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Res 13-17 Approving an Economic Development Agreement for the Entrada Development TOWN OF WESTLAKE RESOLUTION 13-17 A RESOLUTION BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS,APPROVING AN ECONOMIC DEVELOPMENT AGREEMENT WITH MAGUIRE PARTNERS-SOLANA LAND, L.P., RELATED TO CENTURION'S DEVELOPMENT KNOWN AS WESTLAKE ENTRADA. 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, Granada and Terra Bella, which are consistent with the Town's Comprehensive Plan as amended, as well as enrollment growth at Westlake Academy and growth in the area in general, all of which contribute to demand for improvements to Westlake's infrastructure and public buildings, and WHEREAS, the Town of Westlake (Town) and Centurion, Inc. (Centurion) desire to entire enter into a partnership to continue this planed growth through economic development projects implemented by means of Centurion facilitating the investment of an estimated $500 million in a mixed use development known as Westlake Entrada in the Town, with significant privately maintained and publicly accessible amenities, and the Town facilitating this development with certain public investment in FM 1938 streetscape improvements per its economic development policies, and WHEREAS, the Town has an economic development policy adopted by Resolution 06- 19 and that this proposed economic development agreement with the Centurion meets those policy guidelines, and meets the requirements of State law for municipalities to grant 380 economic development grants to businesses developing in their boundaries; 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 the Economic Development Grant Agreement with Centurion attached hereto as Exhibit "A'; and further authorizes the Town Manager to execute said agreement on behalf of the Town of Westlake. Resolution 13-17 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 22nd DAY OF APRIL, 2013. La ra Wheat, Mayor ATTEST: Kelly'EdwarQ Town Secretary Thomas E. Bryn er, own Manager APPROVED AS TO FORM: Of- ✓ St owry, T n Attorney m U Resolution 13-17 Page 2 of 2 ECONOMIC DEVELOPMENT PROGRAM AGREEMENT This ECONOMIC DEVELOPMENT PROGRAM AGREEMENT ("Agreement") is entered into by and between the TOWN OF WESTLAKE, TEXAS (the "Town"), a Type-A general law municipal corporation organized under the laws of the State of Texas, and MAGUIRE PARTNERS-SOLANA LAND, L.P., a Texas limited partnership and its assigns, (the"Partnership"), for the purposes and considerations stated below. Section 1. RECITALS The Town and the Partnership hereby agree that the following statements are true and correct and constitute the basis upon which the Town and The Partnership have entered into this Agreement: A. The Town hereby concludes that this Agreement is authorized by Chapter 380 of the Texas Local Government Code, Article III, Section 52(a) of the Texas Constitution and is authorized by Resolution No. 06-19, adopted by the Town Council on May 8, 2006, attached hereto as Exhibit "A" and hereby made a part of this Agreement for all purposes, in which the Town has established an Economic Development Incentive Policy and program pursuant to which the Town will, on a case-by-case basis, offer economic incentive packages that include monetary loans and grants of public money, as well as the provision of personnel and services of the Town, to businesses and entities that the Town Council determines will promote local economic development and stimulate business and commercial activity in the Town in return for verifiable commitments from such businesses or entities to cause specific infrastructure, employment and other public benefits to be made or invested in the Town (the "380 Program"). B. The Partnership is the owner of an approximately 85.9 acre tract in Planned Development PD 1-2 (the "Development"), generally located on the east side of FM 1938, north of Solana Blvd. and south of SH 114. shown on Exhibit `B" attached hereto and referred to herein as "Entrada" C. The Town Council finds and determines that the Development proposed by the Partnership will promote economic development and stimulate business and commercial activity consistent with the 380 Program and that the development will significantly expand the local tax base, enhance the local economy and provide positive growth and additional revenue to Westlake Academy. Resolution 13-17 Page 1 of 17 D. The Town and Partnership agree that this Agreement shall be binding upon the Partnership, its successors and assigns. The Town and Partnership further agree that a "Memorandum of this Agreement" in a form mutually agreeable to the Town and Partnership will be duly recorded in the Real Property Records of Tarrant County, Texas, and shall operate as a covenant running with the land and place third-parties on notice of this Agreement. NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: Section 2. DEFINITIONS In addition to terms defined in the body of this Agreement, the following terms shall have the definitions ascribed to them as follows: Affiliate shall mean all entities, incorporated or otherwise, under common control with, controlled by or controlling the Partnership. For purposes of this definition, "control" means fifty percent (50%) or more of the ownership determined by either value or vote. Condominium shall mean one of a group of housing units where each homeowner owns their individual unit space, and all the dwellings share ownership of areas of common use. Developer shall mean the Partnership and/or its Affiliates. Development shall have the meaning ascribed to it in Section 1. B. Development Agreement shall be