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Res 07-24 Approving an Economic Development Agreement with FidelityTOWN OF WESTLAKE RESOLUTION NO. 07-24 A RESOLUTION OF THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS, APPROVING AN ECONOMIC DEVELOPMENT AGREEMENT WITH FIDELITY TEXAS LIMITED PARTNERSHIP FOR PHASE II OF THE FIDELITY CAMPUS PURSUANT TO THE TOWN OF WESTLAKE ECONOMIC DEVELOPMENT POLICY AND TAX ABATEMENT POLICY; ESTABLISHING NEIGHBORHOOD EMPOWERMENT ZONE NO. 1 PURSUANT TO CHAPTER 378 OF THE TEXAS LOCAL GOVERNMENT CODE; AND DECLARING AN EFFECTIVE DATE. WHEREAS, The Board of Aldermen adopted Ordinance No. 304 designating a commercial/industrial tax abatement reinvestment zone and adopting an Economic Development Incentive Policy for the 309 acres comprising the Fidelity campus on August P, 1998; and WHEREAS, The Board of Aldermen adopted Resolution 98-05 on August 10th, 1998 approving an Economic Development Agreement with Fidelity; and WHEREAS, The Fidelity project has become a positive economic and community presence in the Town of Westlake; and WHEREAS, Fidelity now seeks to expand the campus to provide buildings originally contemplated for Phase II which will add 600,000 sq. ft. of new construction and 2,500 new jobs to the Fidelity campus; and WHEREAS, Fidelity has requested similar concessions of the Town of Westlake including an abatement of ad valorem taxes and a reimbursement of certain sales taxes generated by construction of Phase II. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That the Economic Development Agreement by and between the Town of Westlake, Texas, and Fidelity Texas Limited Partnership attached hereto as Exhibit "1" and incorporated herein for all purposes is hereby approved. SECTION 2: That Neighborhood Empowerment Zone No. 1 covering the property that is subject to the Economic Development Agreement is hereby established. SECTION 2: That this Resolution shall become effective upon its passage and the approval of the preliminary plat and site plan amendment by the Planning and Zoning Commission and the Board of Aldermen and subsequent submittal of all required documents and fees to the Town. Resolution No. 07-24 — April 23, 2007 Page I of 2 PASSED AND APPROVED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS, ON THIS 23' DAY OF APRIL, 2007. ATTEST: Kiin Sutter, TRMC, Town Secretary APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Scott:.. 7� Trent O. Petty, Town Ma ge Resolution No. 07-24 — April 23, 2007 Page 2 of 2 EXHIBIT 111 ECONOMIC DEVELOPMENT AGREEMENT STATE OF TEXAS § COUNTIES OF DENTON AND TARRANT § This Economic Development Agreement ("Agreement"), is made and entered into as of the 23 day of April 2007 (the "Effective Date"), by and between the Town of Westlake, Texas ("Town"), a municipal corporation of Denton and Tarrant Counties, Texas, duly acting herein by and through its Mayor, and FMR Texas Limited Partnership, a Massachusetts limited partnership ("Fidelity Texas"). WITNESSETH: WHEREAS, Fidelity has constructed a corporate campus (Phase 1) and created jobs within the Town pursuant to that certain Economic Development Agreement approved by the Board of Aldermen of the Town by Resolution 98-05, on August 10, 1998 (the "1998 Agreement"); and WHEREAS, Fidelity now proposes to undertake an expansion program that will result in significant financial investment and creation of additional jobs within the Town; and WHEREAS, the Town had adopted an Economic Development Policy ("Economic Development Policy") that includes a Tax Abatement Policy ("Tax Abatement Policy"), by the passage of Resolution No. 06-19 on the 8th day of May, 2006, which is attached hereto as Exhibit "A" and incorporated herein for all purposes; and 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"). WHEREAS, on the 12th day of February, 2007, the Board of Aldermen of the Town ("Board"), passed Ordinance No. 513, which is attached hereto as Exhibit "B" and incorporated herein for all purposes, establishing Reinvestment Zone No. Two, Town of Westlake, Texas ("Zone"), for commercial -industrial tax abatement as authorized by Chapter 312 of the Texas Tax Code ("Tax Code"); and WHEREAS, on the 23rd day of April 2007, the Board of Aldermen of the Town ("Board"), passed Resolution No. 07-24, which is attached hereto as Exhibit "C" and incorporated herein for all purposes, establishing Neighborhood Empowerment Zone No. One, Town of Westlake, Texas ("Zone"), as authorized by Chapter 378 of the LGC; and WHEREAS, the Economic Development Policy and Tax Abatement Policy constitute appropriate guidelines and criteria governing economic development agreements to be entered into by the Town as contemplated by Chapters 378 and 380 of the LGC and Chapter 312 of the Tax Code, providing for the availability