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:
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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:
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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.
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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
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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.
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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.
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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
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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
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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
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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.
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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.
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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
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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
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Nam
P
Notary
and for th
e
Y.• q"t of ~5 : b
State of
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EXPI
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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
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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
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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.