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Res 18-50 Approving an Economic Development Agreement with Wilbow Solana LLC related to the Knolls TOWN OF WESTLAKE RESOLUTION 18-50 A RESOLUTION BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, APPROVING AN ECONOMIC DEVELOPMENT AGREEMENT WITH WILBOW-SOLANA LLC, RELATED TO THE KNOLLS AT SOLANA DEVELOPMENT IN WESTLAKE, TEXAS. 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 is experiencing planned growth through the attraction of economic development projects such as Fidelity Investments, Deloitte University, and Charles Schwab, residential developments such as Vaquero, Glenwyck Farms, Terra Bella, and Granada, and Entrada which are consistent with the Town's Comprehensive Plan, as well as enrollment growth at Westlake Academy, all of which contribute to demand for improvements to Westlake's infrastructure and public buildings: and, WHEREAS, the Town of Westlake (Town) and Wilbow-Solana, LLC (the Owner) desire to enter into a partnership to continue this planned growth through an Economic Development Agreement, which sets out certain responsibilities for the Owner and the Town as it relates to the development in Westlake; and, WHEREAS, the Economic Development Policy and the Tax Abatement Policy constitute appropriate guidelines and criteria governing economic development agreements to be entered into 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, Wilbow-Solana, LLC, as the owner of land located within the Town, intends to develop 62.531 acres (as defined herein), and the development and construction on such Land is expected to significantly 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; 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 18-50 Page 1 of 2 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 Agreement attached hereto as Exhibit "A", with the Owner; and further authorizes the Town Manager to execute said agreements 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 10th DAY OF DECEMBER,2018. Laura Wheat, Mayor ATTEST: t Ar 6 dock& 2e1..mipw Kel Ed. ds, Town Secretary Thomas E.:yfin. , Town Manager I,,,,,, 'a'- F WEST- APPROV . -AS . FORM: a ►— • ,i►:Air • • .... St owr / • ,�• ��_. y, orney Resolution 18-50 Page 2 of 2 EXHIBIT A 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 WILBOW-SOLANA LLC (the "Owner"), for the purposes and considerations stated below. The Town and Owner are referred to from time to time as "Parties" herein. WHEREAS, the Town has established an economic development program as authorized by Resolution 16-30, adopted by the Town Council on August 22,2016 and attached herein as Exhibit "A-1"; and WHEREAS, 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(as defined below), Owner and/or one or more of its Affiliates has been permitted to sell lots for the construction of up to 56 single family residential homes on 62.5 acres within the The Knolls at Solana development. Section 1. RECITALS The Town and Owner hereby agree that the following statements are true and correct and constitute the basis upon which the Town and Owner have entered into this Agreement: A. The Town has concluded that this Agreement is authorized by Chapter 380 ofthe Texas Local Government Code,Article III,Section 52(a)ofthe Texas Constitution and is authorized by Resolution No. 16-30, adopted by the Town Council on August 22, 2016, 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 ofpublic 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"). Resolution 18-50 Page 1 of 11 B. Owner and/or one or more of its Affiliates is the owner of an approximately 62.5 acre residential property located in Planned Development District (PD6) to include primarily single family residential uses (the "Development"). C. The Town Council finds and determines that the Development 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. 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 Owner. For purposes of this definition, "control" means forty-nine percent (49%) or more of the ownership determined by either value or vote. Development shall have the meaning ascribed to it in Section 1. B. Effective Date shall have meaning ascribed to it in Section 4 of this Agreement. Owner has the meaning ascribed to it in the preamble of this Agreement. Section 3. AGREEMENT - INCORPORATION OF RECITIALS The Town Council has found at a duly-called and legally-noticed public meeting through the adoption of Town Resolution No. 16-30, attached hereto as Exhibit "A" and hereby made a part of this Agreement for all purposes, and the Town and Owner 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 from the latest date of execution by the Parties (the "Effective Date") and shall remain in force for the duration of the term of the Resolution 18-50 Page 2 of 11 Agreement as defined herein unless terminated earlier in accordance with this Agreement. The term of this Agreement shall not be considered complete until: 1. The Knolls at Solana Development Agreement for Subdivision Improvements has been completed. 2. Issuance by the Town of a Letter of Final Acceptance of the publicly dedicated improvements. 