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Res 15-35 Approving a Development Agreement with Maguire Partners-Solana Land Related to EntradaTOWN OF WESTLAKE RESOLUTION 15-35 A RESOLUTION BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, APPROVING A DEVELOPMENT AGREEMENT WITH MAGUIRE PARTNERS-SOLANA LAND, 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 and Maguire Partners -Solana Land, L.P. desire to entire enter into a partnership to continue this planned growth through a development agreement which sets out responsibilities for the Developer as a part of their development known as Entrada (the zoning for which was approved in Ordinance 703 approved on April 22, 2013) regarding public infrastructure costs, the need for which are created by the Entrada development, including off-site sewer improvements, as well as maintenance of public and private open spaces/amenities in and adjacent to said Entrada development, and WHEREAS, the Town has an economic development policy adopted by Resolution 06-19 and has (per Resolution 13-34 approved on October 28, 2013) made commitments according to certain terms and conditions in an economic development agreement approved under this economic development policy for Town participation; and the Town has approved the creation of the Public Improvement District, Solana PID #1, per Resolution 14-07 on February 24, 2014, for which these public improvements will serve; 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 the Development Agreement with the Developer attached hereto as Exhibit "A" and further authorizes the Town Manager to execute said agreement on behalf of the Town of Westlake. Resolution 15-35 Page 1 of 2 SECTION 3: 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 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 14" DAY OF DECEMBER 2015. ATTEST: 4- � LJI ' FilaLIA)c Kelly Edwav s, Town Secretary APPROV AS TO EOIZ�M: '74z'— Town � Town Attorney Laura Wheat, Mayor h Th mas E. Brym�rt n Manager 5T SKF O� 'f co Resolution 15-35 Page 2 of 2 EXHIBIT A TO RESOLUTION NO. 15-35 FIRST AMENDMENT TO THE ENTRADA DEVELOPMENT AGREEMENT THIS AMENDMENT ONE (1) OF ONE (1) TO THE TOWN OF WESTLAKE DEVELOPMENT AGREEMENT (aka "the Amendment") ESTABLISHED WITH THE ADOPTION OF RESOLUTION 13-34 AS ADOPTED BY THE WESTLAKE TOWN COUNCIL FOR THE ENTRADA DEVELOPMENT is made and entered into this 14th day of December, 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 October 28, 2013, the Town Council for the Town of Westlake adopted Resolution 13-34 approving a Development Agreement (the "Development Agreement") with Maguire Partners -Solana Land, L.P. related to the Entrada development which addressed various development issues related to the Development and provided for the payment of certain fees, the timing of certain construction and the dedication of certain property, among others; and 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"); and the Town issued Public Improvement District ("PID") special revenue bonds (the "2015 Bonds") via Ordinance 743 on January 15, 2015, to construct certain Authorized Improvements within the District. The Town and the Developer anticipate issuing future PID special revenue bonds to finance a portion of the Authorized Improvements within the District not financed with the 2015 Bonds (the "Future Bonds"); and The Town and the Developer wish to amend the Development Agreement to allow for certain early final platting of certain tracts of land in the District; and 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 13-34 Remains in Full Force and Effect. The Town and Developer acknowledge and agree that, except to the extent amended herein, all provisions and terms contained the Development Agreement, including any