a future separate agreement(s) as required by the Town as set out in various portions of this Economic Development Agreement, between the Town and The Partnership, enumerating various infrastructure, traffic signal, and other costs to be borne by The Partnership, or establishing terms for the Town's consideration of placement of any of its public buildings in the Development, or establishing terms and conditions for waiver and/or reduction of parkland dedication fees. Effective Date shall have meaning ascribed to it in Section 3 of this Agreement. Entrada means the mixed use village planned development zoning district depicted in Exhibit B, and described in Section 1.13, consisting of retail, commercial, hotel and entertainment uses and 322 residential units consisting of single family detached homes, townhomes and condominiums with a combined estimated value of $500,000,000. Partnership has the meaning ascribed to it in the preamble of this Agreement. Resolution 13-17 Page 2 of 17 Program Resources means the annual allowable economic development programs, resources, buildings, and efforts, approved and provided solely by the Town, to The Partnership in accordance with this Agreement as part of the Town's 380 Program. These may include, but shall not be limited to provision of economic development incentive tools as allowed by law. Public Improvement District has the meaning ascribed to it in Section 5.3 of the Agreement. Sales Tax Situs has the meaning ascribed to it in Section 5.2.f of this Agreement. Site Plan shall mean a Planned Development Site Plan completed by the Developer in compliance with Section 102-268 of the Town of Westlake Code of Ordinances and adopted by the Town Council. Town Hall shall mean any building or buildings designated by the Town for governmental use associated with the administration and operations of the Town of Westlake. Section 3. AGREEMENT—INCORPORATION OF RECITALS The Town Council has found at a duly-called and legally-noticed public meeting through the adoption of Town Resolution No. 13-17_, attached hereto as Exhibit "C" and hereby made a part of this Agreement for all purposes, and the Town and the Partnership and its Affiliates hereby agree, that the recitals set forth above are incorporated herein and true and correct and form the basis upon which the Parties have entered into this Agreement. Section 4. TERM This Agreement shall be effective as of the date of execution by the Parties (the "Effective Date") and, unless terminated earlier in accordance with this Agreement, shall be effective as long as there are outstanding obligations by either party as contained in this Agreement. Section 5. TOWN AND THE PARTNERSHIP'S OBLIGATIONS AND COMMITMENTS 5.1. Required Improvements - Description of the Mutual Obligations of the Parties. In order to increase and enhance the local tax base and local economy in the Town, and to maximize the economic benefits of the Development, the Partnership intends to construct approximately $500,000,000 in taxable mixed use improvements resulting in increased assessed valuation in PD 1-2. In exchange, the Town will consider the use of Program Resources Resolution 13-17 Page 3 of 17 specifically approved by the Town to consider an application by the Partnership to create of a Public Improvement District ("PID") or other special taxing district allowed by law which will be used to assess properties within the development for public infrastructure and to consider on a case to case basis requests for development incentives including Section 380 agreements to incentivize desirable retail and commercial tenants_ 5.2. Required Improvements - The Partnership's Specific Obligations. (a) In exchange for the Town's consideration of offering Program Resources, the Partnership agrees to pay to the Town the sum of $10,000 for each single deci O:V� if on the approve Site Plan(s) which shall be used for the benefit of the h--�— Westlake Academy. The amount of payment will be calculated by multiplying the number of residential lets ten;+S depicted on each approved Site Plan by$10,000, e on each appmved Site Plan--by—&5-,� which shall be due and payable to the Town prior to the signing of each respective final plat. (b) The Partnership shall pay a portion of the cost of design and construction of a traffic signal at FM 1938/Davis Blvd and Solana Boulevard, which cost shall be described in a future Developer Agreement. Said Development Agreement shall be required as a condition of approval prior to creation of a Public Improvement District or other special taxing district by the Town, and/or prior to filing of any preliminary plat for Entrada. The proportionate share of the cost of the traffic signal at FM 1938/Davis Blvd shall be determined by the Town and will take into consideration the total cost of design, (to be consistent with Town design standards), engineering and construction of the traffic signal, the proportionate share of cost allocated to the Granada residential development within PD 1-3, as well as any unspent funds collected from or owed to the Town by Fidelity Investments (FMR Limited Partnership) for signalization improvements. (c) The Partnership shall conduct an updated Traffic Analysis by a professional traffic engineer, mutually agreeable to the Town and the Partnership, at the Partnership's cost to determine the need for roadway and/or signalization improvements at the intersection of Solana Blvd and the currently unnamed road which shall be the future entrance into Granada and Entrada developments on Solana Boulevard. If additional improvement and or signalization is warranted by the updated Traffic Analysis, the