of economic incentives for both new facilities and structures and for the contemplated expansion or modernization of existing facilities or structures; and 4534890v.5 WHEREAS, Fidelity Texas, as the owner of the Expansion Land (herein defined), intends to develop and construct one (1) or more buildings on the Expansion Land, and the development and construction on the Expansion Land is expected significantly to enhance the economic and employment base of the Town; and WHEREAS, the Constitution and laws of the State of Texas, including, but not by way of limitation, Chapters 378 and 380 of the LGC, Chapter 312 of the Tax Code and the Texas Constitution authorize the Town to enter into economic development agreelnents and tax abatement agreements with companies such as Fidelity Texas; WHEREAS, the Board finds that the improvements proposed for the Expansion Land are feasible and practical and would be of benefit to the Town; and WHEREAS, the Board finds that the terms of this Agreement, the Expansion Project (herein defined) and the proposed Qualified Facilities (herein defined) meet the applicable guidelines and criteria heretofore adopted by the Board and contained in the Economic Development Policy and Tax Abatement Policy; and WHEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Town and the Counties of Denton and Tarrant, the Board finds that it is in the best interest of the citizens for the Town to enter into this Agreement in accordance with the Economic Development Policy, the Tax Code and the LGC; and WHEREAS, a copy of this Agreement in proposed form has been furnished by the Town, in the manner prescribed by the Tax Code, to the presiding officers of the governing bodies of each of the taxing units (other than the independent school districts) in which the Expansion Land is located; and WHEREAS, the Town has begun consideration of a public works project to extend a water supply line for treated water from the existing Upper Trinity Regional Water District facilities located at the intersection of U.S. Highway 377 and Stonecrest approximately 6.5 miles to serve as an additional source of treated water for the Town (the "Water Project"); NOW,. THEREFORE, the Town and Fidelity Texas, for good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, which consideration includes the attraction of major investment in the Zone and increased payroll that contributes to the economic development of the Town, the enhancement of the tax base in the Town and Denton and Tarrant Counties and the economic development and tax abatement incentives set forth herein below, as authorized by Chapter 378 and 380 of the LGC and Chapter 312 of the Tax Code, as amended, do hereby contract, covenant and agree as follows: Section 1. Definitions Wherever used in this Agreement, the following capitalized terms shall have the meanings ascribed to them: 4534890v.5 2 "Affiliate" shall mean any entity that owns or controls, is owned or controlled by or is under common ownership or control with, Fidelity Texas or any entity the ownership of which is substantially the same as the ownership of FMR Corp. "Board" shall mean the Board of Aldermen of the Town. "Fidelity" shall mean Fidelity Texas and any Affiliate, individually and collectively, whether one or more, to the extent that such entities now own or hereafter acquire an interest in all or any portion of the Expansion Land, Qualified Facilities or the Expansion Project pursuant to Section 6 hereof and each in its capacity as owner of the Qualified Facilities, the Expansion Project, or any portion thereof, as the case may be. "Force Majeure" shall mean any contingency or cause beyond the reasonable control of Fidelity, including, without limitation, acts of God, or the public enemy, war, riot, civil - commotion, insurrection, governmental or de facto governmental action (unless caused by acts or omissions of Fidelity), fire, explosions or floods, and strikes. "Expansion Land" shall mean the parcel(s) of land which is more particularly described in Exhibit "D" which is attached hereto and incorporated herein for all purposes. "Expansion Project" shall mean the improvements, related infrastructure and/or modifications approved under the Town's Planned Development Regulations and to be constructed on the Expansion Land by Fidelity (or by such successors or assigns as are approved by the Board). Expansion Project includes Qualified Facilities. "Minimum Threshold Eligibility Requirements" shall mean (i) the construction and maintenance of a minimum of six hundred thousand (600,000) gross square feet of total structures on the Expansion Land which may be occupied by employees (i.e., excluding parking structures or parking areas within structures); (ii) the employment of at least one thousand one hundred (1,100) employees located within the Expansion Project; and (iii) the expenditure of no less than $80,000,000 on the Expansion Project. "Phase" shall mean each portion of the Expansion Project, as developed in such order and containing such acreage as Fidelity, in its sole discretion, may determine. "Phase II" shall mean the first building and associated facilities of the Expansion Project to be developed. Y "Qualified Facilities" shall mean the buildings and other structural components of the corporate facility to be constructed by Fidelity on the Expansion Land; a single building which constitutes a part of the Qualified Facilities may be referred to as a "Qualified Facility." Section 2. General Provisions A. The Qualified Facilities are not, and shall not be, an improvement project financed by tax increment bonds. 4534890v.5 B. The Expansion Land is not owned or leased by any member of the Board, any member of the Planning and Zoning Commission of the Town or any member of the governing body of taxing units with jurisdiction over the Expansion Land. C. The 1998 Agreement shall remain in full force and effect except that the provisions of Section 8, 10, 13 14 and 17 are hereby terminated with respect to the Expansion Land, with such provisions being hereinafter superseded by this Agreement. D. This Agreement is intended to comply with the requirements of the LGC and the Tax Code and is authorized by the Texas Property Redevelopment and Tax Abatement Act of the Texas Tax Code, Chapter 312, by the Economic Development Policy, the Tax Abatement Policy and by the resolution of the Board authorizing execution of this Agreement. The Town represents that it has due authority to enter into this Agreement and to take actions under the laws cited in the preceding sentence. Section 3. Term. This Agreement shall remain in full force and effect between the Town and Fidelity for a maximum term of fifteen (15) years; provided, however, that the shorter time periods specified in Sections 7, 10 and 14 hereof shall control for the purposes specified in such sections. The tax abatements, grants and sales tax rebates and other economic development incentives granted hereby to Fidelity for the Qualified Facilities and Expansion Project shall continue for the duration of the specified term and, once all applicable conditions specified herein have been fulfilled, shall not be lost through Force Majeure events or circumstances beyond the reasonable control of Fidelity, except to the extent otherwise specified in Section 5 hereof. Y Section 4. Records and Inspections A. Not later than February 15 of each year during the term of this Agreement, Fidelity shall certify to the Town (i) the number of employees located within the Qualified Facilities as of January 1 of such year, and (ii) if changed from the previous year, the aggregate number of gross square feet of office space contained in the Qualified Facilities as of January i of such year, as reasonably calculated by an architect retained by Fidelity. B. At all times throughout the term of this Agreement, the employees of the Town shall have reasonable access to the Qualified Facilities, during normal business hours and upon at least five (5) business days' prior written notice to Fidelity, for the purpose of inspecting same to ensure that the Qualified Facilities are maintained in accordance with the specifications and conditions of this Agreement; provided, however, that Fidelity shall have the right to accompany Town employees on any such inspection and that such inspection shall be conducted in a manner which does not breach Fidelity's security procedures and which is least disruptive of Fidelity's employees and business operations. C. Fidelity shall also provide Town in a timely manner reasonably satisfactory evidence of all sales taxes paid for which Fidelity seeks a rebate pursuant to Section 14 below. 4534890v.5 4 Section 5. Breach and Remedy. A. The occurrence of the following conditions shall constitute an event of default ("Event of Default") hereunder: (i) the Qualified Facilities for which Fidelity has received an abatement hereunder fail to be occupied in accordance with the Minimum Threshold Eligibility Requirements at any time subsequent to March 31, 2010; or (k) Fidelity fails to comply with any of the material terms or conditions of this Agreement, and any such failure (hereinafter, a "breach") specified in either clause (i) or (ii), above, remains uncured for ninety (90) days following Fidelity's receipt of written notice (the "Breach Notice") from the Town, delivered in accordance with Section 16 hereof, of the event and nature of such breach; provided, however, that if such breach is not reasonably susceptible of cure within such ninety (90) day period and Fidelity has commenced and