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Res 21-12 Approving an Economic Deveolopment Agreement with Deloitte for for construction & expansion of their innovation centerTOWN OF WESTLAKE RESOLUTION NO. 21-12 A RESOLUTION APPROVING AN ECONOMIC DEVELOPMENT AGREEMENT WITH DELOITTE FOR CONSTRUCTION/EXPANSION OF THEIR LEARNING AND INNOVATION CENTER PURSUANT TO THE TOWN OF WESTLAKE ECONOMIC DEVELOPMENT POLICY AND TAX ABATEMENT POLICY; AND DECLARING AN EFFECTIVE DATE. WHEREAS, on March 24, 2008, the Town Council approved an Economic Development Agreement with Deloitte related to the construction of the Learning and Innovative Center by with passage of Resolution 08-19, which provided for certain economic incentives; and WHEREAS, the Town adopted an Economic Development Policy ("Economic Development Policy") that includes a Tax Abatement Policy ("Tax Abatement Policy") by the passage of Resolution No. 16-30 on the 22nd day of August 2016, which is attached hereto as "Attachment 1" and incorporated herein for all purposes; and WHEREAS, pursuant to said policy and Chapter 380 of the Texas Local Government Code, the Town Council finds the economic development incentive offered in the attached Agreement will further 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 Economic Development Agreement by and between the Town of Westlake and Deloitte, attached hereto as Exhibit "A" and incorporated herein for all purposes is hereby approved, 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 provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. SECTION 5: That this resolution shall become effective from and after its date of passage. Resolution 21-12 Page 1 of 2 PASSED AND APPROVED ON THIS 291h DAY OF MARCH 2O21. ATTEST: Tod Wood, Town Secretary APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Laura Wheat, Mayor 1241"C�..� Amanda DeGan, Town Manager Resolution 21-12 Page 2 of 2 RESOLUTION 21-12 ECONOMIC DEVELOPMENT AGREEMENT EXHIBIT A STATE OF TEXAS COUNTIES OF DENTON AND TARRANT This Economic Development Agreement ("Agreement") is made and entered into as of March 29, 2021 (the "Effective Date"), by and between the Town of Westlake, Texas ("Town"), a municipal corporation of Denton and Tarrant Counties, Texas, and Deloitte LLP, a Delaware limited liability partnership ("Deloitte"), each acting by and through their respective authorized officers and representatives. WITNESSETH: WHEREAS, prior to the date hereof, Deloitte (or one of its Affiliates, as herein defined) has constructed certain facilities, including, but not by way of limitation, a learning and innovation center within the Town (referred to herein as DUI); and WHEREAS, Deloitte or one of its Affiliates is considering acquiring additional land in the Town and constructing new facilities, and reconstructing and/or expanding existing facilities within the Town (referred to herein as DU2); and WHEREAS, the Town adopted an Economic Development Policy ("Economic Development Policy") that includes a Tax Abatement Policy ("Tax Abatement Policy") by the passage of Resolution No. 16-30 on the 22nd day of August 2016, 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 State of Texas, including particularly, but not by way of limitation, Chapter 51. Texas Local Government Code ("LGC"); and WHEREAS, on the 24th day of March, 2008, the Town, passed Ordinance No. 589, which is attached hereto as Exhibit "B" and incorporated herein for all purposes, establishing Reinvestment Zone No. 3, Town of Westlake, Texas ("Zone No. 3"), for commercial -industrial tax abatement as authorized by Chapter 312 of the Texas Tax Code ("Tax Code"); and WHEREAS, on the 24th day of March, 2008, the Town passed Resolution No. 08-18, which is attached hereto as Exhibit "C" and incorporated herein for all purposes, establishing Neighborhood Empowerment Zone, Town of Westlake, Texas (the "Neighborhood Empowerment Zone") , as authorized by Chapter 378 of the LGC; 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, Deloitte (or one of its Affiliates), as the owner of land located within the Town, intends to develop and construct one (1) or more buildings on the Land (as defined herein), and the development and construction on such Land is expected significantly to enhance the economic base of the Town; and WHEREAS, the Council (as hereinafter defined) may consider conferring the same benefits contained within this Agreement to future buildings constructed on such Land by entering into a new economic development agreement with respect to such buildings, whether during or after the term of this Agreement; 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 tax abatement agreements with companies such as Deloitte; and WHEREAS, the Council finds that the improvements proposed for the Land are feasible and practical and would be of benefit to the Town; and WHEREAS, the Council finds that the terms of this Agreement, and the proposed Qualified Facilities (herein defined) meet the applicable guidelines and criteria heretofore adopted by the Council and contained in the Economic Development Policy and Tax Abatement Policy; and WHEREAS, in order to maintain and enhance the commercial and industrial economic base of the Town and Tarrant County, the Council finds that it is in the best interest of the citizens of the Town to enter into this Agreement in accordance with the Economic Development Policy, the Tax Abatement Policy, the Tax Code and the LGC; and WHEREAS, a copy of this Agreement in its 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 Land is located; NOW, THEREFORE, the Town and Deloitte, for good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, which consideration includes the attraction of major investment in Zone No. 3 and the Neighborhood Empowerment Zone that contributes to the economic development of the Town, the enhancement of the tax base in the Town and Tarrant County and the economic development and tax abatement incentives set forth herein below, as authorized by Chapter 378 and Chapter 380 of the LGC and Chapter 312 of the Tax Code, as amended, do hereby contract, covenant and agree as follows: Page 2 Section 1. Definitions. Wherever used in this Agreement, the following capitalized terms shall have the meanings ascribed to them: "Affiliate" shall mean any entity that owns or controls, is owned or controlled by, or is under common ownership or control with, Deloitte, or any entity the ownership of which is substantially the same as Deloitte. "Council" shall mean the Town Council of the Town of Westlake. "COVID-19" means SARS-CoV-2 or COVID-19, and any evolutions thereof or related or associated epidemics, pandemic or disease outbreaks. "Direct Payment Permit" shall mean a permit granted by the State and authorized under 34 TAC, Chapter 3, Subchapter 0, Rule §3.288 allowing qualified consumers to give a direct payment blanket exemption certificate in lieu of the taxes imposed by the Tax Code, Chapter 151, for taxable items which they purchase for their own use from their suppliers and which items will not be resold in any manner. The holder of a direct payment permit issued under Chapter 151 becomes liable for the use tax under this chapter by reason of the storage, use, or consumption of a taxable item purchased under a direct payment exemption. "DUI " for the purpose of this Agreement, shall mean all facilities, owned by Deloitte or its Affiliates, constructed on Land on or before January 1, 2021, including, but not by way of limitation, the learning and innovation center. "DU2 Qualified Facility" shall mean all Qualified Facilities, as defined, constructed on Land after January 1, 2021. "Final Certificate of Occupancy" shall mean the final certificate of occupancy issued for a Qualified Facility. "Force Majeure" shall mean any contingency or cause beyond the reasonable control of Deloitte and its