of The Colony, Texas (hereinafter referred to as the "City") in the performance of the City's governmental functions; and WHEREAS, LDC is the sole owner of the approximately 1.949 acres of land subject to the Private Transfer Agreement (Grant by Special Warranty Deed), a copy of which is attached hereto as Exhibit A, pursuant to Instrument Numbers 2014-30675, 2014-30676, and 2014-30677 filed and recorded in the Real Property Records of Denton County, Texas; and WHEREAS, on or about November 18, 2014, the Board of Directors of the LDC approved the Private Transfer Agreement (Grant by Special Warranty Deed) a copy of which is attached hereto as Exhibit A, conveying an approximately 1.949 acre tract of land to LMG Ventures, LLC; and WHEREAS, the form of the Private Transfer Agreement (Grant by Special Warranty Deed) was approved as part of the bond validation suit styled Ex parte The Colony, in the 53`d Judicial District Court, Travis County, Texas, Cause No. 0-1-GV-11-001995, decided January 18, 2012, Trial Exhibit No. 38; and WHEREAS, the City Council for the City of The Colony, Texas, finds and determines it is in the best interest of the City of The Colony, Texas, to approve the Private Transfer Agreement (Grant by Special Warranty Deed) by and between the LDC and LMG Ventures, LLC, a copy of which is attached hereto as Exhibit A. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY,TEXAS, THAT: SECTION 1. The findings set forth above are hereby found to be true and correct findings of the City and are incorporated into the body of this Resolution as if fully set forth herein. SECTION 2. The City Council of the City of The Colony, Texas, does hereby approve and authorize the President of the LDC to execute the Private Transfer Agreement (Grant by Special Warranty Deed) by and between the LDC and LMG Ventures, LLC, a copy of which is attached hereto as Exhibit A, and is incorporated herein for all purposes. SECTION 3. If any section, article paragraph, sentence, clause, phrase or word in this Resolution, or application thereto 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 Resolution; and the City Council hereby declares it would have passed such remaining portions of this Resolution despite such invalidity,which remaining portions shall remain in full force and effect. SECTION 4. This Resolution shall become effective immediately upon passage. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY,TEXAS,THIS THE 18th day of NOVEMBER,2014. G Jo McCourry, ayor ‘°"7.' ATTES ,```.��,,,,,,,,,,,,,,,,,,,. ..f , ,L..., .../At A-1,4_ey-J) `,,,`,'!'y O THS .0 (L.- • ..0„. ...z.,. fi t 1.<1 stie Wilson, City Secretary r,,,.u: tL i\i-4 APPROVED AS TO FORM: -- , TEXP '' ( Jeff1bor;-, City Attorney Page 2 Exhibit A Private Transfer Agreement (Grant by Special Warranty Deed) [for an approximately 1.949 acre tract of land] NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. PRIVATE TRANSFER AGREEMENT (GRANT by SPECIAL WARRANTY DEED) THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § After making findings that this grant is authorized by Texas Tax Code Section 311.010(h), serves the legitimate public purpose of promoting economic development, and affords a clear public benefit in terms of both increased tax revenue and job opportunities, THE COLONY LOCAL DEVELOPMENT CORPORATION, a Texas non-profit corporation ("Grantor"), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other valuable non-monetary consideration in the form of the Additional Consideration (defined below), the receipt and sufficiency of which consideration are hereby acknowledged to be adequate, has GRANTED, SOLD, AND CONVEYED, and by these presents does hereby GRANT, SELL AND CONVEY, unto LMG VENTURES, LLC, a Texas limited liability company ("Grantee") having an address of 700 S. 72 Street, Omaha, NE 68114 all that real property situated in the County of Denton, State of Texas, and more particularly described on Exhibit "A" attached hereto and made a part hereof for all purposes plus all of Grantor's right, title and interest in and to (i) all improvements and related amenities located in and on such real property, (ii) easements, if any, benefiting such real property, (iii) the oil, gas, and other minerals (and all executory and leasing rights relating thereto)that are in and under such real property and that may be produced from such real property and (iv) appurtenances, if any, pertaining to such real property, including any right, title and interest of Grantor in and to: (a)water wells and any other permits for utilities, drainage and detention rights which serve or which will serve the land and improvements now or hereafter constructed thereon; (b) any architectural plans and specifications, surveys, engineering, soils, seismic, geological and environmental reports, studies, certificates and other technical