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AmendmenttoEconomicDevelopmentProgramGrantAgreement
KOrdinanceNo.201221609/11/12JR
UodadWepartmentsVegahour documems\ordinances110\grand mesa 380 agreement.doc
ORDINANCE NO. 2010-198
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 GRAND MESA, LLC,
REGARDING THE RENOVATION OFF A 152,000 SQUARE FOOT BUILDING AND
36.026 ACRES OF LAND GENERALLY LOCATED ON THE WEST SIDE OF 1-35W IN
THE GRANITE POINT BUSINESS PARK IN DENTON, TEXAS; AUTHORIZING THE
EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, Grand Mesa, LLC ("Grand Mesa") 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 Grand Mesa 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 n
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
T
O
BY
2010.
Page 2
ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH
GRAND MESA, LLC,.
This Economic Development Program Grant Agreement ("Agreement") is made
and entered into as of the effective date provided for below, by and between Grand Mesa,
LLC, (the "Grantee"), an Alabama limited liability company, licensed to do business in
Texas, 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, Grand Mesa, LLC, is contemplating the purchase of 36.026 acres of
land and the renovation of a 152,000 square foot building located in the Granite Point
business park (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, Grand Mesa, LLC, has requested that the City grant certain
economic incentives to Grand Mesa, LLC, pursuant to the Act as an inducement to
develop the Project on the Property and Grand Mesa, LLC, 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 Grand Mesa, LLC, 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. Grand Mesa, LLC, 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 Grand Mesa, LLC, 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 Grand Mesa, LLC, and the City with
respect to the financial or other incentives provided herein.
B. Notwithstanding anything contained in this Agreement to the contrary, no
grant or payment will be made to Grand Mesa, LLC, under this Agreement unless and
until Grand Mesa, LLC, has completed private improvements to the Property no later
than December 31, 2011 consisting of the renovation of the 152,000 square foot building
to accommodate a tenant that will bring a minimum of 80 jobs with an average wage of
$45,000 per year. In addition, Grand Mesa, LLC, will complete the improvements to the
undeveloped 15 acres to the south of the 152,000 square foot building to accommodate
the operation of said tenant. Grand Mesa, LLC, estimates the total investment for the
purchase, renovation and development for the Project to be $28 million, generating a
minimum increase assessed real estate improvements and business personal property
valuation over the existing valuation in the amount of $5 million. Land and Inventory
valuations are not included in the grant incentive calculations.
C. Should the tenant employ less than the minimum threshold of 80 people or
provide an average wage of less than $45,000, the grant payment will be reduced by the
percent decrease the actual employment or actual wage bears to the thresholds set within
this agreement. For example, if the number of jobs created equals 72, which is a 10%
less than the 80 jobs threshold, the grant payment will be reduced by 10%. Or, if the
average wage equals $40,000, which is 12% less than the average wage threshold, the
grant payment will be reduced by 12%.
D. The Project will maintain a minimum of $5 million in real property
improvements and business personal property assessed valuation as a condition of this
agreement. Should the total assessed valuation of real property improvements and
business personal property fall below the $5 million threshold, this agreement shall
terminate and Grantee shall repay any monies received from the City plus 6% interest.
E. The Property is not in an improvement project financed by tax increment
bonds.
F. 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.
G. This Agreement is subject to rights of holders of outstanding bonds of the
City, if any.
H. 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 Grand Mesa, LLC,
under this Agreement through ordinances or regulations.
1. Grand Mesa, LLC, may elect to terminate this Agreement at any time prior
to the issuance of a building permit for the Minimum Improvements. In such case this
Agreement will be null and void and of no further force and effect.
2
II.
TERMS AND CONDITIONS OF GRANT
A. Subject to the terms and conditions of this Agreement, the City hereby
agrees to pay to Grand Mesa, LLC, annually for a period of seven years after January 1
following the first tax assessment after receipt by Grand Mesa, LLC, of a certificate of
occupancy for the Minimum Improvements, an amount equal to 50% ad valorem taxes,
exclusive of the taxable value of land or any increase in taxable value attributable to land
or taxable value of inventory (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.