Affiliates, including, without limitation, acts of God or the public enemy, epidemic, pandemic or disease outbreak (including COVID-19 and including any law, regulation, directive or pronouncement that relates to, or arises out of, an epidemic, pandemic or disease outbreak), war, riot, civil -commotion, insurrection, governmental or de facto governmental action (unless caused by acts or omissions of Deloitte or its Affiliates), fire, explosions, floods, or strikes. "Hotel Occupancy Tax Receipts" shall mean the Town's receipts from the collection of Hotel Occupancy Taxes by, or on behalf of, Deloitte or its Affiliates, with respect to any of the DU2 Qualified Facilities.. "Hotel Occupancy Taxes" shall mean those hotel occupancy taxes authorized by Chapter 351 of the Tax Code (entitled, "Municipal Hotel Occupancy Taxes"), or any successor statute. Page 3 "Incentives Period" shall mean the period commencing upon the first day of the year following issuance of a Certificate of Occupancy ("CO") for a DU2 Qualified Facility designated by Deloitte (as described below), and ending on the tenth anniversary thereof. Deloitte may, in its sole discretion, designate any DU2 Qualified Facility to commence the Incentives Period by submitting the CO for such DU2 Qualified Facility to the Town, together with a formal request to commence the Incentives Period; however, in no event shall the Incentives Period start later than January 1, 2029. "Land" shall mean the parcel(s) of land which is more particularly described in Exhibit "D", attached hereto and incorporated herein for all purposes. "Minimum Threshold Eligibility Requirements" shall mean (i) the construction and maintenance of a minimum 50,000 gross square feet of total structures on the Land on or prior to January 1, 2029; and (ii) the expenditure of no less than $70,000,000 on Project Costs. "Project Costs" shall mean all costs and expenses incurred by Deloitte or its Affiliates with respect to the acquisition, construction, reconstruction, improvement and expansion, as the case may be, of the DU2 Qualified Facilities , whether paid or incurred prior to or after the date of this Agreement, including the cost of the acquisition of all land, rights -of -way, property rights, easements, and interests; the cost of all machinery and equipment, furniture, fixtures and other personal property; the cost of engineering and legal services; the cost of contractors; the cost of plans, specifications, surveys, and estimates of cost and of revenue; other expenses necessary or incident to determining the feasibility and practicability of acquiring, constructing, reconstructing, improving, and expanding the DU2 Qualified Facilities; and administrative expenses. "Qualified Facilities" shall mean the buildings improvements, related infrastructure and/or modifications and other structural components to be constructed on the Land by or on behalf of Deloitte or its Affiliates; a single building which constitutes a part of the Qualified Facilities may be referred to as a "Qualified Facility." "Sales Tax Receipts" shall mean (1) the Town's receipts from the State from the collection of the Town's Sales and Use Taxes attributable to Project Costs related to the purchase of taxable items by Deloitte or its Affiliates or its contractors, "State" shall mean the State ofTexas and all taxing authorities thereof, including, without limitation, the Comptroller of Public Accounts of the State of Texas. "Town's Sales and Use Taxes" shall mean the local sales and use tax imposed by the Town other than the half percent (.5%) 4B economic development sales tax authorized by art. 5190.6, Vernon's Texas Civil Statutes, Section 413. and the half percent (.5%) additional municipal sales and use tax (commonly known as the "sales tax for property tax relief') authorized by Section 321.507 of the Tax Code imposed by the Town. Page 4 Section 2. General Provisions. A. The DU2 Qualified Facilities are not, and shall not be, an improvement project financed by tax increment bonds. B. The Land is not owned or leased by any member of the Council, 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 Land. C. 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 Tax Code, Chapter 312 of the Tax Code, by Chapter 378 and Chapter 380 of the LGC, by the Economic Development Policy, the Tax Abatement Policy and by the resolution of the Council authorizing execution of this Agreement. The Town represents that it has due authority to enter into this Agreement and to take actions under the relevant laws cited herein. D. Notwithstanding anything in this Agreement to the contrary, any obligation of Deloitte or condition to the receipt of benefits under this Agreement may be fulfilled or satisfied by an Affiliate of Deloitte. Notwithstanding anything to the contrary, the Council may consider entering into one or more additional economic development agreements (whether during the Term or thereafter) to grant the same benefits contained herein to Deloitte or its Affiliates with respect to additional Qualified Facilities completed after the start of the Incentives Period. Section 3. Term. Unless earlier terminated as provided for herein, this Agreement shall remain in full force and effect from the Effective Date until the expiration of the Incentives Period (the "Term"). The tax abatements, grants and other economic development incentives granted hereby to Deloitte for the Land and the DU2 Qualified Facilities shall continue for the duration of the Term and, once all applicable conditions specified herein have been fulfilled, shall not be lost through Force Majeure events or other circumstances beyond the reasonable control of Deloitte or its Affiliates. Section 4. Records and Inspections. A. Not later than February 15 of each year during the Term, Deloitte shall certify to the Town the aggregate number of gross square feet of space contained in the DU2 Qualified Facilities as of January I of such year; provided that Deloitte shall not be required to provide the first certification required hereby until February 15, 2022. B. At all times throughout the Term, the authorized representatives of the Town shall have reasonable access to the DU2 Qualified Facilities, during normal business hours and upon at least five (5) business days prior written notice to Deloitte, for the purpose of inspecting same to ensure that the DU2 Qualified Facilities are maintained in accordance with the specifications and conditions of this Agreement; provided, however, that Page 5 Deloitte or its representatives shall have the right to accompany the authorized representatives of the Town on any such inspection and that such inspection shall be conducted in a manner which complies with Deloitte's security procedures and which does not disrupt or interfere with the employees and business operations of Deloitte and its Affiliates. C. Deloitte shall also provide the Town, in a timely manner, reasonably satisfactory evidence of all Sales and Use Taxes and/or Hotel Occupancy Taxes collected and/or paid by Deloitte or its Affiliates, reconciled to applicable State tax reports in an effort to distinguish those taxes related to DU2 from DUI (if applicable), for which Deloitte seeks a grant pursuant to Sections 14, 15 and 16 below. Section 5. Remedies: Termination. A. In order to be eligible for one or more of the abatements and grants pursuant to Sections 10, 11, 14, 15, and 16 hereof, Deloitte must meet Minimum Threshold Eligibility Requirements during the Incentives Period. if Deloitte fails to maintain any of the Minimum Threshold Eligibility Requirements prior to the end of the Incentives Period, the Towns sole remedy for such failure shall be to terminate this Agreement in accordance with this Section. For the avoidance of doubt, the Town shall not be entitled to recoup payments made to Deloitte prior to any such failure, nor shall failure to maintain any of the Minimum Threshold Eligibility Requirements affect the Town's obligation to make payments to Deloitte for periods prior thereto (to the extent still outstanding). 