HomeMy WebLinkAbout03-24-08 TC Agenda PacketTOWN OF WESTLAKE, TEXAS
BOARD OF ALDERMEN PRE -BOARD MEETING
AGENDA
MARCH 24, 2008
WESTLAKE CIVIC CAMPUS - DINING HALL
2600 J. T. OTTINGER ROAD
5:00 P.M.
1. CALL TO ORDER
2. EXECUTIVE SESSION
A. The Board will conduct a closed session under Texas Government Code section
551.074 to discuss personnel matters; specifically the Town Secretary's
evaluation.
B. The Board will conduct a closed session under Texas Government Code section
551.087 to discuss economic development negotiations.
3. RECONVENE MEETING.
4. DISCUSSION OF A SECOND WATER SOURCE.
5. REVIEW OF REGULAR AGENDA ITEMS.
6. ADJOURNMENT.
ANY ITEM ON THIS POSTED AGENDA COULD BE DISCUSSED IN EXECUTIVE SESSION AS
LONG AS IT IS WITHIN ONE OF THE PERMITTED CATEGORIES UNDER SECTIONS 551.071
THROUGH 551.076 AND SECTION 551.087 OF THE TEXAS GOVERNMENT CODE.
CERTIFICATION
I certify that the above notice was posted at the Town Hall of the Town of Westlake, 3 Village Circle, Westlake, Texas
and the Westlake Civic Campus, 2600 J.T. Ottinger Road, Westlake, Texas, by Friday, March 21, 2008 by 5:00 p.m.
under the Open Meetings Act, Chapter 551 of the Texas Government Code.
Kim Sutter, TRMC, Town Secretary
If you plan to attend this public meeting and have a disability that requires special needs, please advise the Town
Secretary 48 hours in advance at 817 - 490 -5710 and reasonable accommodations will be made to assist you.
TOWN OF WESTLAKE, TEXAS
BOARD OF ALDERMEN REGULAR MEETING
AGENDA
March 24, 2008
WESTLAKE CIVIC CAMPUS -BOARD ROOM
2600 J. T. OTTINGER ROAD
7:00 p.m.
1. CALL TO ORDER.
2. CITIZENS' PRESENTATIONS: This is an opportunity for citizens to address the Board
on any matter whether or not it is posted on the agenda. The Board cannot by law take
action nor have any discussion or deliberations on any presentation made to the Board at this
time concerning an item not listed on the agenda. Any item presented may be noticed on a
future agenda for deliberation or action.
3. HEAR A REPORT FROM BOY SCOUT AND WESTLAKE RESIDENT HAYDEN
ANDERSON REGARDING HIS EAGLE SCOUT PROJECT, ESTABLSHING THE
TOWN TREE FARM, AND PRESENTATION OF A PROCLAMATION TO MR.
ANDERSON.
4. HEAR A REPORT AND CONSIDER A RESOLUTION APPROVING THE TOWN
1 OF WESTLAKE ANNUAL AUDIT FOR FY 2006 -2007 PRESENTED BY PATILLO,
BROWN AND HILL, L.L.P.
5. HEAR A REPORT FROM THE WESTLAKE ACADEMY FOUNDATION
PRESIDENT.
6. CONDUCT A PUBLIC HEARING AND CONSIDER AN ORDINANCE
DESIGNATING COMMERCIAL / INDUSTRIAL TAX ABATEMENT
j� REINVESTMENT ZONE NO. THREE (3), IN THE TOWN OF WESTLAKE,
TARRANT AND DENTON COUNTIES, TEXAS.
7. CONSIDER A RESOLUTION DESIGNATING A NEIGHBORHOOD
06,1� EMPOWERMENT ZONE, IN THE TOWN OF WESTLAKE, TARRANT AND
DENTON COUNTIES, TEXAS.
8. CONSIDER A RESOLUTION APPROVING AN ECONOMIC DEVELOPMENT
AGREEMENT WITH DELOITTE LLP FOR A LEARNING AND INNOVATION
CENTER PURSUANT TO THE TOWN OF WESTLAKE ECONOMIC
DEVELOPMENT POLICY AND TAX ABATEMENT POLICY.
9. CONSIDER A RESOLUTION APPROVING AN ECONOMIC DEVELOPMENT
AGREEMENT WITH DELOITTE LLP AND ITS PROCUREMENT COMPANY
FOR ESTABLISHMENT OF A PROCUREMENT COMPANY IN THE TOWN OF
WESTLAKE PURSUANT TO THE TOWN OF WESTLAKE ECONOMIC
DEVELOPMENT POLICY AND TAX ABATEMENT POLICY.
10. CONSENT AGENDA: All items listed below are considered routine by the Board of
Aldermen and will be enacted with one motion. There will be no separate discussion of
items unless a Board member or citizen so requests, in which event the item will be removed
from the general order of business and considered in its normal sequence.
A. Review and approve minutes of the Board of Aldermen pre -board and regular meetings
held on March 10, 2008.
B. Review and approve any outstanding bills.
11. EXECUTIVE SESSION
A. The Board will conduct a closed session under Texas Government Code section 551.074
to discuss personnel matters; specifically deliberations regarding the appointment of a
Town Manager.
12. RECONVENE MEETING.
13. EXECUTIVE SESSION ACTION.
14. ADJOURNMENT.
CERTIFICATION
I certify that the above notice was posted at the Town Hall of the Town of Westlake, 3 Village
Circle, and Westlake Civic Campus, 2600 J.T. Ottinger Road, Westlake, Texas, by Friday, March
21, 2008, by 5 p.m. under the Open Meetings Act, Chapter 551 of the Texas Government Code.
Kim Sutter, TRMC, Town Secretary
If you plan to attend this public meeting and have a disability that requires special needs, please
advise the Town Secretary 48 hours in advance at 817- 490 -5710 and reasonable accommodations
will be made to assist you.
Town of Westlake
Memo
To: Honorable Mayor and Members of the Board of Aldermen
From: Joe C. Hennig, Interim Town Manager
Debbie Piper, Finance Director
Subject: Meeting of March 24, 2008
Date: March 18, 2008
ITEM
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Consider a Resolution approving the FY 2006/2007 annual audit from Pattillo, Brown &
Hill, L.L.P.
BACKGROUND
We are pleased to announce that there were no "Management Letter" comments for the
current year audit.
The prior year's "Management Letter" contained comments related to opportunities for
strengthening internal controls. Below are the prior year comments and actions:
Prior year comments and actions:
Statement on Auditing Standards No. 112: This was an informational comment only.