B. 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.
III:
RECORDS, AUDITS, AND EVALUATION OF PROJECT
During normal office hours throughout the term of this Agreement, after
providing reasonable notice to Grand Mesa, LLC„ 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 Grand Mesa, LLC,'s normal business operations.
IV.
DEFAULT
A. Each of the following shall constitute an Event of Default under this
Agreement:
1. Failure of Grand Mesa, LLC; to continuously maintain and operate the
Improvements on the Property for the term hereof and Grand Mesa, LLC, 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 Grand Mesa, LLC, 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 Grand Mesa, LLC, under this Agreement that is false or
misleading in any material respect, either now or at the time made or furnished,
and Grand Mesa, LLC, 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 Grand Mesa,
LLC, fails to commence such cure within such 30-day period or fails to
continuously thereafter diligently prosecute the cure of such, violation, or if Grand
Mesa, LLC, learns that any such warranty, representation or statement has
become false or misleading at the time that it was made, and Grand Mesa, LLC,
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 Grand Mesa, LLC,.
3. The dissolution or termination of Grand Mesa, LLC,'s existence as a
going business, Grand Mesa, LLC,'s insolvency, appointment of receiver for any
part of the Property, any assignment of all or substantially all of the assets of
Grand Mesa, LLC, for the benefit of creditors of Grand Mesa, LLC„ any type of
creditor workout for Grand Mesa, LLC,, or the commencement of any proceeding
under any bankruptcy or insolvency laws by or against Grand Mesa, LLC, unless,
in the case of involuntary proceedings, such proceedings are discharged within
sixty (60) days after filing.
4. Grand Mesa, LLC,'s failure to fulfill the General Conditions to Grant set
forth in Article I herein.
5. Grand Mesa, LLC, 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 (3 0) days
after written notice thereof from the City and or Denton Central Appraisal
District.
6. Failure of Grand Mesa, LLC, 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 Grand Mesa,
LLC, to comply with or to perform any other term, obligation, covenant or
condition contained in any other agreement between the City and Grand Mesa,
LLC„ and Grand Mesa, LLC, 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
Grand Mesa, LLC, 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 Grand Mesa, LLC, fails to cure same in accordance herewith. All
amounts already paid by the City to Grand Mesa, LLC, under this Agreement,
including interest at the rate of six percent per annum, shall be due and owing to the
4
City, subject to any and all lawful offsets, settlements, deductions or credits to which
Grand Mesa, LLC, 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, Grand Mesa, LLC, acknowledges that by executing this Agreement,
no entitlement or agreements concerning zoning or land use shall arise, either implied or
otherwise.
B. Grand Mesa, LLC, shall complete construction of all improvements to the
Property within the timeframes provided for in this Agreement. Notwithstanding the
foregoing, Grand Mesa, LLC, shall have such additional time to complete the Private
Development as may be required in the event of "force majeure" if Grand Mesa, LLC, is
diligently and faithfully pursuing completion of the improvements. For this purpose,
"force majeure" shall mean any contingency or cause beyond the-reasonable control of
Grand Mesa, LLC, 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. Grand Mesa, LLC, 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 Grand
Mesa, LLC, 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 Grand Mesa, LLC,
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 Grand Mesa,
LLC„ but the failure to so promptly notify Owner shall not affect Grand Mesa, LLC,'s
obligations under this Paragraph unless such failure materially prejudices Grand Mesa,
LLC,'s right to participate in the contest of such claim, demand, action or cause of action,
as hereinafter provided. If requested by Grand Mesa, LLC, 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
5
or cause of action and shall permit Grand Mesa, LLC, 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 Grand Mesa, LLC, may be liable for payment of
indemnity hereunder shall give Grand Mesa, LLC, 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 Grand Mesa, LLC,'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
rights, as defined and referenced in Chapter 245 of the Texas Local Government Code, as
amended, on the Property or Grand Mesa, LLC,.