other amendments or addenda to the Development Agreement besides this Amendment to the Development Agreement, remain in full force and effect. AMENDED ENTRADA DEVELOPMENT AGREEMENT PAGE 1 OF 6 RESOLUTION 15-35 2. Specific Amendments Contained in this Amendment One (1) of One (1) to the Development Agreement Adopted by Resolution 13-34 shall be amended as follows: Section 4 to the Development Agreement shall be amended to include a new subsection M: M. Release of Blocks A M N and O for Final Plat. 1. Prior to the completion of all public infrastructure for Phase I of the District, a Final Plat shall be accepted by the Town, and upon approval by the Town, permitted to be recorded in the Deed Records of Tarrant County, Texas, for a Final Plat that encompasses Blocks A, M, N, and O, as shown on the attached Exhibit A. 2. It is acknowledged by the Town and the Developer that PID bond proceeds for Phase I Infrastructure have been budgeted and escrowed in compliance with the approved Westlake Public Improvement District Service and Assessment Plan approved by the Town on January 15, 2015. The Town makes no representation that Phase I Infrastructure PID proceeds will be adequate to cover 100% of the actual Phase I Infrastructure costs and that any overrun shall be the sole responsibility of the Developer. 3. Offsite Easements: The identification and acquisition of all public utility easements are the sole responsibility of the Developer. In the even the Town determines that eminent domain proceedings are necessary to obtain the required easements, the Developer will be responsible for reimbursing the Town 100% of the cost to acquire the easement including but not limited to easement cost, administrative fees, court fees, attorney's fees and Town consulting fees. 4. No Certificate of Occupancy will be issued for any use or structure in Blocks A, M, N, and O, as identified in the attached Exhibit A, until 75 percent (75%) of the off-site sanitary sewer line is completed according to the Town Engineer. The Developer may provide, at the developer's sole expense, an alternative temporary sanitary sewer service (the "Stop Gap Sanitary Sewer Service") to be established and maintained by the Developer that adequately serves Blocks A, M, N, and O until the off- site sanitary sewer service line is completed. This alternative Stop Gap Sanitary Sewer Service design and/or proposal must be submitted to the Town for approval, which approval shall be at the Town's sole discretion. If the Stop Gap Sanitary Sewer Service is interrupted for any period of time during this temporary period, the Town may revoke any Certificates of Occupancy issued for any use or structure in Blocks A, M, N, or O. A plan and schedule to terminate the Stop Gap Sanitary Sewer Service will be included in the original Stop Gap Sanitary Sewer Service proposal/design, and any termination date extension will also be at the Town's sole discretion. 5. The Stop Gap Sanitary Sewer Service may include any town -approved temporary service to remove waste material, including trucks or other transportation devices constructed to haul and transport waste material. AMENDED ENTRADA DEVELOPMENT AGREEMENT PAGE 2 OF 6 RESOLUTION I5-35 2. Bindinti Obligation. This Amendment to the 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 Development Agreement on its behalf has full authority to execute this Amendment to the Development Agreement and bind it to the same. 3. Authorization. The Town Council shall authorize the Town Manager of the Town to execute this Amendment to the Development Agreement on behalf of the Town. 4. 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. 5. 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. 6. 