Loading...
2010-197codad\departments\legal\our documents\ordinances\10\granite 380 agreement termination.doc ORDINANCE NO. 2010-197 AN ORDINANCE TERMINATING AN ECONOMIC DEVELOPMENT PROGRAM UNDER CHAPTER 380 OF THE LOCAL GOVERNMENT CODE FOR MAKING GRANTS OF PUBLIC MONEY TO PROMOTE ECONOMIC DEVELOPMENT AND TO STIMULATE BUSINESS ACTIVITY IN THE CITY OF DENTON; TERMINATING AN ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH SFT INDUSTRIAL, LTD. REGARDING THE DEVELOPMENT OF APPROXIMATELY 94 ACRES OF LAND GENERALLY LOCATED ON THE WEST SIDE OF I-35W APPROXIMATELY 3/4 MILE SOUTH OF AIRPORT ROAD WITHIN THE O.S. BREWSTER SURVEY, ABSTRACT NO. 56 AND THE THOMAS DAUGHERTY SURVEY, ABSTRACT NO. 357 IN THE CITY OF DENTON, DENTON COUNTY TEXAS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on March 1, 2005, the City and SFT Industrial, Ltd. ("Granite") enterend into an Economic Development Program Grant Agreement ("Agreement") authorized by Ordinance No. 2005-084; and WHEREAS, on August 1, 2006, and Amendment to the Agreement was approved; and WHEREAS, on February 20, 2007, a Second Amendment to the Agreement was approved; and WHEREAS, Granite requests the termination of the Economic Development Program Grant Agreement, a copy of which is attached hereto and made a part hereof by reference, in order to sell a portion of the property to John Plott Company for the purpose of locating a Fortune 500 tenant on the site; and WHEREAS, the City Council of the City of Denton hereby finds that a termination of the Agreement between the City and Granit serves a municipal and public purpose and is in the public interest; NOW, THEREFORE; THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this ordinance are incorporated into the body of this ordinance. SECTION 2. The City Manager, or his designee, is hereby authorized to execute any and all documents relating to the termination of the Agreement on behalf of the City of Denton and to carry out the City's responsibilities and rights concerning the termination of the Agreement. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. ~G PASSED AND APPROVED this the day of 12010. A.'BURROUGHSAGIAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 2 SAO,., Documents\Ord'uiances1051Gmnile 380 Agr-naa.doc ORDINANCE NO. AN ORDINANCE ESTABLISHING AN ECONOMIC DEVELOPMENT PROGRAM UNDER CHAPTER 380 OF THE LOCAL GOVERNMENT CODE FOR MAKING GRANTS OF PUBLIC MONEY TO PROMOTE ECONOMIC DEVELOPMENT AND TO STIMULATE BUSINESS ACTIVITY IN THE CITY OF DENTON; APPROVING AN ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH SFT INDUSTRIAL, LTD. REGARDING THE DEVELOPMENT OF APPROXIMATELY 94 ACRES OF LAND GENERALLY LOCATED ON THE WEST SIDE OF I-35W APPROXIMATELY 3/4 MILE SOUTH OF AIRPORT ROAD WITHIN THE O.S. BREWSTER SURVEY, ABSTRACT NO. 56 AND THE THOMAS DAUGHERTY SURVEY, ABSTRACT NO. 357 IN THE CITY OF DENTON, DENTON COUNTY TEXAS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, SFT Industrial, Ltd. ("SFT") has made a request of the City of Denton to establish an economic development program under Chapter 380 of the Texas Local Government ("Chapter 380") to stimulate the development of commercial property within the City of Denton; and WHEREAS, the City Council by this ordinance is establishing an economic development program under Chapter 380 which will stimulate business activity in the City and promote the public interest (the "Program"); WHEREAS, to effectuate the Program the City and Windjammer have negotiated an Economic Development Grant Agreement (the "Agreement"), a copy of which is attached hereto and made a part hereof by reference; and WHEREAS, the City Council finds that the Program and Agreement promote economic development and will stimulate commercial activity within the City of Denton for the benefit of the public; NOW, THEREFORE; THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this ordinance are incorporated into the body of this ordinance. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement on behalf of the City of Denton and to carry out the City's responsibilities and rights under the Agreement, including without limitation the authorization to make the expenditures set forth in the Agreement. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ~ day of '2005. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY_ CITY ATTORNEY BY: Page 2 ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH SFT INDUSTRIAL, LTD. This Economic Development Program Grant Agreement ("Agreement") is made and entered into as of the effective date provided for below, by and between SFT INDUSTRIAL, LTD. ("Granite") a Texas Limited Partnership, and the CITY OF DENTON (the "City"), a Texas municipal corporation, for the purposes and considerations stated below: WHEREAS, this Agreement is authorized by and made pursuant to the economic development program provisions of Chapter 380 of the Texas Local Government Code (the "Act") to promote local economic development and to stimulate business and commercial activity in the City of Denton; and WHEREAS, Granite is contemplating the development of a private development of a business park consisting of office/light warehouse/distribution structures (the "Project") on that certain real property located within the city limits of the City as more particularly described in Exhibit "A" attached hereto and made a part hereof by reference (the "Property"); and WHEREAS, Granite has requested that the City grant certain economic incentives to Granite pursuant to the Act as an inducement to develop the Project on the Property and Granite represents that it would not develop the Project unless it receives the economic development incentives provided for in this Agreement; and WHEREAS, the City Council finds that the contemplated use and development of the Project on the Property in accordance with the other terms and conditions of this Agreement will promote economic development and will stimulate development activity within the City of Denton for the benefit of the public; NOW, THEREFORE, the City and Granite for and in consideration of the premises and the promises contained herein do hereby contract, covenant and agree as follows: 1. GENERAL CONDITIONS TO GRANT A. Granite covenants and agrees with the City that the City's obligations under this Agreement are subject to the fulfillment of the Grantee's obligations under this Agreement and Granite hereby agrees to perform and comply in all material respects to the terms, conditions, and provisions of this Agreement and in all other instruments and agreements between Granite and the City with respect to the financial or other incentives provided herein. 