HomeMy WebLinkAboutResolution NO. 2016-046 CITY OF THE COLONY,TEXAS
RESOLUTION NO.2.0i Le -Dit(p
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE
COLONY, TEXAS, AUTHORIZING AND APPROVLNG 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 1.252 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 1.252 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 LDC approved
the Private Transfer Agreement (Grant by Special Warranty Deed) a copy of which is attached
hereto as Exhibit A, conveying an approximately 1.252 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 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 1s`day of AUGUST,2016.
J McCourry Mayor
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Tina Stewart, Interim City Secretary : _: sEpt14 •
APPROVED AS TO FORM:
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Jeff Moore, ity Attorney
Page 2
Private Transfer Agreement
(Grant by Special Warranty Deed)
[for an approximately 1.252 acre tract of land]
copy
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 RUTS t' t t .d«p
GRANTOR: J
THE COLONY LOCAL DEVELOPMENT
CORPORATION,
A Texas non-profit corporation
7Jo McCo , President
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Exhibit"A"
Legal Description of the Property
Special Warranty Deed Page 4
LEGAL DESCRTI ION
TRUCK YARD ACCESS ROAD
Being a tract of land in the Buffalo Bayou. Brazos& Colorado Railroad Co Survey. Abstract
No 174 and the Thomas A.West Survey 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 Document No.
2014-30677 in the Official Records of Demon County Texas.being a part of Lot 1.Block H of
the plat of Grandscape Addition, Phase II. as recorded in Document No 2015-240 in the Plat
Records of Denton County,Iexas and being more particularly described as follows
COMMENCING at a 112-inch found non rod with cap stamped"GRAHAM ASSOC INC"on
the east right-of-way line of Destination Drive(variable width right-of-way.70 foot wide at this
point)and being the point of curvature of a circular curve to the left_having a radius of 755 00
feet whose chord bears South 54 degrees 43 minutes 38 seconds West,a distance of 174 36 feet.
THENCE Southwesterly along said east right-of-way line and along said circular curve to the
left tluough a central angle of 13 degrees 15 minutes 43 seconds.an arc length of 174 75 feet to
the POINT OF BEGNNING,
THENCE South 00 degrees 33 minutes 06 seconds West.departing said east right of way line,a
distance of 34 33 feet to a point for corner.
THENCE South 46 degrees 05 minutes 08 seconds East,a distance of 323 43 feet to the point of
curvature ature of a circular curve to the right having a radius of 430 00 feet.whose chord beai s South
16 degrees 54 minutes 35 seconds East.a distance of 419.24 feet.
THENCE Southeasterly along said circular curve to the right. through a central angle of 58
degrees 21 uu mutes 06 seconds.an arc length of 437 93 feet to the point of reverse curvature of a
circular curve to the left.having a radius of 28 50 feet whose chord bears South 07 depees 28
minutes 26 seconds East.a distance of 19 25 feet.
THENCE Southeasterly.along said circular curve to the left.through a central angle of 39 degrees
28 minutes 50 seconds an arc length of 19 64 feet to the point of reverse curvature of a circular
curve to the right being a cul-de-sac.having a radius of 51 50 feet.whose chord bears North 74
degrees 21 minutes 00 seconds West.a distance of 75 50 feet.
THENCE Southerly and Northerly.along said cul-de-sac and circular curve to the right through
a central angle of 265 degrees 43 minutes 43 seconds.an arc length of 238 85 feet to the point of
reverse curvature of a circular curve to the left. having a radius of 28 50 feet,whose chord bears
North 34 degrees 48 minutes 35 seconds East.a distance of 22 92 feet
THENCE Northeasterly.alone said circular curve to the left.through a central angle of 47 degrees
24 minutes 35 seconds.an arc length of 23 58 feet to the point of curvature of a circular curve to
the left, having a radius of 370 00 feet, whose chord bears North 17 degrees 29 minutes 25
seconds West,a distance of 354 18 feet:
Special Warranty Deed Page 5
THENCE Northwesterly. along said circular curve to the left, through a central angle of 57
degrees 11 minutes 25 seconds,an arc length of 369.32 feet to a point for comet:
THENCE North 46 degees 05 minutes 08 seconds West,a distance of 323 44 feet to a point for
corner,
THENCE South 87 degrees 16 minutes 39 seconds\Vest. a distance of 34.35 feet to a point on
said east right-of-way line.being the point of curvanne of a circular curve to the right.not being
tangent to the preceding course, having a radius of 755 00 feet. whose chord bears North 43
degrees c5 minutes 17 seconds East,a distance of 109 93 feet.
THENCE Northeasterly, along said east right-of-way line and along said circular curve to the
right,through a central angle of 08 degrees 21 nrnnutes 00 seconds.an arc length of 110 03 feet
to the POINT OF BEGINNING AND CONTAINING 54.525 square feet or 1 252 acres of land,
more or less.
Basis of bearing rs NAD 83(1993)Texas Coordinate System.Texas North Central Zone(4202).
based upon Western Data Systems Dallas/I ort Worth area RTK Cooperative Network using City
of The Colony GPS monuments 7. 12. 13, 14 and 15.
Special Warranty Deed Page 6
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Special Warranty Deed
Page 7
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