Loading...
Res 17-29 Approving an Economic Development Agreement with the Vaquero Club TOWN OF WESTLAKE RESOLUTION 17-29 A RESOLUTION BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS,APPROVING AN ECONOMIC DEVELOPMENT PROGRAM AGREEMENT, PURSUANT TO CHAPTER 380 OF THE TEXAS LOCAL GOVERNMENT CODE, WITH VAQUERO CLUB,INC.,A TEXAS CORPORATION. WHEREAS, the Town is a duly created and validly existing Type A General Law Municipality, created under the laws of the State of Texas, including particularly, but not by way of limitation, Chapter 51, Texas Local Government Code ("LGC"); and WHEREAS, the Town of Westlake has experienced and is experiencing planned growth through the attraction of economic development projects such as Fidelity Investments, Deloitte University, Charles Schwab Corporation, as well as residential developments such as Vaquero, Glenwyck Farms, Terra Bella, Granada, Quail Hollow, 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 the Vaquero Club, Inc. (the Club), a Texas corporation, desire to enter a partnership to continue this planned growth through an Economic Development Agreement (Agreement) which sets out responsibilities for the Club and the Town as it relates to the development in Westlake: and, WHEREAS, the Town's Economic Development Policy and the Tax Abatement Policy constitute appropriate guidelines and criteria governing economic development agreements to be entered by the Town as contemplated by Chapter 378 and Chapter 380 of the LGC and Chapter 312 of the Tax Code, providing for the availability of economic incentives for new facilities and structures; and WHEREAS, the Club, as the owner of land located within the Town, intends invest over $9 million in additions and refurbishment of its facilities (Required Improvements) on its Land (as defined herein in the Agreement), and the investment and construction on such Land is expected to enhance the economic base of the Town; and WHEREAS, the Constitution and laws of the State of Texas, including, but not by way of limitation, Chapter 378 and Chapter 380 of the LGC, Chapter 312 of the Tax Code and the Texas Constitution, authorize the Town to enter into economic development agreements with corporations like the Vaquero Club, Inc.; and WHEREAS, the Town has an economic development policy adopted by Resolution 16- 30; and WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the citizens of Westlake. Resolution 17-29 Page 1 of 2 NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE,TEXAS: SECTION l: 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 this Economic Development Program Agreement with the Club attached hereto as Exhibit "A"; and further authorizes the Town Manager to execute said agreement and pursue any necessary procedures on behalf of the Town of Westlake. 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 provision ns 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 191h DAY OF JUNE,2017. Laura Wheat, Mayor ATTEST: rC KeW Edwar , Town Secretary OF WES homas E. Brymer, n Manager APPROVED AS TO FORM: rE X PPs Stamwry, Town itorney I Resolution 17-29 Page 2 of 2 ECONOMIC DEVELOPMENT PROGRAM AGREEMENT This ECONOMIC DEVELOPMENT PROGRAM AGREEMENT ("Agreement") is entered by and between the TOWN OF WESTLAKE, TEXAS (the "Town"), a general law municipal corporation organized under the laws of the State of Texas, and the VAQUERO CLUB, INC. ("Club"), a Texas corporation. The Town and the Club are collectively referred to as the ("Parties"). RECITALS The Town and the Club hereby agree that the following statements are true and correct and constitute the basis upon which the Town and the Club have entered this Agreement: A. The Club owns buildings, equipment, personal property, and real property in Westlake, Texas located at 2300 Vaquero Club Drive, Westlake, Texas, and further described as the Vaquero Country Club (the "Land"). The Club has caused improvements to the land which include a complete remodel and addition to their existing club buildings, including, but not limited to: new interior/exterior finish out, electrical, plumbing, HVAC, as well as a building addition of approximately 12,000 sq. ft. to the main clubhouse building footprint making the new main club house' square aggregate footage 41, 764 with said remodeling and new construction having a declared valuation of $9,470,000 (the "Required Improvements") all located on the Land. Further, the Club currently owns and operates a restaurant, retail store, and meeting facility on the Land. The Required Improvements to the Land will provide a valuable catalyst for additional sales tax and mixed beverage tax revenue to the Town from the Club as well as enhance property values in the Town. B. To maximize the economic benefits that the Required Improvements can bring to the Town, the Town and the Club desire to enter this Agreement. C. In accordance with Resolution No. 16-30, adopted by the Town Council on August 20,2016, attached hereto as Exhibit"A" and hereby made a part of this Agreement for all purposes, 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 authorized by Chapter 380 of the Texas Local Government Code, Article III, Section 52-a of the Texas Constitution, and other applicable laws, 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 state or 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 11380 Program"). Economic Development Program Agreement Resolution 17-29 Page I of 14 D. The Town Council has determined that