1 C:\Documents and Settingsldcunninghmn%Local SettingsUcinporary Internet Files10LK416ranite 380 Agreement Granite-3-1-05.doe B. Notwithstanding anything contained in this Agreement to the contrary, no grant or payment will be made to Granite under this Agreement unless and until Granite has completed private improvements to the Property no later than December 31, 2006 consisting of at least 250,000 square feet of space in Phase I that has an assessed value equal to or greater than $5,000,000 (the "Minimum Improvements"). In addition, all grant payments will cease and Granite shall refund all grant payments previously made, should there not be private improvements completed on the Property consisting of at least a total of 500,000 square feet of space, inclusive of Phase I, that will have an assessed value equal to or exceeding $10,000,000 within seven years after the Effective Date of this Agreement (the "Seven Year Minimum Improvements"). Private improvements to the Property do not include assessed value of the land and tangible personal property and inventory. C. The Project will consist of high quality buildings substantially consistent with the type of buildings depicted in Exhibit "B" attached hereto and made a part hereof by reference ("Construction Standards"). D. The Property is not in an improvement project financed by tax increment bonds. E. Neither the Property nor any of the improvements to the Property are owned or leased by any member of the City Council, any member of the City Planning and Zoning Commission of the City. F. This Agreement is subject to rights of holders of outstanding bonds of the City, if any. G. In the event of any conflict between the City zoning ordinances, or other City ordinances or regulations, and this Agreement, such ordinances or regulations shall control, provided however the City shall not diminish the benefits to Granite under this Agreement through ordinances or regulations. H. Granite may elect to terminate this Agreement at any time prior to the issuance of a building permit for the Minimum Improvements, so long as the City has not entered into a contract to construct Metro Street as provided for in V.O., by giving City written notice of termination. In such case this Agreement will be null and void and of no further force and effect. H. TERMS AND CONDITIONS OF GRANT A. Subject to the terms and conditions of this Agreement, the City hereby agrees to pay to Granite annually for a period of ten years after January 1 following the first tax assessment after receipt by Granite of a certificate of occupancy for the Minimum Improvements, an amount equal to 50% of the difference (exclusive of the taxable value of land or any increase in taxable value attributable to land or taxable value of tangible personal property and inventory) between the City real property ad valorem 2 C:\Documents and SettingsWunninghamEocal SettingsUemporary Internet Files10LM\Granite 380 Agreement Granite-3-1-05.doc taxes for the Property as of the Effective Date of this Agreement and the date of each annual assessment for the Property (the "Annual Payments"). The Annual Payments shall be paid within 90 days after the City's receipt of all ad valorem taxes for the Property for the applicable tax year. The assessed value shall be established using the Denton County Appraisal District appraisal process. Granite intends to construct additional improvements beyond the Phase I Minimum Improvements in subsequent phases. Should Granite construct additional phases beyond Phase I the ten year time period for Annual Payments for each subsequent phase will commence after January 1 following the first tax assessment after receipt by Granite of a certificate of occupancy for each phase. However, in no event will the total Annual Payments extend beyond seventeen years after the first Annual Payment. B. In addition, subject to the terms and conditions of this Agreement, the City hereby agrees to pay to Granite annually for a period of ten years after January 1 following the first tax assessment after receipt by Granite of a certificate of occupancy for the Minimum Improvements, an amount equal to all development fees collected by the City for the development of the Property (the "Development Fee Payments"). However, the Development Fee Payments for any given year shall be limited to 50% of the amount of City ad valorem taxes from tangible personal property and inventory generated from the Property for the tax year applicable to the Development Fee Payment ("Personal Property Tax Revenue"). If the amount of Personal Property Tax Revenue is insufficient to cover the annual Development Fee Payment, such excess will be carried over to subsequent years until the full amount is paid, subject to the subsequent Personal Property Tax Revenue being sufficient to cover such amounts. The term development fees means all fees collected by the City to authorize the construction of the private improvements on the Property and public improvements required by the City, including platting fees, application review and inspection fees, building permit and inspection fees, and impact fees. The Development Fee Payments shall be paid within 90 days after the City's receipt of all ad valorem taxes for the Property for the applicable tax year. In addition, the City's obligation to make any Development Fee Payment is subject to Granite delivering to the City all receipts evidencing the amount of development fees paid to the City for the Property. Such evidence shall be delivered to the City no later than 60 days prior to when the Development Fee Payment is due. Should Granite construct additional phases beyond Phase I the ten year time period for Development Fee Payments for each subsequent phase will commence after January 1 following the first tax assessment after receipt by Granite of a certificate of occupancy for each phase. However, in no event will the total Development Fee Payments extend beyond seventeen years after the first Development Fee Payment. C. The City's obligation to pay the payments provided in this Agreement is subject to the fulfillment of the General Conditions set forth in Article I above. 3 C.\Documents and Settings\dcunningham\Local Settings\Temporary Internet Files\OLK4\Granite 380 Agreement Granite-3-1-05.doc III. RECORDS, AUDITS, AND EVALUATION OF PROJECT During normal office hours throughout the term of this Agreement, after providing reasonable notice to Granite, the City shall have access, on a reasonable number of occasions, to the private improvements constructed on the Property (the "Improvements") by City employees, consultants and authorized agents for the purpose of inspecting the Improvements to ensure that the Improvements are made in accordance with the specifications and conditions of this Agreement and to verify that the conditions of this Agreement are being complied with, provided that such inspection shall not unreasonably interfere with Granite's normal business operations. IV. DEFAULT A. Each of the following shall constitute an Event of Default under this Agreement: 1. Failure of Granite to continuously maintain and operate the Improvements on the Property for the term hereof and Granite does not cure such failure within thirty (30) days after written notice from the City describing such failure, or if such failure cannot be cured within such 30-day period in the exercise of all due diligence, then if Granite fails to commence such cure within such 30-day period or fails to continuously thereafter diligently prosecute the cure of such failure. 