3. The payment of$5,000 by Owner or one or more of its Affiliates to the Town of Westlake for Westlake Academy for every residential lot in the Development shown on its final recorded plat,which shall be paid upon the signing of the final plat for the Development by the Town. Section 5. TOWN'S AND OWNER'S OBLIGATIONS AND COMMITMENTS 5.1. Owner's Specific Obligations. Owner and/or one or more of its Affiliates will provide for sale from the Development residential lots for the construction of up to 56 single family homes with a net minimum aggregate taxable value of$60 million. A. Open Space,Lighting and Landscaping Plans 1. The dedication of one acre of park land is required for every thirty residential lots. This requirement will be satisfied with the final platting of the proposed development through dedication of Lot 17X, Block C, approximately 11.6 acres of land that fronts on Sam School Road that could be used as a trailhead. Lot 17X, Block C will be dedicated as public open space/parkland that will be privately owned and privately maintained through the HOA. 2. The Owner shall also deed to the Town approximately 22.8 acres of land, Lot 16X, Block B, as a preservation buffer from the bordering neighborhoods to the south and west. 3. The Owner shall submit to the Town Manager, or his designee, an Open Space Plan, Lighting Plan and Landscape Plan that comply with all Town Ordinances, Codes, rules and regulations. Upon review by the Town Manager, or his designee, the Town Manager may approve or deny the submittal or refer the submittal to P&Z and or Council for review and approval. Resolution 18-50 Page 3 of 11 4. The Owner or HOA shall maintain and be responsible for any and all costs (i) associated with, and necessary to provide, open space included in the Town approved Open Space Plan, (ii) for installation and maintenance of lighting improvements made by Developer pursuant to the Town approved Lighting Plan, and (iii) for making and maintenance of landscaping improvements made by Developer pursuant to the Town approved Landscaping Plan. B. Maintenance of Improvements Following the expiration of 90 days following the recording of the final plat for the Development: 1. The Owner and/or HOA shall perpetually maintain all irrigation and landscape maintenance within the Solana Boulevard right- of-way adjacent to the perimeter of the development as depicted on The Knolls at Solana Preliminary Site Evaluation approved by Resolution 18-36 and as further described in the Developer Agreement approved by Resolution 18-XX. The Owner and/or HOA shall not be responsible for irrigation and landscape maintenance within the right-of-way located on the opposite side of Solana Boulevard. 5.2. Town of Westlake Specific Obligations- Program Resources A. The Town shall maintain the improved, developed public parkland on Lot 17X,Block C upon completion of any park improvements to said property. The Town shall be responsible for all maintenance, access control and nuisance abatement for Lot 15X, Block B. B. Town participation in the cost of construction of a 12" PVC waterline along Sam School Road in accordance with Chapter 82, Subdivisions, Article XIV, Participation, of the Town's Code of Ordinances, which participation is more particularly described in the Developer Agreement. Resolution 18-50 Page 4 of 11 Section 6. DEFAULT,TERMINATION AND FAILURE BY OWNER 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 during the term hereof any legally-imposed Town taxes or fees owed on, or generated by, the Owner or one of its Affiliates with regard to the Development become delinquent and Owner or the Affiliate does not either pay such taxes when due or follow the legal procedures for protest and/or contest of any such taxes. In this event, the Town shall notify Owner in writing and Owner 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 Owner 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 during the term hereof any written citation is issued to Owner or an Affiliate due to the occurrence of a violation of a material provision of the Town Code with respect to 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 further occur under this Agreement if the Owner or its Affiliate 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 other matters concerning the public health, safety or welfare related to the Development). Upon the occurrence of such default, the Town shall notify Owner in writing and Owner shall have (i) thirty (30) calendar days to cure such default or (ii) if Owner 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 Owner and shall have all other rights and remedies that may be available to under the law or in equity. 6.3. General Breach Resolution 18-50 Page 5 of 11 Unless stated elsewhere in this Agreement, Owner shall be in default under this Agreement if Owner 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 Owner 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 Owner. 6.4. Effect of Breach The Town shall have no obligation to make the payment set forth in Section 5.2, above, during the pendency of any default by Owner hereunder and, in the event of the Town's termination of this Agreement for default prior to the Owner's satisfaction of its obligations under Section 5.1, shall be relieved from making such payment. The Town shall have no right to compel or carry out any required performance of Owner hereunder, nor shall the Town have any rights in the Development as a consequence hereof, and both parties specifically disclaim any right to consequential, indirect or punitive damages. Section 7. NO SERVANT, CONTRACTOR OR AGENCY RELATIONSHIP It is expressly understood and agreed that Owner shall not operate as a servant, contractor agent, representative or employee of the Town. Owner 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. Owner acknowledges that the doctrine of respondeat superior will not apply as between the Town and Owner, or Town's