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Res 11-30 Authorizing the Execution of Amendment No 1 of the Economic Development Agreement with Deloitte LLP TOWN OF WESTLAKE RESOLUTION NO. 11-30 CONSIDER A RESOLUTION AUTHORIZING THE TOWN MANAGER TO EXECUTE AMENDMENT NO. 1 TO THE ECONOMIC DEVELOPMENT AGREEMENT APPROVED BY RESOLUTION 08-19 WITH DELOITTE LLP FOR A LEARNING AND INNOVATION CENTER PURSUANT TO THE TOWN OF WESTLAKE ECONOMIC DEVELOPMENT POLICY AND TAX ABATEMENT POLICY; AND DECLARING AN EFFECTIVE DATE. WHEREAS, The Town Council adopted an Economic Development Incentive Policy by Resolution 06-19 on May 8, 2006, and a commercial/industrial tax abatement reinvestment zone by Ordinance 589 on March 24, 2008; and WHEREAS, pursuant to Chapter 380 of the Texas Local Government Code the Town Council (the "Council") has adopted a program for granting public funds in the form of sales tax rebates to promote local economic development, and stimulate business and commercial activity in the Town of Westlake, Texas (the "Town"); and WHEREAS, pursuant to said policy and Chapter 380 of the Texas Local Government Code the Council finds that Amendment No. 1 to the Deloitte Economic Development Agreement, approved by Resolution 08-19 on March 24, 2008, will continue to promote the economic development and stimulate business and commercial activity in the Town. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That, all matters stated in the Recitals hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: That the Town Council of the Town of Westlake, Texas hereby approves Amendment No. 1 to the economic development agreement cited above, by and between the Town of Westlake, Texas, and Deloitte LLP and attached hereto as Exhibit "A" and incorporated herein for all purposes is hereby approved; and further authorizes the Town Manager to execute the Amendment No. 1 on behalf of the Town of Westlake, Texas. 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 11-30 Page 1 of SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 24""' DAY OF OCTOBER 2011. ;�,, � A&t, Lau a Wheat, Mayor ATTEST: Kelly tdwarch, Town Secretary Nomas E. Bryme 91wn M,61-ager APPROV ., S TqY-<VM: f L. Stanton Lowry,'Town Attorney Resolution 11,30 Page 2 of 2 STATE OF TEXAS § COUNTY OF TARRANT § AMENDMENT NO. 1 TO ECONOMIC DEVELOPMENT AGREEMENT BETWEEN THE TOWN OF WESTLAKE AND DELOITTE LLP This AMENDMENT NO. 1 TO ECONOMIC DEVELOPMENT AGREEMENT BETWEEN THE TOWN OF WESTLAKE, TEXAS AND DELOITTE LLP ("Amendment") is entered into by and between THE TOWN OF WESTLAKE, TEXAS (the "Town"), and DELOITTE LLP, a Delaware limited liability partnership(the "Company"). The Town and Company hereby agree that the following statements are true and correct and constitute the basis upon which the Town and Company have entered into this Amendment: A. The Town and Company previously entered into that certain Economic Development Agreement, approved by the Town of Westlake on March 24, 2008, through Resolution No. 08-19 (the "Agreement"). The Agreement requires Company and/or its Affiliates to complete the construction and maintenance of a minimum 750,000 gross square feet of total structures on the Land, expend at least $200 million in Project Costs, and to create and maintain at least 100 Jobs ("Minimum Threshold Eligibility Requirements") in order for the Company to be eligible to receive a ten (10)-year Abatement on the all real and personal property ad valorem taxes which may be assessed by the Town, and receive a Chapter 380 Grant based upon sales taxes. B. Following final architectural design and layout of the facility, Company has requested that the minimum square footage that must be constructed under the Minimum Threshold Eligibility Requirements be reduced from 750,000 gross square feet to 717,000 gross square feet. In addition, Company is requesting that the Jobs requirement under the Minimum Threshold Eligibility Requirements be modified to allow for a combination of partners, principals or employees of Company or its Affiliates and employees of the contracted operator of the Qualified Facilities in director, management or supervisor positions. Based on the expected economic and other public benefits that will accrue from completion of the Required Improvements, the Town is willing to amend the Agreement to accommodate Company's requests. C. This Amendment is authorized under § 312.208 of the Texas Tax Code because (i) the provisions of this Amendment could have been included in the original Agreement and (ii) this Amendment has been entered into following the same procedure in which the Agreement was approved and executed. NOW, THEREFORE, the Town and Company, for and in consideration of the terms and conditions set forth herein, do hereby contract, covenant and agree as follows: Pagel of 5 Amendment No. 1 to Economic Development Agreement between the Town of Westlake and Deloitte LLP 1. The following tern provided in Section 1. (DEFINITIONS) of the Agreement is hereby amended to be defined as follows: "Jobs"shall mean all positions held by(i) an employee, partner or principal of Deloitte LLP or any of its Affiliates, in which such employee, partner or principal works on a full-tune basis for Deloitte LLP or any of its Affiliates and has an office in, or works primarily from, the Qualified Facilities, or(ii) an employee of the Qualified Operator in a director,management, or supervisor position, in which such employee works on a full-time basis primarily from the Qualified Facilities. 2. The following tern provided in Section 1. (DEFINITIONS) of the Agreement is hereby amended to be defined as follows: "Minimum Threshold Eligibility Requirements" shall mean(i)the construction and maintenance of a minimum 717,000 gross square feet of total structures on the Land; (ii) the existence of at least one hundred (100) Jobs; and (iii) the expenditure of no less than $200,000,000 on Project Costs. 