2. Any warranty, representation or statement made or furnished to the City by or on behalf of Granite under this Agreement that is false or misleading in any material respect, either now or at the time made or furnished, and Granite fails to cure same within thirty (30) days after written notice from the City describing the violation, or if such violation cannot be cured within such 30-day period in the exercise of all due diligence, then if Granite fails to commence such cure within such 30-day period or fails to continuously thereafter diligently prosecute the cure of such violation, or if Granite learns that any such warranty, representation or statement has become false or misleading at the time that it was made, and Granite fails to provide written notice to the City of the false and misleading nature of such warranty, representation or statement within ten (10) days after confirmed written notice to Granite. 3. The dissolution or termination of Granite's existence as a going business, Granite's insolvency, appointment of receiver for any part of the Property, any assignment of all or substantially all of the assets of Granite for the benefit of creditors of Granite, any type of creditor workout for Granite, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Granite unless, in the case of involuntary proceedings, such proceedings are discharged within sixty (60) days after filing. 4 C:\Documents and Settings\deunningham\Local Settings\Temporary Internet Files\0LK4\Gmrdte 380 Agreement Granite-3-1-05.doc 4. Granite's failure to fulfill the General Conditions to Grant set forth in Article I herein. 5. Granite allowing its property taxes owned to the City to become delinquent and fails to timely and properly follow the legal procedures for protest and/or contest of such taxes and to cure such failure within thirty (30) days after written notice thereof from the City and or Denton Central Appraisal District. 6. Failure of Granite to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any documents generated or otherwise created attendant to this Agreement or in any way related to this Agreement ("Related Documents"), or failure of Granite to comply with or to perform any other term, obligation, covenant or condition contained in any other agreement between the City and Granite, and Granite fails to cure such failure within thirty (30) days after written notice from the City describing such failure, or if such failure cannot be cured within such 30-day period in the exercise of all due diligence, then if Granite fails to commence such cure within such 30-day period or fails to continuously thereafter diligently prosecute the cure of such failure. B. If any Event of Default shall occur, all commitments of the City under this Agreement, including without limitation, payment of the Annual Payments and Development Fee Payments, immediately will terminate upon the occurrence of an Event of Default and after Granite fails to cure same in accordance herewith. All amounts already paid by the City to Granite under this Agreement, including the Annual Payments and Development Fee Payments, including interest at the rate of six percent per annum, shall be due and owing to the City, subject to any and all lawful offsets, settlements, deductions or credits to which Granite may be entitled, and shall constitute an enforceable lien upon the Property. V. GENERAL PROVISIONS A. All improvements to the Property shall be consistent with all City codes and ordinances as well as any other regulations or plans relative to the Property. This Agreement does not constitute a waiver by the City of any development ordinances or conditions. Further, Granite acknowledges that by executing this Agreement, no entitlement or agreements concerning zoning or land use shall arise, either implied or otherwise. B. Granite shall complete construction of all improvements to the Property within the timeframes provided for in this Agreement. Notwithstanding the foregoing, Granite shall have such additional time to complete the Private Development as may be required in the event of "force majeure" if Granite is diligently and faithfully pursuing completion of the improvements. For this purpose, "force majeure" shall mean any 5 C:\Documents and SettingsldcunninghamlLocal SettingATemporary Internet Fi1es10LK41Gmnite 380 Agreement Granite-3-1-05.doc contingency or cause beyond the reasonable control of Granite including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, governmental or de facto governmental action (unless caused by acts or omissions of Owner), fires, explosions or floods, strikes, and action of the elements, including without limitation, inappropriate temperature conditions, rainfall or other interfering precipitation or weather. . C. Granite shall indemnify, save and hold harmless the City, its elected officials, officers, agents, attorneys and employees (collectively, the "Indemnitees") from and against: (i) any administrative or investigative proceeding by any governmental authority directly or indirectly related, to a claim, demand, action or cause of action, arising from Grantee's performance of its obligations hereunder, in which the City is a disinterested party; (ii) any claim, demand, action or cause of action which directly or indirectly contests or challenges the legal authority of the City or Granite to enter into this Agreement; and (iii) any and all liabilities, losses, costs or expenses (including attorney's fees and disbursements) that any Indemnitees suffer or incurs as a result of any of the foregoing; provided, however, that Granite shall have no obligation under this Paragraph to the City with respect to any of the foregoing arising out of the gross negligence or willful misconduct of the City or the breach by the City of this Agreement. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Granite, but the failure to so promptly notify Owner shall not affect Granite's obligations under this Paragraph unless such failure materially prejudices Granite's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by Granite in writing, so long as no Default or Event of Default shall have occurred and be continuing, such Indemnitee shall in good faith contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Granite to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim, demand, action or cause of action or proceeding for which Granite may be liable for payment of indemnity hereunder shall give Granite written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Granite's concurrence thereto. D. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. E. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Denton County, Texas. Venue for any action arising under this Agreement shall lie in Denton County, Texas. F. The signatories hereto shall be subject to all ordinances of the City, whether now existing or in the future arising. This Agreement shall confer no vested 6 C:1Documents and SettingsWunninghamlLocal SettingslTemporary Internet Files10LK41Granite 380 Agreement Granite-3-1-05.doc rights, as defined and referenced in Chapter 245 of the Texas Local Government Code, as amended, on the Property or Granite. G. This Agreement shall become a binding obligation on the signatories upon execution by all signatories hereto, including their respective successors and assigns and upon all future owners of the Property. The City warrants and represents that the individual executing this Agreement on behalf of the City has full authority to execute this Agreement and bind the City to the same. Granite warrants and represents that the individual executing this Agreement on its behalf has full authority to execute this Agreement and bind Granite to same. H. In the event any provision of this Agreement shall be determined by any court of competent jurisdiction to be invalid or unenforceable, the Agreement shall, to the extent reasonably possible, remain in force as to the balance of its provisions as if such invalid provision were not a part hereof. 1. This Agreement shall be filed in the Real Property Records of Denton County, Texas. The provisions of this Agreement shall be deemed to run with the land and shall be binding on heirs, successors and assigns of Granite and all future owners of the Property. Upon any sale or other transfer of ownership rights in the Property, Granite shall notify the City in writing of such sale or transfer within forty-five (45) days of such sale or transfer. Such provision is a material term of this Agreement. J. All notices required to be given under this Agreement shall be given in writing and shall be effective when actually delivered or when deposited in the United States mail, first class, postage prepaid, addressed to the party to whom the notice is to be given at the addresses shown below. Notices may be given via facsimile at the numbers below. Any party may change its address or fax no. for notices under this Agreement by giving written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, each party agrees to keep the other informed at all times of its current address and fax no. To City: City Manager City of Denton City Hall 215 E. McKinney Denton, Texas 76201 Fax No. 940.349.8596 7 Mocumenls and Seltingsldcunningham\Local ScuingMemporary Intemet Files1OLM\Granite 380 Agreement Granite-3-1-05.doc To Granite: Director, Development/Construction SFT Industrial, Ltd. C/O Granite Properties, Inc. 5800 Granite Parkway Suite 750 Plano, TX 75024 K. Time is of the essence in the performance of this Agreement. L. Granite represents that this Agreement is entered into by Granite pursuant to authority granted by its Board of Directors to its Managing Director. A copy of a corporate resolution of Granite authorizing this Agreement is attached hereto and made a part hereof as Exhibit C. M. This Agreement is authorized by the City Council of the City at its meeting on the { il day of , 2005, authorizing the City Manager to execute this Agreement on behalf of the City. A copy of the City Council's resolution or ordinance authorizing this Agreement is attached hereto and made a part hereof as Exhibit D. N. Except as provided below this Agreement may not be assigned in whole or in part without the prior written approval of the parties. This Agreement may be assigned in whole by Granite without the prior written approval of the City, (1) for the limited purpose of Granite's holding the underlying property in trust pursuant to effecting a Section 1031 Exchange, or (2) to a single entity that is responsible for operating and maintaining the Property as a business park, or (3) to an affiliate of Granite. Partial assignments are permitted without the prior written consent of the City so long as the assignment occurs after the completion of the Seven Year Minimum Improvements and the partial assignment is to an entity having fee simple title to the portion of the Property corresponding to the partial assignment. However, no assignment, whether in whole or in part will not take effect until City is provided written notice of such assignment and a copy of same. 0. As an additional economic incentive the City agrees that notwithstanding the City's Subdivision and Development regulations to the contrary, Granite will not have to improve the perimeter street, Metro Street, located along the northern boundary of the Property. The City has provided for funding of these street improvements in its bond program under discretionary funds. Metro Street will be completed by the City no later than six months after Granite gives City written notice that a building permit has been issued for the Minimum Improvements and actual construction has begun. 8 CADocuments and SettingsWcunningharnEocal SettingsUemporary Internet Fi1es10LK41Granite 380 Agreement Granite-3-1-05.doc P. Granite hereby agrees that any land or property it donates to the City for any public improvements is roughly proportional to the need for such land and Owner hereby waives any claim therefore that it may have. Granite further acknowledges and agrees that all prerequisites to such a determination of rough proportionality have been met, and that any costs incurred relative to said donation are related both in nature and extent to the impact of this Program. Both Granite and the City further agree to waive and release all claims one may have against the other related to any and all rough proportionality and individual determination requirements mandated by the United States Supreme Court in Dolan v. City of Tigard, 512 U.S. 374 (1994), and its progeny, as well as any other requirements of a nexus between development conditions and the projected impact of this Project. Q. In the unlikely event that the City's covenants to make future payments in this Agreement should be illegal, invalid or unenforceable, then, and only then, the following clause shall be incorporated in and govern this Agreement: Payments Subject to Future Appropriations. All payments by the City to Granite under this Agreement are subject to City's appropriation of funds for such payments in the budget year for which they are made. The payments to be made to Granite, if paid, shall be made solely from annual appropriations from the general funds of the City or from such other funds of the City as may be legally set aside for the implementation of Article III, Section 52a of the Texas Constitution or Chapter 380 of the Local Government Code or any other economic development or financing program authorized by statute and the Texas Constitution, subject to any applicable limitations or procedural requirements. In the event the City does not appropriate funds in any fiscal year for payments due to Granite under this Agreement, City shall not be liable to Granite for such payments, and Granite shall have the right but not the obligation to rescind this