by entering this Agreement, the potential economic benefits that will accrue to the Town under the terms and conditions of this Agreement are consistent with the Town's economic development objectives and the 380 Program and that construction,reconstruction and remodeling and continuous operation of the Required Improvements will further the goals for growth in the Town. In addition, the Town Council has determined that the 380 Program is an appropriate means to achieve the construction, reconstruction and remodeling and continuous operation of the Required Improvements, which the Town Council has determined are necessary and desirable, and that the potential economic benefits that will accrue to the Town pursuant to the terms and conditions of this Agreement are consistent with the Town's economic development objectives as outlined in the 380 Program. This Agreement is authorized by Chapter 380 of the Texas Local Government Code and the 380 Program. 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: AGREEMENT 1. INCORPORATION OF RECITALS. The Town Council has found at a duly-called and legally-noticed public meeting through the adoption of Town Resolution No. 17-29 attached and hereby made a part of this Agreement for all purposes, and the Town and Vaquero Club, Inc. ("Club"), 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 this Agreement. 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: 380 Program has the meaning ascribed to it in Recital C. Club Affiliate means all entities, incorporated or otherwise, under common control with, controlled by, or controlling Vaquero Club, Inc. (the Club). For purposes of this definition, "control" means fifty percent (50%) or more of the ownership determined by either value or vote. Town Affiliate means any entity or corporation created by the Town of Westlake by the Westlake Town Council which is involved with fund raising or activities associated with the Town's charter school, Westlake Academy. Base Value means the estimated appraised value of the Land as of the Effective Date which, for the purposes of this Agreement, shall be the Official Appraised Value of the Land by the Tarrant County Appraisal District as of January 1,2017l�us,at a minimum, Economic Development Program Agreement Resolution 17-29 Page 2 of 14 any additional value added to this appraised value after the construction of the Required Improvements or added by market appreciation. Completion Date. The date by which the Town and the Club both agree that the Program Grant of$112,790.46 has been fully utilized by Event Credits. Event Credit means a credit against the $112,790.46 fee waiver grant provided by the Town with said event credits being established under Exhibit B to this Agreement. Effective Date has the meaning ascribed to it in Section 3. Increased Value means the annual increase in Official Appraised Value of the Land, including the Required Improvements to the Land, over and above the Base Value defined in this Agreement as determined by the Tarrant County Appraisal District. Land has the meaning ascribed to it in Recital A. Official Appraised Value shall mean the actual appraised value in any given year for the Land as determined by the Tarrant County Appraisal District. Program Grants means the economic development grant provided by the Town to the Club in the form of Town permit fees in the amount of$112,790.46 waived by the Town to the Club for the Required Improvements to the Land as part of the Town's 380 Program. This Program Grant is offered in exchange for the Club making its facilities located on the Land available to the Town of Westlake or one of its official affiliate organizations for fund raising events with said offering of said Land facilities having a value of$112,790.46. Program Source Funds means the amount of$112,790.46 of Town funds normally collected by the Town in the form of fees for permits required by the Town for the Required Improvements to the Land, that are being waived by the Town per the terms of this Agreement for inclusion in a Program Grant that is granted in the Program Year, as further described herein. Program Year means a calendar year in which the Town waived required permit fees of$112,790.46 for the Required Improvements on the Land pursuant to this Agreement, beginning with the first full calendar year as described herein (Program Year 1), are made available to the Town in the form of credit toward use by the Town or its official affiliate. of the Club's facilities on the Land for fund raising events. Program Years will continue as long as there is any unused portion of this fee waiver remaining. Records has the meaning ascribed to it in Section 4.3. Required Improvements has the meaning ascribed to it in Recital A. Term has the meaning ascribed to it in Section 3. Economic Development Program Agreement Resolution 17-29 Page 3 of 14 Twelve-Month Period means the period between January 1 of a given year and December 31 of that year. 3. 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 expire on the date as on which the Town has utilized the full amount of Event Credits as described in this Agreement. 4. CLUB'S OBLIGATIONS, GOALS AND COMMITMENTS. 