Partnership shall pay Resolution 13-17 Page 4 of 17 100% of the cost of engineering, design, and construction of such improvements as determined by the Town by apportioning said costs between PD 1-3 (Granada) and PD 1-2 (Entrada). The Partnership further agrees to enter into a Development Agreement with the Town prior to filing of any preliminary plat for Entrada that specifically determines these costs and time of payment for them. (d) The Partnership or its agents or assigns approved by the Town shall perpetually maintain all irrigation, landscaping, lighting, medians, streetscaping, public and private open space, sidewalks, trails, water features, and all other public improvements within and bordering the development which are depicted on the approved Site Plan(s) and/or required by the Town's Ordinances, UDC, and/or Subdivision and/or Engineering Standards. All trails, whether built on public right-of- way or Developer's property will be publicly accessible and privately maintained and shall be platted as public access easements. If the Town determines a Development Agreement is necessary to clarify these costs as the Partnership's responsibility, the Partnership further agrees to enter such a Development Agreement with the Town prior to filing of any preliminary plat(s). (e) Solana Boulevard Improvements. The Partnership agrees to pay all costs pertaining to widening of Solana Boulevard adjacent to the south side of its property as shown on the approved concept plan for Entrada (Exhibit B) attached to this Agreement. The Partnership further agrees to enter into a Development Agreement with the Town related to its responsibility for these Solana Boulevard improvement costs prior to filing of any preliminary plat(s). (f) Sales Tax Situs. To the extent allowed by law, the Partnership agrees to pursue, with the Town's support, a sales tax situs agreement in which all non-single family construction contracts and agreements comprising or related to the development within the boundaries of PD 1-2 shall require that the respective contractor(s) enter into a separate contract with the State of Texas for the purpose and intent of sales tax collection on eligible projects comprising or related to the development having a point of sale in the Town in accordance with Comptroller's Sales Tax Rule 34, Texas Administrative Code, Section 3.291 (the "Sales Tax Situs"). Should the Partnership successfully establish a Sales Tax Situs, as described above, the Town agrees to amend this Agreement whereby the Town would grant to the Partnership, as Program Resources, a portion of the sales taxes actually received by the Town directly attributed to PD 1-2. Resolution 13-17 Page 5 of 17 (g) The Partnership shall reimburse the Town for actual costs of legal and/or consulting fees incurred by the Town related to the preparation and review of this Agreement, and all other related documents deemed necessary by the Town related to the Development and such payments are due and payable by the Partnership upon receipt. (h) The Partnership will designate and reserve a site of a size (acreage) deemed appropriate by the Town at a mutually agreeable location on the Final Plat in anticipation of construction of a future Town Hall. The land will remain under the fee simple ownership of the Partnership. The land will remain undeveloped and designated for a Town Hall site for five (5) years commencing on the date of execution of this economic Development Agreement. If after the expiration of the five (5) years, the Town has not entered into an agreement with the Partnership to construct a Town Hall, the reservation of the property for a Town Hall site will be removed and the Partnership shall be allowed to develop the property subject to compliance with all PD 1-2 zoning requirements and development regulations. 5.3. Required Improvements - Town of Westlake Specific Obligations a) In exchange for the Partnership constructing the Development, the Town agrees, as a component of the Program Resources, to consider the establishment of a Public Improvement District ("PID") in compliance with Chapter 372 of the Texas Local Government Code or other special taxing districts or financing mechanisms allowed by law and approved by the Town Council in order to fund public services and improvements approved by the Town within the Development. The schedule and phasing for consideration, and possible creation of the PID, or other special taxing districts or financing mechanisms allowed by law and approved by the Town Council, and determining specific terms of Town participation will be enumerated in an additional economic development agreement(s) submitted for the Council's consideration prior to the approval of a Site Plan. The PID or other special taxing districts or financing mechanisms, if approved by the Town, must be self-sufficient and shall not adversely impact the ordinary service delivery of the Town, except where the Town Council elects to participate in the project's costs. The creation of the PID or other special taxing districts or financing mechanisms which may be considered by the Town shall not create a financial obligation of any kind for the Town unless otherwise agreed by the Town Council Resolution 13-17 Page 6 of 17 (b) The Town will, upon request by the Partnership or its assigns, consider additional economic development incentives, including but not limited to, additional Chapter 380 Agreements on a case by case basis. (c) The Town will consider locating a Town Hall and/or other public buildings in the Development. The schedule and phasing for such public improvements and specific terms of Town participation will be enumerated in a Developer Agreement to be considered by the Town prior to, or after,the Partnership begins construction. (d) The Town will consider via a Development Agreement to eliminate or reduce of park land dedication fees at the time of site plan review. Section 6. DEFAULT, TERMINATION AND FAILURE BY THE PARTNERSHIP TO MEET VARIOUS DEADLINES AND COMMITMENTS. 