3. Section 1. (DEFINITIONS)of the Agreement is hereby amended to add the term and definition as follows: "Qualified Operator" shall mean the company, corporation or other business entity with which Deloitte LLP or any of its Affiliates contracts to manage and operate the Qualified Facilities, the name of which and, upon request, evidence of said contract, shall be provided to the Town. 4. Subsection A of Section 10 (TAX ABATEMENT) of the Agreement is hereby amended to read as follows: A. The parties acknowledge that the Town has recently levied ad valorem taxes against real or personal property within the Town. However, as a material inducement to Deloitte LLP and its Affiliates to construct the Qualified Facilities, the Town hereby grants a tax abatement of sixty-five percent (65%), such that Deloitte LLP and its Affiliates shall pay thirty-five percent (35%), of all real and personal property ad valorem taxes which may hereafter be assessed by the Town and which may be abated under Ch. 312 of the Tax Code (or any successor statute) on each Qualified Facility constructed in the Project. 5. Section 14 of the Agreement is hereby amended to add Subsection E as follows: E. In the event the State determines that the Town erroneously received Sales Tax Receipts, or that the amount of sales and use tax paid to the Town exceeds the correct amount of sales and use tax owed to the Town, and, as a result, a previous grant paid to Deloitte LLP under this Section 14 exceeded the amount actually due to Deloitte LLP (calculated based on the State's reasonable determination)(any such excess amount being referred to herein as an "Excess Grant"), then Deloitte LLP Page 2 of 5 Amendment No. 1 to Economic Development Agreement between the Town of Westlake and Diioitte LLP shall, within sixty(60)days after receipt of written notice from the Town specifying the amount of the Excess Grant, repay the amount of the Excess Grant to the Town. In lieu of repaying the amount of the Excess Grant to the Town, Deloitte LLP may instruct the Town in writing to reduce the amount of the grant payment for the calendar quarter immediately following Deloitte LLP's receipt of the Town's written notice of the Excess Grant by the amount of the Excess Grant. In such case, the Town shall deliver a written notice to Deloitte LLP acknowledging the amount of the Excess Grant that has been deducted from the applicable grant payment. As a condition precedent to Deloitte LLP's obligation to refund the amount of an Excess Grant to the Town or authorize the Town to reduce the grant payment, Dcloitte LLP shall have received a copy of the State's written determination, if any, or such other evidence to substantiate the amount of the Excess Grant as is acceptable to Deloitte LLP in its reasonable discretion. Should Deloitte LLP cause a refund to occur through its own action, Deloitte LLP will notify the Town within sixty(60) days of receiving the determination of the refund request from the State. 6. Capitalized terms used but not identified in this Amendment shall have the same meanings assigned to them in the Agreement. 7. Except as otherwise specifically amended in this Amendment, the Agreement shall remain in full force and effect. 8. This Amendment contains the final written expression of the Town and Company with respect to the subject matter hereof, This Amendment 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: [SIGNATURES IMMEDIATELY FOLLOW ON NEXT TWO(2)PAGES] Page 3 of 5 Amendment No, 1 to Economic Development Agreement between the Town of Westlake and Deloitte LLP TOWN OF WESTLAKE, TEXAS: *APPROVED AS TO FORM: A municipal corporation By: Thomas E. B r Town Manager " m Date: TAX A.S ATTEST: �1�an By: e No. E t -3� Town S retary *By law,the District Attorney's Office niay only advise or approve contracts or legal documents on behalf of its clients. It pray not advise or approve a can tractor legal document on behalf of other parties. Our view of this document was conducted solely from the legal perspective of our client. Our approval of this document was offered solely for the benefit of our client. Other parties should not rely on this approval and should seek review and approval by their own respective attorney(s). STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Thomas E. Brymer, Town Manager of the TOWN OF WESTLAKE, TEXAS, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the TOWN OF WESTLAKE,that he was duly authorized to perform the same by appropriate resolution of the Tarrant County Commissioners Court and that he executed the same as the act of the TOWN OF WESTLAKE for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this ZG"k'day of 4rDtiJex� , 2011. Not Publi and for "' - AK the State of Texas . n�v KELLY raw eoru+rHiss EXPIRES FetnI&Y 3,2014 Notary's Priv ed Name Page 4 of 5 Amendment No. 1 to Economic Development Agreement between the Town of Westlake and Deloitte LLP DELOITTE LLP By: - �'& Name: E',�'�i� �.Pr:-✓/��� Title: Date: STATE OF OS-W (46rt' § COUNTY OF § BEFORE ME, the undersigned authority, on this day personally appeared Rf 0-rkt�- Fy1/C rrk 6 n (name) , 0.,F(_ (title) of DELOITTE LLP, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of DELOITTE LLP. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 115% day of r , 20f Notary Pflblic in and for the State of =r�cT Notary's`Printed Name MARGARET A.CLYNE Notary Public,State of New Yot'k No.4851633 QualHied in Nassau County Commission Expires February 3.20 Page 5 of 5 Amendment No. 1 to Economie Development Agreement between the Town of Westlake and Deloitte LLP By: pesd*w ti -30 MARY LOUISE NICHOLSON COUNTY CLERK 100 West Weatherford Fort Worth, TX 76196-0401 TOWN OF WESTLAKE 1500 SOLANA BLVD BLDG 7 SUITE 7200 WESTLAKE, TX 76262 Submitter: TOWN OF WESTLAKE PHONE (817) 884-1195 DO NOT DESTROY WARNING - THIS IS PART OF THE OFFICIAL RECORD. Filed For Registration: 3/11/2019 11:37 AM Instrument #: D219046714 RESOL D219046714 8 PGS $40.00 ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.