descriptions applicable to the land and/or improvements; (c) any warranties, guaranties, indemnities, claims and causes of action, to the extent applicable to the land and/or improvements; (d) any licenses, permits, governmental approvals, utility commitments, utility rights, reimbursement rights, development rights or other similar rights; (e) any rights to credits, refunds, and reimbursements including without limitation any credits against, or right to pay reduced application fees, permit fees, inspection fees or impact fees applicable to the land; (f) any rights under zoning cases, preliminary plans, plats, and other development applications and approvals; and (g) all other development rights, powers, privileges, options, or other benefits associated with, that pertain to, are attributable to, are appurtenant to, apply to, or which otherwise directly benefit the land (collectively, the "Property"). The "Additional Consideration" for this transfer includes the following grant performance standards: 1. Grantee's use of the Property increasing the property tax revenues and sales tax revenues (if Grantee is a retailer) collected by Grantor or the City of The Colony, Texas, within Tax Increment Reinvestment Zone Number One, City of The Colony, Texas (the "Zone"). 2. On January 1 of the first calendar year after the Facility defined in the Final Project and Finance Plan for Tax Increment Reinvestment Zone Number One, City of The Colony, Texas, adopted by the Board of Directors of the Zone on November 15, 2011, and approved by the City Council on November 15, 2011 (the "Project and Finance Plan") is open for business to the public, TXFM, Inc., a Texas corporation, causing the Facility to provide a minimum of 850 Full-Time Equivalent Jobs as defined in the Project and Finance Plan. If the Facility does not provide the required minimum number of Full-Time Equivalent Jobs, the penalty provisions included in that certain Development and Tax Increment Payment Agreement approved by Grantor on November 15, 2011, shall apply to TXFM, Inc. 3. This Private Transfer Agreement is made and accepted expressly subject to the matters set forth on Exhibit "B" attached hereto and made a part hereof for all purposes and subject to the lien for all ad valorem taxes arising after the date hereof the payment of which Grantee hereby assumes (collectively, the "Permitted Encumbrances"). TO HAVE AND TO HOLD the Property, subject to the Permitted Encumbrances, together with all and singular the rights and appurtenances belonging in any way to the Property, unto the said Grantee, its successors and assigns forever, and Grantor binds itself and its successors and assigns to warrant and forever defend all and singular the Property, subject to the Permitted Encumbrances, to Grantee, its successors and assigns against every person lawfully claiming or to claim all or any part of the Property, by, through, or under Grantor, but not otherwise. [SIGNATURE PAGE FOLLOWS] Special Warranty Deed Page 2 IN WITNESS WHEREOF, Grantor has executed this Private Transfer Agreement (Grant by Special Warranty Deed)to be effective as of `it oU, ( IL( . GRANTOR: THE COLONY LOCAL DEVELOPMENT CORPORATION, A Texas non-profit corporation p?i L J McCourry, resident ATTEST: 4 `4Richard Boyer, Sec ary APPROVED AS TO FORM: Jeff ' •or- City Attorney THE STATE OF TEXAS § COUNTY OF DENTON § G This instrument was acknowledged before me on this i0 day of .ati. -b-e.-2014, by Joe McCourry, President of The Colony Local Development Corporation, a Texas non-profit corporation, and acknowledged to me that he executed the same for the purposes and consideration therein expressed on beh o said corporation. is.,Aii,„ ,_,,,,,),„,„_.. Notary Public in and for the State of Texas AFTER RECORDING RETURN TO: r LMG Ventures, LLC �Yp� c/o Ryan Blumkin-02160 ���,�, CHRiSTIE NEU WILSON �C=Iy My Commission Expires 700 S. 72 Street ,�, November ion Ex 7 Omaha,NE 68114 Special Warranty Deed Page 3 Exhibit"A" Legal Description of the Property Special Warranty Deed Page 4 PROPERTY DESCRIPTION Being a 1.949 acre tract of land situated in the Buffalo Bayou, Brazos & Colorado Railroad Company Survey, Abstract No. 173, City of the Colony, Denton County, Texas and being a portion of called 377.68 acre tract of land described in a deed to The Colony Local Development Corporation as recorded in County Clerk's Instrument No. 2014-30677 of the Official Public Records of Denton County, Texas and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod with cap stamped "CAA" found for the beginning of a curve in the north right-of-way line of Plano Parkway; THENCE North 05 degrees 19 minutes 22 seconds East, a distance of 238.09 feet to the POING OF B EGINNING; THENCE South 89 degrees 31 minutes 25 seconds West, a distance of 321.91 feet to the beginning of a tangent curve to the