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 fall authority to execute
this Agreement and bind the City to the same. Grand Mesa, LLC, warrants and
represents that the individual executing this Agreement on its behalf has full authority to
execute this Agreement and bind Grand Mesa, LLC, 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 Grand Mesa, LLC, and
all future owners of the Property. Upon any sale or other transfer of ownership
rights in the Property, Grand Mesa, LLC, 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
6
States mail, first class, postage prepaid, addressed to the parry 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
To:
John H. Plott, Owner
Grand Mesa, LLC
P.O. Box 20183
Tuscaloosa, AL 35402
205-345-5678
205-752-3245 Fax
K. Time is of the essence in the performance of this Agreement.
L. Grand Mesa, LLC, represents that this Agreement is entered into by Grand
Mesa, LLC, pursuant to authority granted by its Board of Directors to its Managing
Director. A copy of a corporate resolution of Grand Mesa, LLC, authorizing this
Agreement is attached hereto and made a part hereof as Exhibit B.
M. This A reement is uthorize by the City Council of the City at its
meeting on the day of , 2010, authorizing the City Manager to
- Z-1
execute this Agreement on behalf of Ifie City. A copy of the City Council's ordinance
authorizing this Agreement is attached hereto and made a part hereof as Exhibit C.
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 Grand Mesa, LLC, without the prior written approval of the City, (1) for the
limited purpose of Grand Mesa, LLC,'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 an oilfield remanufacture/maintenance facility,
or (3) to an affiliate of Grand Mesa, LLC,. Partial assignments are permitted without the
prior written consent of the City so long as the assignment occurs after the completion of
the Minimum Improvements and the partial assignment is to an entity having fee simple
7
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. Grand Mesa, LLC, 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. Grand Mesa, LLC,
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 Grand Mesa, LLC,
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.
P. 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
Grand Mesa, LLC, 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 Grand Mesa, LLC„ 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 Grand Mesa, LLC, under this Agreement,
City shall not be liable to Grand Mesa, LLC, for such payments, and
Grand Mesa, LLC, 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) Grand Mesa,
LLC, shall not be obligated to refund any payments theretofore made to
Grand Mesa, LLC, 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.
Q. 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").
8
This Agreement is effective as of the Effective Date.
CITY OF DENTON, TEXAS
C"
BY:
G O GE ,KCCAMPBELL
CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: ~iYho ~iho~dsms~ /~f
APPROVED AS TO FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
GRAND MESA, LLC,
An Alabama Limited Liability
BY:
Representative
9
ACKNOWLEDGMENTS
STATE OF TEXAS
COUNTY OF DENTON
The foregoing Eco71c I Develop ment Program Agreement w s executed before
me on the~ay of 2010 by George Campbell, City
Manager of the City of Denton exas, a Texas municipal corporation, on behalf of said
municipal corporation.
JANE E. RICHARDSON
Notary Public, State of Texas
~ My Commission Expires
June 27, 2013
mown
C' ~ V (--6
e:
Notary Public in and for the
State of Texas .
STATE OF TEXAS
COUNTY OF DENTON
The foregoing Economic Development Program Agreement was executed before
me on the JZ day of u W,l' 2010 by John H. Plott, Authorized
Representative of Grand Mesa, LC, an Alabama corporation.