13. Notwithstanding anything herein to the contrary, it is understood and agreed that any (i) construction and maintenance on the Land; and (ii) the expenditures on Project Costs prior to the Effective Date of this Agreement, shall qualify for inclusion in the calculations Minimum Threshold Eligibility Requirements. C. If (i) Deloitte fails to maintain the Minimum Threshold Eligibility Requirements at any time during the Incentives Period; or (ii) either party fails to comply with any of the other material terms or conditions of this Agreement (other than the Minimum Threshold Eligibility Requirements, which are addressed in clause (i)), and any such failure specified in either clause (i) or (ii), above, remains uncured for ninety (90) days following receipt of written notice from the other party (delivered in accordance with Section 18 hereof) of the event and nature of such failure, then such party may terminate this Agreement pursuant to Section 5F; provided, however, that if such failure is not reasonably susceptible of cure within such ninety (90) day period and the failing party has commenced and is continuing to pursue the cure of such failure, then after first advising the other party of such cure efforts, the failing party shall automatically receive an additional ninety (90) day period within which to cure such failure. The other party may authorize additional time to cure any such failure but is not obligated to grant such additional time. Notwithstanding anything expressed or implied herein to the contrary, no failure shall exist if the failure of Deloitte to fully perform its obligations hereunder is the result of a Force Majeure event. D. Upon the occurrence and during the continuation of any uncured failure: Page 6 by Deloitte, the Town shall have the right to suspend the tax abatements and grants specified in Sections 10, 11, 14, 15, and16 hereof, pursuant to a notice (the "Suspension Notice") delivered in accordance with Section 19 hereof, and thereafter to receive from Deloitte, 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 Deloitte or its Affiliates but for this Agreement, for each year in which the failure 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 ninety (90) days of the receipt by Deloitte of the Suspension Notice. If the Town delivers a Suspension Notice pursuant to this Section , then Deloitte shall thereafter have no right to receive the tax abatements and grants specified in Sections 10, 11, 14, 15, and16 hereof unless and until Deloitte has cured the failure or failures described in such Suspension Notice. ii. by the Town, Deloitte shall have the right to suspend performance of its obligations under this Agreement, seek from a court of competent jurisdiction payment of amounts due to Deloitte hereunder and/or special action or other similar relief (whether characterized as mandamus, injunction or otherwise), requiring the Town to undertake and to fully and timely perform its obligations under this Agreement. E. The remedies of the parties provided herein are exclusive; all other remedies including, without Limitation, the remedy of specific performance or the right to seek any damages other than the damages specified above, being hereby waived. F. This Agreement shall terminate upon anyone of the following: Immediately upon written notice from Deloitte to the Town, if the Town fails to pay any grant within the applicable time period provided under this Agreement; Immediately upon written notice from Deloitte to the Town, upon any breach by the Town of its obligations under Section 21 hereof with respect to Confidential Tax Information; iii. Upon written notice from the Town to Deloitte, if Deloitte fails to maintain any of the Minimum Threshold Eligibility Requirements during the [Incentives Period] as described in Section 5C(i), subject to the notification requirements and cure periods described herein. Page 7 iv. Upon written notice by either party, if the other party fails to comply with any of the material terms or conditions of this Agreement as described in Section 5C(ii), subject to the notification requirements and cure periods described herein. Any abatements or incentives owed by the Town, and any amounts payable by the Town, pursuant to this Agreement will survive the termination hereof. Section 6. Intentionally Omitted. Section 7. Sale, Assignment or Lease of Property. Deloitte shall have the right, without the Town's consent, to assign to its Affiliates or to a successor -in -interest of Deloitte, all or any portion of Deloitte'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 Deloitte's rights and obligations under this Agreement shall require the prior approval of the Council. Deloitte shall notify the Town pursuant to this Agreement of any proposed assignment requiring the Council's approval at least fifteen (15) days prior to the proposed effective date of such assignment. The approval of the Council of such assignment shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the foregoing provisions relate solely to Deloitte's rights to assign this Agreement; however, nothing in this Agreement shall prevent or limit Deloitte's right to sell or lease any portion of the Land or the Qualified Facilities at any time to any third party. Section S. Permitting Process and Fees. A. The Town agrees that any permit or application submitted in connection with the Qualified Facilities that requires action by the Town shall be entitled to priority and shall be reviewed and approved as expeditiously as possible, including, but not limited to, applications for: r. zoning; ii. site plan and plat approval; iii. building permits; iv. certificates of occupancy (CO); and V. water, sewer and/or drainage improvements or connections. B. DU2 Permit fees will be reduced by 50% as determined by the most recently adopted Permit Fee Schedule Approved by Town Council as of the date of permit submittal. Page 8 Section 9. Mutual Assistance. The Town hereby agrees to cooperate with Deloitte and its Affiliates 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 DU2, if requested by Deloitte. Section 10. Tax Abatement. A. The Town hereby grants a ten (10) year tax abatement, commencing at the start of the Incentives Period, of all real and personal property ad valorem taxes for DU2 which may hereafter be assessed by the Town and which may be abated under Ch. 312 of the Tax Code (or any successor statute) during the Incentives Period, structured as follows: Year 1 100% Year 2 90% Year 3 80% Year 4 70% Year 5 60% Year 6 50% Year 7 40% Year 8 30% Year 9 20% Year 10 10% All real and personal property ad valorem tax abatements for DU2 shall terminate upon expiration of the Incentives Period. To the extent that Deloitte receives additional COs for DU2 Qualified Facilities, whether prior to or after the start ofthe Incentives Period, the Town hereby grants a tax abatement of all real and personal property ad valorem taxes which may hereafter be assessed by the Town with respect to such additional DU2 Qualified Facilities, and which may be abated under Ch. 312 of the Tax Code (or any successor statute) during the Incentives Period, in accordance with the then -remaining schedule set forth above. For example: Year 0 Year 1 Year2 Year3 Year4 Year 5 Year6 Year? Year 8 Year9 Year 10 Page 9 Building A CO 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% Building B Under Construction Under Construction CO 80% 70% 60% 50% 40% 30% 20% 10% Building C Under Construction Under Construction CO 60% 50% 40% 30% 20% 10% Section 11. Grants The Town recognizes that the abatement of ad valorem taxes, as provided in Section 10 above constitutes a material inducement to Deloitte and its Affiliates to construct the Qualified Facilities. If any court of competent jurisdiction or governmental authority determines that the tax abatement and grant provisions contained in Section 10 hereof are unenforceable or unlawful or are rendered unenforceable or unavailable by the passage of any federal, state or local law, Town shall make, and hereby makes economic development grants to Deloitte, 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 Section 10 above. Section 12. Right of Protest. A. Deloitte and its Affiliates shall have the right to protest, contest or litigate (i) any appraisals or assessment of the value of the DU2 Qualified Facilities and the Land associated therewith by any appraisal district which appraises real or personal property on all or any part of DU2; and (ii) any tax imposed on the DU2 Qualified Facilities and the Land associated therewith by any taxing authority. If Deloitte or its Affiliates are successful in obtaining a reduction in taxes based upon such protest, contest or litigation after a tax abatement for that year has been granted, Deloitte shall notify the Town. 