HomeMy WebLinkAboutResolution No. 2015-055 CITY OF THE COLONY,TEXAS
RESOLUTION NO. 2015- D
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 3.135 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 3.135 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 July 7, 2015, 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 3.135 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 53r1
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 7th day of JULY,2015.
J e McCou , Mayor
ATTEST ,e , .
Christie Wilson, City Secretary < =
APPROVED AS TO FORM: 11-i SisAL '-<
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1 ••
'li •TEXAS•
Jeff Moore, City Attorney
Page 2
Exhibit A
Private Transfer Agreement
(Grant by Special Warranty Deed)
[for an approximately 3.135 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 execut d this Private Transfer Agreement
(Grant by Special Warranty Deed) to be effective as of `7 e9 6/S .
GRANTOR:
THE COLONY LOCAL DEVELOPMENT
CORPORATION,
A Texas non-profit corporation
Jo f Courcy, President
ATTEST:
lifr. L/ lg. sm, ----
Richard
-"Richard Boyer, Secretary,
APPROVED AS TO FORM:
441111Wip ,
/Oa
Jeff Moor:, City Attorney
THE STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me on this ri day of , 2015,
by Joe McCourry, President of The Colony Local Development Corporatio a Te s non-profit
corporation, and acknowledged to me that he executed the same for the purposes and
consideration therein expressed on beha o i,aid corporation.
‘LML4 /at-Lel-)
Notary Public in and for the State of Texas
AFTER RECORDING RETURN TO:
LMG Ventures, LLC
c/o Ryan Blumkin-02160
700 S. 72 Street
Omaha, NE 68114
Special Warranty Deed Page 3
Exhibit"A"
Legal Description of the Property
Special Warranty Deed Page 4
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12.75' ....217,02.% 60.28' S$9' 31' 25"YV
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FOUND 1/2" w r N89' 31' 25"E 567.52'
POINT _S51 45' 23"W
IRON ROD � �
. " { ypNq No.2015--240 PUT RECORDS DE UTON COurnY.sous H(; 34.07'
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-8 — PLANO PARKWAY
___ I VOLUME 2324.PAIS 465 DEED RECORDS,DENRMI COUNiYTE)US _.
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PORTION OF LOT 1, BLOCK J
GRANDSCAPE ADDITION PHASE II
Being a 3.135 acre tract of land situated in the
Buffalo Bayou, Brazos Sc Colorado Railroad Company Survey, 1
Abstract No. 174, City of the Colony, Denton County, Texas
BASS OF BEARING IS NORTH AMERICAN DATUM
OF 1983 (NAD-83) (2011) STATE PLANE COORDINATE SYSTEM,
TEXAS NORTH CENTRAL ZONE BASED ON GPS OBSERVATIONS.
Graham Associates,inc. GRAPHIC SCALE ,u=,00'
n CONSULTING ENGINEERS&PLANNERS
600 SIX FLAGS DRIVE,SUITE 500
ARLINGTON,TEXAS 76011 (817)640-8535 lirMIMIMMi
0 (00 200
TBPE FIRM:F-1191/TBPLS FIRM:101538-00
,..._rwini
DRAWN BY: T.CULLISON DATE: JUNE 2015
PROJECT NO.: LMGIGRANDSCAPE RETAIL SHEET 1 OF 3
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PORTION OF LOT 1,BLOCK J
GRANDSCAPE ADDITION PHASE II
Being a 3.135 acre tract of land situated in the
Buffalo Bayou,Brazos& Colorado Railroad Company Survey,
Abstract No. 174,City of the Colony,Denton County,Texas
Being a 3.135 acre tract of land situated in the Buffalo Bayou,Brazos&Colorado Railroad
Company Survey,Abstract No. 174, City of the Colony, Denton County,Texas and being a
portion of Lot 1,Block J as shown on the Final Plat recorded as Instrument No. 2015-240 of
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"DAA"on the north right-of-way line
of Plano Parkway as described in the document recorded in Volume 2324,Page 455 of Deed
Records,Denton County,Texas,said point being South 89°31'25" West,a distance of 12.75 feet
along said north right-of-way line from the west right-of-way line of Nebraska Furniture Mart
Drive(a variable width right-of-way);
THENCE North 89°31'25" East,a distance of 567.52 feet along said north right-of-way line to
the west right-of-way line of Bargain Way(a variable width right-of-way) and the POINT OF
BEGINNING;
THENCE South 89°3P25" West,along said north right-of-way line, a distance of 78.06 feet to
the beginning of a tangent curve to the right having a radius of 590.00 feet, a central angle of
6°16'55",and a long chord which bears North 87°20'08" West,64.65 feet;
THENCE continuing along said north right-of-way line and along said tangent curve to the
right,an arc distance of 64.69 feet to a point;
THENCE North 84°11'40" West,continuing along said north right-of-way line,a distance of
60.28 feet to the beginning of a tangent curve to the left having a radius of 310.00 feet,a central
angle of 6°16'55",and a long chord which bears North 87°20'08" West, 33.97 feet;
THENCE continuing along said north right-of-way line and along said tangent curve to the left,
an arc distance of 33.99 feet to a point;
THENCE South 89°31'25"West,continuing along said north right-of-way line,a distance of
207.00 feet to the east right-of-way line of Nebraska Furniture Mart Drive(a variable width
right-of-way);
THENCE North 45°28'35"West,continuing along said east right-of-way line,a distance of
42.43 feet to a point;
THENCE North 00°28'35" West,continuing along said east right-of-way line,a distance of
248.50 feet to a point;
Page 2 of 3
THENCE North 89°31'25" East, leaving said east right-of-way line, a distance of 361.58 feet to
the beginning of a tangent curve to the left having a radius of 25.00 feet,a central angle of
37°04'56", and a long chord which bears North 70°58'57"East, 15.90 feet;
THENCE along said tangent curve to the left, an arc distance of 16.18 feet to a point;
THENCE North 52°26'28" East,a distance of 38.46 feet to said west right-of way line of
Bargain Way (a variable width right-of-way)and the beginning of a non-tangent curve to the
right,radial to said line,having a radius of 398.50 feet and a central angle of 39°57'33",and a
long chord which bears South 20°27'22" East,272.32 feet;
THENCE along said west right-of way line and said non-tangent curve to the right,an arc
distance of 277.92 feet to a point;
THENCE South 00°28'35" East,continuing along said west right-of way line,a distance of
41.95 feet to a point;
THENCE South 51°45'23" West,continuing along said west right-of way line,a distance of
I
34.07 feet to the POINT OF BEGINNING and CONTAINING 136,554 square feet,3.135
acres of land,more or less.
s-'-`ri• �1.1110.'
Page 3 of 3
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 8