is continuing to pursue the cure of such breach, then after first advising the Board of such cure efforts, Fidelity shall automatically receive an additional ninety (90) day period within which to cure such breach. The Board may authorize additional time to cure any such breach, but is not obligated to grant such additional time. Notwithstanding anything expressed or implied herein to the contrary, no Event of Default shall exist if the failure of Fidelity to fully perform its obligations hereunder is the result of a Force Majeure event. Further the time for cure of a breach by Fidelity shall be extended by the reasonable time Fidelity is delayed by a Force Majeure event. B. Upon the occurrence and during the continuation of any uncured Event of Default, the Town shall have the right, to suspend the tax abatements and grants specified in Sections 10 and 11 hereof, pursuant to a notice (the "Suspension Notice") delivered in accordance with Section 16 hereof, and thereafter to receive from Fidelity, as liquidated damages, a sum equal to (i) the amount of all ad valorem taxes which were assessed against the Qualified Facilities and which would have been paid to the Town by Fidelity but for this Agreement, for each year in which the Event of Default occurred and was continuing, without the benefit of abatement (after taking into account any applicable exemptions), and (ii) interest thereon charged at the rate of four and one-half percent (4.50%) per year and calculated for the period commencing on the date such taxes would have been delinquent and continuing through the date of payment of such liquidated damages. The calculation of liquidated damages shall not include any penalties or late charges. Such liquidated damages shall be due and payable to the Town within thirty (30) days of the receipt by Fidelity of the Suspension Notice. If the Town delivers a Suspension Notice pursuant to this Section 5, then Fidelity shall thereafter have no right to receive the tax abatements and grants specified in Sections 10 and 11 hereof unless and until Fidelity has cured the breach or breaches specified in the Breach Notice. C. The remedies of Town provided herein are exclusive; all other remedies of Town including, without limitation, the remedy of specific performance, being hereby waived. Section 6. Sale, Assignment or Lease of Property. Fidelity shall have the right, without the Town's consent, to transfer, convey or lease all or any portion of the Expansion Land, the Expansion Project or the Qualified Facilities to one or more Affiliates and, in connection therewith, to assign to such Affiliates all or any portion of 4534890v.5 Fidelity's rights and obligations under this Agreement, provided that each assignee assumes the applicable terms and conditions of this Agreement. All other assignments of all or any portion of Fidelity's rights and obligations under this Agreement shall require the prior approval of the Board. Fidelity shall notify the Town pursuant to Section 16 of any proposed assignment requiring the Board's approval at least fifteen (15) days prior to the proposed effective date of such assignment. Any Affiliate or other party to whom any transfer, conveyance, lease or assignment is made with Board approval in accordance with this Section 6 shall be included within the definition of "Fidelity" for purposes of this Agreement. Section 7. Reimbursement or Waiver of Fees. A. The Town agrees that Fidelity shall be exempted from capital recovery fees for Phase II, regardless of when imposed, based upon such costs for ten (10) years from the effective date of this Agreement. With the exception of those fees assessed by the Town and payable to the City of Fort Worth under the Town's wholesale water contract with City of Fort Worth ("Fort Worth Impact Fees"), Town agrees to waive all impact fees assessed or assessable against Phase II. No language in this Agreement shall be construed to relieve Fidelity of any obligation for the payment of Fort Worth Impact Fees. B. All capital impact fees assessed by Town against Fidelity for all phases of the Expansion Project other than Phase II shall be made in strict compliance with Chapter 395 of the LGC, and Fidelity does not waive, and hereby expressly retains, all rights to challenge any future impact fee assessed by the Town. C. Except as provided by Section 15 of this Agreement, if Fidelity is required to advance the costs of Town's share of any oversized facilities for water, drainage or wastewater, Town agrees to repay Fidelity in full for Town's share of such costs within five (5) years of the date the oversized facilities are accepted by Town (such acceptance not to be unreasonably withheld, conditioned or delayed) plus interest on all outstanding amounts at the rate of four and one-half percent (4.50%) per annum. Section 8. Permitting Process. Town agrees that any permit or application submitted in connection with the Qualified Facilities that requires action by the Town, including, but not limited to, applications for: a) zoning; b) site plan and plat approval; C) building permits; d) certificates of occupancy; and e) water, sewer and/or drainage improvements or connections shall be entitled to priority and shall be reviewed and approved as expeditiously as possible. 