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. B. Except as expressly provided, this Agreement shall not be construed to in any way modify Deloitte's or any of its Affiliates' right to protest, contest or litigate any and all 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 DU2 Qualified Facilities or Deloitte LLP's or any of its Affiliates' operations at the DU2 Qualified Facilities. Notwithstanding the foregoing, in the absence of either a casualty to the DU2 Quali fied Facilities or a reduction in average property value in the Town (as measured against the average property value in the Town as of the date of this Agreement) of 25% or greater, in the event of any protest of ad valorem taxes by Deloitte LLP or its Affiliates after the completion of DU2 resulting in an appraised value for the DU2 Qualified Facilities (including the Land related thereto) of less than $17.500,000, then Deloitte shall not be eligible to receive the tax abatement pursuant to Section 10 for so long as such appraised value is less than $17,500,000. Section 13. Annual Application for Tax Exemption. It shall be the responsibility of Deloitte, 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 DU2 Qualified Facilities has situs. Section 14. Chapter 380 Grant Based Upon Sales/Use Taxes. A. Pursuant to the authority granted by Chapter 380 of the LGC, Deloitte shall receive from the Town a grant in the amount equal to sixty-five percent (65%) of the Sales Tax Receipts Page 10 pertaining to the Town's Sales and Use Taxes that were paid by Deloitte, its Affiliates, or their respective contractors for the related Project Costs of the Qualified Facilities, as defined in this Agreement. B. The tax grants made hereunder shall be paid solely from lawfully available funds that have been appropriated by the Town. The Town will ensure that the amount of funds appropriated is sufficient to ensure the payment of grants in the amount identified in this Agreement. Under no circumstances shall the Town's obligations hereunder be deemed to create any debt within the meaning of any constitutional or statutory provision. Deloitte shall use reasonable efforts to manage construction related to the DU2 Qualified Facilities to increase, to the extent practicable and reasonable for Deloitte, the amount of sales tax collected by the Town by having a point of sale in the Town in accordance with all applicable law. C. All grants referenced herein shall be paid quarterly to Deloitte within sixty (60) days following the end of the calendar quarter in which the relevant Sales Tax Receipts were received by the Town. The amount to be granted shall be determined based on the relevant Sales Tax Receipts or related evidence thereof received by the Town from Deloitte, its Affiliates or their respective contractors (which may be examined by the Town) pursuant to Section 4.C. Section 15. Chapter 380 Grant Based Upon Sales/Use Taxes and Direct Payment Permit. A. Pursuant to Texas law, Deloitte shall have the right to utilize its Direct Payment Permit for Project Costs, which would establish First Use within the Town. B. If Deloitte utilizes its Direct Payment Permit, Deloitte shall receive from the Town a grant in the amount equal to sixty-five percent (65%) of the Sales Tax Receipts pertaining to the Town's Sales and Use 'faxes that were paid by Deloitte, its Affiliates. C. The tax grants made hereunder shall be paid solely from lawfully available funds that have been appropriated by the Town. The Town will ensure that the amount of funds appropriated is sufficient to ensure the payment of grants in the amount identified above. Under no circumstances shall the Town's obligations hereunder be deemed to create any debt within the meaning of any constitutional or statutory provision. D. If Deloitte utilizes its Direct Pay Permit, Deloitte shall use reasonable efforts to manage construction related to the DU2 Qualified Facilities to increase, to the extent practicable and reasonable for Deloitte, the amount of sales tax collected by the Town in accordance with all applicable law. E. All grants referenced herein shall be paid quarterly to Deloitte within sixty (60) days following the end of the calendar quarter in which the relevant Sales Tax Receipts were received by the Town. The amount to be granted shall be determined based on the relevant Sales Tax Receipts or related evidence thereof received by the Town from or on behalf of Deloitte or its Affiliates (which may be examined by the Town) pursuant to Section 4.C. Page 11 Section 16. Chapter 380 Grant Based Upon Hotel Occupancy Taxes. A. Pursuant to the authority granted by Chapter 380 of the LGC, during the Incentives Period, Deloitte shall receive from the Town a grant in an amount equal to thirty-five percent (35%) of the Town's Hotel Occupancy Taxes collected by Deloitte or its Affiliates for the DU2 Qualified Facilities, but said grant shall not exceed $100,000 in any calendar year. B. The tax grants made hereunder shall be paid solely from lawfully available funds that have been appropriated by the Town. The Town will ensure that the amount of funds appropriated is sufficient to ensure the payment of grants in the amount identified in this Agreement. Under no circumstances shall the Town obligations hereunder be deemed to create any debt within the meaning of any constitutional or statutory provision. C. All grants referenced herein shall be paid to Deloitte within sixty (60) days following the end of each calendar quarter in which the relevant Hotel Occupancy Tax Receipts were received by the Town. The amount to be granted shall be determined based on the relevant Hotel Occupancy Tax Receipts or related evidence thereof received by the Town from Deloitte, or its Affiliates (which may be examined by the Town) pursuant to Section 4.C. Section 17. Agriculture Exemption. The parties hereby acknowledge and agree that the Land is classified as agricultural, and shall continue to be classified as such unless and until reclassified by Tarrant Appraisal District. Section I& 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: Deloitte LLP: Janet Lewell Senior Finance Officer Deloitte LLP 333 SE 2nd Avenue, Suite 3600 Miami, FL 33131 With copy to: Deloitte Office of General Counsel Page 12 1221 Avenue of the Americas New York, New York 10020 Town: Amanda DeGan Town Manager Town of Westlake 1500 Solana Boulevard Building 7, Suite 7200 Westlake, Texas 76262 With copy to: L. Stanton Lowry Boyle & Lowry L.L.P. 4201 Wingren, Ste.108 Irving, Texas 75062 Each party 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 19. Town Authorization. This Agreement was authorized by a resolution of the Council that was approved by