Agreement; provided however, (i) City shall remain liable for its obligations under Article V. Paragraph O hereof, and (ii) Granite shall not be obligated to refund any payments theretofore made to Granite pursuant to this Agreement, as the payment by City of such payments shall be proof that the City duly appropriated the funds for the budget year in which such payments were made. To the extent there is a conflict between this paragraph and any other language or covenant in this Agreement, this paragraph shall control. R. This Agreement shall be effective as of the last date of signature of a party hereto as evidenced by the acknowledgment date for such signature (the "Effective Date"). This Agreement is effective as of the Effective Date. 9 C:\Documents and SettingAdcunningham\Local SettingsUemporary Internet Files\OLK4\Granite 380 Agreement Granite-3-1-05,doc CITY OF DENTON, TEXAS BY: MICHAEL A. CONDUF CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: \nr~ a! 11 APPROVED AS TO FORM: HERBERT L. PROUTY, CITY ATTORNEY BY: SFT INDUSTRIAL, LTD. A Texas Limited Partnership BY: GRANITE PROPERTIES, INC. a Delaware Corporation its general partner BY: s' Greg P. Fuller Its Managing Director 10 CA)ocuments and SettingsWemmingham\Local Settings\Temporary Internet Fi1es10LK41Granite 380 Agreement Granite-3-I-05.doc ACKNOWLEDGMENTS STATE OF TEXAS COUNTY OF DENTON The foregoing Ec omic D velopment Program Agreement was executed before me on the ay of , 2005 by Michael A. Conduff, City Manager of the City of Denton, Te s, a Texas municipal corporation, on behalf of said municipal corporation. JANE E. RICHARDSON N me: OtiP.. s,y Notary Public, State of Texas Notary Public in and for the My Commission Expires June 27, 2005 State of Texas • IlllllSTATE OF TEXAS COUNTY OF DENTON The foregoing Economic Development Program Agreement was executed before me on the ~Wy of 2005 by Greg P. Fuller, Ma Tng Director of Granite Properties, Inc., a Delaware corporation, general pan SF Industrial. Ltd, a Texas limited partnershipp„Qp,,behalf of said limited partn rs gip. / • PUB 9 ~ ~ 0 . -;3' Nam P Notary and for th e Y.• q"t of ~5 : b State of exas EXPI 04 8 2 -0 ' 11 CADocuments and SeuingsWcunninghamlLocal SettingMemporary Internet Files10LK41Granite 380 Agreement Granite-3-1-05.doc EXHIBIT "A" LEGAL DESCRIPTION FOR 74.966 ACRE TRACT BEING A TRACT OF LAND IN THE O.S. BREWSTER SURVEY, ABSTRACT NO. 56, AND THE THOMAS W. DAUGHERTY SURVEY, ABSTRACT NO. 357, CITY OF DENTON, DENTON COUNTY, TEXAS, AND BEING A PART OF A CALLED 61.770 ACRE TRACT OF LAND AS DESCRIBED IN A DEED RECORDED IN VOLUME 725, PAGE 365, DEED RECORDS OF DENTON COUNTY, TEXAS (D.R.D.C.T.), AND ALL OF A CALLED 45.495 ACRE TRACT AS DESCRIBED IN A DEED RECORDED IN VOLUME 725, PAGE 370, D.R.D.C.T., AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC." IN THE WESTERLY RIGHT-OF-WAY LINE OF INTERSTATE HIGHWAY 35W (VARIABLE WIDTH R.O.W.), BEING THE MOST SOUTHERLY SOUTHEAST CORNER OF A TRACT OF LAND DESCRIBED IN A DEED TO JAMES F. MASON RECORDED IN VOLUME 725, PAGE 375, D.R.D.C.T.; THENCE ALONG THE SOUTHEASTERLY LINE OF SAID 61.770 ACRE TRACT AND THE NORTHWESTERLY RIGHT-OF-WAY LINE OF SAID INTERSTATE HIGHWAY NO. 35W AS FOLLOWS: S 01°10'18" E, CALLED BY DEED S 00°34'10" W, ALONG 112.36 FEET, TO A 1/2" IRON ROD FOUND WITH A CAP STAMPED "WIER & ASSOC. INC."; N 88°49'42" E, CALLED BY DEED S 89°25'50" E, 69.90 FEET TO A 1/2" IRON ROD FOUND WITH A CAP STAMPED "WIER & ASSOC. INC."; S 23°10'30" W, AT 133.53 FEET PASSING THE MOST SOUTHERLY SOUTHEAST CORNER OF SAID 61.770 ACRE TRACT AND THE MOST NORTHERLY NORTHEAST CORNER OF SAID 45.495 ACRE TRACT, IN ALL A DISTANCE OF 199.84 FEET TO A CONCRETE TXDOT MONUMENT FOUND, BEING IN A CURVE TO THE RIGHT HAVING A RADIUS OF 5569.58 FEET; THENCE ALONG THE SOUTHEASTERLY LINE OF SAID 45.495 ACRE TRACT AND THE NORTHWESTERLY RIGHT-OF-WAY LINE OF SAID INTERSTATE HIGHWAY NO. 35W AS FOLLOWS: ALONG SAID CURVE TO THE RIGHT HAVING A DELTA ANGLE OF 6001'28", A CHORD BEARING S 23°18'54" W. 585.35 FEET, AND AN ARC LENGTH OF 585.62 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC."; S 26°19'38" W, CALLED BY DEED S 26°29'20" W, 358.22 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC."; S 30°36'58" W, CALLED BY DEED S 30°46'40" W, 200.56 FEET TO A 112" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC."; S 26°19'38" W, CALLED BY DEED S26°29'20" W, 604.02 FEET TO A BROKEN CONCRETE TXDOT MONUMENT FOUND IN THE NORTHWESTERLY RIGHT-OF-WAY LINE OF INTERSTATE HIGHWAY NO. 35W, BEING THE MOST EASTERLY SOUTHEAST CORNER OF SAID 45.495 ACRE TRACT; THENCE S 85°26'18" W, CALLED BY DEED S 85°36'00" W, A DISTANCE OF 306.98 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC." FOR AN ANGLE POINT IN THE SOUTHERLY LINE OF SAID 45.495 ACRE TRACT; THENCE S 57°00'48" W, CALLED BY DEED S 57°10'30" W, A DISTANCE OF 62.00 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC."; THENCE S 00°22'58" W, CALLED BY DEED S 00°32'40" W, A DISTANCE OF 16.00 FEET TO AN "X" CUT FOUND IN CONCRETE BRIDGE IN CORBIN ROAD, BEING AN ANGLE POINT IN THE SOUTH LINE OF SAID 45.495 ACRE TRACT AND BEING THE NORTHEAST CORNER OF A CALLED 156.47 ACRE TRACT AS DESCRIBED IN A DEED RECORDED IN COUNTY CLERK'S DOCUMENT NO. 94-0094073, D.R.D.C.T.; THENCE S 89°47'44" W, CALLED BY DEED S 89°55'00" W, ALONG THE NORTH LINE OF SAID 156.47 ACRE TRACT, AND ALONG CORBIN ROAD, AT 439.00 FEET PASSING A 5/8" IRON ROD FOUND, IN ALL A DISTANCE OF 447.55 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC." BEING THE SOUTHWEST CORNER OF SAID 45.495 ACRE TRACT, AND BEING THE SOUTHEAST CORNER OF A CALLED 51.367 ACRE TRACT OF LAND AS DESCRIBED IN A DEED RECORDED IN VOLUME 2775, PAGE 293, D.R.D.C.T.; THENCE N 00°26'33"E, CALLED BY DEED N 00°33'45" E, ALONG THE WEST LINE OF SAID 45.495 ACRE TRACT, AT 1094.70 FEET PASSING THE NORTHEAST CORNER OF SAID 51.367 ACRE TRACT, AT 1632.09 FEET PASSING A 5/8" SQUARE PIPE FOUND FOR THE NORTHEAST CORNER OF A CALLED 25.675 ACRE TRACT OF LAND AS DESCRIBED IN A DEED RECORDED IN COUNTY CLERK'S DOCUMENT NO. 98- 0051483, D.R.D.C.T., IN ALL A DISTANCE OF 1671.25 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC." BEING THE NORTHWEST CORNER OF SAID 45.495 ACRE TRACT, AND BEING THE SOUTHWEST CORNER OF SAID 61.770 ACRE TRACT; THENCE N 00°57'30" E, CALLED N 02°42'00" E, ALONG THE WEST LINE OF SAID 61.770 ACRE TRACT, AT 503.67 FEET PASSING A 5/8" SQUARE PIPE FOUND FOR THE NORTHEAST CORNER OF A TRACT OF LAND DESCRIBED IN A DEED TO T. KLEIN, JR. AND BETTY K. NORMAN, RECORDED IN VOLUME 2775, PAGE 281, D.R.D.C.T., IN ALL A DISTANCE OF 1326.60 FEET TO A 1/2" IRON ROD FOUND WITH A CAP STAMPED "WIER & ASSOC. INC." BEING THE SOUTHWEST CORNER OF A TRACT OF LAND DESCRIBED IN A DEED TO TEXAS INDUSTRIES RECORDED IN COUNTY CLERK'S FILE No. 94-0068137, D.R.D.C.T.; THENCE N 88°33'33" E ALONG THE SOUTH LINE OF SAID TEXAS INDUSTRIES TRACT, 293.61 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC."; THENCE S 39°32'24" E LEAVING SAID SOUTH LINE OF SAID TEXAS INDUSTRIES, 156.63 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC."; THENCE