hflrlV tK_)Oa _
Name:
Notary Public in and for the
State of Alabama
MY COMMISSION EXPIRES AUGUST 17, 2013
10
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*FIELD NOTES*
TRACT 1
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 SFT INDUSTRIAL, L.P.,
RECORDED IN INSTRUMENT NUMBER 2008-69642, OF THE DEED
RECORDS OF DENTON COUNTY, TEXAS, AND A PORTION OF LOT 1 B,
BLOCK 1, GRANITE POINTE, AN ADDITION TO THE CITY OF DENTON,
DENTON COUNTY, TEXAS, RECORDED IN CABINET W, PAGE 753-757,
PLAT RECORDS,.DENTON COUNTY, TEXAS, AND BEING MORE
PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING AT A PK NAIL SET IN CONCRETE IN THE WEST RIGHT-OF-
WAY LINE OF INTERSTATE HIGHWAY 35W, (A VARIABLE WIDTH PUBLIC
RIGHT-OF-WAY), BEING THE MOST SOUTHERLY SOUTHEAST CORNER OF
LOT 1A OF SAID BLOCK 1, FROM WHICH A CONCRETE TxDOT MONUMENT
FOUND BEARS N 01°10'18" W, 65.51 FEET;
THENCE S 01°10'18" E, ALONG THE WEST RIGHT-OF-WAY LINE OF SAID
HIGHWAY 35W, A DISTANCE OF 112.36 FEET TO CONCRETE TxDOT
MONUMENT FOUND;
THENCE S 23°10'30" W, A DISTANCE 172.63 FEET TO A 1/2" IRON ROD SET
WITH A CAP STAMPED "WIER & ASSOC. INC", BEING THE BEGINNING OF A
NON-TANGENT CURVE TO THE RIGHT;
THENCE ALONG SAID NON-TANGENT CURVE TO THE RIGHT HAVING A
RADIUS OF 5,505.90 FEET, A DELTA ANGLE OF 4"33'48", A CHORD
BEARING S 22°34'04" W, 438.40 FEET, AND AN ARC LENGTH OF 438.51
FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC.
INC";
THENCE N 69°43'26" W, A DISTANCE OF 287.45 FEET TO A 1/2" IRON ROD
FOUND WITH A CAP STAMPED "WIER & ASSOC. INC";
THENCE S 88°40'51"W, A DISTANCE OF 1,059.09 FEET TO A 1/2" IRON ROD
FOUND WITH A CAP STAMPED "WIER & ASSOC. INC" IN THE EAST LINE OF
LOT 2, BLOCK A, CORBIN ROAD INDUSTRIAL PARK, AN ADDITION TO THE
CITY OF DENTON, DENTON COUNTY, TEXAS, RECORDED IN CABINET Y,
SLIDE 411, PLAT RECORDS, DENTON COUNTY, TEXAS;
THENCE N 00°26'33" E, ALONG THE EAST LINE OF LOT 2, BLOCK A, OF
SAID CORBIN ROAD INDUSTRIAL PARK, A DISTANCE OF 328.85 FEET TO A
112" IRON ROD FOUND IN THE EAST LINE OF LOT 1, BLOCK A, OF SAID
CORBIN ROAD INDUSTRIAL PARK;
THENCE N 00°57'30" E, ALONG THE EAST LINE OF LOT 1, BLOCK A, OF
SAID CORBIN ROAD INDUSTRIAL PARK, AT 301.54 FEET PASSING A 112"
IRON ROD FOUND WITH A CAP STAMPED "WIER & ASSOC. INC", BEING
THE SOUTHWEST CORNER OF SAID LOT 1 B, AT 503.67 FEET PASSING A
5/8" SQUARE PIPE FOUND, BEING THE NORTHEAST CORNER -OF A TRACT
OF LAND DESCRIBED IN A DEED TO JAMES E. BROWNE AND WIFE, MARY
JANE BROWNE, RECORDED IN INSTRUMENT NUMBER 2007-50886, OF
THE DEED RECORDS OF DENTON COUNTY, TEXAS AND THE SOUTHEAST
CORNER OF OF LOT 2, BLOCK B, CORBIN ROAD INDUSTRIAL PARK, AN
ADDITION TO THE CITY OF DENTON, DENTON COUNTY, TEXAS,
RECORDED IN CABINET X, PAGE 90, PLAT RECORDS, DENTON COUNTY,
TEXAS, CONTINUING IN ALL A DISTANCE OF 760.75 FEET TO A 1/2" IRON