6.1. Failure to Pay Town Taxes or Fees An event of default shall occur under this Agreement if any legally- imposed Town taxes or fees owed on, or generated by the Development become delinquent and the Partnership or the Affiliate does not either pay such taxes or follow the legal procedures for protest and/or contest of any such taxes. In this event, the Town shall notify the Partnership in writing and the Partnership shall have sixty (60) calendar days to cure such default. If the default has not been fully cured by such time, the Town shall have the right to terminate this Agreement immediately by providing written notice to the Partnership and shall have all other rights and remedies that may be available to it under the law or in equity. 6.2. Violations of Town Code, State or Federal Law An event of default shall occur under this Agreement if any written citation is issued to the Partnership or an Affiliate due to the occurrence of a violation of a material provision of the Town Code in the Development (including, without limitation, any violation of the Town's Building or Fire Codes, and any other Town Code violations related to the environmental condition of the Development, or to matters concerning the public health, safety or welfare) and such citation is not paid or the recipient of such citation does not properly follow the legal procedures for protest and/or contest of any such citation. An event of default shall occur under this Agreement if the Town is notified by a governmental agency or unit with appropriate jurisdiction that the Partnership or an Affiliate, or any successor in interest thereto or any third party with access to the Development pursuant to the express or implied permission of the Resolution 13-17 Page 7 of 17 Partnership or an Affiliate, or any a successor in interest thereto, is in violation of any material state or federal law, rule or regulation on account of the Development, improvements in the Development or any operations thereon (including, without limitation, any violations related to the environmental condition of the Development; the environmental condition on other land or waters which is attributable to operations of the Development; or to matters concerning the public health, safety or welfare). Upon the occurrence of such default, the Town shall notify the Partnership in writing and the Partnership shall have (i) thirty (30) calendar days to cure such default or (ii) if the Partnership has diligently pursued cure of the default but such default is not reasonably curable within thirty (30) calendar days, then such amount of time that the Town reasonably agrees is necessary to cure such default. If the default has not been fully cured by such time, the Town shall have the right to terminate this Agreement immediately by providing written notice to the Partnership and shall have all other rights and remedies that may be available to under the law or in equity. 6.3. General Breach Unless stated elsewhere in this Agreement, the Partnership shall be in default under this Agreement if the Partnership breaches any term or condition of this Agreement. In the event that such breach remains uncured after thirty (30) calendar days following receipt of written notice from the Town referencing this Agreement (or, if the Partnership has diligently and continuously attempted to cure following receipt of such written notice but reasonably requires more than thirty (30) calendar days to cure, then such additional amount of time as is reasonably necessary to effect cure, as determined by both Parties mutually and in good faith), the Town shall have the right to terminate this Agreement immediately by providing written notice to the Partnership. Section 7. NO INDEPENDENT CONTRACTOR OR AGENCY RELATIONSHIP It is expressly understood and agreed that the Partnership shall not operate as an independent contractor or as an agent, representative or employee of the Town. The Partnership shall have the exclusive right to control all details and day-to-day operations relative to its operations and obligations that it is required to perform under the Agreement and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. The Partnership acknowledges that the doctrine of respondeat superior will not apply as between the Town and the Partnership, its officers, agents, servants, employees, contractors, subcontractors, licensees, and invitees. The Partnership further agrees that nothing in this Agreement will be Resolution 13-17 Page 8 of 17 construed as the creation of a partnership or joint enterprise between the Town and the Partnership. Section 8. INDEMNIFICATION THE PARTNERSHIP, AT NO COST OR LIABILITY TO THE TOWN, AGREES TO DEFEND, INDEMNIFY AND HOLD THE TOWN, ITS OFFICERS, ELECTED AND APPOINTED OFFICIALS, AGENTS, ATTORNEYS, SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCL UDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO THE PARTNERSHIP' BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) THE PARTNERSHIP' BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT; OR (ii) ANY ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF THE PARTNERSHIP, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE TOWN, OR ITS EMPLOYEES, OFFICERS, AGENTS, ASSOCIATES, CONTRACTORS OR SUBCONTRACTS), OR