This statement goes into affect for all fiscal year 2007 audits. It states that if material
audit adjustments are prepared by the external auditors, these will be reported as
"significant deficiencies ". Also if proper controls are not in place to reduce to a
relatively low level the risk that misstatements caused by error or fraud in an amount that
would be material in relation to the financial statements may occur and not be detected in
a timely period by employees in the normal course of performing their assigned
functions, a "material weakness" will be reported. The auditors have reviewed our
controls and found them to be sound. There were only a few audit adjustments for the
year ended September 30, 2007. The majority of these adjustments were proposed by
Town personnel upon items found after the financials had been forwarded to the auditors,
e.g. invoices to be posted as accounts payable.
Certificate of Achievement for Excellence in Financial Reporting: This comment is the
recommendation of the Town to participate in the Certificate Program. We plan to
submit our Comprehensive Annual Financial Report for the Certificate of Achievement
for Excellence in Financial Reporting for the fiscal year ended September 30, 2007.
Segregation of Duties: Internal controls are designed to safeguard assets and to assist in
detecting losses from fraud or error. A fundamental concept in an effective system of
internal control is the segregation of duties. Although the size of the Town's accounting
staff prohibits complete adherence to this concept, we believe that practices could be
implemented to improve existing internal control without impairing efficiency. With the
addition of our new revenue /records clerk, the Finance Department is now able to more
aptly segregate duties to safeguard our assets.
As implemented in the previous years, we have included the Texas Student Housing
audited information in our report. Because the Board of Aldermen may appoint and/or
remove a director of the Texas Student Housing Board, it was determined that TSH
should be considered a component unit of the Town. The information has been included
in the financials and in the footnotes. It was also noted that the debt of TSH is not a
liability of the Town.
The inclusion of this information in the Town's audit will not affect any future bond
ratings nor have a negative impact on the Town's overall debt ratio for the purpose of
securing additional financing in the future.
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TQ/xn Secretary's Office
TOWN OF WESTLAKE
RESOLUTION NO. 08 -17
APPROVING THE FISCAL YEAR 2006 /2007 ANNUAL AUDIT REPORT FROM
PATTILLO, BROWN & HILL, L.L.P.
WHEREAS, Section 103.001 of the Local Government Code requires that a
municipality shall have its records and accounts audited annually and shall have an
annual financial statement prepared based on the audit; and
WHEREAS, Section 103.002 of the Local Government Code requires that a
municipality shall employ at its own expense a certified public accountant who is licensed
in this state or a public accountant who holds a permit to practice from the Texas State
Board of Public Accountancy to conduct the audit and to prepare the annual financial
statements; and
WHEREAS, the firm of Pattillo, Brown & Hill, L.L.P. was selected and approved
by the Board of Aldermen on July 12, 2006 to perform the Town of Westlake's financial
audit for the year ended September 30, 2007.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF
THE TOWN OF WESTLAKE:
SECTION 1: That the Board of Aldermen does hereby approve the fiscal year
2006 /2007 annual audit report from Pattillo, Brown & Hill, L.L.P., attached as Exhibit
«A„
SECTION 2: That this Resolution shall become effective upon the date of its
passage.
PASSED AND APPROVED ON THIS 24' DAY OF MARCH, 2008.
ATTEST:
Kim Sutter, TRMS, Town Secretary
APPROVED AS TO FORM:
L. Stanton Lowry, Town Attorney
Scott Bradley, Mayor
Joe C. Hennig, Interim Town Manager
Town of Westlake
Memo
To: Honorable Mayor and Members of the Board of Aldermen
From: Joe C. Hennig, Town Manager
Subject: Regular Meeting of March 24, 2008
Date: March 19, 2008
ITEM
6) Conduct a Public Hearing and consider an Ordinance designating commercial/
industrial tax abatement Reinvestment Zone No. 3 in the Town of Westlake.
7) Consider a Resolution designating a Neighborhood Empowerment Zone (No. 2)
In the Town of Westlake.
8) Consider a Resolution approving an Economic Development Agreement with
Deloitte LLP for a learning and innovation center pursuant to the Town's Economic
Development Policy and Tax Abatement Policy.
9) Consider a Resolution approving an Economic Development Agreement with
Deloitte LLP and its Procurement Company ( the "ProCo ") for establishment of a
procurement company in the Town of Westlake pursuant to the Town's Economic
Development Policy and Tax Abatement Policy.
BACKGROUND
Becoming public for the first time tonight, this economic development agreement is in
regard to a corporate facility that will provide state -of -the art training and professional
development for Deloitte LLP personnel, estimated to host approximately 125,000
visitors a year. The proposed corporate campus known as the Deloitte Center for
Leadership and Innovation (DCLI) will be considered Phase I and consist of
approximately 750,000 gross square feet with 800 -1000 guest rooms, dining venues,
multiple conference spaces, a ballroom, business center, recreational center, spa and
fitness center. The total project cost is estimated at $200 -250 million with the
construction costs estimated at $165 million for Phase I. This center is estimated to
employ 100 Deloitte full time personnel with an additional 300 -400 contracted support
personnel jobs. Important to note: Deloitte has also proposed as a part of this project the
location of a procurement company (ProCo). The ProCo will purchase and sell items to
other Texas Deloitte companies within the State thus increasing our sales tax revenue, not
otherwise realized. This ProCo is estimated to generate an additional $500,000 in local
sales tax receipts annually for Westlake, if it is created. Hotel Occupancy Tax will apply
only to non - Deloitte personnel. The hotel tax has been estimated at $250,000 annually.
Additional tax revenue could be realized for the sale of food and mixed beverage to non -
Deloitte personnel but no estimates were noted.
In addition, a proposed Data Recovery Center (DRC) has been approved by Deloitte as a
Phase II project. This DRC has an estimated construction value of $30 million.
Tax incentives from both Tarrant County and the State of Texas have been requested for
this project.
As with past incentive agreements within the Town, Deloitte has requested a 10 year
abatement of advalorem property taxes with Phase I beginning at the time the facility is
occupied. The agreement states that the Town would collect 25% of the advalorem taxes
due and the remaining 75% would be abated. In addition, as an established precedent, the
Town seeks to share sales tax dollars with Deloitte for sales from the construction related
aspects of the project situs in Westlake. Under the agreement, Deloitte will be
reimbursed 50% of the collected sales tax and the Town will keep 50% of the sales tax
proceeds related to construction costs. The ProCo agreement specifies that the Town will
keep 25% and Deloitte will be reimbursed an amount equal to 75% of the Town's total
sales tax receipts.
ITEM 6 relates to the creation of Reinvestment Zone No. Three in the Town of Westlake.
This designation would allow tax abatement for commercial /industrial uses within the
boundaries of Exhibit A, attached to the applicable Ordinance found in Tab 6. This
abatement is necessary to attract major investment within the Reinvestment Zone that
will be beneficial to the property and to the Town of Westlake. The Board approved
Resolution 08 -16 on March 10, 2008, for a notice of intent relating to the establishment
of a reinvestment zone and followed the required law for all notification purposes of the
required Public Hearing.