the affirmative vote of a majority of the Council at its regularly scheduled Council meeting on the 29t' day of March, 2021, authorizing the Town Manager to execute this Agreement on behalf of the Town. The Town represents and warrants to Deloitte that the Town may lawfully perform its obligations under this Agreement. Section 20. Deloitte Authorization. The individual executing this Agreement on behalf of Deloitte 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 21. Confidentiality. Except as disclosure is required by law, the Town agrees to keep all non-public information and documentation relating to the Land, the Qualified Facilities, Deloitte or its Affiliates that it obtains in connection with this Agreement (the "Confidential Tax Information") confidential. The Town will only provide access to the Confidential Tax Information to its employees on a "need - to -know" basis; The Town will use the Confidential Tax Information solely for the purposes of determining the respective amount of each grant and for no other purpose, and the Town will not, without Deloitte's prior written authorization: (a) disclose to any other person, use or exploit the Confidential Tax Information (other than as expressly permitted above) or (b) discuss Deloitte or its affairs with any person other than Deloitte LLP's representatives. The Town's obligations under Page 13 this Section shall survive the termination of this Agreement. Notwithstanding the above, the Town and Deloitte expressly understand and agree that should any third party request the Confidential Tax Information pursuant to the Texas Public Information Act, the Town shall (i) immediately notify Deloitte to permit the Deloitte to seek a protective order or to take another appropriate action and (ii) seek a written determination from the Texas Attorney General as to whether any or all of the Confidential Tax Information must be released as a public record. If Deloitte is unable to obtain a protective order or to otherwise legally restrict the disclosure thereof, and the Texas Attorney General advises the Town that it is compelled as a matter of law to disclose the Confidential Tax Information to a third party, the Town may disclose to such third party only the part of such Confidential Tax Information as is required by law to be disclosed. In such case, prior to such disclosure, the Town will consult with Deloitte and use its best efforts to obtain confidential treatment therefor. Section 22. 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 23. Estoppel Certificate. Either 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 reasonable estoppel certificate requested pursuant to this Section. The certificate, which will upon request be addressed to Deloitte, or a lessee, purchaser or assignee of Deloitte, shall include, but not necessarily be limited to, statements (qualified to 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 to receive the certificate. Any such certificate on behalf of the Town shall be executed by the Mayor of the Town. Section 24. Dispute Resolution. In the event of a dispute under this Agreement between the parties to this Agreement that could result in litigation, as a condition precedent to filing any lawsuit, the parties agree to attempt to mediate any such dispute with the Tarrant County Alternative Dispute Resolution Program. Unless all parties are satisfied with the result of the mediation, the mediation will not constitute a final and binding resolution of the dispute. All communications within the scope of the mediation shall remain confidential as described in Texas Civil Remedies and Practice Code, Section 154.073, unless all parties agree, in writing, to waive such confidentiality. Section 25. 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 County, Texas. Page 14 Section 26. Recordation of Agreement. A copy of this Agreement in recordable form may be recorded by either party in the Real Property Records of Tarrant County, Texas. Section 27. 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 28. Successors and Assigns. Subject to the provisions of Section7 hereof, this Agreement shall be binding on, and shall inure to the benefit of, the legal representatives, successors and assigns of the Town and Deloitte. Section 29. Further Assurances. The Town and Deloitte 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 development ofDU2 Qualified Facilities. (SIGNATURE PAGES FOLLOW) Page 15 - - - -- --- --- .-.v •w�• �u�v •�ala�vul�ll VVIV �'� TOWN OF WESTLAKE Name: Amanda DeGan Title: Town Manager Date: DELOITTE LLP Name: Pete Shimer Title: Partner Date: 30 `2-1 APPROVED AS TO FORM AND LEGALITY: [Signature Page to 2021 Economic Development Agreement] RESOLUTION 21-12 TOWN OF WESTLAKE "Attachment V 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 I of 5 SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 22n' DAY OF AUGUST, 2016. ATTEST:.rt`(.d� Laura L. Wheat, Mayor Kell Edwar Town Secretary Thomas E. Brymer, n anage �pF WEST APPROVED AS TO FORM: �p�• ' ��m i L. Sta on Lowry, ow n Attorney AttorneyrE X P`' 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 II. 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 detennined 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 16-30 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 RESOLUTION 21-12 TOWN OF WESTLAKE EXHIBIT B ORDINANCE NO.589 AN ORDINANCE OF THE TOWN OF WESTLAKE, TEXAS, DESIGNATING COMMERCIAL/INDUSTRIAL TAX ABATEMENT REINVESTMENT ZONE NO. THREE (3), IN THE TOWN OF WESTLAKE, TARRANT AND DENTON COUNTIES, TEXAS; PROVIDING AN EFFECTIVE DATE; AND PROVIDING A SEVERABILITY CLAUSE. WHEREAS, the Board of Aldermen ('Board") of the Town of Westlake, Texas ("Town"), desires to promote the development or redevelopment of a certain contiguous geographic area within its jurisdiction by the creation of a reinvestment zone ("Zone ) for commercial/industrial tax abatement, as authorized by Chapter 312, Property Redevelopment and Tax Abatement Act, Texas Tax Code, Subchapter B, Sections 312.201 and 312.202, as amended (the "Code"); and WHEREAS, the Town has elected to become eligible to participate in tax abatement; and WHEREAS, aXublic hearing at a regularly scheduled meeting before the Board was held at 7:00 p.m. on the 24 day of March, 2008, such date being at least seven (7) days after the date of publication of the notice of such public hearing in a newspaper having general circulation in the Town as required by the Code; and WHEREAS, notice of the public hearing was delivered to the presiding officer of the governing body of each taxing unit located within the proposed reinvestment zone at least seven (7) days before the date of the public hearing; and WHEREAS, the Town at such hearing invited all interested persons, or their representatives, to appear and speak for or against the creation of the proposed reinvestment zone, the boundaries of the proposed reinvestment zone, whether all or part of the territory described in this ordinance should be included in such proposed reinvestment zone, and the concept of tax abatement; and WHEREAS, all interested persons spoke and the proponents of the reinvestment zone offered evidence, both oral and documentary, in favor of the creation of the proposed reinvestment zone and the proponents also submitted evidence as to the proposed improvements. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1. That the facts and recitations contained in the preamble of this ordinance are hereby found and declared to be true and correct and are incorporated herein in their entirety. SECTION 2. The Town, after conducting such hearings and having heard such evidence and testimo4, has made the following findings and determinations based on the testimony and evidence presented to it: (a) That a public hearing on the designation of the reinvestment zone has been properly called, held and conducted and that notices of such hearings have been published as required by law and delivered to all taxing units located within the proposed reinvestment zone; (b) That the boundaries of the reinvestment zone should be the area as described in the metes and bounds description attached hereto and identified as Exhibit "A", which are incorporated herein for all purposes and which area is within the taxing jurisdiction of the Town; (c) That the creation of the reinvestment zone for commercial/industrial tax abatement, with boundaries as described in Exhibit "A" attached hereto will result in benefits to the Town and to the land included in the Zone and to the Town after the expiration of any Tax Abatement Agreement entered into and the improvements sought within the Zone are feasible and practical; (d) That the reinvestment zone as defined in Exhibit "A" attached hereto meets the criteria for the creation of a reinvestment zone as set forth in the Code, as amended, in that it is reasonably likely as a result of the designation to contribute to the retention or expansion of primary employment or to attract major investment in the Zone that would be a benefit to the property and that would contribute to the economic development of the Town; and (e) That the reinvestment zone as defined in Exhibit "A" attached hereto meets the criteria for the creation of a reinvestment zone as set forth in the Town of Westlake Tax Abatement Policy, which Policy establishes guidelines and criteria governing tax abatement agreements by the Town and provide for the availability of tax abatement for both new facilities and structures and for the expansion or modernization of existing facilities and structures. SECTION 3. That pursuant to the Code, the Town hereby creates a reinvestment zone for commercial/industrial tax abatement encompassing only the area described by the metes and bounds in Exhibit "A" attached hereto and such reinvestment zone is hereby designated and shall hereafter be designated as Reinvestment Zone No. Three (3), Town of Westlake, Texas. SECTION 4. That the Town shall deliver to the Texas Comptroller's Office prior to May 1, 2008, a general description of the reinvestment zone, including its size, the types of property located in it, its duration, and the guidelines and criteria established for the reinvestment zone under Section 312.002 of the Code, including subsequent amendments and modifications of the guidelines or criteria. SECTION 5. That the Zone shall take effect on the 24 h day of March, 2008. SECTION 6. If any portion of this ordinance shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Board hereby determines that it would have adopted this ordinances without the invalid provision. PASSED AND APPROVED ON THIS 24`h DAY OF MARCH 2O08. Scott Bradley, Mayor ATTEST: zc/ . Sutter, TfWC, Town Secretary Joe . Henni Pterim- T M ager APPROVED AS TO FORM: Stan Lowry, o orney EXHIBIT 'A' ORD NO.589 LEGAL DESCRIPTION PROPOSED REINVESTMENT ZONE BEING a tract of land situated in the Jesse Gibson Survey, Abstract Number 592, the G. Hendricks Survey, Abstract Number 680, and the Jesse Sutton Abstract No. 1451 and the Chas Medlin Survey, Abstract Number 1958, Tarrant County, Texas, and being situated in the Jesse Sutton Abstract No. 1154 Denton County Texas and being a portion of that certain tract of land (Tract 2) as described by deed to AIL Investment, L.P., as recorded in Volume 13275, Page 542, County Records, Tarrant County, Texas, and a portion of those tracts of land (tracts 1 & 2) as described by deed to AIL Investment, L.P., as recorded in Volume 13883, Page 335, County Records, Tarrant County, Texas, and a portion of that certain tract of land described by deed to Lakeway Land, Ltd., as recorded in Volume 13978, Page 222, County records, Tarrant County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at a point in the north line of proposed Roanoke -Dove Road where it intersects the west line of said AIL Investment tract (Volume 13883, Page 335 tract 2); THENCE N 00°08' 56"W, 664.08 feet; THENCE S89059'38"W, 23.21 feet; THENCE N 00004'20"E, 200.04 feet; THENCE S 89047'29"W, 391.05 feet; THENCE N 00009'35"W, 461.81 feet; THENCE N 00002'25"W, 818.71 feet; THENCE N 43012'43"E, 127.27 feet to the beginning of a curve to the left; THENCE 320.00 feet along the arc of said curve, through a central angle of 37°20'29", whose radius is 491.00 feet, the long chord of which bears N44° 49'54"E, 314.37 feet; THENCE N 26°09'38"E, 100.00 feet to the beginning of a curve to the right; THENCE 124.87 feet along the arc of said curve, through a.central angle of 12°54'51", whose radius is 554.00 feet, the long chord of which bears N32°37'03"E, 124.60 feet; THENCE N 39004'28"E, 195.82 feet; THENCE N 49047'43"W, 121.24 feet to the beginning of a curve to the right; THENCE 551.83 feet along the arc of said curve, through a central angle of 2715'2T', whose radWs is 1159.96 feet, the long chord of which bears N32°50' 11 "W, 546.64 feet; C&B Job No. 015007.102 AGS j \job\015 007102 \s ur\wp\l eg\rei nvestm et ACF #2359 March 18, 2008 Page 1 of 3 THENCE N 00041'56"W, 1439.38 feet; THENCE S 75035'35"E, 821.08 feet to the beginning of a curve to the right; THENCE 371.00 feet along the arc of said curve, through a central angle of48*18'39", whose radius is 440.00 feet, the long chord of which bears S51°26' 16"E, 360.11 feet; THENCE S 27016'56"E, 214.64 feet to the beginning of a curve to the left; THENCE 880.40 feet along the arc of said curve, through a central angle of 90°04'39", whose radius is 560.00 feet, the long chord of which bears S72°19' 15"E, 792.49 feet; THENCE N 62038'25"E, 197.55 feet to the beginning of a curve to the left; THENCE 1075.06 feet along the arc of said curve, through a central angle of 54°23'23", whose radius is 1132.50 feet, the long chord of which bears S59°20'00"E, 1035.15 feet; THENCE S 86031'42"E, 199.20 feet to the beginning of a curve to the left; THENCE 554.97 feet along the arc of said curve, through a central angle of 15°16'08", whose radius is 2082.50 feet, the long chord of which bears N85°50' 14"E, 553.33 feet; THENCE N 78012' 10"E, 800.32 feet; THENCE S 09034'05"E, 892.93 feet; THENCE S 16042'32"W, 1518.12 feet; THENCE S 00053'35"E, 573.79 feet; THENCE S 11 028'06"E, 564.14 feet; THENCE S 70037'22"W, 349.16 feet to the beginning of a curve to the right; THENCE 253.38 feet along the arc of said curve, through a central angle of 19021 '24", whose radius is 750.00 feet, the long chord of which bears S80018'04"W, 252.18 feet; THENCE S 89058'46"W, 1261.17 feet; THENCE 89000'39"W, 1253.71 feet; THENCE S 87042'32"W, 718.15 feet; THENCE S 88'40'26"W, 272.28 feet to the POINT OF BEGINNING and containing 387.95 acres of land, more or less. C&B Job No. 0 15 007.102 AGS j\job\015007102 \sur\wp\leg\reinvestmet ACF #2359 March 18, 2008 Page 2 of 3 THIS LEGAL DESCRIPTION IS FOR CONTRACT PURPOSES ONLY AND SHOULD NOT BE USED FOR THE CONVEYANCE OF REAL PROPERTY. C&B Job No. 015007.102 AGS j\job\015007102\sur\wp\leg\reinvestmet . ACF #2359 March 18, 2008 Page 3 of 3 _J ' b--- RESOLUTION 21-12 TOWN OF WESTLAKE EXHIBIT C NO.08-18 DESIGNATING A NEIGHBORHOOD EMPOWERMENT ZONE IN THE TOWN OF WESTLAKE, TARRANT AND DENTON COUNTIES, TEXAS; PROVIDING AN EFFECTIVE DATE; AND PROVIDING A SEVERABILITY CLAUSE. WHEREAS, the Board of Aldermen ("Board") of the Town of Westlake, Texas, ("Town"), desires to promote and increase economic development in the Town, and the property described herein, pursuant to Chapter 378 of the Texas Local Government Code; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That the facts and recitations contained in the preamble of this resolution are hereby found and declared to be true and correct and are incorporated herein in their entirety. SECTION 2: That the Board of the Town hereby finds and determines that: (a) That the creation of a Neighborhood Empowerment Zone (`'Zone'') would promote an increase in economic development in the Zone; (b) The property to be contained within the Zone is described in attached Exhibit "A" and incorporated herein in its entirety; (c) That the creation of the Zone benefits and is for the public purpose of increasing public health, safety and welfare of the persons in the Town, and the creation of the Zone satisfies the requirements of Section 312.202 of the Texas Tax Code. SECTION 3: That pursuant to Chapter 378 of the Texas Local Government Code, the Town hereby creates the Zone in the earlier described Exhibit "A", attached hereto and incorporated herein. SI~CTION 4: That the Zbne shall take effect on the 24`h day of March, 2008. ' SECTION 5: 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 Board hereby determines that it would have adopted this Resolution without the invalid provision. PASSED AND APPROVED ON THIS 24"H DAY OF MARCH 2O08. 