4.1. Continuous Operation and Appraised Value As a requirement to receive the Program Grant, the Club will not protest the appraised value during the period beginning with the completion of the Required Improvements and the expiration of the Agreement,as along as the appraised value determined by the Tarrant County Appraisal District for all real and personal property is $5,500,000 minimum. However, said minimum appraised value guarantee, and the provisions in this Agreement pertaining to the minimum appraised value guarantee, no longer apply when the Event Credit balance goes below$5,000.00. 4.2. Reports and Audits. The Town will have the right throughout the Term to audit, with reasonable notice the financial and business records of the Club that relate to the Required Improvements and the Land any other documents necessary to evaluate the Club's compliance with this Agreement or with the goals set forth in this Agreement (collectively "Records"). The Club shall make all Records available during normal business hours to the Town on the Land or at another location in the Town acceptable to both parties, and shall otherwise cooperate fully with the Town during any audit. The Club will also furnish on a quarterly calendar basis on the uses and amounts of Event Credits granted credited against the Program grant of$112,790.46. Further, the Town may request of the Club, with reasonable notice, periodic reports as it may deem necessary at intervals greater than on a calendar quarterly basis regarding use of the Program Grant and the Event Credits. 4.3 Availability of the Land by the Club for Town Fund Raising Events The Club shall make its facilities located on the Land available to the Town of Westlake or its official Town Affiliate organizations for fund raising events with said offering of said Land and its facilities for fund raising Economic Development Program Agreement Resolution 17-29 Page 4 of 14 events having a value of $112,790.46. Scheduling of the use of Club facilities for said fund raising events shall be mutually agreed upon by the Parties to this Agreement or their designate(s). Utilization of the $112,790.46 event credit offered as the Program Grant by the Town shall be per the Club's fee schedules attached this Agreement as Exhibit B. The Club shall keep an on-going record of all Club related fees charged against this $112, 490 Event Credit. 4.4. Deadline for Payments, Source of Funds, and Code/Ordinance Compliance. The waiver of permit fees for the Club is associated solely with the Required Improvements, all of which are to be made no later than December 31,2018. Said permit fee waiver in no way removes the requirement for the Club to comply with all Town codes and ordinances that said permits are intended to enforce. 5. TOWN OBLIGATIONS. 5.1. Program Grants. 5.2.1. Amount of Grant. In exchange for the Club executing the Required Improvements on the Land as described in Recital A and offering said facilities on said Land for the uses described under Club's Obligations in Section 4 of this Agreement, the Town will provide to the Club a grant in the form of permit fee waiver to exceed $112, 790.46. Said permit fee waiver in no way removes the requirement for the Club to comply with all Town codes and ordinances that said permits are intended to enforce. 5.2.1. Services Received by Town in Exchange for Grant. The Town will receive services and utilization of Club facilities as described on the Land in Recital A not be less than a value of$11.2, 790.46 and be charged per the fee schedules shown in attached Exhibit B. Economic Development Program Agreement Resolution 17-29 Page 5 of 14 6. DEFAULT, TERMINATION AND FAILURE BY THE CLUB TO MEET VARIOUS DEADLINES AND COMMITMENTS. 6.1. Continuous Operation. Following the Completion Date, if the Club fails to continuously directly operate a restaurant, retail operation and event center on the Land, the Town shall have the right to terminate this Agreement. 6.2. Failure to Pay Town Taxes. An event of default shall occur under this Agreement if any legally-imposed Town taxes owed on the Land by the Club or a Club Affiliate or arising because the Club's or a Club Affiliate's operations on the Land become delinquent and the Club or the Club 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 Club in writing and the Club 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 Club and shall have all other rights and remedies that may be available to it under the law or in equity. 6.4. 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 Club or an Club Affiliate due to the occurrence of a violation of a material provision of the Town Code on the Land or on or within any improvements thereon(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 Land;the environmental condition of other land or waters which is attributable to operations on the Land; 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 Club or a Club Affiliate,or any successor in interest thereto, any third party with access to the Land pursuant to the express or implied permission of the Club or a Club Affiliate, or any successor in interest thereto,or the Town(on account of the Required Improvements or the act or omission of any party other than the Town on or after the effective date of this Agreement) is in violation of any material state or federal law, rule or regulation on account of the Land, improvements on the Land or any operations thereon (including, without limitation, any violations related to the environmental condition of the Land; the environmental condition of other land or waters which is attributable to operations on the Land; or to matters concerning the public health, safety or welfare). Upon the occurrence of such default described in this Section 6.4, the Town shall notify the Club in writing and the Club shall have (i) thirty (30) Economic Development Program Agreement Resolution 17-29 Page 6 of 14 calendar days to cure such default or (ii) if the Club has diligently pursued cure of the default but such default is not reasonably curable within thirty (30) calendar days, then such additional amount of time as is reasonably necessary to effect cure, as reasonably determined by both parties in good faith. 