4534890v.5 Section 9. Mutual Assistance The Town hereby agrees to cooperate with Fidelity in filing, whether solely or in conjunction with other parties, appropriate applications with county, state or federal agencies for grants, loans or other economic, non -economic, and infrastructure cost assistance, to benefit the Expansion Project, if requested by Fidelity. Section 10. Tax Abatement and Rebate A. The parties acknowledge that the Town does not currently levy ad valorem taxes against real or personal property within the Town, and the Town does not anticipate levying such taxes in the foreseeable future. However, as a material inducement to Fidelity to construct the Qualified Facilities, the Town hereby grants a tax abatement of ninety percent (90%) [such that Fidelity shall pay ten percent (10%)] 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 on each Qualified Facility constructed within a five-year period commencing with the issuance of a certificate of occupancy for the first building within Phase II of the Expansion Project. B. The term of the tax abatement for each building constructed within the period specified in subsection A shall extend for a maximum period of ten (10) years from the date of issuance of the initial certificate of occupancy for such structure. Section 11. Grants. Town recognizes that the abatements of future ad valorem taxes, as provided in Section 10, above, constitute a material inducement to Fidelity to construct the Qualified Facilities. If the Town elects to levy ad valorem taxes against real or personal property within the Town and the tax abatement and rebate provisions contained in Section 10 hereof are determined to be unenforceable or unlawful or are rendered unenforceable or unlawful by the passage of any federal or state law, Town shall make, and hereby makes, economic development grants to Fidelity, such grants to equal the amount of the ad valorem taxes that otherwise would have been abated and rebated in accordance with Section 10 hereof and such grants shall remain in effect for the same period tax abatements would have been in effect pursuant to subsection l 0.B above. Section 12. Right of Protest. A. Fidelity shall have the right to protest, contest or litigate: (a) any assessment of the value of the Expansion Project by any appraisal district which appraises real or personal property on all or any part of the Expansion Project; and, (b) any tax imposed on the Expansion Project by any taxing authority. The tax abatement (or, if applicable, the grants) provided for herein shall be applied to the amount of taxes finally determined to be due as a result of any such protest, contest or litigation. Notwithstanding the foregoing, absent a casualty to the Qualified Facilities once completed, any protest of ad valorem taxes resulting in an appraised value of less than $80,000,000 shall constitute a breach of this Agreement. 4534890v.5 B. Except as expressly provided, this Agreement shall not be construed to in any way modify Fidelity's right to protest, contest or litigate any and all capital impact fees, ad valorem taxes or any other taxes, fees or charges which may be levied or assessed by the Town or any other entity on the Expansion Project or Fidelity's operations at the Expansion Project. Section 13. Annual Application for Tax Exemption It shall be the responsibility of Fidelity, pursuant to Section 11.43 of the Tax Code, if any, to file an annual exemption application form with the chief appraiser for '>each appraisal district in which the Expansion Project has situs. Section 14. Sales Tax Rebate. A Fidelity shall receive from the Town a one hundred percent (100%) rebate of the Town's one percent (1%) of the sales and use taxes collected by the State of Texas and received by the Town that were paid by Fidelity or its contractors within the applicable sales tax rebate period for all building materials and business personal property affixed to the Qualified Facilities, specifically excluding, however, sales taxes associated with the purchase of personal property not axed to the Qualified Facilities. The sales tax rebate period shall be for a period of five (5) years and commence on the execution of this Agreement and shall expire for each building that comprises any portion of the Qualified Facilities on