ITEM 7 relates to the creation of a Neighborhood Empowerment Zone in the Town of
Westlake. This zone allows the Town to waive impact fees relating to development
within the boundaries as noted in Exhibit A, attached to the applicable Resolution found
in Tab 7. The waiving of impact fees within the designated boundary is also necessary to
attract major investment within the Neighborhood Empowerment Zone that will be
beneficial to the property and the Town.
ITEM 8 relates to the economic development agreement specific to Deloitte LLP for the
main project of the leadership and innovation center. It is attached for your review
behind the applicable Resolution in Tab 8. In order to allow the adoption of this
economic development agreement, state law requires that the Town adopt an Economic
Development Incentive Policy. This Policy is in place and was most recently adopted by
Resolution 06 -19 by the Board on May 8, 2006.
ITEM 9 relates to the economic development agreement specific to the ProCo, subsidiary
of Deloitte LLP. It is also attached for your review behind the applicable Resolution in
Tab 9.
FUNDING
The situs sales tax revenues are estimated for the Phase I project to be $3 million, based
on a construction cost of $165 million. None of these funds would have been realized
absent the situs agreement with Deloitte.
Since the Town has not adopted an advalorem property tax, no property tax revenues will
be abated by the Town of Westlake. In addition, the Town does not collect impact fees,
thus no impact fees will be waived.
Additionally, sales tax revenues estimated to be received from the proposed procurement
company are $500,000 annually.
Phase II — Data Recovery Center has an estimated construction cost of $30 million with
estimated sales tax revenues of $600,000. However, the start date for this phase has not
been determined.
A nnnll171r" n'%7_
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To n Secretary's Office
TOWN OF WESTLAKE
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, a public 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 testimony, 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 24th 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" DAY OF MARCH, 2008.
Scott Bradley, Mayor
ATTEST:
Kim Sutter, TRMC, Town Secretary Joe C. Hennig, Interim Town Manager
APPROVED AS TO FORM:
Stan Lowry, Town Attorney
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 00 008' 56 "W, 664.08 feet;
THENCE S89 059'38 "W, 23.21 feet;
THENCE N 00 004'20 "E, 200.04 feet;
THENCE S 89 °47'29 "W, 391.05 feet;
THENCE N 00 009'35 "W, 461.81 feet;
THENCE N 00 002'25 "W, 818.71 feet;
THENCE N 43 012'43 "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 26 009'38 "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 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 39 °04'28 "E, 195.82 feet;
THENCE N 49 047'43 "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 N32'50'1 I "W, 546.64 feet;
C &B Job No. 015007.102 ACF #2359
AGS March 18, 2008
j \job\ 015007102 \sur \wp \leg\reinvestmet Page 1 of 3
THENCE N 00 041'56 "W, 1439.38 feet;
THENCE S 75 035'35 "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 27 016'56 "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 °19'1 5"E, 792.49 feet;
THENCE N 62 038'25 "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 86°31'42 "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 09 034'05 "E, 892.93 feet;
THENCE S 16 042'32 "W, 1518.12 feet;
THENCE S 00 053'35 "E, 573.79 feet;
THENCE S 11 °28'06 "E, 564.14 feet;
THENCE S 70 037'22 "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 bears S80 °18'04 "W, 252.18 feet;
THENCE S 89 058'46 "W, 1261.17 feet;
THENCE 89 000'39 "W, 1253.71 feet;
THENCE S 87 042'32 "W, 718.15 feet;
THENCE S 88 040'26 "W, 272.28 feet to the POINT OF BEGINNING and containing 387.95
acres of land, more or less.
C &B Job No. 015007.102
AGS
j \job\ 015007102 \sur \wp \leg\reinvestmet
ACF #2359
March 18, 2008
Page 2of3
THIS LEGAL DESCRIPTION IS FOR CONTRACT PURPOSES ONLY AND SHOULD
NOT BE USED FOR THE CONVEYANCE OF REAL PROPERTY.
C &B Job No. 0 15 007.102
AGS
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ACF #2359
March 18, 2008
Page 3 of')
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TOWN OF WESTLAKE
RESOLUTION NO. 08 -19
APPROVING AN ECONOMIC DEVELOPMENT AGREEMENT WITH
DELOITTE LLP FOR A LEARNING AND INNOVATION CENTER PURSUANT
TO THE TOWN OF WESTLAKE ECONOMIC DEVELOPMENT POLICY AND
TAX ABATEMENT POLICY; AND DECLARING AN EFFECTIVE DATE.
WHEREAS, The Board of Aldermen adopted an Economic Development Incentive
Policy by Resolution 06 -19 on May 8, 2006, and a commercial/industrial tax abatement
reinvestment zone by Ordinance 589 on March 24, 2008; and
WHEREAS, pursuant to Chapter 380 of the Texas Local Government Code the
Board of Aldermen of the Town of Westlake, Texas (the "Board ") has adopted a program
for granting public funds in the form of sales tax rebates to promote local economic
development, and stimulate business and commercial activity in the Town of Westlake,
Texas (the "Town "); and
WHEREAS, pursuant to said policy and Chapter 380 of the Texas Local
Government Code the Board finds the economic development incentive offered in the
attached Agreement will promote the economic development and stimulate business and
commercial activity in the Town.
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 Deloitte LLP attached hereto as Exhibit "A" and incorporated
herein for all purposes is hereby approved; and further authorizes the Town Manager to
execute the contract on behalf of the Town of Westlake, Texas.
SECTION 2: That this Resolution shall take effect from and after its final date of
passage, and it is accordingly so ordered.
PASSED AND APPROVED BY THE BOARD OF ALDERMEN OF THE TOWN OF
WESTLAKE, TEXAS, ON THIS 24th DAY OF MARCH, 2008.
Scott Bradley, Mayor
ATTEST:
Kim Sutter, TRMC, Town Secretary Joe C. Hennig, Interim Town Manager
APPROVED AS TO FORM:
L. Stanton Lowry, Town Attorney
ECONOMIC DEVELOPMENT AGREEMENT
STATE OF TEXAS §
COUNTIES OF DENTON AND TARRANT §
This Economic Development Agreement ( "Agreement ") is made and entered into as of
the day of , 2008 (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 LLP "), each acting by and
through their respective authorized officers and representatives.