ROD SET WITH A CAP STAMPED "WIER & ASSOC. INC", BEING THE
NORTHWEST CORNER OF SAID LOT 1 B IN THE WEST LINE OF SAID
MASON (TRACT 1);
THENCE N 88033'33" E, ALONG THE NORTH LINE OF SAID LOT 1 B, A
DISTANCE OF 1183.55 FEET TO AN X-CUT SET IN CONCRETE;
THENCE S 01 026'27" E, DEPARTING THE NORTH LINE OF SAID LOT 1 B, A
DISTANCE OF 41.00 FEET TO AN X-CUT SET IN CONCRETE;
THENCE N 88°33'33" E, A DISTANCE OF 168.70 FEET TO AN X-CUT SET IN
CONCRETE;
THENCE S 01 026'27" E, AT 103.83 FEET PASSING A WEST CORNER OF
SAID LOT 1A AND AN EAST CORNER OF LOT 1 B, AND CONTINUING IN ALL
A DISTANCE OF 293.80 FEET TO AN X-CUT SET IN CONCRETE;
THENCE ALONG THE EAST LINE OF SAID LOT 1 B AND THE WEST LINE OF
SAID LOT 1A AS FOLLOWS:
S 20°16'34" W, A DISTANCE OF 73.03 FEET TO AN X-CUT SET IN
CONCRETE;
S 03°37'42" W, A DISTANCE OF 61.00 FEET TO AN X-CUT SET IN
CONCRETE, BEING THE SOUTHEAST CORNER OF SAID LOT 1 B AND
THE MOST WESTERLY SOUTHWEST CORNER OF SAID LOT 1A AND
BEING THE BEGINNING OF A NON-TANGENT CURVE TO THE RIGHT;
THENCE ALONG THE SOUTH LINE OF SAID LOT 1A AS FOLLOWS:
ALONG SAID NON-TANGENT CURVE TO THE RIGHT, HAVING A
RADIUS OF 470.00 FEET, A DELTA ANGLE OF 16°3852", A CHORD
BEARING S 78°02'52" E, 136.08 FEET AND AN ARC LENGTH OF
136.56 FEET TO AN X-CUT FOUND;
S 69°43'26" E, A DISTANCE OF 88.35 FEET TO THE PLACE OF
BEGINNING AND CONTAINING 36.026 ACRES (1,569,294 SQUARE
FEET) OF LAND, MORE OR LESS.
*FIELD NOTES"
TRACT 2
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 SFT INDUSTRIAL, L.P.,
RECORDED IN INSTRUMENT NUMBER 2008-69642, OF THE DEED
RECORDS OF DENTON COUNTY, TEXAS, AND BEING MORE
PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING AT A CONCRETE TxDOT MONUMENT FOUND IN THE EAST
LINE OF SAID SFT TRACT AND THE WEST RIGHT-OF-WAY LINE OF
INTERSTATE HIGHWAY 35W, (A VARIABLE WIDTH PUBLIC RIGHT-OF-
WAY), FROM WHICH A PK NAIL FOUND BEARS N01 °10-18"W, 112.36, SAID
PK NAIL BEING THE MOST SOUTHERLY SOUTHEAST CORNER OF LOT 1A,
BLOCK 1, GRANITE POINTE, AN ADDITION TO THE CITY OF DENTON,
DENTON COUNTY, TEXAS, RECORDED IN CABINET W, PAGE 753-757,
PLAT RECORDS, DENTON COUNTY, TEXAS;
THENCE N 88°49'42" E, ALONG THE EAST LINE OF SAID SFT TRACT AND
THE WEST RIGHT-OF-WAY LINE OF SAID HIGHWAY 35W, A DISTANCE OF
24.90 FEET TO AN X CUT FOUND, FROM WHICH A 1/2" IRON ROD FOUND
BEARS N 88°49'42"E, 45.00 FEET;
THENCE S 23°10'30" W, LEAVING THE WEST RIGHT-OF-WAY LINE OF SAID
HIGHWAY 35W, A DISTANCE 182.32 FEET TO A 1/2" IRON ROD SET WITH A
CAP STAMPED "WIER & ASSOC INC", BEING THE BEGINNING OF A NOW
TANGENT CURVE TO THE RIGHT;
THENCE ALONG SAID NON-TANGENT CURVE TO THE RIGHT HAVING A
RADIUS OF 5,528.58 FEET, A DELTA ANGLE OF 4°32'19", A CHORD
BEARING S 22°33'41" W, 437.82 FEET, AND AN ARC LENGTH OF 437.93
FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC.