5zalc�/a4d&a- Scott Bradley, Mayor ATTEST: c, M Sutter, T`RMC, Town Secretary Joe enn? , I/q Brim o� ager APPROVED AS TO FORD; S Lowry, o tto y J.'' 1, i, 1 ,I J_p 2 EXHIBIT W RESO NO.08-18 LEGAL DESCRIPTION PROPOSED REINVESTMENT ZONE BEING a tract of land situated in the Jesse Gibson Survey, Abstract Number 592, the G. Hendricks Survey, Abstract Number 680, and the Jesse Sutton Abstract No. 145land the Chas Medlin Survey, Abstract Number 1958, Tarrant County, Texas, and being situated in the Jesse Sutton Abstract No. 1154 Denton County Texas and being a portion of that certain tract of land (Tract 2) as described by deed to AIL Investment, L.P., as recorded in Volume 13275, Page 542, County Records, Tarrant County, Texas, and a portion of those tracts of land (tracts 1 & 2) as described by deed to AIL Investment, L.P., as recorded in Volume 13883, Page 335, County Records, Tarrant County, Texas, and a portion of that certain tract of land described by deed to Lakeway Land, Ltd., as recorded in Volume 13978, Page 222, County records, Tarrant County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at a point in the north line of proposed Roanoke -Dove Road where it intersects the west line of said AIL Investment tract (Volume 13883, Page 335 tract 2); THENCE N 00008' 56"W, 664.08 feet; THENCE S89059'38"W, 23.21 feet; THENCE N 00004'20"E, 200.04 feet; THENCE S 89°47'29"W, 391.05 feet; THENCE N 00°09'35"W, 461.81 feet; THENCE N 00002'25"W, 818.71 feet; THENCE N 43012'43"E, 127.27 feet to the beginning of a curve to the left; THENCE 320.00 feet along the arc of said curve, through a central angle of 37°20'29", whose radius is 491.00 feet, the long chord of which bears N44° 49'54"E, 314.37 feet; THENCE N 26009'38"E, 100.00 feet to the beginning of a curve to the right; THENCE 124.87 feet along the are of said curve, through a central an of 12°54'51", whose radius is 554.00 feet, the long chord of which bears N32°37'03' E, 124.60 feet; THENCE N 39°04'28"E, 195.82 feet; THENCE N 49°47'43"W, 121.24 feet to the beginning of a curve to the right; THENCE 551.83 feet along the arc of said curve, through a central angle of 27°15'27", whose radius is 1159.96 feet, the long chord of which bears N32°50' 11 "W, 546.64 feet; C&B .lob No. 015007.102 ACF #2359 AGS March 18, 2008 jljob10150071021sur'tiwp11eg1reinvestmet Page 1 of 3 THENCE N 00°41'56"W, 1439.38 feet; THENCE S 75035'35"E, 821.08 feet to the beginning of a curve to the right; THENCE 371.00 feet along the arc of said curve, through a central angle of 48'18'39", whose radius is 440.00 feet, the long chord of which bears S51°26' 16"E, 360.11 feet; THENCE S 27016'56"E, 214.64 feet to the beginning of a curve to the left; THENCE 880.40 feet along the arc of said curve, through a central angle of 90°04'39", whose radius is 560.00 feet, the long chord of which bears S72°19' 15"E, 792.49 feet; THENCE N 62038'25"E, 197.55 feet to the beginning of a curve to the left; THENCE 1075.06 feet along the arc of said curve, through a central angle of 54°23'23", whose radius is 1132.50 feet, the long chord of which bears S59°20'00"E, 1035.15 feet; THENCE S 86031'42"E, 199.20 feet to the beginning of a curve to the left; THENCE 554.97 feet along the are of said curve, through a central angle of 15°16'08", whose radius is 2082.50 feet, the long chord of which bears N85°50' 14"E, 553.33 feet; THENCE N 78012' 10"E, 800.32 feet; THENCE S 09034'05"E, 892.93 feet; THENCE S I6042'32"W, 1518.12 feet; THENCE S 00°53'357'E, 573.79 feet; THENCE S 11 028'06"E, 564.14 feet; THENCE S 70037'22"W, 349.16 feet to the beginning of a curve to the right; THENCE 253.38 feet along the arc of said curve, through a central angle of 19°21'24", whose radius is 750.00 feet, the long chord of which begs S80'18'04"W, 252.1$ feet; THENCE S 89°58'46"W. 1261.17 feet; THENCE 89000'39"W, 1253.71 feet; THENCE S 87°42'32"W, 718.15 feet; THENCE S 88°40'26"W, 272.28 feet to the POINT OF BEGINN`I1\1G and containing 387.95 acres of land, more or less. C&B Job No. 015007.102 ACF 9_359 AGS March 18, 2008 jljob\0150071021sur\wp\leg`,reinvestmet Page 2 of 3 THIS LEGAL DESCRIPTION IS FOR CONTRACT PURPOSES ONLY AND SHOULD NOT BE USED FOR THE CONVEYANCE OF REAL PROPERTY. C&B Job No. 015007.102 AGS j\job\015007102`siir\�Np\leg\reinvestmet ACF #2359 March 18, 2008 Page 3 of 3 ,L-- RESOLUTION 21-12 DUl PARCEL BEING a tract of land situated in the Jesse Gibson Survey, Abstract Number 592 and the G. Hendricks Survey, Abstract Number 680, Tarrant County, Texas, and being a portion of that certain tract (Tract 2) of land described by deed to AIL Investment, L.P., as recorded in Volume 13275, Page 542, County Records, Tarrant County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set being an ell comer in the southerly property line of said AIL Tract 2, said point also being the northeast property corner of that certain tract of land described by deed to AIL investment, L.P., as recorded in Document Number D208228230, County Records, Tarrant County, Texas, being the northeast comer of a proposed 30.403 acre tract to be known as Tract 5, and being an ell comer in the boundary line of the proposed 106.947 acre DCLI property described herein; THENCE S 89049'56"W, 787.23 feet (previously recorded as N 89°50'20"W) along the common property line of the southerly property line of said AIL Tract 2 and the boundary line of said DCLI property described herein and the north property line of said AIL (D208228230) tract and the north line of said proposed Tract 5, to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set at the southeast corner of a proposed 18.323 acre tract to be known as Tract 2, also being the southeast corner of a proposed 10 foot wide Electric and Telecom easement to be known as tract 2A; THENCE N 00°45'29"W, 357.87 feet along the westerly line of said proposed DCLI property described herein and the east line of said Tract 2A and then along the east line of a proposed 10 foot wide gas easement to be known as Tract 2B and then along the east line of a proposed 30 foot wide access easement to be known as Tract 2C and then along a proposed 10 foot wide Water easement to be known as Tract 2D and along the easterly line of said Tract 2 (18.323 acres) to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set; THENCE N 20032' 10"E, 243.20 feet continuing along the common line of the westerly line of said proposed DCLI property described herein and along the easterly line of said proposed Tract 2 to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set; THENCE N 24921'O1 "E, 227.62 feet continuing along said common line to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set; THENCE N 2604741 "E, 340.17 feet continuing along said common line to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set; THENCE N 58007'29"E, 519.96 feet continuing along said common line to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set