HomeMy WebLinkAboutResolution No. 2016-047CITY OF THE COLONY, TEXAS
RESOLUTION NO.'10I to "041
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 8.551 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
"I.DC") 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 8.551 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 August 1, 2016, the Board of Directors of the I.DC approved
the Private Transfer Agreement (Grant by Special Warranty Deed) a copy of which is attached
hereto as Exhibit A, conveying an approximately 8.551 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 53rd
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 I.MG 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 1St day of AUGUST, 2016.
o ti
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?C7 McCou , Mayor
AT T:
Tina Stewart, Interim City Secretary
APPROVED AS TO FORM:
Page 2
+-_ SEAQ
Exhibit A
Private Transfer Agreement
(Grant by Special Warranty Deed)
[for an approximately 8.551 acre tract of land]
C••
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
"PropertX").
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 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 OM �LS'k- I,' -_L01(.0
J_ I
GRANTOR:
THE COLONY LOCAL DEVELOPMENT
CORPORATION,
A Texas non-profit corporation
'4�
J McCou , President
APPROVED AS TO FORM:
Jeff
City Attorney
THE STATE OF TEXAS §
COUNTY OF DENTON §
igAL
... TEX A�
This instrument was acknowledged before me on this , 5 day of August, 2016, 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
consideration therein expressed on behalf said corporation. �-}--
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
purposes and
tAY TINA MART
*: *= MY COMMISSION EXPIRES
ti FebuM 14, 2019
Exhibit "A"
Legal Description of the Property
Special Warranty Deed Page 4
LEGAL DESCRITION
TRACI I
Being a tract of land in the Buffalo Bayou. Brazos &C Colorado Railroad Co. Survey Abstract No 174
and the Thomas A West Suney, Abstract No. 1344 in the City of the Colony. Denton County. Texas.
being a part of that tract of land described as Tract 2 in Correction Special Warranty Deed to the Colony
Local Development Corporation as recorded in Doctmnent No. 2014-38677 in the Official Records of
Denton County Texas being a part of Lot 1. Block H of the plat of Grandscape Addition. Phase R, as
recorded in Document No 2015-240 in the Plat Records of Denton Cotmty, Texas. and being more
particularly described as follows
CONINIENCING at a 1/2 -inch found iron rod i0ln cap stamped "GRAHAM ASSOC INC" on the east
right -of -a ay line of Destination Drive (variable width right-of4vay. 70 foot aide at this point) and being
the point of cuutiatuue of a circular cure to the left. having a rrAus of 755.00 feet ►.hose chord bears
South 54 degrees 43 minutes 38 seconds West. a distance of 174.36 feet:
THENC E Southwestei ly, along said east right-of-way line and along said circular curse to the left, through
a central angle of 13 degrees 15 minutes 43 seconds, an arc length of 174 75 feel to a pond for coiner
THENCE South 00 degrees 33 minutes 06 seconds West. departing said east right of tray line. a distance
of 34.33 feet to a point for coiner.
THENCE South 46 degrees 05 minutes 08 seconds East. a distance of 323 43 feet to the point of can ature
of a circular cure to the right hai ung a radius of 430 00 feet chose chord bears South 44 degrees 38
minutes 48 seconds East. a distance of 21 59 feet.
THLNCE Southeasterly. along said circular curve to the right Qunugh a central angle of 02 degrees 52
minutes 39 seconds an arc length of 21 59 feet to the POI1v7 OF BEGINNING:
THFNCE North 56 degrees 22 innnutes 00 seconds East a distance of 146 62 feet to a point comer
THENC E South 33 degrees 38 minutes 00 seconds East a distance of 1 S2.41 feet to a point corner.
THENC F. North 88 degrees 15 minutes 36 seconds East a distance of 160 56 feet to a point corner'.
THENCE South 30 degrees 30 nuinutes 21 seconds East, a distance of 89 08 feet to a point comer.
THENCE South 04 degrees 24 minutes 18 seconds East a distance of 201.10 feet to a point corner.
THENCE South 29 degrees I 1 nunutes 24 seconds West a distance of 184,29 feet to a point corner.
THENCE South 33 decrees 25 minutes 37 seconds Rest a distance of 277.85 feet to a point sonnei:
THENCE South 09 degrees 57 minutes 28 seconds West. a distance of 663 19 feet to a point comer.
THENCE South 10 degrees 28 minutes 10 seconds West. a distance of 123 75 feet to a point confer.
THENCE North 82 degrees 02 minutes 19 seconds West, a distance of 177.57 feet to a point corner.
Special Warranty Deed Page 5
THENCE North 03 degrees 46 ni notes 3 7 seconds East. a distance of 263 51 feet to the paint of etir-attire
of a circular cur a to the right. having a radius of 495.00 feet. -,% hose chord bears North 07 degree-, 43
nunutes 56 seconds East. a distance of 68.29 feet:
THENCE Northeasterly. along said circular curve to the right. through a central angle of 0 i degrees 54
numites 38 seconds. an arc length of 68.34 feet to a point corner:
THENCE North I 1 degrees 41 ininules 15 seconds East, a distance of 518.20 feet to the point of cttruttire
of a circular cure to the left. having a radius of 35 00 feet. whose chord bears North 19 degrees 14 minutes
IS seconds West. a distance of 35 98 feet.
THENCE Nordim-esterly. along said circular curve to the left. through a central angle of 61 degrees 51
nninutes 07 seconds. an arc length of 37 78 feet to a point comer.
THENCE North 15 degrees 12 minutes 19 seconds East. a distance of 1 ] 1.2—) feet to a point comer.
THENCE North 37 degrees 15 minutes 01 second East. a distance of 34.13 feet to the point of ctm attire
of a circular ciuve to the left. not being tangent to the precedmg course. ha`ing a radians of 51 50 feet.
whose chord bears North 34 degrees 33 minutes 30 seconds East. a distance of 90 75 feet:
THENCE Northeasterly along said cucular ciu-re to the Ieft through a central angle of 123 degrees 32
minutes 43 seconds. an arc length of 111 05 feet to the point of reverse cttr attire of a circular cine to the
right lna,, rng a radius of 28.50 feet. whose chord bears North 07 degrees 28 minutes 26 seconds West. a
distance of 19.25 feet:
THENCE Nortinvesterl}, along said circular ctm a to the right. through a central angle of 39 degrees 28
minutes 50 seconds. an arc length of 19 64 feet to the point of reverse curvanire of a circular cure to the
left having a radius of 430 00 feet. whose chord bears North 15 degrees 28 minutes 15 seconds sliest. a
distance of 400.26 feet:
THENCE Northwesterly. along said circular cure to the left. through a central angle of 55 degrees 28
minutes 28 seconds. an arc length of 416 33 feet to the POINT OF BEGINNING AND CONTADUNG
372.481 square feet or 8.551 acres of land. more or less
Basis of bearing is NAD 83 (1993) Te-,as Coordinate System Teras North Central Zone (4202). based
upon Western Data Systems Dallas Foil Worth area RTK Cooperatn a Neni ori; using City of The Colony
GPS monuments 7. 12. 13 14 and 15
Special Warranty Deed Page 6
Special Warranty Deed Page 7
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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