officers, agents, servants, employees, contractors, subcontractors, licensees and invitees, Owner further agrees that nothing in this Agreement will be construed as the creation of a partnership or joint enterprise between the Town and Owner. Resolution 18-50 Page 6 of 11 Section 8. INDEMNIFICATION OWNER, 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 (TOGETHER WITH THE TOWN, EACH A "TOWN INDEMNIFIED PERSON"), HARMLESS AGAINST ANY AND ALL THIRD PARTY CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES RELATED THERETO, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH,THAT RELATE TO,ARISE OUT OF OR ARE OCCASIONED BY (i) OWNERS'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT; OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF OWNER, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE TOWN, OR ITS EMPLOYEES, OFFICERS, AGENTS, ASSOCIATES, CONTRACTORS OR SUBCONONTRACTORS), OR SUBCONTRACTORS ARISING OUT OF OWNER'S PERFORMANCE OF, OR FAILURE TO PERFORM, OWNER'S OBLIGATIONS OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 8 SHALL REQUIRE DEVELOPER TO INDEMNIFY OR DEFEND FOR ANY CLAIMS ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE TOWN ENGINEER OR ANY TOWN INDEMNIFIED PERSON. 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, either by certified mail,postage prepaid,reputable overnight delivery service, or by hand delivery: Town: Owner: Town of Westlake Wilbow-Solana LLC Attn: Town Manager Attn: Lawrence Corson 1301 Solana Boulevard 4131 N. Central Expressway Building 4, Suite 4202 Suite 990, Lockbox 13 Westlake, TX 76262 Dallas, TX 75204 Resolution 18-50 Page 7 of 11 With Copies to: With Copies to: Boyle & Lowry, L.L.P. Watson Law Group PLLC Attn: L. Stanton Lowry Attn: Monty Watson 4201 Wingren Drive, Suite 108 4925 Greenville Avenue, Suite 717 Irving, TX 75062 Dallas, TX 75206 Section 10.ASSIGNMENT AND SUCCESSORS Owner may at any time after 120 calendar days following the Effective Date transfer or otherwise convey all of its rights and obligations under this Agreement to any successor owner of the Development, provided that in the event that Owner transfers more than fifty percent(50%)of the Development prior to fulfillment of the public infrastructure improvements and Developer's responsibilities identified in the Developer Agreement and intends for its successor to carry out or complete construction of the, the Town's consent to such transfer may be conditioned on the Town's receipt of reasonable evidence that such successor has the financial capacity to complete Owner's requirements under Developer Agreement for the Development. Subject to the foregoing limitations, any lawful successor and assignee of rights and obligations under this Agreement shall be deemed an "Owner" for all purposes under this Agreement with respect to the portion of the Development conveyed to such successor. In the event of any conveyance and assignment by Owner of one or more, but not all, tracts contained in the Development, the parties acknowledge that the rights and obligations of Owner's successor shall apply only to the tracts transferred to such successor, and that such successor shall not be liable to the Town for the rights or obligations of the Owner or any other tract. Upon the request of any such successor, the Town shall execute a recordable instrument evidencing such severance of the rights and obligations hereunder. 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 its governmental powers or immunities that are outside of the terms, obligations, and conditions of this Agreement. Resolution 18-50 Page 8 of 11 Section 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. 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 Owner, and any lawful assign or successor of Owner, 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 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 18-50 Page 9 of 11 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 and the Developer Agreement contains the entire understanding and agreement between the Town and Owner, and any lawful assign and successor of Owner,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. [Signature page follows] Resolution 18-50 Page 10 of 11 EXHIBIT"A" TOWN OF WESTLAKE WILBOW-SOLANA LLC By: By Thomas E. Brymer Lawrence A. Corson Town Manager Co-President Date: Date: l'/e / / / APPROVED AS TO FORM AND LEGALITY: By: L. Stanton Lowry Town Attorney LIST OF EXHIBITS Exhibit "A-1" - Resolution 16-30 EXECUTED as of the last date indicated below: TOWN OF WESTLAKE WILBOW-SOLANA LLC By: pk By: Thomas E. Brymer Lawrence A. Corson Town Manager Co-President Date: 1r2-11-2- ‘ Date: APPROVED AS TO FORM AND LEGALITY: 'N By: L. Stanton Lowry Town Attorney LIST OF EXHIBITS Exhibit "A-1" -Resolution 16-30 Resolution 18-50 Page 11 of 11 TOWN OF WESTLAKE RESOLUTION NO. 16-30 A RESOLUTION OF THE TOWN COUNCIL 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 Town Council before entering into any Economic Development Agreement that provides reimbursement of taxes; and WHEREAS, Chapter 380 of the Texas Local Government Code allows the Town Council to create policies for economic development and any related grants or incentives. 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 of Westlake Town Council does hereby approves the proposed policy, attached as Exhibit "A", Town of Westlake Economic Development Incentive Policy and directs the Town Manager to immediately submit an Economic Development Agreement to the Town Council consistent with the terms of this policy. 