in the south line of a proposed 67.120 acre tract to be known as Tract 1, and also being the most northerly northwest corner of said proposed DCLI property described herein; Dallas 1432235v.1 THENCE N 89"27'17"E, 1824.60 feet the northerly line of said proposed DCLI property described herein and along the south line of said Tract 1 and then along the south line of a proposed 28.370 acre tract to be known as Tract 3 to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set at the southeast comer of said proposed Tract 3, being in the westerly line of a proposed 3.100 acre tract to be known as Tract 6 and being the northeast comer of said proposed DCLI property described herein. THENCE S 00032'43 "E, 545.49 feet along the easterly line of said proposed DCLI property described herein and along the westerly line of said proposed Tract 6 and along the westerly line of a proposed 8.128 acre tract to be known as a Private Drive Easement and then along the westerly line of a proposed 133.685 acre tract to be known as Tract 4 to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set; THENCE S 40002'39"W, 871.03 feet along the easterly line of said proposed DCLI property described herein and along the westerly line of said proposed tract 4 to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set; THENCE S 01005'24"E, 1442.77 feet continuing along the easterly line of said proposed DCLI property described herein and along the westerly line of said proposed tract 4 to a 5/8 inch iron rod with plastic capped stamped "Carter & Burgess" set in the north right-of-way line of Dove Road as described in a deed to the Town of Westlake and recorded in Volume 16798, Page 279, County Records, Tarrant County Texas and being the southwest corner of said Tract 4 and the southeast corner of said DCLI property described herein; THENCE S 88054'36"W, 1153.05 feet along the north right-of-way line of said Dove Road and along the south line of said DCLI property described herein to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set. THENCE S 87"36'29"W, 138.19 feet continuing along the north line of said Dove Road and the south line of said DCLI property described herein to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set, being in the east property line of that certain tract of land (Tract 1) described by deed to AIL Investment, L.P., as recorded in Volume 13883, Page 335, County Records, Tarrant County, Texas and being the southeast comer of said Tract 5 and the southwest corner of said DCLI property- described herein; THENCE N 00"31'56"E, 1296.32 feet (previously recorded as N 00°44'55"E) along the east property line of said AIL Tract 1 and then along the'east property line of the aforementioned AIL (D208228230) tract and along the east line of said Tract 5 and along the westerly line of said DCLI property described herein to the POINT OF BEGINNING and containing 4,658,596 square feet or 106.947 acres of land more or less. Dallas 1432235v.1 RESOLUTION 21-12 EXHIBIT D DU2 PARCEL BEING A TRACT OF LAND SITUATED IN THE C. MEDLIN SURVEY, ABSTRACT NUMBER 1084, THE G.B HENDRICKS SURVEY, ABSTRACT NUMBER 680 AND THE M. HUNT SURVEY, ABSTRACT NUMBER 756, TARRANT COUNTY, TEXAS, AND BEING A PORTION OF THAT TRACT OF LAND DESCRIBED BY DEED TO HW 2421 LAND, LP., RECORDED IN INSTRUMENT NUMBER D209181337 (HEREINAFTER REFERRED TO AS TRACT 1), AND BEING ALL OF THAT TRACT OF LAND DESCRIBED BY DEED TO HW 2421 LAND LP., (HEREINAFTER REFERRED TO AS TRACT 2) RECORDED IN INSTRUMENT NUMBER D221071977, BOTH OF COUNTY RECORDS, TARRANT COUNTY, TEXAS AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "PELOTON" SET AT THE NORTHEAST CORNER OF LOT 1, DELOITTE UNIVERSITY CONFERENCE CENTER, AN ADDITION TO THE TOWN OF WESTLAKE, RECORDED IN INSTRUMENT NUMBER D210020327, BEING THE BEGINNING OF A NON -TANGENT CURVE TO THE RIGHT; THENCE OVER AND ACROSS SAID TRACT 1 THE FOLLOWING COURSES AND DISTANCES; WITH SAID NON -TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF 597.67 FEET, THROUGH A CENTRAL ANGLE OF 45051'04", HAVING A RADIUS OF 746.85 FEET, THE LONG CHORD WHICH BEARS N 85°53'01 "E, 581.85 FEET, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "PELOTON" SET; S 89°05'05"E, 659.37 FEET, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "PELOTON" SET; N 00°54'55"E, 794.86 FEET, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "PELOTON" SET, AT THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 78.95 FEET, THROUGH A CENTRAL ANGLE OF 09°46'08", HAVING A RADIUS OF 463.06 FEET, THE LONG CHORD WHICH BEARS N 05°47'59"E, 78.86 FEET, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "PELOTON" SET; THENCE N 78004'04"E, 319.26 FEET, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "PELOTON" SET AT THE NORTHWEST CORNER OF THAT TRACT OF LAND DESCRIBED BY DEED TO FMR TEXAS LIMITED PARTNERSHIP, RECORDED IN VOLUME 13457, PAGE 403, SAID COUNTY RECORDS; THENCE WITH THE WEST LINE OF SAID FMR TRACT THE FOLLOWING BEARINGS AND DISTANCES. S 09°40'01 "E, 892.93 FEET, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP FOUND; S 16°36'36"W, 1518.12 FEET, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "PELOTON" SET; S 00-59'31"E, 573.79 FEET, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "PELOTON" SET; S 11°34'02"E, 564.06 FEET, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "PELOTON" SET IN THE NORTH RIGHT-OF-WAY LINE OF' DOVE ROAD (A VARIABLE WIDTH RIGHT-OF-WAY), ' RECORDED IN VOLUME 15922, PAGE 267, COUNTY RECORDS, TARRANT COUNTY, TEXAS; THENCE WITH SAID NORTH RIGHT-OF-WAY LINE THE FOLLOWING COURSES AND DISTANCES: S 70030'11"W, 349.01 FEET, WITH SAID NORTH RIGHT-OF-WAY LINE, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS" FOUND, FOUND AT THE BEGINNING OF A CURVE TO THE RIGHT; WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 253.14 FEET, THROUGH A CENTRAL ANGLE OF 17° 15'59", HAVING A RADIUS OF 840.00 FEET, THE LONG CHORD WHICH BEARS S 80° 10'54"W, 252.18 FEET TO A 5/8 INCH IRON ROD, WITH PLASTIC CAP STAMPED "CARTER & BURGESS" FOUND; S 89051'36"W, 361.48 FEET, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "PELOTON" SET AT THE SOUTHEAST CORNER OF AFOREMENTIONED TRACT 2; S 89°54'40"W, 486.87 FEET, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "PELOTON" SET AT THE SOUTHWEST CORNER OF SAID TRACT 2; S 89051'36"W, 412.49 FEET, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "PELOTON" SET; S 88°53'59"W, 100.66 FEET, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "PELOTON" SET AT THE SOUTHEAST CORNER OF THE AFOREMENTIONED LOT 1, DELOITTE UNIVERSITY CONFERENCE CENTER TRACT; THENCE N 01006'01"W, 1442.83 FEET, WITH THE EAST LINE OF SAID LOT 1, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS" FOUND; THENCE N 40002'02"E, 871.02 FEET, CONTINUING WITH THE EAST LINE OF SAID LOT 1, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS" FOUND; THENCE N 00033'20"W, 545.49 FEET TO THE POINT OF BEGINNING AND CONTAINING 5,120,148 SQUARE FEET OR 117.542 ACRES OF LAND MORE OR LESS. £ 30 £ # 3EVdl LZOZ/SL/£0 :31V41 :A9 (EN33HOl SS :1.8 066L #AOV I a =o N P N � <Z, d n xza3 U = F �a foal ` g > Sti08LVMH#80f OSCC-ZSS-ue#'Hd LLL8LSVX31'HiaOMlaO� OSZ 3uns'.IVMNNVd DOOM-1"IIH 0086 SN011nlOS aNv'1 I III N OiOl 3 d s �c \\. \ i / i I� �\ '• ' .off `� O 0 1 J M o II / l au7 AonnS III rolddy d M M ZO I / / Ij ZQ 1 o� P / a rn U Jo C14 N F-- N NOU— L_\ _ \ II 1\ Z I NOV)0H O \ \ I 3zd9cN \ M: N U an \co o � I O � U N NO 1- \_ — — — — — — — — — — — ZO Li I NHU (��y� V� V W N w = z N Z NFN w (Y Z M w LL1 O J > U N H S � Q I CO U^^ �a c l 7 m � I U o 6 Y � Y rY CD m 0 Z Lu 0 U Z) U N H UJ UJ 0 H W • U OZ J (N WOOZ an �n • .1f T P � S � o �rn 'J F— m O J ZMZmr J � U 111 L ltl7 B[B[ XA75 Y ara � � NOIlNBY 7Y11 N3�k53tl m x mNd aN�lorn i n v -- E'- IB 'Od'8CBL1'7OA 711NM WSW" u O O U -- 7 c O U^ N oa13ci O 0 o m � � oN E� Z t¢ L o � 2 E N. 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