the date that is thirty-six (36) months following the date the Town issues a building permit for the construction of such building. B. Fidelity shall use diligent and good faith efforts to manage all construction comprising or related to the Qualified Facilities to maximize to the extent practicable the amount of sales tax collection by the Town by having a point of sale in the Town in accordance with all applicable law. ; C. All rebates referenced herein shall be paid to Fidelity within thirty (30) days of the end of each calendar quarter from the sales taxes received by the Town, and paid by Fidelity, from the State of Texas. The amount to be rebated shall be determined based on the evidence referenced in Section 4(C), above, with the exception that any rebates attributable to any building that comprises any portion of the Qualified Facilities shall not be payable prior to the issuance of a building permit for such portion of the Qualified Facilities. Section 15. Water Project Contribution Should the Town elect to proceed with the Water Project and to make an assessment of property owners or to impose development or impact fees to wholly or partially cover the costs of the Water Project, Fidelity agrees to make a monetary contribution to the Town to offset a portion of the funding of the Water Project. Fidelity's contribution shall be based on the method 4534890v.5 of assessment or fee imposition adopted by the subsequent Town ordinance adopted to implement the funding obligations of the Water Project. Fidelity's contribution shall be equal to assessments or fees imposed under the ordinance for commensurate land or development activities for which permitting is initiated subsequent to the adoption of such ordinance. Notwithstanding the foregoing, in no event shall Fidelity's contribution exceed $260,000.00. Fidelity's contribution to the Water Project shall become due and payable within thirty (30) days of the Town delivering to Fidelity a notice that the Town intends to award design and construction contracts for the Water Project within ninety (90) days of such notice. Any funds provided by Fidelity pursuant to this Section 15 shall be immediately refunded to Fidelity if contracts for the construction of the Water Project have not been awarded within six (6) months of the date Fidelity's contribution has been remitted to the Town. Fidelity's obligations to make a contribution toward the Water Project pursuant to this Section 15 shall expire five (5) years from the Effective Date. Section 16. Notice. Any notice, demand, or other communication required to be given or to be served upon any party hereunder, shall be void and of no effect unless given in accordance with the provisions of this Section. All notices shall be in writing and shall be delivered personally or sent by overnight courier service, by certified or registered mail, postage pre -paid, or by facsimile transmission and shall be deemed received, in the case of personal delivery, when delivered, in the case of overnight courier service, on the next business day after delivery to such service, in the case of mailing, on the third day after mailing (or, if such day is a day on which deliveries of mail are not made, on the next succeeding day on which deliveries of mail are made) and, in the case of facsimile transmission, upon transmittal. All notices, demands and other communications shall be given to the parties hereto at the following addresses: Fidelity: Fran Eichorst, General Manager Fidelity Investments Southwest Region One Destiny Way Westlake, Texas 76262 With Copies to: FMR Texas Limited Partnership c/o Dylan Tonry, Senior Legal Counsel Fidelity Investments 82 Devonshire Street, Mail Zone F7D Boston, Massachusetts 02109 Myron Dornic Jackson Walker L.L.P. 901 Main Street, Suite 6000 Dallas, Texas 75202 4534890v.5 9 Town: Trent O. Petty Town Manager Town of Westlake 3 Village Circle, Suite 207 Westlake, Texas 76262 With copy to: L. Stanton Lowry Boyle & Lowry L.L.P. 4201 Wingren, Ste. 108 Irving, Texas 75062 Each parry may change the address to which notice may be sent to that party by giving notice of such change to the other parties in accordance with the provisions of this Agreement. Section 17. Town Authorization This Agreement was authorized by resolution of the Board that was approved by the affirmative vote of a majority of the Board at its regularly scheduled Board meeting on the day of , 2007, authorizing the Mayor to execute this Agreement on behalf of the Town. Town represents and warrants to Fidelity that Town may lawfully perform its obligations under this Agreement. Section 18. Fidelity Authorization. The individual executing this Agreement on behalf of Fidelity represents to the Town that all appropriate and necessary action has been taken to authorize