SUBCONTRACTORS DUE OR RELATED TO, FROM, OR ARISING FROM OPERATION AND CONDUCT OF ITS OPERATIONS AND OBLIGATIONS OR OTHERWISE TO THE PERFORMANCE OF THIS AGREEMENT. Section 9. NOTICES. All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand delivery: Town: The Partnership American: Town of Westlake �X 7�ur1 Dr.) Nme-y-kcl -n Attn: Town Manager C)&V4(�n 3 Village Circle, #202 1 Z N o rL:"-) 1-3cj E Westlake, Texas 76262 Cd.rCop 4nn --R '15 OOU Resolution 13-17 Page 9 of 17 With Copies to (which shall not constitute notice): Boyle&Lowry,L.L.P. Attn: L. Stanton Lowry 4201 Wingren Dr., Suite 108 Irving, Texas 75062 Section 10. ASSIGNMENT AND SUCCESSORS The Partnership may at any time assign, transfer or otherwise convey any of its rights or obligations under this Agreement to an Affiliate without the approval of the Town so long as The Partnership, the Affiliate and the Town first execute an agreement approved by the Town Council of the Town under which the Affiliate agrees to assume and be bound by all covenants and obligations of The Partnership under this Agreement. Otherwise, The Partnership may not assign, transfer or otherwise convey any of its rights or obligations under this Agreement to any other person or entity without the prior consent of the Town Council, which said consent may be withheld at the Town's sole discretion, conditioned on (i) the prior approval of the assignee or successor and a finding by the Town Council that the proposed assignee or successor is financially capable of meeting the terms and conditions of this Agreement and (ii) prior execution by the proposed assignee or successor of a written agreement with the Town under which the proposed assignee or successor agrees to assume and be bound by all covenants and obligations of The Partnership under this Agreement. Any attempted assignment without the Town Council's prior consent shall constitute a breach and be grounds for termination of this Agreement and following receipt of written notice from the Town to The Partnership. Any lawful assignee or successor in interest of The Partnership of all rights under this Agreement shall be deemed "The Partnership" for all purposes under this Agreement. Section 11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS This Agreement will be subject to all applicable Federal, State and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the Town's codes and ordinances, as amended. Section 12. GOVERNMENTAL POWERS It is understood that by execution of this Agreement, the Town does not waive or surrender any of it governmental powers or immunities that are outside of the terms, obligations, and conditions of this Agreement. Resolution 13-17 Page 10 of 17 Section 13. NO WAIVER The failure of either party to insist upon the performance otany term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. Section 14. VENUE AND JURISDICTION If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. Section 15. NO THIRD PARTY RIGHTS The provisions and conditions of this Agreement are solely for the benefit of the Town and The Partnership, and any lawful assign or successor of The Partnership, and are not intended to create any rights, contractual or otherwise, to any other person or entity. Section 16. FORCE MAJEURE It is expressly understood and agreed by the Parties to this Agreement that if the performance of any obligation hereunder, other than those obligations contained in Sections 5.2.a of this Agreement, is delayed by reason of war, civil commotion, acts of God, inclement weather that prohibits compliance with any portion of this Agreement, or other circumstances which are reasonably beyond the control or knowledge of the party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated or not, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such requirement shall be extended for a period of time equal to the period such party was delayed. Section 17. INTERPRETATION In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Agreement. Resolution 13-17 Page 11 of 17 Section 18. SEVERABILITY CLAUSE. It is hereby declared to be the intention of the Parties that sections, paragraphs, clauses and phrases of this Agreement are severable, and if any phrase, clause, sentence, paragraph or section of this Agreement shall be declared unconstitutional or illegal by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality or illegality shall not affect any of the remaining phrases, clauses, sentences, paragraphs or sections of this Agreement since the same would have been executed by the Parties without the incorporation in this Agreement of any such unconstitutional phrase, clause, sentence, paragraph or section. It is the intent of the Parties to provide the economic incentives contained in this Agreement by all lawful means. Section 19. CAPTIONS Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. Section 20. ENTIRETY OF AGREEMENT This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the Town and The Partnership, and any lawful assign and successor of The Partnership, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. Notwithstanding anything to the contrary herein, this Agreement shall not be amended unless executed in writing by both parties and approved by the Town Council of the Town in an open meeting held in accordance with Chapter 551 of the Texas Government Code. Section 21. COUNTERPARTS This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. Resolution 13-17 Page 12 of 17 EXECUTED as of the last date indicated below: TOWN OF WESTLAKE: MAGUIRE PARTNERS-SOLANA LAND, L.P. By: MMM Ventures, LLC, it general partner By: 2M Ventures, LLC, its manager By: ��04CA