WITNESSETH:
WHEREAS, Deloitte LLP (or one of its Affiliates, as herein defined) is considering
constructing certain facilities, including, but not by way of limitation, a learning and innovation
center 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 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 Board of Aldermen of the Town
('Board "), 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 "), 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 Board passed Resolution No. 08 -18,
which is attached hereto as Exhibit "C" and incorporated herein for all purposes, establishing
Neighborhood Empowerment Zone No. 2, Town of Westlake, Texas ("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 LLP (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
1363744v.14 DEL255 /16000
herein), and the development and construction on such 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, 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 LLP; and
WHEREAS, the Board finds that the improvements proposed for the 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 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 Tarrant County, the Board 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 LLP, 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 Tarrant County and
the economic development and tax abatement incentives set forth therein 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:
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 LLP, or any entity the ownership of which is
substantially the same as Deloitte LLP.
"Board" shall mean the Board of Aldermen of the Town.
"Direct Payment Permit" shall mean a permit granted by the State and authorized under
34 TAC Sec. 3.288 that allows for the tracking of all taxable transactions subject to sales and use
tax pursuant to Chapter 321 of the Tax Code.
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"First Use" shall mean the designation of the Town for use tax purposes as the situs for
Ongoing Costs.
"Force Majeure" shall mean any contingency or cause beyond the reasonable control of
Deloitte LLP and its Affiliates, including, without limitation, acts of God or the public enemy,
epidemic, war, riot, civil - commotion, insurrection, governmental or de facto governmental action
(unless caused by acts or omissions of Deloitte LLP or its Affiliates), fire, explosions, floods, or
strikes.
"Hotel Occupancy Taxes" shall mean those hotel occupancy taxes authorized by Chapter
351 of the Tax Code (or any successor statute).
"Jobs" shall mean all positions held by an employee, partner or principal of Deloitte LLP
or any of its Affiliates, in which such employee, partner or principal works on a full -time basis
for Deloitte LLP or any of its Affiliates and has an office in, or works primarily from, the
Qualified Facilities.
"Land" shall mean the parcel(s) of land which is more particularly described in
"Exhibit C," attached hereto and incorporated herein for all purposes.
"Minimum Threshold Eligibility Requirements" shall mean (i) the construction and
maintenance of a minimum 750,000 gross square feet of total structures on the Land; (ii) the
existence of at least one hundred (100) Jobs; and (iii) the expenditure of no less than
$200,000,000 on Project Costs.
"Ongoing Costs" shall mean all the respective costs incurred in connection with each
building comprising the Qualified Facilities subsequent to the sales grant period described in
Section 14.A hereof.
"Phase" shall mean each portion of the Project, as developed in such order and containing
such acreage as Deloitte LLP, in its sole discretion, may determine.
"Phase I" shall mean a portion of the Project constructed on or before January 1, 2014,
including, but not by way of limitation, a learning and innovation center, as the first Phase of the
Proj ect.
"Phase 11" shall mean a portion of the Project whose development begins after that of
Phase 1. Phase II may be constructed on the Land or on another parcel(s) of land owned by
Deloitte LLP or its Affiliates that is within the Town. Should Phase II be constructed on another
such parcel(s) of land within the Town, such parcel(s) shall also be considered to be '*Land.''
"Procurement Company" shall mean a procurement company that Deloitte LLP has the
right to establish which operates a business of purchasing and reselling items, including taxable
items, within the State.
"Project" shall mean the improvements, related infrastructure and/or modifications
approved under the Town's Planned Development Regulations and to be constructed on the
Land, or with respect to Phase II, on the Land or another parcel(s) of land owned by Deloitte
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LLP or its Affiliates within the Town, by or on behalf of Deloitte . LLP or its Affiliates. The
Project includes the Qualified Facilities.
"Project Costs" shall mean all costs incurred by Deloitte LLP or its Affiliates with respect
to the acquisition, construction, reconstruction, improvement, and expansion, as the case may be,
of the Project, 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; 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 Project; and administrative
expenses.
"Qualified Facilities" shall mean the buildings and other structural components of the
facility to be constructed by or on behalf of Deloitte LLP or its Affiliates as part of the Project; 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 Tax attributable to the purchase of taxable items by
Deloitte LLP or its Affiliates or its contractors and (2) the Town's receipts from the State
attributable to the collection of Total Town Sales and Use Tax by the Procurement Company.
The parties expressly acknowledge and agree that the sales and use tax receipts described herein
are being used only as a measurement of the Town's payment of grants through the use of
general funds.
"State" shall mean the State of Texas and all taxing authorities thereof, incl_>>ding, without
limitation, the Comptroller of Public Accounts of the State of Texas.
"Total Town Sales and Use Taxes" shall mean the Town's Sales and Use Taxes plus the
half percent (.5 %) 4B economic development sales tax authorized by art. 5190.6, Vernon's
Texas Civil Statutes, Section 4B. 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 (it being expressly understood that sales and use taxes are
being used only as a measurement of the Town's grant of lawfully available funds to Deloitte
LLP pursuant to Chapter 380 of the LGC).
"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 4B. 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 (it being expressly
understood that sales and use taxes are being used only as a measurement of the Town's grant of
lawfully available funds to Deloitte LLP pursuant to Chapter 380 of the LGC).
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1363744v.14 DEL255 /16000
"Use Payment Permit" shall mean a permit granted by the State that allows for the
tracking of all taxable transactions subject to sales and use tax pursuant to Chapter 321 of the
Tax Code.
Section 2. General Provisions.
A. The 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 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 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 Texas Tax Code, Chapter 312, by Chapter 378 and Chapter
380 of the LGC, 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 relevant laws cited herein.
Section 3. Term.
Subject to Section 5 and Section IOB. hereof, this Agreement shall remain in full force
and effect from its date of execution through April 1, 2018, when it shall renew for an additional
ten -year period without any action by either party. Thereafter, on each ten (10) year anniversary
of such date (each of April 1, 2018 and each ten -year anniversary of such date, a "Renewal
Date "), this Agreement shall renew for successive ten (10) year terms without any action by
either party; provided, however, that on any Renewal Date, either Deloitte LLP or the Town may
elect to terminate this Agreement by providing the other party not less than thirty (30) days'
written notice of termination, as further described in Section 5 of this Agreement. The term of
this Agreement notwithstanding, 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
other economic development incentives granted hereby to Deloitte LLP for the Qualified
Facilities and the 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 other circumstances beyond the reasonable control of Deloitte LLP or its
Affiliates, except to the extent otherwise specified in Sections 5 and 15 hereof.
Section 4. Records and Inspections.
A. Not later than February 15 of each year during the term of this Agreement,
Deloitte LLP shall certify to the Town (i) the number of Jobs 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 1 of such year, as reasonably calculated by an architect retained by
Deloitte LLP.
