HomeMy WebLinkAboutResolution No. 2015-023CITY" OF THE COLONY, TEXAS
.,SOLUTION NO. 20I - ,3
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 C(lI,GIiY
LOCAL DEVELOPMENT CORPORATION AND TXFM, INC., A TEXAS
CORPORATION, CONCERNING THE CONVEYANCE OF AN
APPROXIMATELY 25.48 ACRE TRACT OF LAND; PROVIDING A
SEVERABILITY CLAL[ SE; 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 Subehapter D of Chapter 431, Texas Transportation Code, as amended
to aid, assist and act on behalf of the Citi- 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 25.48 acres of land subject to
the Private Transfer Agreement (Grant by Special Warranty Deed). a copy of which is attached
hereto as Exhibit _4, pursuant to Instrument Numbers 2014-30675,. 2014-30676. and 2014-30677
filed and recorded in the Deal Property Records of Denton County, Texas; and
WHEREAS, on or about March 3, 201.5, the Board of Directors of the LDC approved the
Private Transfer .Agreement (Grant by Special NIarramy Deed) a copy of which is attached hereto
as Exhibit., conveying an approximately 25.48 acre tract of land to TXFNI. Inc.: and
88,7HEREAS, the form of the Prii ate Transfer .Agreement (Grant by Special Warranty
Deed) was approved as part of the bond validation suit styled Ex parse The Colony, in the 53"
Judicial District Court, Travis County, Texas. Cause No. 0 -1 -GV -11-001995. decided January
18, 2012.. Trial Exhibit No. 38, and
WHEREAS, the Cite Council for the City of The Colony, Texas, finds and determines it
is in the best interest of the Cite- of The Colony. Texas, to approve the Private Transfer
Agreement (Grant by Special Warranty Deed) bil and between the LDC and TXFNI. Inc., 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 fulls, 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 TXFNI, Inc,, a copy of which is attached
hereto as Exhibit,4. 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 3d day of MARCH, 2015.
J e Mccoun4 Mayor
ATTEST:
Christie Wilson. City Secretaryi
Page 2
Private Transfer Agreement
I
(Grant bN. Special Warranq, Deed)
[for an approximately 25.48 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 RE, CORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR
WRIVER'S LICENSE NUIMBER.
PRIVATE TRANSFER AGREEMENT
(GRANT by SPECIAL WARRANTY DEED)
THE STATE OF TEXAS §
§ KNIOW 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 COLOiVY LOCAL DEPELOP41E.NT CORPO k4TION, 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 CONIVLY, unto TXFAI, LVC., a Texas corporation ("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 Nvhich 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 "Propert-, ").
The "Additional Consideration" for this transfer includes the following grant performance
standards:
I. 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 6ne. City of The Colon-, Texas (the "Zone").
2. On January I 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
other,A)ise.
[SIGNATURE PAGE FOLLOWS]
Special Warrant), Deed Page 2
IN WITNESS WHEREOF. Grantor has executed this Private Transfer Agreement
(Grant by Special 'vN7arranty Deed) to be effective as of MARCH 3, 2015.
RURLYKI"t
THE COLONY LOCAL DEVELOPMENT
CORPORATION,
A Texas non-profit corporation
le
e.-
JN/IcCourry ; president
ATTEST:
Richard Bover,'Sec'ret'a""r"y,,,,,,',,,,,,,",
""111
TAE -STATE, OF TEXAS §
COUNTY OF DENTON W.
This instrument was acknoNA 7ledged before me on this ,1 ' ay 2015,
by Joe McCourry%, President of The Colony Local Development Corporation. a Texas non-profit
corporation, and acknowledged to me t at he executed the same for the purposes and
consideration therein expressed on behalf o said corporation,
Notary, Public in and for the State of Texas
TXFM, Inc.
c/o Ryan Blumkin — 02160
700 S, 72 Street
Omaha. NE 68114
Special Warranty Deed Page 3
Exhibit "A"
Legal Description of the Property
Being approximately 25.48 acres or 1,109,909 square feet of
land, consisting of Lot 2, Block A of the Grandscape Addition,
an addition located within the City, of The Colony, Denton
County, Texas, according to the Plat thereof filed February 3,
2015, and recorded as Document No. 2015-38 of the Plat
Records of Denton County, Texas.
Special Warranty Deed Page 4
t
GRANDSCAPE ADDITION
y es , 2% AW -k A
'N Altl i.Jk ifs r_€aTyOFTHF
UUX()k"
11MIA LUVNPY. fti?._.
v
b4
M
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 lona 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 6