S 12°49'23" E LEAVING SAID SOUTH LINE OF SAID TEXAS INDUSTRIES, 136.65 FEET TO A POINT FOR A CORNER; THENCE N 88°33'33" E, 490.12 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC."; THENCE S 01 026'27" W, 768.95 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC."; THENCE N 88°40'51" E, AT 128.20 FEET PASSING A 5/8" IRON ROD FOUND BEING THE SOUTHWEST CORNER OF SAID JAMES F. MASON RECORDED IN VOLUME 725, PAGE 375, AND CONTINUING IN ALL A DISTANCE OF 348.26 FEET TO A 112" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC." BEING THE BEGINNING OF A CURVE TO THE RIGHT HAVING A RADIUS OF 470.00 FEET; THENCE ALONG THE SAID CURVE TO THE RIGHT HAVING A DELTA ANGLE OF 21 °35'43", A CHORD BEARING S 80°3117" E, 176.10 FEET, AND AN ARC LENGTH OF 177.15 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC."; THENCE S 69°43'26" E, 88.35 FEET TO THE PLACE OF BEGINNING AND CONTAINING 74.966 ACRES (3,265,551 SQUARE FEET) OF LAND. AND BEING A TRACT OF LAND LOCATED IN THE O.S. BREWSTER SURVEY, ABSTRACT No. 56, DENTON COUNTY, TEXAS, BEING A PORTION OF A TRACT OF LAND DESCRIBED IN A DEED TO JAMES F. MASON (TRACT 1) RECORDED IN VOLUME 725, PAGE 365, DEED RECORDS, DENTON COUNTY, TEXAS (D.R.D.C.T.), BEING ALL OF A TRACT OF LAND DESCRIBED IN A DEED TO JAMES F. MASON (TRACT 2) RECORDED IN VOLUME 725, PAGE 375, D.R.D.C.T. AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS; BEGINNING AT 1/2" IRON ROD FOUND IN THE WEST RIGHT-OF-WAY LINE OF INTERSTATE HIGHWAY 35 (VARIABLE WIDTH R.O.W.), BEING THE SOUTHEAST CORNER OF LOT 1, METRO INDUSTRIAL PARK, AN ADDITION TO THE CITY OF DENTON, DENTON COUNTY TEXAS; THENCE ALONG THE WEST RIGHT-OF-WAY LINE OF SAID INTERSTATE HIGHWAY 35 AS FOLLOWS: S 20°16'34" W, PASSING A 1/2" IRON ROD FOUND AT 880.97 FEET BEING THE NORTHEAST CORNER OF SAID MASON TRACT 2, CONTINUING IN ALL A DISTANCE OF 1106.20 FEET TO A TEXAS HIGHWAY DEPARTMENT CONCRETE MONUMENT; S 88°40'51" W, 107.75 FEET TO A TEXAS HIGHWAY DEPARTMENT CONCRETE MONUMENT; S 01 °10'18" E, 65.51 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC." IN THE SOUTH LINE OF SAID MASON TRACT 2; THENCE ALONG THE SOUTH LINE OF SAID MASON TRACT 2 AS FOLLOWS: N 69°43'26" W LEAVING THE WEST RIGHT-OF-WAY LINE OF SAID INTERSTATE HIGHWAY 35, 88.35 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC." BEING THE BEGINNING OF A CURVE TO THE LEFT HAVING A RADIUS OF 470.00 FEET; ALONG SAID CURVE TO THE LEFT HAVING A DELTA ANGLE OF 21 °35'43", A CHORD BEARING N 80°31'17" W, 176.10 FEET, AND AN ARC LENGTH OF 177.15 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC."; S 88°40'51" W, PASSING A 5/8" IRON ROD FOUND AT 220.06 FEET BEING THE SOUTHWEST CORNER OF SAID MASON TRACT 2, CONTINUING IN ALL A DISTANCE OF 348.26 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC."; THENCE N 01 026'27" W, 1026.17 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC." IN THE SOUTH LINE OF AN 50 FOOT ACCESS EASEMENT (METRO STREET) RECORDED BY DEED IN VOLUME 1028, PAGE 649, D.R.D.C.T.; THENCE N 88°33'33" E ALONG THE SOUTH LINE OF SAID METRO STREET, 291.02 FEET TO A 1/2" IRON ROD FOUND BEING THE NORTHWEST CORNER OF LOT 1, BLOCK 1, GIGIOLOTTI, AN ADDITION TO THE CITY OF DENTON, DENTON COUNTY, TEXAS, RECORDED BY PLAT IN CABINET G, SLIDE 109, PLAT RECORDS, DENTON, COUNTY, TEXAS (P.R.D.C.T.); THENCE S 01°26'27" E ALONG THE WEST LINE OF SAID LOT 1, 394.00 FEET TO THE SOUTHWEST CORNER OF SAID LOT 1; THENCE N 88°33'33" E, ALONG THE SOUTH LINE OF SAID LOT 1, 280.00 FEET TO THE SOUTHEAST CORNER OF SAID LOT 1; THENCE N 01 026'27" W, ALONG THE EAST LINE OF SAID LOT 1, 394.00 FEET TO THE NORTHEAST CORNER OF SAID LOT 1 AND BEING IN THE SOUTH LINE OF A 50' ACCESS EASEMENT (SAID METRO STREET) RECORDED BY PLAT IN CABINET A, SLIDE 388, PLAT RECORDS, DENTON, COUNTY, TEXAS (P.R.D.C.T.). THENCE N 88°33'33" E ALONG THE SOUTH LINE OF SAID METRO STREET, 549.62 FEET TO THE PLACE OF BEGINNING AND CONTAINING 19.201 ACRES (836,407 SQUARE FEET) OF LAND. WITH A TOTAL ACRES OF BOTH TRACTS OF 94.167 ACRES. EXHIBIT B a 7' e 9 i t 1'i ~ II ! b i s ~y GRANITE POINT H I M f p 111 1 111 t DENTOK TEXAS f`t.rf~ 9j ~lq~t , ° Gran j~~f ' i I fi 0o I ~i~ O i ~I Psi ~11 'o p s wry *t ` 'i } I ~ ~1 1 T t 1\ 44 Y v R~ l j i R 5`j O I ( n 4 7 M W OI , Z z GRANITE POINT DEWON, TEXAS FUI Granite F- RC--> V-1 1=Ft -r :91 ri, FIri ~ ~II!I~lu Exhibit C SECRETARY'S CERTIFICATE I, Annabel M. Jones, the Secretary of Granite Properties, Inc., a Delaware corporation (the "Company") hereby certify that the following resolutions were adopted by the Board of Directors of the Company on February 24, 2005: WHEREAS, Company is the General Partner of SFT Industrial, Ltd., a Texas limited partnership; and 2. WHEREAS, Company, as General Partner, has determined that it is in the best interests of SFT Industrial, Ltd. to enter into an Economic Development Program Grant between the City of Denton, Texas and SFT Industrial, Ltd. (the "Grant"); and 3. WHEREAS, David Cunningham and Greg Fuller are officers of Company. 4. NOW, THEREFORE, BE IT RESOLVED, that David Cunningham and Greg Fuller, or either of them, are authorized to execute the Grant on behalf of Company as General Partner of SFT Industrial, Ltd. DATED this 24th day of February, 2005. J-. Annabel M. Jones Secretary STATE OF OKLAHOMA ) ss. COUNTY OF TULSA ) BEFORE ME, a Notary Public in and for said state, on this day of February, 2005 personally appeared Annabel M. Jones, to me known to be the identical person who executed the within and foregoing instrument and acknowledged to me that he executed the same as his free and voluntary act and deed for the uses and purposes therein set forth. Notar Public in and for Tulsa County, State of Oklahoma o~Fl IA E RARCKALL TULSA COUNTY COMMISSION X00003582 Comm. Ex p. 03-12-2008 LG13\SecCer Granite S90ur Documents\Otdutances1OS%Granitc 380 Agreematt.doc Exhibit D ORDINANCE NO, p OOH e 0~ AN ORDINANCE ESTABLISHING AN ECONOMIC DEVELOPMENT PROGRAM UNDER CHAPTER 380 OF THE LOCAL GOVERNMENT CODE FOR MAKING GRANTS OF PUBLIC MONEY TO PROMOTE ECONOMIC DEVELOPMENT AND TO STIMULATE BUSINESS ACTIVITY IN THE CITY OF.DENTON; APPROVING AN ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH SFT INDUSTRIAL, LTD. REGARDING THE DEVELOPMENT OF APPROXIMATELY 94 ACRES OF LAND GENERALLY LOCATED ON THE WEST SIDE OF I-35W APPROXIMATELY 3/4 MILE SOUTH OF AIRPORT ROAD WITHIN THE O.S. BREWSTER SURVEY, ABSTRACT NO. 56 AND THE THOMAS DAUGHERTY SURVEY, ABSTRACT NO. 357 IN THE CITY OF DENTON, DENTON COUNTY TEXAS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, SFT Industrial, Ltd. ("SFT") has made a request of the City of Denton to establish an economic development program under Chapter 380 of the Texas Local Government ("Chapter 380") to stimulate the development of commercial property within the City of Denton; and WHEREAS, the City Council by this or is establishing an economic development program under Chapter 380 which will stimulate business activity in the City and promote the public interest (the "Program"); WHEREAS, to effectuate the Program the City and Windjammer have negotiated an Economic Development Grant Agreement (the "Agreement"), a copy of which is attached hereto and made a part hereof by reference; and WHEREAS, the City Council finds that the Program and Agreement promote economic development and will stimulate commercial activity within the City of Denton for the benefit of the public; NOW, THEREFORE; THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this ordinance are incorporated into the body of this ordinance. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement on behalf of the City of Denton and to carry out the City's responsibilities and rights under the Agreement, including without limitation the authorization to make the expenditures set forth in the Agreement. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of '2005. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROV AS T LEGAL FORM: HERBERT L. PR BY: CITY ATTORNEY Page 2 70 2005 00033918 Denton County Cynthia Mitchell County Clerk Denton, TX 76202 Recorded On: March 24, 2005 Instrument Number: 2005-33918 As Memorandum Parties: THE CITY OF DENTON TEXAS To Comment: Billable Pages: 9 Number of Pages: 9 Examined and Charged as Follows: Memorandum 30.00 Total Recording: 30.00 THIS PAGE IS PART OF THE INSTRUMENT Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Record and Return To: Document Number: 2005-33918 Receipt Number: 180498 ED SNYDER DEPUTY CITY ATTORNEY Recorded Date/Time: March 24, 2005 12:24P CITY OF DENTON 215 E MCKINNEY User / Station: B Smithers - Cash Station 3 DENTON TX 76201 THE STATE OF TEXAS } COUNTY OF DENTON } I hereby certify that this Instrument was FILED In the File Number sequence on the date/time printed heron, and was duly RECORDED in the Official Records of Denton County, Texas. ('ikAd[Ju.Ct County Clerk Denton County, Texas S:\Our Documents\Contracts\05\Granite Memo of Understanding.doe MEMORANDUM OF AGREEMENT STATE OF TEXAS COUNTY OF DENTON KNOW ALL PERSONS BY THESE PRESENTS THIS Memorandum of Agreement is made and entered into as of the Effective Date as provided below, by and between the City of Denton, Texas (the "City") and SFT Industrial, Ltd. ("Granite"), a Texas Limited Partnership (the "Property Owner"). WHEREAS, the City and the Property Owner have entered into that certain Economic Development Program Grant Agreement effective March 1, 2005, approved by City Ordinance No. 2005-084 under authority of Chapter 380 of the Texas Local Government Code (the "Agreement") relating to that certain real property containing approximately 94.167 acres located in the City of Denton, Denton County, Texas, as more particularly described in Exhibit "A" attached hereto and made a part hereof by reference (the "Real Property"); and WHEREAS, the City and Property Owner have entered into this Memorandum of Agreement to be recorded in the Real Property Records of Denton County, Texas to satisfy the requirements of Article V. Paragraph I. of the Agreement. NOW THEREFORE, in consideration of the covenants contained in the Agreement, the City and Property Owner agree as follows: 1. This Memorandum of Agreement may be recorded in the Real Property Records of Denton County Texas to satisfy the requirements of Article V. Paragraph I. of the Agreement, in lieu of recording the Agreement. 2. A true and correct original of the Agreement is on file in the Office of the City Secretary, Denton City Hall, 215 E. McKinney, Denton, Texas 76201, which Agreement is incorporated herein by reference; and The parties hereto have executed this Memorandum of Agreement to be effective as of the March 1, 2005 (the "Effective Date"). THE CITY OF DENTON, TEXAS r By: fv Michael A. Conduff, Cit ager Memorandum of Agreement - Page 1 S:\Our Documents\Contracts\05\Granite Memo of Understanding. doe ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: tA Aww~ APP VED AO LEGAL FORM: HERBERT L. PROUTY, CITY TTORNEY BY: SFT INDUSTRIAL, LTD. A Texas Limited Partnership BY: GRANITE PROPERTIES, INC. A Delaware Corporation, its general partner BY: r ~Gruller Its Managing Director AFTER RFMMING, PLEASE RETURN FILE STAMPED ORIGINAL TO: ED SNMM, DEPUTY CTTY ATTORNEY CTTY OF DENION 215 E. MCKINNEY DE ffW, TEXAS 76201 Memorandum of Agreement - Page 2 CADocuments and Settings\tfarris\Local Settings\Temporary Internet Files\OLK601Granite Memo of Understanding.doc ACKNOWLEDGMENTS STATE OF TEXAS § COUNTY OF DENTON § This instrument is acknowledged before me, on this t •VL day of d• , 2005 by Michael A. Conduff, City Manager of the City of Denton, a municipal corporation, on behalf of said municipal corporation. ~""`w°q, CHRISTINE A. D►~K Notary Public "",~oF.E,~ State of Texas 1 Comm. Exp. 3.2.2009 Notary Public in and for State of Texas STATE OF TEXAS COUNTY OFN&A- Thip instrument was acknowledged before me on this y of 2005 by Greg P. Fuller, the Managing Director for Granite Properties, Inc., a Delaware corporation and the general partner of SFT Industrial, Ltd., a Texas limited partnership on behalf of said limited partnership. 0011"' VI T R ' ' • .C` ~y`I P tj V. p < ~ z h sf :ti ql ~ P aE Ob Nota , u i i an for State of Memorandum of Agreement - Page 3 EXHIBIT "A" LEGAL DESCRIPTION FOR 74.966 ACRE TRACT BEING A TRACT OF LAND IN THE O.S. BREWSTER SURVEY, ABSTRACT NO. 56, AND THE THOMAS W. DAUGHERTY SURVEY, ABSTRACT NO. 357, CITY OF DENTON, DENTON COUNTY, TEXAS, AND BEING A PART OF A CALLED 61.770 ACRE TRACT OF LAND AS DESCRIBED IN A DEED RECORDED IN VOLUME 725, PAGE 365, DEED RECORDS OF DENTON COUNTY,-TEXAS (D.R.D.C.T.), AND ALL OF A CALLED 45.495 ACRE TRACT AS DESCRIBED IN A DEED RECORDED IN VOLUME 725, PAGE 370, D.R.D.C.T., AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A 112" IRON ROD SET WITH A CAP STAMPED WIER & ASSOC. INC. IN THE WESTERLY RIGHT-OF-WAY LINE OF INTERSTATE HIGHWAY 35W (VARIABLE WIDTH R.O.W.), BEING THE MOST SOUTHERLY SOUTHEAST CORNER OF A TRACT OF LAND DESCRIBED IN A DEED TO JAMES F. MASON RECORDED IN VOLUME 725, PAGE 375, D.R.D.C.T.; THENCE ALONG THE SOUTHEASTERLY LINE OF SAID 61.770 ACRE TRACT AND THE NORTHWESTERLY RIGHT-OF-WAY LINE OF SAID INTERSTATE HIGHWAY NO. 35W AS FOLLOWS: S 01°10'18" E, CALLED BY DEED S 00°3410" W, ALONG 112.36 FEET, TO A 112" IRON ROD FOUND WITH A CAP STAMPED "WIER & ASSOC. INC."; N 88°49'42" E, CALLED BY DEED S 89°25'50" E, 69.90 FEET TO A 1/2" IRON ROD FOUND WITH A CAP STAMPED "WIER & ASSOC. INC."; S 23°10'30" W, AT 133.53 FEET PASSING THE MOST SOUTHERLY SOUTHEAST CORNER OF SAID 61.770 ACRE TRACT AND THE MOST NORTHERLY NORTHEAST CORNER OF SAID 45.495 ACRE TRACT, IN ALL A DISTANCE OF 199.84 FEET TO A CONCRETE TXDOT MONUMENT FOUND, BEING IN A CURVE TO THE RIGHT HAVING A RADIUS OF 5569.58 FEET; THENCE ALONG THE SOUTHEASTERLY LINE OF SAID 45.495 ACRE TRACT AND THE NORTHWESTERLY RIGHT-OF-WAY LINE OF SAID INTERSTATE HIGHWAY NO. 35W AS FOLLOWS: ALONG SAID CURVE TO THE RIGHT HAVING A DELTA ANGLE OF 6001'28", A CHORD BEARING S 23°18'54" W. 585.35 FEET, AND AN ARC LENGTH OF 585.62 FEET TO A 112" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC."; S 