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B. At all times throughout the term of this Agreement, the authorized representatives
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 Deloitte LLP, 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 Deloitte LLP 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 LLP's security procedures and which is the
least disruptive of the employees and business operations of Deloitte LLP and its
Affiliates.
C. Deloitte LLP shall also provide the Town, in a timely manner, reasonably
satisfactory evidence of all sales taxes paid by Deloitte LLP or its Affiliates for
which Deloitte LLP seeks a grant pursuant to Sections 14 and 15 below.
Section 5. Breach and Remedy; Termination.
A. The occurrence of the following conditions shall constitute an event of default
("Event of Default ") hereunder: (i) the Qualified Facilities for which Deloitte LLP
or any of its Affiliates has received an abatement hereunder fail to satisfy the
Minimum Threshold Eligibility Requirements at any time subsequent to
January 1, 2014; or (ii) Deloitte LLP 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 Deloitte LLP's receipt of written notice (the "Breach Notice ")
from the Town, delivered in accordance with Section 18 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 Deloitte LLP has
commenced and is continuing to pursue the cure of such breach, then after first
advising the Town of such cure efforts, Deloitte LLP shall automatically receive
an additional ninety (90) day period within which to cure such breach. The Town
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 Deloitte LLP to
fully perform its obligations hereunder is the result of a Force Majeure event.
Further time for cure of a breach by Deloitte LLP shall be extended by the
reasonable time Deloitte LLP 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, 11, 14, 15 and 16 hereof, pursuant to a notice (the
"Suspension Notice ") delivered in accordance with Section 18 hereof, and
thereafter to receive from Deloitte LLP, 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 LLP or its
Affiliates but for this Agreement, for each year in which the Event of Default
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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 Deloitte LLP of the Suspension Notice. If the Town delivers a
Suspension Notice pursuant to this Section 5, then Deloitte LLP shall thereafter
have no right to receive the tax abatements and grants specified in Sections 10,
11, 14, 15 and 16 hereof unless and until Deloitte LLP 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 or the right to
seek any damages other than the liquidated damages specified above, being
hereby waived.
D. This Agreement shall terminate upon any one of the following:
(a) On any Renewal Date, by either party, upon not less than thirty (30) days'
written notice of termination to the other party;
(b) By Deloitte LLP, immediately upon written notice to the Town, if the
Town fails to pay any grant within the applicable time period provided under this Agreement;
and
(c) Immediately upon written notice from Deloitte LLP to the Town, upon
any breach by the Town of its obligations under Section 15 with respect to Confidential Tax
Information.
Section 6. Sale, Assignment or Lease of Property.
Deloitte LLP shall have the right, without the Town's consent, to transfer, convey or
lease all or any portion of the Land, the Project or the Qualified Facilities to one or more of its
Affiliates and, in connection therewith, to assign to such Affiliates all or any portion of Deloitte
LLP'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 LLP's rights and obligations under this Agreement shall require the prior approval of the
Board. Deloitte LLP shall notify the Town pursuant to Section 18 of any proposed assignment
requiring the Board's approval at least fifteen (15) days prior to the proposed effective date of
such assignment. The approval of the Board of such assignment shall not be unreasonably
withheld.
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Section 7. Waiver of Fees.
A. The Town agrees that it shall waive all of the fees related to the construction of
buildings in the Zone, including Impact Fees (as such term is defined in Chapter
395 of the LGC) for Phase II.
B. All fees assessed by Town against Deloitte LLP or its Affiliates for all phases of
the Project other than Phase II shall be made in strict compliance with Chapter
378 and Chapter 395 of the LGC, as appropriate, and Deloitte LLP does not
waive, and hereby expressly retains, all rights to challenge any such fee assessed
by the Town.
Section 8. Permitting Process.
A. The 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.
Section 9. Mutual Assistance.
The Town hereby agrees to cooperate with Deloitte LLP 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 the Project, if requested by Deloitte LLP.
Section 10. Tax Abatement.
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 Deloitte LLP and its Affiliates to construct the Qualified Facilities,
the Town hereby grants a tax abatement of seventy -five percent (75 %), such that
Deloitte LLP and its Affiliates shall pay twenty -five percent (25 %), of all real and
personal property ad valorem taxes which may hereafter be assessed by the Town
and which may be abated under Ch. 312 of the Tax Code (or any successor
statute) on each Qualified Facility constructed in the Project.
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B. The term of the tax abatement for each Qualified Facility shall extend for a period
of ten (10) years from the later of the date that ad valorem taxes are levied by the
Town or the date of issuance of the initial certificate of occupancy for such
Qualified Facility. Any tax abatement approved hereunder shall survive the
termination of this Agreement and remain in force so long as Deloitte LLP
complies with the Minimum Threshold Eligibility Requirements.
Section 11. Grants.
The Town recognizes that the abatement of future ad valorem taxes, as provided in
Section 10, above, constitutes a material inducement to Deloitte LLP and its Affiliates 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 grant 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 Deloitte LLP, 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 10.13 above.
Section 12. Right of Protest.
A. Deloitte LLP and its Affiliates shall have the right to protest, contest or litigate:
(a) any assessment of the value of the Project by any appraisal district which
appraises real or personal property on all or any part of the Project; and, (b) any
tax imposed on the 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.
B. Except as expressly provided, this Agreement shall not be construed to in any way
modify Deloitte LLP'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 Project or
Deloitte LLP's or any of its Affiliates' operations at the Project. Notwithstanding
the foregoing, in the absence of either a casualty to the Qualified 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,
any protest of ad valorem taxes by Deloitte LLP or its Affiliates after the
completion of Phase I resulting in an appraised value for the Qualified Facilities
of less than $50,000,000 shall constitute an Event of Default.
Section 13. Annual Application for Tax Exemption.
It shall be the responsibility of Deloitte LLP, 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 Project has situs.
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Section 14. Chapter 380 Grant Based Upon Sales Taxes.
A. Pursuant to the authority granted by Chapter 380 of the LGC, Deloitte LLP shall
receive from the Town a grant in the amount equal to one hundred percent (100 %)
of the Sales Tax Receipts pertaining to the Town's Sales and Use Taxes that were
paid by Deloitte LLP, its Affiliates or their respective contractors within the
applicable period described herein for any Project Costs, except with respect to
those Project Costs incurred by the Procurement Company (defined below). The
sales tax grant period created under this Section 14 shall 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 sixty (60) months following
the date the Town issues a building permit for the construction of such building.
B. The sales 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 subsection 14.A., 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.
C. Deloitte LLP shall use diligent and good faith efforts to manage all construction
comprising or related to the Qualified Facilities to maximize, to the extent
practicable and reasonable for Deloitte LLP, the amount of sales tax collection by
the Town by having a point of sale in the Town in accordance with all applicable
law.
