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Res 15-02 Approving Amendment Two of Two to Entrada Economic Development Agreement TOWN OF WESTLAKE RESOLUTION 15-02 A RESOLUTION BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, APPROVING AMENDMENT TWO OF TWO TO THE ECONOMIC DEVELOPMENT AGREEMENT WITH MAGUIRE PARTNERS, L.P. RELATED TO THEIR DEVELOPMENT KNOWN AS ENTRADA IN WESTLAKE, TEXAS. WHEREAS, the Town of Westlake is experiencing planned growth through the attraction of economic development projects such as Fidelity Investments and Deloitte University, residential developments such as Vaquero, Glenwyck Farms, Terra Bella, Granada, and Entrada which are consistent with the Town's Comprehensive Plan, as well as enrollment growth at Westlake Academy, all of which contribute to demand for improvements to Westlake's infrastructure and public buildings, and WHEREAS, the Town of Westlake (Town) and Maguire Partners, L.P. (the Developer) entered into a partnership to continue this planned growth through an Economic Development Agreements for the Developer's project, Entrada, and WHEREAS, the Town has an economic development policy adopted by Resolution 06- 19, and WHEREAS, the agreement that the Town and the Developer wish to amend is the Economic Development Agreement for Entrada approved by the Town in Resolution 13-17 on April 22, 2013 and as amended on December 15, 2014 by Amendment One of One to said Agreement, and WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the citizens of Westlake. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: THAT, all matters stated in the Recitals hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: THAT, the Town Council of the Town of Westlake, Texas, hereby approves Amendment Two of Two to the Entrada Economic Development Agreement originally approved on April 22, 2013 in Resolution 13-17 and as amended in Amendment One of One approved on December 15, 2014 with Amendment Two of Two to this Agreement is attached hereto to this resolution as Exhibits A. SECTION 3: THAT, the Town Council of the Town of Westlake further authorizes the Town Manager to execute said amendments to said agreements on behalf of the Town of Westlake. Resolution 15-02 Page 1 of 2 SECTION 4: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. SECTION 5: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 15TH DAY OF JANUARY 15, 2015. Ili Laura Wheat, Mayor ATTEST: .4�Lu��b Kelly'Edwar is, Town Secretary Thomas t. Brymer own Manager APPROVED AS TO FORM: p✓ L. St ton Lowry own Attorney Resolution 15-02 Page 2 of 2 EXHIBIT A TO RESOLUTION NO. 15-02 SECOND AMENDMENT TO THE ENTRADA ECONOMIC DEVELOPMENT AGREEMENT THIS AMENDMENT TWO (2) OF TWO (2) TO THE TOWN OF WESTLAKE ECONOMIC DEVELOPMENT AGREEMENT (aka "the Amendment") ESTABLISHED WITH THE ADOPTION OF RESOLUTION 13-17 AS ADOPTED BY THE WESTLAKE TOWN COUNCIL ON APRIL 22, 2013 AND AMENDED IN AMENDMENT ONE OF ONE ON DECEMBER 15, 2014 FOR THE ENTRADA DEVELOPMENT is made and entered into this 15th day of January, 2015, by and between the Town of Westlake, Texas (the "Town"), and Maguire Partners-Solana Land, L.P., a Texas limited partnership (the "Developer'). WITNESSETH: The Entrada Development ("Development") is a master planned mixed use project to be constructed in Westlake and is currently being developed by Developer; and On April 22, 2013, the Town and the Developer entered into the Economic Development Agreement (the "Economic Development Agreement") cited above which addressed various development issues related to the Entrada Development (the "Development" as defined in this agreement and provided for the payment of certain fees, the timing of certain construction and the dedication of certain property, among others; and Amendment One of One to this Economic Development Agreement was approved by the Town and Developer on December 15, 2014; and The Developer and the Town desire to again amend the Economic Development Agreement contained in Resolution 13-17 with the amendments herein as Amendment Two of Two to said Agreement. In consideration of the foregoing premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Town and Developer covenant and agree as follows: 1. The Economic Development Agreement Adopted by Resolution 13-17 and as Amended by Resolution 14-46 on December 15, 2014 Remain in Full Force and Effect. The Town and Developer acknowledge and agree that, except to the extent amended herein, all provisions and terms contained in the Economic Development Agreement as adopted by Resolution 13-17, including any other amendments or addenda to the Economic Development Agreement besides this Amendment to the Economic Development Agreement, remain in full force and effect. Resolution 15-02 Pagel of 5 2. Specific Amendments Contained in this Amendment Two (2) of Two (2) to the Economic Development Agreement Adopted by Resolution 13-17 shall be amended as follows: Section 5A shall be added to the Economic Development Agreement as follows: "SECTION 5A CONDITIONS OF ISSUING PID BONDS A. Public Improvement District and Bonds. 1. On February 24, 2014, the Town Council for the Town of Westlake, by Resolution No. 14-07, approved the creation of the Solana Public Improvement District (the "District") for the construction of certain authorized improvements (the "Authorized Improvements"). The Town and the Developer anticipate issuing special revenue bonds in early 2015 (the "2015 Bonds") to construct certain Authorized Improvements within the District and anticipate issuing future special revenue bonds to finance a portion of the Authorized Improvements within the District not financed with the 2015 Bonds (the "Future Bonds"). B. Conditions of Issuing the PID Bonds. 