26°19'38" W, CALLED BY DEED S 26°29'20" W, 358.22 FEET TO A 112" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC."; S 30°36'58" W, CALLED BY DEED S 30°46'40" W, 200.56 FEET TO A 112" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC."; S 26°19'38" W, CALLED BY DEED S26°29'20" W, 604.02 FEET TO A BROKEN CONCRETE TXDOT MONUMENT FOUND IN THE NORTHWESTERLY RIGHT-OF-WAY LINE OF INTERSTATE HIGHWAY NO. 35W, BEING THE MOST EASTERLY SOUTHEAST CORNER OF SAID 45.495 ACRE TRACT; THENCE S 85"26'18" W, CALLED BY DEED S 85°36'00" W, A DISTANCE OF 306.98 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC." FOR AN ANGLE POINT IN THE SOUTHERLY LINE OF SAID 45.495 ACRE TRACT; THENCE S 57°00'48" W, CALLED BY DEED S 57°10'30" W, A DISTANCE OF 62.00 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC."; THENCE S 00°22'58" W, CALLED BY DEED S 00°32'40" W, A DISTANCE OF 16.00 FEET TO AN "X" CUT FOUND IN CONCRETE BRIDGE IN CORBIN ROAD, BEING AN ANGLE POINT IN THE SOUTH LINE OF SAID 45.495 ACRE TRACT AND BEING THE NORTHEAST CORNER OF A CALLED 156.47 ACRE TRACT AS DESCRIBED IN A DEED RECORDED IN COUNTY CLERK'S DOCUMENT NO. 94-0094073, D.R.D.C.T.; THENCE S 89°47'44" W, CALLED BY DEED S 89°55'00" W, ALONG THE NORTH LINE OF SAID 156.47 ACRE TRACT, AND ALONG CORBIN ROAD, AT 439.00 FEET PASSING A 518" IRON ROD FOUND, IN ALL A DISTANCE OF 447.55 FEET TO A 112" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC." BEING THE SOUTHWEST CORNER OF SAID 45.495 ACRE TRACT, AND BEING THE SOUTHEAST CORNER OF A CALLED 51.367 ACRE TRACT OF LAND AS DESCRIBED IN A DEED RECORDED IN VOLUME 2775, PAGE 293, D.R.D.C.T.; THENCE N 00°26'33"E, CALLED BY DEED N 00°33'45" E, ALONG THE WEST LINE OF SAID 45.495 ACRE TRACT, AT 1094.70 FEET PASSING THE NORTHEAST CORNER OF SAID 51.367 ACRE TRACT, AT 1632.09 FEET PASSING A 5/8" SQUARE PIPE FOUND FOR THE NORTHEAST CORNER OF A CALLED 25.675 ACRE TRACT OF LAND AS DESCRIBED IN A DEED RECORDED IN COUNTY CLERK'S DOCUMENT NO. 98- 0051483, D.R.D.C.T., IN ALL A DISTANCE OF 1671.25 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC." BEING THE NORTHWEST CORNER OF SAID 45.495 ACRE TRACT, AND BEING THE SOUTHWEST CORNER OF SAID 61.770 ACRE TRACT; THENCE N 00°57'30" E, CALLED N 02°42'00" E, ALONG THE WEST LINE OF SAID 61.770 ACRE TRACT, AT 503.67 FEET PASSING A 5/8" SQUARE PIPE FOUND FOR THE NORTHEAST CORNER OF A TRACT OF LAND DESCRIBED IN A DEED TO T. KLEIN, JR. AND BETTY K. NORMAN, RECORDED IN VOLUME 2775, PAGE 281, D.R.D.C.T., IN ALL A DISTANCE OF 1326.60 FEET TO A 1/2" IRON ROD FOUND WITH A CAP STAMPED "WIER & ASSOC. INC." BEING THE SOUTHWEST CORNER OF A TRACT OF LAND DESCRIBED IN A DEED TO TEXAS INDUSTRIES RECORDED IN COUNTY CLERK'S FILE No. 94-0068137, D.R.D.C.T.; THENCE N 88°33'33" E ALONG THE SOUTH LINE OF SAID TEXAS INDUSTRIES TRACT, 293.61 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC."; THENCE S 39°32'24" E LEAVING SAID SOUTH LINE OF SAID TEXAS INDUSTRIES, 156.63 FEET TO A 112" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC."; THENCE S 12°49'23" E LEAVING SAID SOUTH LINE OF SAID TEXAS INDUSTRIES, 136.65 FEET TO A POINT FOR A CORNER; THENCE N 88°33'33" E, 490.12 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC."; THENCE S 01 °26'27" W, 768.95 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC."; THENCE N 88°40'51" E, AT 128.20 FEET PASSING A 518" IRON ROD FOUND BEING THE SOUTHWEST CORNER OF SAID JAMES F. MASON RECORDED IN VOLUME 725, PAGE 375, AND CONTINUING IN ALL A DISTANCE OF 348.26 FEET TO A 112" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC." BEING THE BEGINNING OF A CURVE TO THE RIGHT HAVING A RADIUS OF 470.00 FEET; THENCE ALONG THE SAID CURVE TO THE RIGHT HAVING A DELTA ANGLE OF 21°35'43", A CHORD BEARING S 80°31'17" E, 176.10 FEET, AND AN ARC LENGTH OF 177.15 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC."; THENCE S 69°43'26" E, 88.35 FEET TO THE PLACE OF BEGINNING AND CONTAINING 74.966 ACRES (3,265,551 SQUARE FEET) OF LAND. AND BEING ATRACT OF LAND LOCATED IN THE O.S. BREWSTER SURVEY, ABSTRACT No. 56, DENTON COUNTY, TEXAS, BEING A PORTION OF A TRACT OF LAND DESCRIBED IN A DEED TO JAMES F. MASON (TRACT 1) RECORDED IN VOLUME 725, PAGE 365, DEED RECORDS, DENTON COUNTY, TEXAS (D.R.D.C.T.), BEING ALL OF A TRACT OF LAND DESCRIBED IN A DEED TO JAMES F. MASON (TRACT 2) RECORDED IN VOLUME 725, PAGE 375, D.R.D.C.T. AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS; BEGINNING AT 1/2" IRON ROD FOUND IN THE WEST RIGHT-OF-WAY LINE OF INTERSTATE HIGHWAY 35 (VARIABLE WIDTH R.O.W.), BEING THE SOUTHEAST CORNER OF LOT 1, METRO INDUSTRIAL PARK, AN ADDITION TO THE CITY OF DENTON, DENTON COUNTY TEXAS; THENCE ALONG THE WEST RIGHT-OF-WAY LINE OF SAID INTERSTATE HIGHWAY 35 AS FOLLOWS: S 20°16'34" W, PASSING A 1/2" IRON ROD FOUND AT 880.97 FEET BEING THE NORTHEAST CORNER OF SAID MASON TRACT 2, CONTINUING IN ALL A DISTANCE OF 1106.20 FEET TO A TEXAS HIGHWAY DEPARTMENT CONCRETE MONUMENT; S 88°40'51" W, 107.75 FEET TO A TEXAS HIGHWAY DEPARTMENT CONCRETE MONUMENT; S 01 °10'18" E, 65.51 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC." IN THE SOUTH LINE OF SAID MASON TRACT 2; THENCE ALONG THE SOUTH LINE OF SAID MASON TRACT 2 AS FOLLOWS: N 69°43'26" W LEAVING THE WEST RIGHT-OF-WAY LINE OF SAID INTERSTATE HIGHWAY 35, 88.35 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC." BEING THE BEGINNING OF A CURVE TO THE LEFT HAVING A RADIUS OF 470.00 FEET; ALONG SAID CURVE TO THE LEFT HAVING A DELTA ANGLE OF 21 °35'43", A CHORD BEARING N 80°31'17" W, 176.10 FEET, AND AN ARC LENGTH OF 177.15 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC."; S 88°40'51" W, PASSING A 5/8" IRON ROD FOUND AT 220.06 FEET BEING THE SOUTHWEST CORNER OF SAID MASON TRACT 2, CONTINUING IN ALL A DISTANCE OF 348.26 FEET TO A 112" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC."; THENCE N 01°26'27" W, 1026.17 FEET TO A 112" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC." IN THE SOUTH LINE OF AN 50 FOOT ACCESS EASEMENT (METRO STREET) RECORDED BY DEED IN VOLUME 1028, PAGE 649, D.R.D.C.T.; THENCE N 88°33'33" E-ALONG THE SOUTH LINE OF SAID METRO STREET, 291.02 FEET TO A 1/2" IRON ROD FOUND BEING THE NORTHWEST CORNER OF LOT 1, BLOCK 1, GIGIOLOTTI, AN ADDITION TO THE CITY OF DENTON, DENTON COUNTY, TEXAS, RECORDED BY PLAT IN CABINET G, SLIDE 109, PLAT RECORDS, DENTON, COUNTY, TEXAS (P.R.D.C.T.); THENCE S 01°26'27" E ALONG THE WEST LINE OF SAID LOT 1, 394.00 FEET TO THE SOUTHWEST CORNER OF SAID LOT 1; THENCE N 88°33'33" E, ALONG THE SOUTH LINE OF SAID LOT 1, 280.00 FEET TO THE SOUTHEAST CORNER OF SAID LOT 1; THENCE N 01°26'27" W, ALONG THE EAST LINE OF SAID LOT 1, 394.00 FEET TO THE NORTHEAST CORNER OF SAID LOT 1 AND BEING IN THE SOUTH LINE OF A 50' ACCESS EASEMENT (SAID METRO STREET) RECORDED BY PLAT IN CABINET A, SLIDE 388, PLAT RECORDS, DENTON, COUNTY, TEXAS (P.R.D.C.T.). THENCE N 88°33'33" E ALONG THE SOUTH LINE OF SAID METRO STREET, 549.62 FEET TO THE PLACE OF BEGINNING AND CONTAINING 19.201 ACRES (836,407 SQUARE FEET) OF LAND. WITH A TOTAL ACRES OF BOTH TRACTS OF 94.167 ACRES.