D. All grants referenced herein shall be paid quarterly to Deloitte LLP 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 received by the Town
pertaining to, or on behalf of, Deloitte LLP or its Affiliates.
Section 15. Chapter 380 Grant Based Upon ProCo Incentive Agreement Revenues
A. Pursuant to Texas law, Deloitte LLP shall have the right to establish the
Procurement Company. Upon Deloitte LLP's request, the Town will enter into an
economic development incentive agreement with the Procurement Company, in
the form attached hereto as Exhibit "D" (the "ProCo Incentive Agreement ").
Whereupon, pursuant to the terms of the ProCo Incentive Agreement, Deloitte
LLP will use the Procurement Company (which is sited within the Town), to the
extent practicable and reasonable, to make purchases for the operations of
Deloitte LLP and its Affiliates within the State of Texas. Deloitte LLP and the
Town agree that the failure by any third party to observe or comply with the terms
of the ProCo Incentive Agreement shall not be attributable in any way to Deloitte
LLP or the Town.
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B. Pursuant to the authority granted by Chapter 380 of the LGC, the Town shall
make a grant to Deloitte LLP, or, as Deloitte LLP may direct, to one of its
Affiliates in an amount equal to 75% (excluding sales tax revenues from the half
percent (.5 %) 4B economic development sales tax authorized by art. 5190.6,
Vernon's Texas Civil Statutes, Section 413) of Total Town Sales and Use Taxes
collected through the ProCo Incentive Agreement. The parties expressly
acknowledge and agree that the sales and use taxes described herein are being
used only as a measurement of the Town's payment of grants through the use of
general funds.
C. The sales 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 subsection A., above. Under no circumstances shall the
Town's obligations hereunder be deemed to create any debt within the meaning of
anv constitutional or statutory prevrsron.
Section 16. Chapter 380 Grant Based Upon Sales/Use Taxes for Ongoing Spend.
A. In the event that the ProCo Incentive Agreement is not executed, Deloitte LLP
shall have the right to seek to obtain a Direct Payment Permit, which would
establish First Use within the Town.
B. If Deloitte LLP obtains such a Direct Payment Permit, pursuant to the authority
granted by Chapter 380 of the LGC, Deloitte LLP shall receive from the Town a
grant in the amount equal to one hundred percent (100 %) of the Sales Tax
Receipts pertaining to the Town's Sales and Use Taxes that were paid by Deloitte
LLP or its Affiliates for any Ongoing Costs. tt JJ
C. The sales /use 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 subsection 16.B., 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 LLP obtains such a Direct Payment Permit, Deloitte LLP shall use
diligent and good faith efforts to manage all Ongoing Costs related to the
Qualified Facilities to maximize, to the extent practicable and reasonable for
Deloitte LLP, the amount of sales and use tax collection by the Town arising from
establishing First Use in the Town in accordance with all applicable law.
E. All grants referenced herein shall be paid quarterly to Deloitte LLP 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 received by the Town
pertaining to the Project, by or on behalf of Deloitte LLP or its Affiliates.
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Section 17. Chapter 380 Grant Based Upon Hotel Occupancy Taxes.
A. Pursuant to the authority granted by Chapter 380 of the LGC, Deloitte LLP shall
receive from the Town a grant in an amount equal to fifty percent (50 %) of the
Town's Hotel Occupancy Taxes collected by Deloitte LLP or its Affiliates with
respect to any of the Qualified Facilities. The grant period created under this
Section 16 shall commence with the issuance of a certificate of occupancy for
each Qualified Facility within the Project.
B. The grants referenced herein 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 subsection 16.A., above. 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 LLP within sixty (60) days
of the end of each calendar quarter. The amount to be granted shall be determined
based on receipts submitted by, or on behalf of, Deloitte LLP or its Affiliates to
the State.
Section 18. 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:
With Copies to:
Office of General Counsel
1633 Broadway
New York, New York 10019
Town:
Joe Hennig
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1363744v.14 DEL255/16000
Interim Town Manager
Town of Westlake
3 Village Circle, Suite 202
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, Toxxm 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 24th
day of March, 2008, authorizing the Town Manager to execute this Agreement on behalf of the
Town. Town represents and warrants to Deloitte LLP that Town may lawfully perform its
obligations under this Agreement.
Section 20. Deloitte LLP Authorization.
The individual executing this Agreement on behalf of Deloitte LLP 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. 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 22. Estoppel 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 Deloitte LLP, or a lessee,
purchaser or assignee of Deloitte LLP, 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
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1363744v.14 DEL255 /16000
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 23. 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.
Section 24. 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 25. 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 26. Successors and Assi
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
Deloitte LLP.
Section 27. Further Assurances.
The Town and Deloitte LLP 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 Project.
(SIGNATURE PAGES FOLLOW)
-14-
1363744v.14 DEL255/16000
EXECUTED to be effective as of the date first set forth above.
ATTEST:
Kim Sutter, TRMC, Town Secretary
APPROVED AS TO FORM
By: L. Stanton Lowry
Town Attorney
TOWN OF WESTLAKE, TEXAS,
a municipal corporation
By:_
Name:
Title:
Joe C. Hennig
Interim Town Manager,
DELOITTE LLP,
a Delaware limited liability partnership
By:_
Name:
Title:
Signature Page to Economic DeheloPment Agreement
1363744v.14 DEL255 /16000
STATE OF TEXAS §
COUNTY §
This instrument was acknowledged before me on , 2008, by Scott
Bradley, the Mayor of the Town of Westlake, Texas, a municipal corporation, on behalf of said
municipal corporation.
STATE OF TEXAS
COUNTY
Notary Public in and for the State of Texas
Printed /Typed Name of Notary
My Commission Expires:
This instrument was acknowledged before me on , 2008, by
, in his/her capacity as a partner /principal of Deloitte
LLP, on behalf of said partnership.
Notary Public in and for the State of Texas
Printed/Typed Name of Notary
My Commission Expires:
Notary Signature Page
1363744v.14 DEL255/16000
EXHIBIT W
TOWN OF WESTLAKE
RESOLUTION NO. 06-19
A RESOLUTION OF THE BOARD OF ALDERMEN 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 Board of Aldermen before entering into any Economic Development Agreement
that provides reimbursement of taxes; and
WHEREAS, Chapter 380 of the Texas Local Govenunent Code allows the Board of
Aldermen to create policies for economic development and any related grants or incentives.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERAIEN OF THE
TOWN' OF WESTLAKE, TEXAS:
SECTION 1: The above findings are hereby found to be true and correct and are
incorporated herein in its entirety.
SECTION 2: The Board of Aldermen of the To Am of Westlake, Texas, adopts the
attached Exhibit A, Town of Westlake Economic Development Incentive Policy and directs the
Town Manager to immediately submit an Economic Development Agreement to the Board of
Aldermen consistent with the terms of this policy.