1. Subject to the satisfaction of conditions set forth in this Section, the Town may in its sole discretion issue bonds, including the Series 2015 Bonds or the Future Bonds (collectively referred to as the "PID Bonds") secured by and payable from special assessments levied against all or any portion of the benefitted property located in the District. The issuance of PID Bonds is subject to the following conditions: (a) The Developer must obtain an executed Management Agreement with a hotel management firm to manage two `flag' hotels within the Development. These two hotels are to be constructed using "Vertical Construction Funding" as provided by an entity utilizing vertical construction funds available through the EB-5 program (the "EB-5 Construction Lender"). (b) The Developer shall secure "Letter of Intent" from the Eb-5 Construction Lender to provide the funding necessary to construct in excess of one-hundred thousand square feet of non-residential buildings in the Development. The Letter of Intent for Vertical Construction Funding will secure no less than $100,000,000.00 of Vertical Construction Funding for the construction of these buildings. (c) The issuance of Future Bonds for Authorized Improvements in the Mixed-Use Core Area (Improvement Area #1) of the Development will be conditioned on the issuance of Certificates of Occupancy on at least 150,000 square feet of non-residential buildings. Resolution 15-02 Page 2 of 5 (d) The issuance of Future Bonds for the Authorized Improvements in the East Residential Area (Improvement Area #3) of the Development will be conditioned on the Development reaching a minimum Ad-Valorem value of$165,000,000. 3. Binding Obligation. This Amendment to the Economic Development Agreement shall become a binding obligation of the signatories upon execution by all signatories hereto. The Town warrants and represents that the individual executing this Amendment to the Development Agreement on behalf of the Town has full authority to execute this Amendment to the Development Agreement and bind the Town to the same. Developer warrants and represents that the individual executing this Amendment to the Economic Development Agreement on its behalf has full authority to execute this Amendment to the Economic Development Agreement and bind it to the same. 4. Authorization. The Town Council shall authorize the Town Manager of the Town to execute this Amendment to the Economic Development Agreement on behalf of the Town. 5. Severability. In the event any provision of this Amendment to the Development Agreement shall be determined by any court of competent jurisdiction to be invalid or unenforceable, the Amendment to the Development 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. 7. Filing in Deed Records. This Amendment to the Development Agreement shall be filed in the deed records of Tarrant County, Texas. The provisions of this Amendment to the Development Agreement shall be deemed to run with the Property and shall be binding on heirs, successors and assigns of Developer.- 8. Notices. Any notices required or permitted to be given hereunder shall be given by certified or registered mail, return receipt requested, to the addresses set forth below or to such other single address as either party hereto shall notify the other: To the Town: Attn: Thomas E. Brymer Town Manager 3 Village Circle, Suite 202 Westlake, Texas 76262 FAX: 817.430.1812 With a copy to: Attn: L. Stanton Lowry Town Attorney Boyle & Lowry, L.L.P. 4201 Wingren, Suite 108 Irving, Texas 75062 FAX: 972.650.7105 To the Developer: Attn: Mehrdad Moayedi Resolution 15-02 Page 3 of 5 1800 Valley View Lane, Suite 300 Farmers Branch, Texas 75234 FAX: 817.391.2501 With a copy to: Miklos Law, PLLC Attn: Robert Miklos 1800 Valley View Lane, Suite 360 Farmers Branch, Texas 75234 E-mail: robert@mikloslegal.com 9. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original. IN WITNESS WHEREOF, the parties have executed this Agreement as of this the 151h day of January, 2015. ATTEST: TOWN OF WESTLAKE Name: Kelly 4 dwards Name: Thomas E. Brymer Title: Town Secretary Title: Town Manager Date: U � rj I I G� APPROVED AS TO FORM -lor NamL. Stanton owry Title: Town Attorney Resolution 15-02 Page 4 of 5 DEVELOPER MAGUIRE PARTNERS-SOLANA LAND, L.P. By: MMM Ventures, LLC, its general partner By: 2M Ventures, LLC, its manager By: �'?' - Mehrdad Moayedi, Manager STATE OF TEXAS ) COUNTY OF ) This instrument was acknowledged before me on the `f' day of , 2015, by Mehrdad Moayedi in his capacity as Manager of Maguire P rs-Solana L, nd, L.P., known to be the person whose name is subscribed to the foregoing instrument, and that he executed the same on behalf of and as the act of Maguire Partners-Solana Land, L.P. Notary Publi , State of Texas My Commission Expires: L WAYLAND % My commission Expires July 14,2016 Resolution 15-02 Page 5 of 5 MARY LOUISE GARCIA ..••••M. COUNTY CLERK 4 100 West Weatherford Fort Worth,TX 76196-0401 •# '�` *'` � PHONE(817) 884-1195 TOWN OF WESTLAKE 3 VILLAGE CIRCLE 202 WESTLAKE, TX 76262 Submitter: TOWN OF WESTLAKE DO NOT DESTROY WARNING - THIS IS FART OF THE OFFICIAL RECORD. Filed For Registration: 1/29/2015 2:46 PM Instrument#: D215019704 OPR 8 PGS $40.00 By: D215019704 ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.