By:—, - Thomas E. Bry er Mehrdad Moayedi Town Manager Manager Date: x//22/2013 Date: APPROVED AS 'QI�ORM EGALITY: -�°'1 f l f. r By: L. t&Low Town AttorneyY J / ` Resolution 13-17 Page 13 of 17 EXHIBITS "A"—Town of Westlake Resolution No. 06-19 "B"—Entrada subdivision boundary description and concept plan map "C" - Town of Westlake Resolution No. 13-17 Resolution 13-17 Page 14 of 25 "A"— Town of Westlake Resolution No. 06-19 TOWN OF WESTLAKE RESOLUTION NO.06-19 A RESOLUTION OF THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS,ADOPTING AN ECONOMIC DEVELOPMENT INCENTIVE POLICY. WHEREAS, the Town of Westlake, Texas, relies upon the generation of Sales and Use Taxes for basic city operations;and WHEREAS,the Town of Westlake aggressively pursues sales tax producing enterprises that meet the Town's high development standards;and WHEREAS. Chapter 312 of the Texas Tax Code requires that guidelines and criteria be adopted by the Board of Aldermen before entering into any Economic Development Agreement that provides reimbursement of taxes;and WHEREAS, Chapter 380 of the Texas .Local Government Code allows the Board of Aldermen to create policies for economic development and any related grants or incentives. NOW,THF,REFORF.,BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE,TEXAS: SECTION 1: The above findings are hereby found to be true and correct and are incorporated herein in its entirety. SECTION 2: The Board of Aldermen of the Town of Westlake, Texas, adopts the attached Exhibit A, To,,vn of Westlake Economic Development Incentive Policy and directs the Town Manager to immediately submit an Economic Development Agreement to the Board of Aldermen consistent with the terms of this policy. PASSED AND APPROVED ON THIS 8th DAY OF MAY.2006, ATTEST: Scott Brad ey,Mayor ' an D w-innell,To•.im Secretary Trent O.Petty,T n Manager APPRO ' " F RM: L. -ton to � o Attorney Resolution 13-17 Page 15 of 25 EXHIBIT A Town of Westlake Economic Development Incentive Policy Section 1. General Purpose and Objectives The Town of Westlake, "Texas, ("rown"}is committed to the promotion and retention of high quality development in all parts of the Town as part of an overall effort to improve the quality of life for its residents. Since these objectives can be served, in part, by the expansion of its commercial business, retail, and mixed use base; the Town will, on a case-by-case basis, give consideration to providing tax abatements, economic development grants, loans, and other incentives (collectively referred to as "Incentives") as may be allowed by law as stimulation for selected economic development within the community. It is the policy of the Town that consideration will be provided in accordance with the criteria set forth in this document. Nothing within this policy shall imply or suggest that the Town is under any obligation to provide Incentives to any applicant. All applicants("Applicants')for any Incentives shall be considered on a case- by-case basis. Section I1. Applicability This Economic Development Incentive Policy (the "Policy') establishes guidelines and criteria for Incentives as allowed for by the provisions of Chapter 312 of the Texas Tax Code,and other economic grants,loans,or incentives as authorized by Chapter 380 of the Texas Local Government Code, the Development Corporation Act, Article 5190.6, Tex. Rev. Civ. Stat., Article III, Section 52-a of the "Texas Constitution,and other applicable laws. Any Incentive approved by the'Town's Board of Aldermen("Board of Aldermen') pursuant to the Policy must be memorialized in an agreement to be executed and approved by the Town and applicant(the"incentive Agreement"). Section III. Tax Abatement Criteria A. Any application for tax abatement shall be reviewed and approved or disapproved by the Board of Aldermen and, if applicable, consider the recommendations of the Westlake Development Corporation and/or the Westlake 4A Corporation. In general,the application will be considered based upon the following: • The'value added'to the community by the Applicant's proposed project; • The likelihood of the development of the proposed project without abatements; • The comparison of the use of abatements versus the use of other potential incentives. Resolution 13-17 Page 16 of 25 B. Specific considerations for approving tax abatement applications will be based upon the degree to which the proposed project: • Furthers the goals and objectives of the Towm as expressed in the Town's Comprehensive Plan, Planned Development District Ordinances, and infrastructure plans; • Impacts the Town's costs and ability to provide municipal services; • Impacts the local environment, housing market.and available infrastructure; • Offers potential fbr long term payback in tax and'or other revenues for the Town's investment; • Potentially stimulates other desirable economic development within the Town. C. Term of the Abatement—A tax abatement may be granted for a maximum of ten years_ The term of the abatement may be granted for a lesser number of years depending upon the anticipated`value added' to the Town. Section 1V. Value of the Project The amount of the Incentive will be determined by the Board of Aldermen based upon the merits of the economic development project(the"Project"),including,but not limited to,the factors referenced in paragraph II1. B.