such individual to do so for and on behalf of the party for which his or her signature appears, that there are no other parties or entities required to execute this Agreement in order for the same to be an authorized and binding agreement, and that such authorization is valid and effective on the date hereof. Section 19. Severability In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Section 20. Esioppei Certificate. Any party hereto may request an estoppel certificate from another party hereto so long as the certificate is requested in connection with a bona fide business purpose, and each party agrees to promptly execute and deliver any estoppel certificate requested pursuant to this Section. The certificate, which will upon request be addressed to Fidelity, or a lessee, purchaser or assignee of Fidelity, shall include, but not necessarily be limited to, statements (qualified to 4534890v.5 10 the best knowledge of the party providing the estoppel) that this Agreement is in full force and effect without default (or if a default exists, the nature of such default and any curative action which should be undertaken to cure same), the remaining term of this Agreement, and such other matters reasonably requested by the party(ies) to receive the certificate. Any such certificate on behalf of the Town shall be executed by the Mayor of the Town. Section 21. Applicable Law. This Agreement shall be construed under the laws and court decisions of the State of Texas. Venue for any action under this Agreement shall be the State District Court of Tarrant County, Texas. This Agreement is performable in Tarrant and Denton Counties, Texas. Section 22. Recordation of Agreement A copy of this Agreement in recordable form may be recorded by either parry in the Real Property Records of Tarrant and Denton Counties, Texas. Section 23. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter contained herein, supersedes any prior understanding or written or oral tax abatement agreements or representations between the parties regarding the matters contained herein, and can be modified only by a written instrument subscribed to by both parties. This Agreement may be executed in multiple counterparts, each of which shall be considered an original for all purposes. Section 24. Successors and Assigns. Subject to the provisions of Section 6 hereof, this Agreement shall be binding on, and shall inure to the benefit of, the legal representatives, successors and assigns of the Town and Fidelity. Section 25. Further Assurances. Town and Fidelity shall timely take all actions reasonably necessary and/or appropriate to carry out the terms and provisions of this Agreement, and to aid and assist each other in carrying out the terms and provisions of this Agreement to allow for the full development of the Expansion Project. [SIGNATURE PAGES FOLLOW] 4534890v.5 11 EXECUTED to be effective as of the date first set forth above. ATTEST: By: Sutter, TRMC, Town Secretary APPROVED AS TO FORM: ^%4 (�t �4 i► By: L. Stanton Lowry Town Attorney TOWN OF WESTLAKE, TEXAS, a municipal corporation By: Name: Sc-otf Bradley Title: Mayor, Town of Westlake Trent O. Petty, T Manager FMR TEXAS LIMITED PARTNERSHIP, a Massachusetts limited partnership (formerly known as Fidelity Texas Limited Partnership) By: Fidelity Real Estate Company, LLC Its General Partner. By: FMR Corp. Its Sole Member By: Fidelity Corporate Real EstateMIts Autho B Name: K4 `� Title: t9tA!1*,PT 4534890v.5 12 THE STATE OF TEXAS COUNTY OF TARRANT This instrument was acknowledged before Scott Bradley, the Mayor of the Town of Westlake, said municipal corporation. KIM SUTTER ?' Notary Public, State of Texas My Commission Expires kgy�40 August 25, 2009 THE STATE OF �T7 (aS § COUNTY OF I C r-ro n -t § me on Ae:1ePPj 023 , 2007, by Texas, a diunicipal corporation, on behalf of Notary P blic in and for the State of Texas x�i� C CU 711C1- Printed/Typed erPrinted/Typed Name of Notary My Commission Expires: This instrument was acknowledged before me on M Q , 2007, by Y,ourosl-) ?0 -rah \,/ , the SY-. VI'C-f--Pvts(8intof Fidelity Corporate Real Estate, Inc., in its capacity as duly uthorized agent of FMR Corp., in its capacity as the sole member of Fidelity Real Estate Company, LLC, in its capacity as the general partner of FMR Texas Limited Partnership, a Massachusetts limited partnership, on behalf of said limited partnership. sic 1(s), JUW- tz aom Notary IMblic in and for the qtdte of Texa 61 l { rl 6 GL S%) i p ems/ Printed/Typed Name of Notary My Commission Expires: 4534890v.5 13 Res 0}-aq `GOU'4'4 MARY LOUISE NICHOLSON "4 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: 2/8/2019 12:41 PM Instrument#: D219025447 OPR 16 PGS $72.00 By: ave tj jr eed.1 D219025447 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.