INC";
THENCE N 69°43'26" W, A DISTANCE OF 22.76 FEET TO A 1/2" IRON ROD
SET WITH A CAP STAMPED "WIER & ASSOC. INC", BEING THE BEGINNING
OF A NON-TANGENT CURVE TO THE LEFT;
THENCE ALONG SAID NON-TANGENT CURVE TO THE LEFT HAVING A
RADIUS OF 5,505.90 FEET, A DELTA ANGLE OF 04°33'48", A CHORD
BEARING N 22°34'04" E, 438.40 FEET, AND AN ARC LENGTH OF 438.51
FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC.
INC";
THENCE N 23°10'30" E, A DISTANCE OF 172.63 FEET TO THE PLACE OF
BEGINNING AND CONTAINING 0.321 ACRES (13,966 SQUARE FEET) OF
LAND, MORE OR LESS.
*NOTES*
1. ACCORDING TO SURVEYOR'S INTERPRETATION OF INFORMATION
SHOWN ON THE SPECIFIC NATIONAL FLOOD INSURANCE PROGRAM
(NFIP) "FLOOD INSURANCE RATE MAP" (FIRM, REFERRED TO
ELSEWHERE ON THIS SURVEY, SOME PORTIONS OF THIS PROPERTY LIE
WITHIN A "SPECIAL FLOOD HAZARD AREA (SFHA) INUNDATED BY 100-
YEAR FLOOD" ZONE AS DEFINED BY THE U.S. DEPARTMENT OF
HOUSING AND URBAN DEVELOPMENT, FEDERAL INSURANCE
ADMINISTRATION, OR THE FEDERAL EMERGENCY MANAGEMENT
AGENCY.
2. THE ABOVE REFERENCED "FIRM" MAP IS FOR USE IN ADMINISTERING
THE "NFIP"; IT DOES NOT NECESSARILY SHOW ALL AREAS SUBJECT TO
FLOODING, PARTICULARLY FROM LOCAL SOURCES OF SMALL SIZE,
WHICH COULD BE FLOODED BY SEVERE, CONCENTRATED RAINFALL
COUPLED WITH INADEQUATE LOCAL DRAINAGE SYSTEMS. THERE MAY
BE OTHER STREAMS, CREEKS, LOW AREAS, DRAINAGE SYSTEMS OR
OTHER SURFACE OR SUBSURFACE CONDITIONS EXISTING ON OR NEAR
THE SUBJECT PROPERTY WHICH ARE NOT STUDIED OR ADDRESSED AS
PART OF THE "NFIP".
3. THE LINE INDICATED HEREON DEPICTS THE APPROXIMATE
GRAPHICAL LOCATION OF THE FLOODPLAIN BOUNDARY FOR A "SPECIAL
FLOOD HAZARD AREA INUNDATED BY 100-YEAR FLOOD" ZONE
ACCORDING TO SURVEYOR'S INTERPRETATION OF THE FLOODPLAIN
BOUNDARY GRAPHICALLY DEPICTED ON THE NATIONAL FLOOD
INSURANCE PROGRAM (NFIP) "FLOOD INSURANCE RATE MAP" (FIRM),
COMMUNITY-PANEL NUMBER 48121 C0360 E, MAP EFFECTIVE AT APRIL 2,
1997 (THE APPROXIMATE GRAPHICAL LOCATION OF THE FLOODPLAIN
BOUNDARY SHOWN ON THIS SURVEY HAS NOT BEEN FIELD VERIFIED
OR CONFIRMED BY CURRENT IN-FIELD SURVEYS, AND THE ACTUAL
LOCATION OF THE FLOODPLAIN BOUNDARY MAY VARY FROM THAT
APPROXIMATE LOCATION SHOWN HEREON).