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 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 1800 Valley View Lane, Suite 300 Farmers Branch, Texas 75234 FAX: 817.391.2501 AMENDED ENTRADA DEVELOPMENT AGREEMENT PAGE 3 OF 6 RESOLUTION 15-35 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 7. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original. [Signature Pages Follow] AMENDED ENTRADA DEVELOPMENT AGREEMENT PAGE 4 OF 6 RESOLUTION 15-35 IN WITNESS WHEREOF, the parties have executed this Agreement as of this the 14`x' December 2015. ATTEST: '--Xt UVA Nam: Kelly' dwards Title: Town Secretary Title: Town Attorney TOWN OF WESTLAKE Name: Laura Wheat Title: Mayor Date: I r2_ 1 H I � c� ,eS�N of , m AMENDED ENTRADA DEVELOPMENT AGREEMENT PAGE 5 Or 6 DEVELOPER Maguire Partners—Solana Land, L.P., a Texas limited partnership By: MMM Ventures, LLC, a Texas limited liability company Its General Partner By: 2M Ventures, LLC a Delaware limited liability company Its Sole Manager By: �'7� "'e _/__/ Name: Mehrdad Moayedi Its: Manager STATE OF TEXAS �; This instrument was acknowledged before me on the / 4day of , 201 by Mehrdad Moayedi in his capacity as Manager of Maguire Partners -Solana Land, 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. My Commission Notary P�blicv, State of Texas (i LAURA L. WAYLAND Notary ID # 1656942 !y Commission Expires July 14, 2016 AMENDED ENTRADA DEVELOPMENT AGREEMENT PAGE 6 OF 6 Resolution 15-35 LEGAL DESCRIPTION 32.445 ACRES BEING all that certain lot, tract or parcel of land situated in the C. M. Throop Survey, Abstract Number 1510 and the W. Medlin Survey, Abstract Number 1958, Town of Westlake, Tarrant County, Texas, and being part of that certain called 184.32 acre tract of land described as Tract 2 in deed to Maguire Partners -Solana Land L. P. recorded in Volume 16858, Page 176 (Instrument Number D203231446) of the Deed Records of Tarrant County Texas, and being more particularly described as follows COMMENCING at a 5/8" rebar found at the southeast corner of said 184.32 acre tract, being the most westerly southwest corner of Lot 1, Block 3 of Westlake/Southlake Park Addition No. 1, and addition to the Town of Westlake according to the plat thereof recorded in Volume 388-214, Page 78 of the Plat Records of Tarrant County, Texas; THENCE S 89029'20" W, 200.93 feet with the south line of said 184.32 acre tract to a 1" rebar found (disturbed) in Dove Road, from which a 1/2" rebar found bears S 84°04'40" E, 2.6 feet; THENCE N 00012'05" W, 45.01 feet continuing with the south line of said 184.32 acre tract in Dove Road to a 5/8" capped rebar found (Huitt & Zollars); THENCE S 89047'55" W, 462.17 feet continuing with the south line of said 184.32 acre tract in Dove Road to a 1/2" capped rebar set (G&A) at the southeast corner of that certain called 0.560 acre tract of land described as Parcel No. 70 -ROW -2 in deed to the Town of Westlake, Texas, recorded in Instrument Number D208427746 of the Deed Records of Tarrant County, Texas; THENCE N 00052'55" W, 22.57 feet with the east line of said 0.560 acre tract to a 1/2" capped rebar found (Graham) at the northeast corner thereof; THENCE N 89057'45" W, 790.52 feet with the north line of said 0.560 acre tract to a 1/2" capped rebar set (G&A) at the beginning of a curve to the right; THENCE continuing with the north line of said 0.560 acre tract, with the arc of said curve having a central angle of 09°15'02", a radius of 1047.14 and an arc length of 169.06 feet, whose chord bears N 85°15'46" W, 168.88 feet, to a 1/2" capped rebar set (G&A); THENCE N 80043'25" W, 36.09 feet continuing with the north line of said 0.560 acre tract to a 1/2" capped rebar set (G&A) on the westerly line of said 184.32 acre tract, being on the arc of a curve to the right; THENCE with