right having a radius of 53.45 feet, a central angle of 35 degrees 50 minutes 21 seconds, a chord bearing of North 72 degrees 33 minutes 25 seconds West and a chord length of 32.89 feet; THENCE with said tangent curve to the right for an arc length of 33.43 feet; THENCE North 54 degrees 38 minutes 15 seconds West, a distance of 3.80 feet, from which a 1/2 inch iron rod with cap stamped "CAA" found for the southern corner of a corner clip at the intersection of the easterly right-of-way line of Plano Parkway and the southerly right-of-way line of State Highway 121 bears North 73 degrees 52 minutes 10 seconds West, a distance of 443.14 feet; THENCE North 35 degrees 21 minutes 45 seconds East, a distance of 250.07 feet; THENCE North 19 degrees 07 minutes 47 seconds East, a distance of 146.53 feet; THENCE South 70 degrees 52 minutes 13 seconds East, a distance of 178.88 feet to the beginning of a tangent curve to the right having a radius of 27.00 feet, a central angle of 85 degrees 20 minutes 00 seconds, a chord bearing of South 28 degrees 12 minutes 15 seconds East and a chord length of 36.60 feet; THENCE with said tangent curve to the right for an arc length of 40.21 feet to the beginning of a reverse curve to the left having a radius of 735.00 feet, a central angle of 14 degrees 56 minutes 21 seconds, a chord bearing of South 06 degrees 59 minutes 35 seconds West and a chord length of 191.10 feet; THENCE with said reverse curve to the left for an arc length of 191.64 feet; THENCE South 00 degrees 28 minutes 35 seconds East, a distance of 71.21 feet to the POINT OF BEGINNING, containing 1.949 acres or 84,903 square feet of land, more or less. Notes: A survey plat of even date accompanies this description. Bearings shown hereon are based on the Texas State Plane Coordinate System, North Central Zone (4202), NAD 83 (2011) as acquired from GPS observations. Special Warranty Deed Page 5 STATE HIGHWAY 121 / -„� •,..0 / \—.. --7.-----7----- .��-^ '-`7---- t:?APHIC SCALE IN FEET 1 NMI Mil IIIII \ SCALE: 1' = 150' \ \� \ ALL 1-RO-ErTY' C%*\NERC SHALL HE `Q.4 \ Vi:N1i;dEvTED WITH .A 7'2 INCH IRON ACT \' SET WITH A CAR STAMPED "CAI" UNLESS c \ 3THERWISE SHOWN HEREON. •r' jb \S.'\ . THE REARINGS ANI COORDINATES SHOWN ,2»1,1 nti s: \ /,�/j� \\ HEREON ARE EIASEG ON THE TEXAS uas',c,2; c / ' '5 N. \/ \ • COORDINATE SYSTEM (NLAoH3'. NORTH p ,y \�\\I CENTRA.L_1i,1E `?Ci,'. COMBINE) SCALE x>'• / FACTOR = 0.399B4;3,53 A=i1IS 2O' 00., ,' j 3. A TITLE COMMITMENT WASNOT SUPPLIED �s> -�i =[.J.: ` \ // / FOR COMPLETION ',AVE',. THE OF THIS , T=2..83° - G r;J L=4„''. L A DESCRIPTION OF EVEN PATE NO \ t.949 ACRES , "' ;H ,9O .=R4, ^. _ '?u'1?'1 °E / CCC}b1PA'alEi THIS 'L-'T. CL=36.'JU` / .\ ( 0-4 t r,.r .3.80' ^.4LLEA 5272&A A044E PIM' / \ 11E CLCr,Y LOCA. / \ '"\ it=.}^; :;f i' i'1' C[ Ma.N4:.x:14-3in?7 •\\ i,k {Or•I!..L"T) �f \ ,.\ T=17.G8' 9t f` ' \ ,\ L=3.5.'1,` .z;• ; / / R_73'.v:�' EXHIBIT „A„ µ= ,;,..J.,,„ L=32 T=96,.5/' /..\.' L.='.9'.64' BOUNDARY EXHIBIT CB=SCc'::+'.<s"'thr BEING A 1.949 ACRE (84,903 SQ. FT.) CL=1D I'-' TRACT OF LAND LOCATED IN THE 4 f / BUFFALO BAYOU, BRAZOS & COLORADO r! E. c RAILROAD Co. SURVEY, ABSTRACT NO. 173, � � "' :/ / CITY OF THE COLONY , },^, Q./'t� QENTON COUNTY, TEXAS. o \ Q,o .� � �©fes/ Graham Assaciates,lnc. \ \ 'qip ...o-14 ;,�� �L,:� � igi‘ CONSULTING ENGINEERS&PLANNERScd'n' s.' SIX FLAGS oaly :sal; h,n: �. �� ct i.. .+ / niFE.IhIt:,-I191:'iBPLS FIRM.131.638-C3 U N Exhibit"B" Exhibit B — To include those exceptions listed on Schedule B of the Owner's Title Commitment plus the following exceptions: Those rights recorded against the Property to secure performance of the public entities under certain economic incentive agreements, including rights under any (a) covenants, conditions and restrictions; (b) easements; (c) transfer documents that include a determinable interest, reversion or other similar right; or (d) a deed of trust to secure performance. In order to ensure that there are adequate public controls in place to ensure that the grant performance standards set out in the Project and Finance Plan are satisfied, the public purpose is accomplished and to protect the public's investment, to the extent bond proceeds financed the acquisition by the City of the Property or the improvements the City constructed on such Property, the land and improvements are restricted to uses consistent with those identified in the documents authorizing the issuance of such bonds (e.g., if bond proceeds constructed a warehouse/distribution facility located on the Property, then the Property may only be used for warehouse/distribution uses for so long as such bonds remain outstanding). Once such bonds are paid, this restriction shall automatically terminate. Evidence of payment of such bonds may be recorded by Grantee in the Denton County deed records. Special Warranty Deed Page 7