(above)and the following specific economic considerations: • total capital investment; • added employment; • generation of other tax revenues. Incentives may be granted only for the additional value of eligible property improvements described in the Project and listed in the executed tax abatement agreement. Target thresholds are established as expected qualifying levels for abatement consideration as indicated in paragraphs A and B as follows: A. For New Businesses or Development - The Project must be reasonably expected to produce an added value of five million dollars ($5,000,000) in real and personal property improvements within the Town of Westlake;or to create a minimum of 200 full- time jobs,or to generate annual sales tax revenues to the Town of at least$100,000. B. For Expansion or Modernization of Existing Businesses or Development — The Project must be reasonably expected to produce an added value of two million dollars ($2,000,000)in real and personal property improvements within the Town,or to create a minimum of 100 full time jobs, or to generate additional annual sales tax revenues to the Town of at least$50.000. Section V. Inspection,Verification and Incentive-Modification The terms of an Incentive Agreement shall include the Town's right to: Resolution 13-17 Page 17 of 25 (a) require the submission of an annual certification of compliance for the property receiving an Incentive; (b) conduct an on-site inspection of the project in each year during the life of the Incentive to verify compliance with the terms of the Agreement and the Policy; and (c) reduce or eliminate the Incentive if the applicant has failed to comply with the requirements of the Incentive Agreement. Section VI. Evaluation Upon completion of the Project, the Town shall no less than annually evaluate each Project receiving an abatement to insure compliance with the terms of the agreement. Any incidents of non-compliance will be reported to all affected taxing units. Section VII. Severability and Limitation In the event that any section, clause, sentence,paragraph or any part of this Policy shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid, such invalidity shall not affect, impair, or invalidate the remainder of the guidelines and criteria in this Policy. Section VH1. Expiration and Modification This Policy is effective upon the date of its adoption and will remain in force for two years, at which time Incentive Agreements created pursuant to its provisions will be reviewed by the Board of Aldermen to determine whether the objectives of the Policy are being achieved. Based upon that review, this Policy may be modified, renewed or eliminated. however,any Incentive Contracts created pursuant to this Policy will remain in effect according to their respective terms without regard to any change to this Policy unless mutually agreed by the parties. Section IX. Economic Development Grants,Loans,and Other Incentives A. Any application for economic development grants, loans, and other incentives shall be reviewed and approved or disapproved by the Board of Aldermen. In the review process, the Board of Aldermen will, if applicable, consider the recommendations of the Westlake Development Corporation and/or the Westlake 4A Corporation. Any such economic development grants, loans, and other incentives may come from any one or combination of the following: • Grants or leans as authorized by Chapter 380 of the Texas Local Government Code; • The general Sales and Use taxes of the Town; • Sales and Use taxes collected pursuant to section 4A and/or 4B of Article 5190.6,Tex. Rev. Civ. Stat.;and/or Resolution 13-17 Page 18 of 25 Any other lawful source of revenue of the'Town including,but not limited to, bond or other debt financing which further the purpose of economic development. B. To be eligible to apply and qualify for consideration of any grants; loans, and other incentives under this Section, the applicant must submit documentation, and enter into an Incentive Agreement, which indicates the specific details of the Project and compliance with the Policy. Resolution 13-17 Page 19 of 25 "B" —Entrada Boundary Description Vicinity Map and Concept Plan- LEGAL DESCRIPTION EXHIBIT 1 Legal Description ofPD1-2 District 85.90 Acres BEING a tract of land situated in the C.M. Throop Survey, Abstract No. 1510, the W. Medlin Survey, Abstract No. 1958, the William Pea Survey, Abstract No. 1246 and the Joseph Henry Survey, Abstract No. 742, Tarrant County, Texas and being a portion of Tract 2 as described in the Special Warranty Deed to MAGUIRE PARTNERS — SOLANA LAND, L.P. as recorded in Volume 16858, Page 176 of the Deed Records of Tarrant County, Texas and being more particularly described as follows: BEGINNING at a 5/8 inch iron rod found with"Huitt-Zollars"cap at the southwest corner of Lot 2, Block 1, Westlake/Southlake Park Addition No. 1, an addition to the Town of Westlake, Texas as recorded in Volume 388-214, Page 78 of the Plat Records of Tarrant County, Texas, being on the northeasterly right-of-way line of Kirkwood Boulevard, a variable width right-of-way as dedicated by said Westlake/Southlake Park Addition No. 1 and being the beginning of a non- tangent curve to the left having a central angle of 9 degrees 13 minutes 11 seconds, a radius of 1428.00 feet and being subtended by a chord which bears North 47 degrees 49 minutes 50 seconds West a distance of 229.54 feet; THENCE along the northeasterly right-of-way line of Kirkwood Boulevard, a variable with right- of-way, as described in Dedication Deed to the Town of Westlake as recorded under instrument No. D208427746,Deed Records of Tarrant County, Texas the following: Along said curve to the left an arc distance of 229.79 feet to a %inch rod found with Graham cap at the end of said curve; North 52 degrees 30 minutes 14 seconds west a distance of 32.60 feet to % inch iron rod found with Graham cup beginning of a curve to the right having a central angle of 18 degrees 