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 Club and shall have all other rights and remedies that may be available to under the law or in equity. 6.5. Knowing Employment of Undocumented Workers. The Club acknowledges that effective September 1, 2007, the Town is required to comply with Chapter 2264 of the Texas Government Code, enacted by House Bill 1196 (80th Texas Legislature), which relates to restrictions on the use of certain public subsidies. The Club hereby certifies that the Club, and any branches, divisions, or departments of the Club, does not and will not knowingly employ an undocumented worker, as that term is defined by Section 2264.401(4) of the Teras Government Code. In the event that the Club, or any branch, division, or department of the Club, is convicted of a violation under 8 U.S.C. Section 1324A(/) (relating to federal criminal penalties and injunctions for a pattern or practice of employing unauthorized aliens)for actions occurring on the Land: • if such conviction occurs during the Term of this Agreement, this Agreement shall terminate contemporaneously upon such conviction (The Town's termination right is subject to any appellate rights that may lawfully be available to and exercised by the Club, and will be tolled pending the outcome of any appellate rights exercised by the Club and the Club shall repay, within three hundred(300)calendar days following receipt of written demand from the Town, the aggregate amount of the Program Grant received by the Club hereunder for the prior two (2) Twelve-Month Periods, if any,plus Simple Interest at a rate of four percent(4%)per annum;or • if such conviction occurs after expiration or termination of this Agreement, subject to any appellate rights that may lawfully be available to and exercised by the Club,and tolled pending the outcome of any appellate rights exercised by the Club, the Club shall repay, within three Hundred (300) calendar days following receipt of written demand from the Town, the aggregate amount of the Program Grant received by the Club hereunderfor the prior two(2) Twelve Month Periods,if any,plus Simple Interest at a rate of four percent(4%)per annum. For the purposes of Section 6.5, "Simple Interest" is defined as a rate of interest applied to the aggregate amount of the Program Grants. This Section 6.5 does not apply to convictions of any subsidiary or Club Affiliate entity of the Club,by any franchisees or licensees of the Club,or by a person or entity Economic Development Program Agreement Resolution 17-29 Page 7 of 14 with whom the Club contracts. Notwithstanding anything to the contrary herein, this Section 6.5 shall survive the expiration or termination of this Agreement. 6.6. Failure to Submit Reports. Without limiting the application of Section 6.7, if the Club fails to submit any report required by and in accordance with Section 4.3,the Town's obligation to pay any Program Grants at the time, if any, shall be suspended until the Club has provided all required reports. 6.7. General Breach. Unless stated elsewhere in this Agreement,the Club shall be in default under this Agreement if the Club breaches any term or condition of this Agreement. In the event that such breach remains uncured after thirty (3 0) calendar days following receipt of written notice from the Town referencing this Agreement (or, if the Club 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 Club. 7. NO INDEPENDENT CONTRACTOR OR AGENCY RELATIONSHIP. It is expressly understood and agreed that the Club shall not operate as an independent contractor or as an agent, representative or employee of the Town. The Club shall have the exclusive right to control all details and day-to-day operations relative to the Required Improvements, Land, and any improvements thereon and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. The Club acknowledges that the doctrine of respondeat superior will not apply as between the Town and the Club, its officers, agents, servants, employees, contractors, subcontractors, licensees, and invitees. The Club further agrees that nothing in this Agreement will be construed as the creation of a partnership or joint enterprise between the Town and the Club. 8. INDEMNIFICATION. THE CLUB, AT NO COST TO THE TOWN, AGREES TO DEFEND, INDEMNIFY AND HOLD THE TOWN,ITS OFFICERS,AGENTS,SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO THE CLUB'S BUSINESSANDANYRESULTING LOST PROFITS)AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO,ARISE OUT OF OR BE OCCASIONED BY(i) THE CLUB'S BREACH Economic Development Program Agreement Resolution 17-29 Page 8 of 14 OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT; OR (ii) ANY ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF THE CLUB, 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 OR ARISING FROM THE REQUIRED IMPROVEMENTS AND ANY OPERATIONS AND ACTIVITIES ON THE LAND OR OTHERWISE TO THE PERFORMANCE OF THIS AGREEMENT 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 Vaquero