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. Resolution 16-30 Page 1 of 5 SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 22" DAY OF AUGUST, 2016. ATTEST: ., 4rf. Laura L. Wheat, Mayor hd-y-\ 4; KellyEdwar&' Town Secretary Thomas E. Brymer,�'*�' anage g 04'•.‘‘'\ WFST APPROVED AS TO FORM: �� p � '-,` it , * 7&7 L. Sta on Lowry, own Attorney -. 7-EX P`' ,o Resolution 16-30 Page 2 of 5 Exhibit A Town of Westlake Economic Development Incentive Policy Section I. General Purpose and Objectives The Town of Westlake, Texas, ("Town") 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 IL 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 Town Council ("Town Council") 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 Town Council 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. B. Specific considerations for approving tax abatement applications will be based upon the degree to which the proposed project: Resolution 16-30 Page 3 of 5 • Furthers the goals and objectives of the Town 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 for 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 (10) 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 IV. Value of the Project The amount of the Incentive will be determined by the Town Council based upon the merits of the economic development project (the "Project"), including, but not limited to, the factors referenced in paragraph III. 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: (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 Resolution 1 6-3 0 Page 4 of 5 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 VIII. 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 Town Council 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 Town Council. In the review process, the Town Council will, if applicable, consider the recommendations of the Westlake Development Corporation and/or the Westlake Type 4A Corporation. Any such economic development grants, loans, and other incentives may come from any one or combination of the following: • Grants or loans 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 Type 4A of Article 5190.6, Tex. Rev. Civ. Stat.; and/or • 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 16-30 Page 5 of 5 1 2 3 4 5 6 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1 - 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Name of business entity filing form, and the city, state and country of the business entity's place of Certificate Number: business. 2019-439521 Wilbow Solana LLC Dallas, TX United States Date Filed: Name of governmental entity or state agency that is a party to the contract for which the form is being 01/09/2019 filed. Town of Westlake Date Acknowledged: Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 18-50 EDA Economic Development Agreement Nature of interest Name of Interested Party City, State, country (place of business) (check applicable) - Check only if there is NO Interested Party. 0 UNSWORN DECLARATION My name is l.Aw 12. e: r-l C-6 A CoR..so,j My address is � I 3 l tJ. �±aJ .. �rus�, 1$ t? (street) I declare under penalty of perjury that the foregoing is true and correct. Executed in ]2�$ County, State of controlling Intermediary , and my date of birth is \ [ ) ' 1 ))� (city) -,--e.,XA...5 , T.x.. 75Zo� c.)S t\ (state) (zip code) (country) ,-1. - , on the l.{i:day of .J l.t¥\u�, 20Jj_. (month) (year) �q,J�,u n �gnatu e of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Comm1ss1on www.eth1cs.state.tx.us Version Vl.1.28ab6150 01/16/2019 Form 2270 VERIFICATION REQUIRED BY TEXAS GOVERNMENT CODE CHAPTER 2270 By signing below, Company hereby verifies the following: 1. Company does not boycott Israel; and 2. Company will not boycott Israel during the term of the contract. SIGNED BY: 4 6 1 A �- Print Name & Title: LAJAc G'7 f (, -Psr ..- Company Name: , I OGS G()1.a - 1_LL Date Signed: dant.O.Ni 11 2.01 NOTARIZATION THE STATE OF-1-e-X1 - ) COUNTY OF -M4L-L ) BEFORE ME, the undersigned _ notary public on this day personally appeared LAVArt itG. 14. Com' vi ,on behalf of 1.1\111b0,00 li-C. (Company),who,being duly sworn, stated under oath that he/she has read the foregoing verification required by Texas Government Code Section 2270.002 and said statements contained therein are true and correct. SWORN TO AND SUBSCRIBED before me on the-)t''' day of CJ A\/,20111. rpteGC Jennrfer Turner U�.� � I IL -- 'v D 13 PU6-0 N T RY PUB C IN AND ' �� Id 130843Qfi-D ")4, 0,,,,,,,P 7 Sta±e of Texas F R HE STATE OF 1 C'- ��� Comm.Exp.09-29-202o The following definitions apply to Texas Government Code Section 2270.001: (1) "Boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel,or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and (2) "Company"means a for-profit sole proprietorship,organization,association,corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company, or affiliate of those entities or business associations that exists to make a profit. State law requires verification from a Company for contracts involving goods or services (regardless of the amount) before the Town can enter into the contract. MARY LOUISE NICHOLSON g�Iut y Ig -bO COUNTY CLERK 100 West Weatherford Fort Worth, TX 76196-0401 PHONE (817) 884-1195 TOWN OF WESTLAKE 1500 SOLANA BLVD. BLDG 7 SUITE 7200 WESTLAKE, TX 76262 Submitter: TOWN OF WESTLAKE DO NOT DESTROY WARNING - THIS IS PART OF THE OFFICIAL RECORD. Filed For Registration: 3/29/2019 12:55 PM Instrument #: D219063044 RESOL 20 PGS $88.00 �{o tu}« �-avl By: D219063044 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.