PASSED AND APPROVED ON THIS 8th DAY OF MAY, 2006.
ATTEST: e2-� ZA:ia�
Scott Brad fey., Mayor
Y Secretary n Dwinnell, To-Am PRO F RM:
L. anton o o Attorney
Trent O. Petty, A Manager
EXHIBIT A
RESO NO. 06 -19
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 To Am 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 Board of Aldermen (`Board of Aldermen ")
pursuant to the Policy must be memorialized in an agreement to be executed and
approved by the Town and applicant (the "Incentive Aereement").
Section III. Tax Abatement Criteria
A. Any application for tax abatement shall be reviewed and approved or disapproved
by the Board of Aldermen and, if applicable, consider the recommendations of the
Westlake Development Corporation and /or the Westlake 4A Corporation. In general, the
application NN,ill 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:
• 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
years. The term of the abatement may be granted for a lesser number of years depending
upon the anticipated `value added' to the Town.
Section IV. Value of the Project
The amount of the Incentive will be determined by the Board of Aldermen 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 Aloditication
The terms of an Incentive Agreement shall include the Town's right to:
2
(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 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 an), 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 Board of Aldermen 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 Board of Aldermen. In the review
process. the Board of Aldermen vArill. if applicable, consider the recommendations of the
Westlake Development Corporation and /or the Westlake 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 4A and /or 4B of Article
5190.6. Tex. Rev. Civ. Stat.; and /or
3
• 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.
H:%BoyIe- LoN +n'J\'est Lake\mI- agreements''."I -agr econ de% inc pohc}.doc
L,
TOWN OF WESTLAKE
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.
SECTION 4: That the Zone 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 24TH DAY OF MARCH, 2008.
Scott Bradley, Mayor
ATTEST:
Kim Sutter, TRMC, Town Secretary Joe C. Hennig, Interim Town Manager
APPROVED AS TO FORM:
Stan Lowry, Town Attorney
2
EXHIBIT "A"
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. 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 00 008' 56 "W, 664.08 feet;
THENCE S89 059'38 "W, 23.21 feet;
THENCE N 00 004'20 "E, 200.04 feet;
THENCE S 89 047'29 "W, 391.05 feet;
THENCE N 00 009'35 "W, 461.81 feet;
THENCE N 00 002'25 "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 26 009'38 "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 39 004'28 "E, 195.82 feet;
THENCE N 49 047'43 "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 N32'50'1 I "W, 546.64 feet;
C &B Job No. 015007.102
AGS
j \job \015 007102 \sur \wp \leg\reinvestmet
ACF #2359
March 18, 2008
Page 1 of 3
THENCE N 00 041'56 "W, 1439.38 feet;
THENCE S 75 035'35 "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 48 018'39 ", whose
radius is 440.00 feet, the long chord of which bears S51'26'1 6"E, 360.11 feet;
THENCE S 27 016'56 "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 62 °38'25 "E, 197.55 feet to the beginning of a curve to the left;
THENCE 1075.06 feet along the are 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 78012'1 0"E, 800.32 feet;
THENCE S 09 034'05 "E, 892.93 feet;
THENCE S 16 042'32 "W, 1518.12 feet;
THENCE S 00 053'35 "E, 573.79 feet;
THENCE S 11 °28'06 "E, 564.14 feet;
THENCE S 70 °37'22 "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 bears S80 °18'04 "W, 252.18 feet;
THENCE S 89 058'46 "W, 1261.17 feet;
THENCE 89 000'39 "W, 1253.71 feet;
THENCE S 87 042'32 "W, 718.15 feet;
THENCE S 88 040'26 "W, 272.28 feet to the POINT OF BEGINNING and containing 387.95
acres of land, more or less.
C &B Job No. 015007.102 ACF #2359
AGS March 18, 2008
j\ job\ 015007102 \sur \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 ACF #2359
AGS March 18, 2008
j\ job\ 015007102 \sur \wp \leg\reinvestmet Page 3 of 3
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TOWN OF WESTLAKE
RESOLUTION NO. 08 -20
APPROVING AN ECONOMIC DEVELOPMENT AGREEMENT WITH
DELOITTE LLP AND ITS PROCUREMENT COMPANY FOR ESTABLISHMENT
OF A PROCUREMENT COMPANY ( "PROCO ") IN THE TOWN OF WESTLAKE
PURSUANT TO THE TOWN OF WESTLAKE ECONOMIC DEVELOPMENT
POLICY AND TAX ABATEMENT POLICY; AND DECLARING AN EFFECTIVE
DATE.
WHEREAS, The Board of Aldermen adopted an Economic Development Incentive
Policy by Resolution 06 -19 on May 8, 2006, and a commercial /industrial tax abatement
reinvestment zone by Ordinance 589 on March 24, 2008; and
WHEREAS, pursuant to Chapter 380 of the Texas Local Government Code the
Board of Aldermen of the Town of Westlake, Texas (the "Board ") has adopted a program
for granting public funds in the form of sales tax rebates to promote local economic
development, and stimulate business and commercial activity in the Town of Westlake,
Texas (the "Town "); and
WHEREAS, pursuant to said policy and Chapter 380 of the Texas Local
Government Code the Board finds the economic development incentive offered in the
attached Agreement will promote the economic development and stimulate business and
commercial activity in the Town.
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 Deloitte LLP and its Procurement Company attached hereto
as Exhibit "A" and incorporated herein for all purposes is hereby approved; and further
authorizes the Town Manager to execute the contract on behalf of the Town of Westlake,
Texas.
SECTION 2: That this Resolution shall take effect from and after its final date of
passage, and it is accordingly so ordered.
PASSED AND APPROVED BY THE BOARD OF ALDERMEN OF THE TOWN OF
WESTLAKE, TEXAS, ON THIS 24th DAY OF MARCH, 2008.
Scott Bradley, Mayor
ATTEST:
Kim Sutter, TRMC, Town Secretary Joe C. Hennig, Interim Town Manager
APPROVED AS TO FORM:
L. Stanton Lowry, Town Attorney
STATE OF TEXAS
§ ECONOMIC DEVELOPMENT INCENTIVE
§ AGREEMENT
COUNTY OF TARRANT §
This Economic Development Incentive Agreement (this "Agreement ") dated March
2008, is made by and among the Town of Westlake, Texas (the "Town ") and , a
Texas (the "Procurement Company ") and wholly owned subsidiary of Deloitte
LLP, Delaware limited liability partnership ( "Deloitte LLP "), each acting by and through their
respective authorized officers and representatives.