4. THE UNDERGROUND UTILITIES SHOWN HEREON HAVE BEEN
LOCATED FROM FIELD SURVEY INFORMATION AND EXISTING
DRAWINGS. THIS SURVEYOR MAKES NO GUARANTEE THAT THE
UNDERGROUND UTILITIES SHOWN COMPRISE ALL SUCH UTILITIES IN
THE AREA, EITHER IN SERVICE OR ABANDONED. THIS SURVEYOR
FURTHER DOES NOT WARRANT THAT THE UNDERGROUND UTILITIES
SHOWN HEREON ARE IN THE EXACT LOCATION INDICATED. THIS
SURVEYOR HAS NOT PHYSICALLY LOCATED THE UNDERGROUND
UTILITIES.
5. ALL 1/2" IRON RODS SET WITH CAP STAMPED "WIER & ASSOC, INC",
UNLESS NOTED OTHERWISE.
6. ALL BEARINGS CORRELATED TO THE NORTH LINE OF LOT 1B, BLOCK 1
GRANITE POINT PHASE 1, AN ADDITION TO THE CITY OF DENTON,
DENTON COUNTY, TEXAS, RECORDED BY PLAT IN CAB. W, SL. 753-757
P.R.D.C.T. (N88°33'33"E).
7. THIS SURVEY WAS PREPARED WITH BENEFIT OF A CURRENT COPY
OF COMMITMENT FOR TITLE INSURANCE PREPARED BY REPUBLIC TITLE
OF TEXAS, G.F. No. 1OR23291 WR8, EFFECTIVE DATE JULY 20, 2010,
ISSUE DATE JULY 27, 2010.
8. PROPERTY IS SUBJECT TO BRAZOS RIVER TRANSMISSION ELECTRIC
CO-OP EASEMENT RECORDED IN VOLUME 306, PAGE 603, D.R.D.C.T.,
PROPERTY LINES WITHIN THE METES AND BOUNDS LIMITS OF THE
DESCRIPTION IN SAID INSTRUMENT, BUT SURVEYOR IS UNABLE TO
LOCATE EXACT LOCATION OF EASEMENT WITHIN THOSE LIMITS.
9. SURVEYOR IS UNABLE TO ACCURATELY LOCATE T.P. & L.
EASEMENTS RECORDED IN VOLUME 288, PAGE 39, VOLUME 295, PAGE
302, VOLUME 402, PAGE 582, VOLUME 505, PAGE 627, VOLUME 327, PAGE
489, AND VOLUME 505, PAGE 630, D.R.D.C.T., DUE TO POOR
DESCRIPTIONS CONTAINED THEREIN.
10. THE MINERAL ESTATE AND INTEREST RECORDED IN VOLUME 266,
PAGE 591 AND VOLUME 296, 282, D.R.D.C.T. QUITCLAIMED IN VOLUME
5056, PAGE 2992, D.R.D.C.T. AND DO AFFECT THE SUBJECT PROPERTY.
11. THE PROPERTY IS SUBJECT TO THE MINERAL ESTATE AND INTEREST
RECORDED IN VOLUME 557, PAGE 649, VOLUME 5304, PAGE 5736, INST#
2004-17004, INST# 2008-69642, INST# 2005-68551, INST# 2005-33918, INST#
2004-74717, VOLUME 5043, PAGE 3391, AND VOLUME 5064, PAGE 1875,
D.R.D.C.T.