the westerly line of said 184.32 acre tract and with the arc of a curve to the right having a central angle of 08051'24", a radius of 154.38 feet and an arc length of 23.86 feet, whose chord bears N 40°10'25"W, 23.84 feet to a 1/2" capped rebar set at the most southerly corner of that certain called 13.591 acre tract of land described as Page 1 of 5 Exhibit A-2 Resolution 15-36 Parcel No. 70 -ROW -1 in the aforementioned deed to the Town of Westlake, Texas, and being on the east line of Precinct Line Road; THENCE with the east line of said 13.591 acre tract and the east line of said Precinct Line Road with the arc of a curve to the left having a central angle of 08°26'37", a radius of 1782.50 feet and an arc length of 262.69 feet, whose chord bears N 03°44'45" E, 262.45 feet to a 1/2" capped rebar found (Graham); THENCE N 00025'40" W, 220.18 feet continuing with the east line of said 13.591 acre tract and the east line of said Precinct Line Road; THENCE N 89034'20" E, 64.65 feet, to a 1/2" capped rebar set (G&A Consultants) at the POINT OF BEGINNING; THENCE over, across and through said 184.32 acre tract the following 35 courses and distances: N 79027'05" E, 5.00 feet, to a 1/2" capped rebar set (G&A Consultants); N 10032'55" W, 26.04 feet, to a 1/2" capped rebar set (G&A Consultants); N 00025'40" W, 242.84 feet, to a 1/2" capped rebar set (G&A Consultants); N 18027'05" E, 163.36 feet, to a 1/2" capped rebar set (G&A Consultants); N 00032'55" W, 35.48 feet, to a 1/2" capped rebar set (G&A Consultants); S 89027'05" W, 5.75 feet, to a 1/2" capped rebar set (G&A Consultants); N 00032'55" W, 219.34 feet, to a 1/2" capped rebar set (G&A Consultants); N 89027'05" E, 5.75 feet, to a 1/2" capped rebar set (G&A Consultants); N 00032'55" W, 322.48 feet, to a 1/2" capped rebar set (G&A Consultants); N 88050'50" W, 10.00 feet, to a 1/2" capped rebar set (G&A Consultants); N 00032'55" W, 90.80 feet, to a 1/2" capped rebar set (G&A Consultants), at a point of curvature of a non -tangent curve to the right; Northeasterly with the arc of said curve, having a radius of 2837.99 feet, a central angle of 11008'42", an arc length of 552.04 feet, and whose chord bears N 15050'10" E, 551.17 feet, to a 1/2" capped rebar set (G&A Consultants); S 67010'50" E, 6.00 feet, to a 1/2" capped rebar set (G&A Consultants); Page 2 of 5 Exhibit A-2 Resolution 15-36 Northeasterly with the arc of a curve to the right, having a radius of 2831.99 feet, a central angle of 03042'55", an arc length of 183.64 feet, and whose chord bears N 23015'48" E, 183.60 feet, to a 1/2" capped rebar set (G&A Consultants); N 52020'20" W, 6.15 feet, to a 1/2" capped rebar set (G&A Consultants); Northeasterly with the arc of a curve to the right, having a radius of 2837.99 feet, a central angle of 03003'54", an arc length of 151.82 feet, and whose chord bears N 26040'49" E, 151.80 feet, to a 1/2" capped rebar set (G&A Consultants); N 28012'47" E, 140.26 feet, to a 1/2" capped rebar set (G&A Consultants); N 75055'20" E, 226.61 feet, to a 1/2" capped rebar set (G&A Consultants); S 63034'45" E, 40.90 feet, to a 1/2" capped rebar set (G&A Consultants) at a point of curvature of a curve to the right; Southeasterly with the arc of said curve, having a radius of 300.00 feet, a central angle of 54023'55", an arc length of 284.83 feet, and whose chord bears S36°22'47" E, 274.25 feet, to a 1/2" capped rebar set (G&A Consultants); S 09010'50" E, 89.43 feet, to a 1/2" capped rebar set (G&A Consultants); N 64006'15" E, 6.27 feet, to a 1/2" capped rebar set (G&A Consultants); S 25053'45" E, 219.99 feet, to a 1/2" capped rebar set (G&A Consultants); S 23054'35" W, 101.03 feet, to a 1/2" capped rebar set (G&A Consultants), at a point of curvature of a non -tangent curve to the