54 minutes 48 seconds, a radius of 612.00 feet and being subtended by a chord which bears North 43 degrees 02 minutes 03 seconds West a distance of 201.11 feet; Along said curve to the right an arc distance of 202.02 feet to a lh inch iron rod found with Graham cap at the beginning of a compound curve to the right having a central angle of 24 degrees 06 minutes 47 seconds, a radius of 812.00 feet and being subtended by a chord which bears North 21 degrees 32 minutes 03 seconds West a distance of 339.22 feet; Along said curve to the right an are distance of 341.73 feet to a%2 inch iron rod found with Graham cap at the end of a said curve; North 09 degrees 28 minutes 39 seconds West a distance of 132.24 feet to a%inch iron rod found with Graham cap at the beginning of a curve to the left having a central angle of 45 degrees 43 minutes 19 seconds, a radius of 708.00 feet and being subtended by a chord which bears North 32 degrees 20 minutes 19 seconds West a distance of 550.11 feet; Along said curve to the left an arc distance of 564.98 feet to a %inch iron rod found with Graham cap at the end of said curve; Resolution 13-17 Page 20 of 25 North 55 degrees 11 minutes 58 seconds West a distance of 190.50 feet to a%2 inch iron rod found with Graham cap; North 08 degrees 56 minutes 27 seconds West a distance off 21.41 feet to a %2 inch iron rod found with Graham cap on the easterly right-of-way line of Precinct Line Road, a variable width right- of-way, as described in Dedication Deed to Town of Westlake as recorded under Instrument No. D208427746,Deed Records of Tarrant County, Texas and being the beginning of a non-tangent curve to the left having a central angle of 16 degrees 09 minutes 21 seconds, a radius of 1,432.50 feet and being subtended by a chord which bears North 27 degrees 07 minutes 42 seconds East a distance of 402.59 feet; THENCE along the easterly right-of-way line of Precinct Line Road, the following; Along said curve to the left an arc distance of 403.92 feet to a %2 inch iron rod found with Graham cap at the end of said curve; North 18 degrees 47 minutes 24 seconds East a distance of 185.36 feet to a%2 inch iron rod found with Graham cap; North 17 degrees 03 minutes 03 seconds East a distance of 322.64 feet to a %2 inch iron rod found on the southerly right-of-way line of State Highway 114(a variable width ROW); THENCE along the southerly right-of-way line of State Highway 114, the following; North 60 degrees 06 minutes 26 seconds East a distance of 44.54 feet to a Texas Department of Transportation brass disk in concrete found; South 71 degrees 03 minutes 32 seconds East a distance of 254.55 feet to a point for corner from which a Texas Department of Transportation brass disk in concrete found bears North 10 degrees 48 minutes 28 seconds West a distance of 0.43 feet; South 77 degrees 26 minutes 06 seconds East a distance of 746.74 feet to a Texas Department of Transportation brass disk in concrete found; South 71 degrees 03 minutes 31 seconds East a distance of 1443.85 feet to a Texas Department of Transportation brass disk in concrete found; South 62 degrees 34 minutes 19 seconds East a distance of 404.34 feet to a Texas Department of Transportation brass disk in concrete found at the beginning of a curve to the right having a central angle of 08 degrees 19 minutes 09 seconds, a radius of 2,709.79 feet and being subtended by a chord which bears South 58 degrees 24 minutes 45 seconds East a distance of 3 93.11 feet; Along said curve to the right an arc distance of 393.45 feet to a Texas Department of Transportation brass disk in concrete found; South 54 degrees 15 minutes 11 seconds East a distance of 399.24 feet to a Texas Department of Transportation brass disk in concrete found; South 64 degrees 19 minutes 50 seconds East a distance of 56.55 feet to a 5/8 inch iron rod found with"Huitt-Zollars"cap at the beginning of a non-tangent curve to the right having a central angle of 02 degrees 13 minutes 56 seconds, a radius of 2,754.79 feet and being subtended by a chord which bears South 43 degrees 17 minutes 37 seconds East a distance of 107.32 feet; Resolution 13-17 Page 21 of 25 Along said curve to the right n arc distance of 107.33 feet to a %2 inch rod found with"Huitt- Zollars"cap for the northeast corner of Lot 1, Block 1, of the aforementioned Westlake/Southlake Park Addition No. 1; THENCE departing the southerly right-of-way line of State Highway 114,North 90 degrees 00 minutes 00 seconds west along the north line of said Lot 1,Block 1, a distance of 2,132.54 feet to a 5/8 inch iron rod with"Carter-Burgess"cap found for the northwest corner of said Lot 2,Block 1,Westlake/Southlake Park Addition No. 1; THENCE South 52 degrees 00 minutes 00 seconds West along the northwesterly line said Lot 2, Block 1, a distance of 1000.00 feet to a 5/8 inch iron rod with"Carter&Burgess"cap found at an angle point in the west line of Lot 2, Block 1; THENCE along the west line of said Lot 2, Block 1, South 00 degrees 00 minutes 00 seconds East a distance of 168.55 feet to the POINT OF BEGINNING and containing 85.90 acres of land, more or less. Resolution 13-17 Page 22 of 25 Exhibit A-1 ��s+ ga IVII \ 1 r "X-I t Resolution 13-17 Page 23 of 25 --.-- -fit ,r Y t I t r c IL �� - MARY LOUISE GARCIA COUNTY CLERK • }_ ' 100 West Weatherford Fort Worth, TX 76196-0401 PHONE (817) 884-1195 TOWN OF WESTLAKE 3 VILLAGE CIRCLE #202 ROANOKE, TX 76262 Submitter: TOWN OF WESTLAKE DO NOT DESTROY WARNING - THIS IS PART OF THE OFFICIAL RECORD. Filed For Registration: 5/24/2013 10:46 AM Instrument#: D213132119 OPR 27 PGS $116.00 By: D213132119 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.