Club: Town of Westlake The Vaquero Club, Inc. Attn: Town Administrator General Manager/Chief Operating Officer Thomas E. Brymer 2300 Vaquero Club Drive 1301 Solana Blvd., Building4, Suite 4202 Westlake, TX 76262 Westlake,TX 76262 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 10. ASSIGNMENT AND SUCCESSORS. The Club may at any time assign, transfer or otherwise convey any of its rights or obligations under this Agreement to a Club Affiliate without the approval of the Town so long as the Club, the Club Affiliate, and the Town first execute an agreement under which the Club Affiliate agrees to assume and be bound by all covenants and obligations of the Club under this Agreement. The Club may also assign its rights and obligations under this Agreement to a financial institution or other lender for purposes of granting a security interest in the Required Improvements and/or Land, if such financial institution or other lender first executes a written agreement with the Town governing the rights and obligations of the Town, the Club and the financial institution or other lender with respect to such security interest. Otherwise, the Club 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 Economic Development Program Agreement Resolution 17-29 Page 9 of 14 consent of the Town Council,which consent shall not be unreasonably withheld, 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 Club 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. Any lawful assignee or successor in interest of the Club of all rights under this Agreement shall be deemed "Club" for all purposes under this Agreement, and the assignor shall thereafter have no further duty, liability or obligation under this Agreement. 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, rules and regulations, and ordinances, as amended. 12. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement, the Town does not waive or surrender any of its governmental powers or immunities that are outside of the terms, obligations, and conditions of this Agreement. 13. NO WAIVER. The failure of either party to insist upon the performance of any 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. 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 Eastern District of Texas.. This Agreement shall be construed in accordance with the laws of the State of Texas. 15. NO THIRD PARTY RIGHTS. The provisions and conditions of this Agreement are solely for the benefit of the Town and the Club, and any lawful assign or successor of the Club, and are not intended to create any rights, contractual or otherwise, to any other person or entity. Economic Development Program Agreement Resolution 17-29 Page 10 of 14 16. FORCE MAJEURE. It is expressly understood and agreed by the Parties to this Agreement that if the performance of any obligations hereunder(other than the payment of money) is delayed by reason of war, civil commotion, acts of God, inclement weather, 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. 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. 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. 19. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 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 Club, and any lawful assign and successor of the Club, 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. Economic Development Program Agreement Resolution 17-29 Page 11 of 14 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. EXECUTED as of the last date indicated below: TOWN: The Vaquero Club: By: - "� By Thomas E. Brym own Manager Tony D on General Manager/Chief Operating Officer The Vaquero Club Date: 1 Date: / - APPROVED AS TO FORM AND LEGALITY: By: �a a L. S ` ton Lowry Town Attorney EXHIBITS "A"–Westlake Resolution No. 16-30 [Note–the Resolution adopting a 380 program] "B"–Club Fee Schedule Used for Calculating Event Credits Economic Development Program Agreement Resolution 17-29 Page 12 of 14 EXHIBIT "A" Westlake Resolution No. 16-30 [Note—the Resolution adopting a 380 program] Economic Development Program Agreement Resolution 17-29 Page 13 of 14 EXHIBIT B- CLUB FEE SCHEDULE USED FOR CALCULATING EVENT CREDITS v6Lqe4. > Schedule of Proposed Charges for the Town of Westlake Update: June 9, 2017 Full Club Usage Fee — Entire Day (Monday Only) Day Long Event $1oo,000 Inclusive *Includes Golf and Food&Beverage for up to 144 Players Includes all Tax and Gratuity Golf& Tennis Fees Golf Round 1$ Holes $loo per person Range Short Course Fee $5o per person Tennis — Clinic & Round Robin $20 per person Food & Beverage Food & Beverage At Menu Price plus applicable Gratuity Rentals Passed thru at Cost Service Staff Billed at Time and a Half plus burden Valet Staff and Professional Providers Passed thru at Cost All proposed charges are subject to change from time to time & to all applicable Federal, State &Local taxes. Please inquire directly to the Vaquero Club at (817) 379-4555 with additional questions. Economic Development Program Agreement Resolution 17-29 Page 14 of 14 �� �esolio� ►�-a� MARY LOUISE NICHOLSON ,ss J" !, + COUNTY CLERK 100 West Weatherford Fort Worth, TX 76196-0401 PHONE (817) 884-1195 TOWN OF WESTLAKE 1500 SOLANA BLVD BLDG 7 STE 7200 WESTLAKE, TX 76262 Submitter: TOWN OF WESTLAKE DO NOT DESTROY WARNING - THIS IS PART OF THE OFFICIAL RECORD. Filed For Registration: 3/21/2019 11:11 AM Instrument#: D219055980 OPR 17 PGS $76.00 By: w ro;'-k� D219055980 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.