12. THE TERMS, PROVISIONS AND CONDITIONS AS EVIDENCED BY CITY
OF DENTON ORDINANCE NO. 2008-058 AND RECORDED IN INST# 2008-
38592 D.R.D.C.T., DO AFFECT THE SUBJECT PROPERTY.
13. THE EASEMENTS RECORDED IN VOLUME 546, PAGE 684; VOLUME
1018, PAGE 867; AND VOLUME 2202, PAGE 759 DO NOT AFFECT THE
SU BJ ECT TRACT.
EXHIBIT B
1JNANIMOCIS CONSI NT OIL THE MEMBERS OF
GttAN.D MESA, LLC
I'11c: undcrsifztic:d. being! all of the members of Grand Mesa. LLC', an Alabama limited
liability company (tile °C'gztllaado) hereby unanimously conserTt, as of this 12'I' clay cif
August_ 2010, pursuam to the laws of the State of Alabama rued the Operating, Agreement of the
Company. to the adoption of the following resolutions without a meeting of the members of tllc
Company, and do hereby consent that said resolutions shall be effective on and as of the date of'
this consent tls fully as tl. unan.DUOusly adopted at a duly called rrleetin.g* ot'tllc nlen.lbers of the
Company held on said date (execution of counterparts hereof shall evidence such urlanirl)ous
cons(mt, it' necessary),
]3I. IT l11`SC)L,VF'D BY •ftIE MEM131?RS OF GRAND MI S: . 1.1..C (the *Voi tpuly").
as f6lkms:
Vile N.lembers do hereby approve. adopt. authorize, direct, ratify and confil-m:
(,a) the execution and delivery of that M-Lain Economic Devcluptmnt
Program Grant Agreement (180 Agreement) with the City of Denton, '1,eras; and
{b) all Other actions as are necessary or appropriate in order to c,ffcct the
acquisition and financing ofthe Property.
John l-f. Plott (the "Authorized Representati-N, is hereby Mithorized and directed
to crccute, acknowvledgc and deliver, .for rind on behalf of and in the name of" the Company, the
380 :Agreement and all other documents as lie determines; in his reasonable discretion. are
necessary and ap'proprliltc to c01,isummate and effect the transacttoils and actions a'I.Idlorized
herein. Any prior execration elf any documents related to such transaction by the aforesaid
Authorized R.cpri:scntative is hereby ratified and confirmed.
3. The A1.1010117ed Representative is hereby further rautharizi;d and direCtcd to do and
puf'orm or cause to be done or perfiirtned in the nanic and on behalf'(.)]- the Company- such other
acts gild cscc•utc, deliver, file and record such other instruments, documents, certificate>~,.
lotiJicationb, aLliclavits and related documents all as shall be required by la%v or necessary or
desirable to carry out [lie provisions and purposes of this resolution OF 10 derrxinsiratc the validity
of said dOCI.It11C]lt5.
=1. By execution below, each member of the Company represents and warrants that
the undersigned constitute all of the members of the Company and that the consummation Of talc
transactions described horcin have been validly authorized and will not violate am other
contract. agreement or understanding of the Company,
(SIGNA"1THRE, PAGE? I"OLf.OWS)
N Wl Ti INESS i f FR1=::<?I', the uilcleisigueil h~ivc cXci iatei) lhi Consent, unilt:r SC A,
effective ..is of the ciat:c first set forth above.
itiiE
MB ER.S
Grand Njill 1ILC
ohn 11. Plot(. nlcniber
,
1 in Harrison- member
\kodad\departmentsVegahour documentslordinances\101g EXHIBIT C
ORDINANCE NO. 2010-198
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 GRAND MESA, LLC,
REGARDING THE RENOVATION OFF A 152,000 SQUARE FOOT BUILDING AND
36.026 ACRES OF LAND GENERALLY LOCATED ON THE WEST SIDE OF I-35W IN
THE GRANITE POINT BUSINESS PARK IN DENTON, TEXAS; AUTHORIZING THE
EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, Grand Mesa, LLC ("Grand Mesa") 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 Grand Mesa 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.
IL
PASSED AND APPROVED this the I q
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
)`4~ 0
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
10.
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