right; Southeasterly with the arc of said curve, having a radius of 50.50 feet, a central angle of 93050'30", an arc length of 82.71 feet, and whose chord bears S 19010'10" E, 73.77 feet, to a 1/2" capped rebar set (G&A Consultants); S 62014'55" E, 139.12 feet, to a 1/2" capped rebar set (G&A Consultants); S 48049'00" E, 66.15 feet, to a 1/2" capped rebar set (G&A Consultants), at a point of curvature of a non -tangent curve to the right; Southwesterly with the arc of said curve, having a radius of 520.00 feet, a central angle of 18036'45", an arc length of 168.92 feet, and whose chord bears S15034'26" W, 168.18 feet, to a 1/2" capped rebar set (G&A Consultants); S 22003'15" W, 109.68 feet, to a 1/2" capped rebar set (G&A Consultants); S 37035'45" W, 15.42 feet, to a 1/2" capped rebar set (G&A Consultants); Page 3 of 5 Exhibit A-2 Resolution 15-36 S 20039'25" E, 90.52 feet, to a 1/2" capped rebar set (G&A Consultants); S 52004'10" W, 143.52 feet, to a 1/2" capped rebar set (G&A Consultants), at a point of curvature of a non -tangent curve to the left; Southwesterly with the arc of said curve, having a radius of 159.00 feet, a central angle of 17°16'53", an arc length of 47.96 feet, and whose chord bears S 69°43'30" W, 47.78 feet, to a 1/2" capped rebar set (G&A Consultants); N 84000'02" W, 17.05 feet, to a 1/2" capped rebar set (G&A Consultants), at a point of curvature of a non -tangent curve to the right; Northwesterly with the arc of said curve, having a radius of 452.50 feet, a central angle of 01 013'05", an arc length of 9.62 feet, and whose chord bears N 33°21'22" W, 9.62 feet, to a 1/2" capped rebar set (G&A Consultants); S 57015'10" W, 31.00 feet, to a 1/2" capped rebar set (G&A Consultants), at a point of curvature of a non -tangent curve to the left; Southeasterly with the arc of said curve, having a radius of 483.50 feet, a central angle of 02006'24", an arc length of 17.78 feet, and whose chord bears S 33048'02" E, 17.78 feet, to a 1/2" capped rebar set (G&A Consultants); S 54033'10" W, 79.39 feet, to a 1/2" capped rebar set (G&A Consultants); S 89027'05" W, 137.99 feet, to a 1/2" capped rebar set (G&A Consultants) S 10059'05" W, 291.81 feet, to a 1/2" capped rebar set (G&A Consultants), at a point of curvature of a curve to the left; Southeasterly with the arc of said curve, having a radius of 1015.50 feet, a central angle of 03007'21", an arc length of 55.34 feet, and whose chord bears S 80°34'35" E, 55.33 feet, to a 1/2" capped rebar set (G&A Consultants); S 07051'45" W, 246.74 feet, to a 1/2" capped rebar set (G&A Consultants); S 24057'05" W, 98.98 feet, to a 1/2" capped rebar set (G&A Consultants); S 40017'45" W, 99.04 feet, to a 1/2" capped rebar set (G&A Consultants); S 47041'25" W, 101.85 feet, to a 1/2" capped rebar set (G&A Consultants); S 89027'05" W, 390.88 feet, to a 1/2" capped rebar set (G&A Consultants); Page 4 of 5 Exhibit A-2 Resolution 15-36 S 79027'05" W, 8.51 feet, to the POINT OF BEGINNING and containing approximately 32.445 acres of land. Together with an Access Easement, to insure ingress and egress, to and from, the subject property, over, across and through Lot 88X, of Granada, Phase I, recorded in Instrument No. D215003584 of the Plat Records of Tarrant County, Texas, being the private road system located within said Phase I. Page 5 of 5 Exhibit A-2 Resolution 15-36 By: MARY LOUISE GARCIA COUNTY CLERK TOWN OF WESTLAKE 1301 SOLANA BLVD, BLDING 4, STE 4202 WESTLAKE, TX 76262 Submitter: TOWN OF WESTLAKE 100 West Weatherford Fort Worth, TX 76196-0401 PHONE (817) 884-1195 DONOT DESTROY WARNING - THIS IS PART OF THE OFFICIAL RECORD. Filed For Registration: Instrument #: D216096757 5/9/2016 11:13 AM D216096757 OPR 9 PGS $44.00 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.