WITNESSETH:
WHEREAS, Deloitte LLP (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 land located within the
Town, and the development and construction on such land is expected significantly to enhance
the economic and employment base of the Town; and
WHEREAS, in order to maintain and enhance the commercial and industrial economic
and employment base of the Town and Tarrant County, the Board found that it was in the best
interest of the citizens of the Town to enter into that certain Economic Development Agreement
with Deloitte LLP dated March 24, 2008 (the "Economic Development Agreement "), pursuant to
which the Town agreed to provide Deloitte LLP certain economic incentives in accordance with
the Economic Development Policy, the Tax Abatement Policy, the Tax Code and the LGC (as
such terms are defined in the Economic Incentive Agreement); and
WHEREAS, the Town and Deloitte LLP agreed in the Economic Development
Agreement that Deloitte LLP has the right to establish a Procurement Company; and
WHEREAS, the Procurement Company is engaged in the business of purchasing and
reselling taxable items; and
WHEREAS, Deloitte LLP advised the Town that a contributing factor that would induce
Deloitte LLP to locate its innovation and learning center within the Town would be an agreement
by the Town to provide an economic development grant to the Procurement Company; and
WHEREAS, the Town desires to attract new retail business to the Town that will
generate additional sales tax revenue for the Town; and
WHEREAS, the attraction of new retail business to the Town will promote economic
development, stimulate commercial activity, generate additional sales tax and enhance the tax
base and economic vitality of the Town; and
WHEREAS, the Town has adopted programs for promoting economic development; and
WHEREAS, the Town is authorized by Article III, Section 52 -a of the Texas
Constitution, TEX. LOC. GOVT CODE §380.001 and the Development Corporation Act of
1979, Article 5190.6 of the TEX. REV. CIV. STAT. to provide economic development grants to
promote local economic development and to stimulate business and commercial activity in the
Town; and
WHEREAS, the Town has determined that making an economic development grant to
Deloitte LLP or one of its Affiliates in accordance with the terms and conditions set forth in this
Agreement will further the objectives of the Town, benefit the Town and the Town's inhabitants
and promote local economic development and stimulate business and commercial activity in the
Town;
NOW THEREFORE, in consideration of the foregoing and the premises, mutual
covenants and agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally
bound, hereby covenant and agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. For purposes of this Agreement, each of the following terms shall have the
meaning set forth herein unless the context clearly indicates otherwise:
"Affiliate" shall mean any entity that owns or controls, is owned or controlled by,
or is under common ownership or control with, Deloitte LLP, or any entity the ownership
of which is substantially the same as Deloitte LLP.
"Commencement Date" shall mean April 1, 2008.
" Deloitte LLP" shall mean Deloitte LLP or one of its Affiliates.
"Effective Date" shall mean the last date on which all of the parties hereto have
executed this Agreement.
"Grant" shall mean periodic payments to the Procurement Company from
lawfully available funds, in the amount set forth in Section 3.01.
"Retail Center" shall mean the Procurement Company's local office in the Town
at which the Procurement Company operates a business of purchasing and reselling
Taxable Items in the Town.
"Sales Tax Receipts" shall mean the Town's receipts from the State attributable to
the collection of Total Town Sales and Use Tax by the Procurement Company. The
parties expressly acknowledge and agree that the sales and use tax receipts described
herein are being used only as a measurement of the Town's payment of grants through
the use of general funds.
"State" shall mean the State of Texas and all taxing authorities thereof, including,
without limitation, the Comptroller of Public Accounts of the State of Texas.
-2-
1376487v.1 DEL255 /16000
"Taxable Items" shall have the same meaning assigned by Chapter 151, TEX.
TAX CODE, as amended.
"Total Town Sales and Use Taxes" shall mean the Town's Sales and Use Taxes
plus the half percent (.5 %) 4B economic development sales tax authorized by art. 5190.6,
Vernon's Texas Civil Statutes, Section 4B. 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 (it being expressly
understood that sales and use taxes are being used only as a measurement of the Town's
grant of lawfully available funds to Deloitte LLP pursuant to Chapter 380 of the LGC).
"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 4B. 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 (it being expressly understood that sales and use taxes are being used only as a
measurement of the Town's grant of lawfully available funds to Deloitte LLP pursuant to
Chapter 380 of the LGC).
Capitalized terms not otherwise defined above shall have the meaning given such
capitalized terms in this Agreement.
ARTICLE II
TERM
Section 2.01. Term. The initial term of this Agreement shall begin on the Effective Date
and continue through April 1, 2018, when it shall renew without any action by either party, and
on each ten (10) year anniversary thereafter (each such date a "Renewal Date "), for successive
ten (10) year terms; provided, however, that on any Renewal Date, either the Procurement
Company or the Town may elect to terminate this Agreement by providing the other party not
less than thirty (30) days' written notice of termination, as further described in Section 5 of this
Agreement. Any reference to the "Term" of this Agreement shall include the initial term and any
renewal terms, but shall mean the actual term during which this Agreement is in effect.
ARTICLE III
ECONOMIC DEVELOPMENT GRANT
Section 3.01. Grant. During the Term, subject to the Procurement Company's continued
satisfaction of all of its obligations under the terms and conditions of this Agreement, the Town
agrees to provide Deloitte LLP with an economic development grant from lawfully available
funds, payable as provided herein, in an amount equal to seventy -five percent (75 %) of the Sales
Tax Receipts for each calendar quarter during the Term (each, a "Grant" and, collectively, the
"Grants ").
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1376487v.1 DEL255 /16000
Section 3.02. Grant Funds. The Town shall not be required to pay any Grant until such
time as the Town has received Sales Tax Receipts from the State relating to the calendar quarter
for which such Grant payment is due. The Town will file all documentation required to be filed
by it and make such requests to the State as necessary to obtain all Sales Tax Receipts in a timely
manner and will not take any action that causes the State to delay remittance of Sales Tax
Receipts for any calendar quarter during the Term.
Section 3.03. Grant Payment. The Town shall, within sixty (60) days after the later to
occur of. (i) receipt by the Town of Sales Tax Receipts from the State, and (ii) receipt of the
sales and use tax information requested by the Town from the State pursuant to Section 4.01, pay
to Deloitte LLP or one of its Affiliates, or as directed by Deloitte LLP such Affiliate(s), a Grant
in an amount equal to seventy -fifty percent (75 %) of the Sales Tax Receipts for such calendar
quarter. Notwithstanding the foregoing, if the Town fails to request the Procurement Company's
sales and use tax information from the State within the time period set forth in Section 4.01, then
in such case the Town shall pay the related Grant to Deloitte LLP or one of its Affiliates within
sixty (60) days after receipt of the Sales Tax Receipts related to such Grant.
Section 3.04. Amended Returns. In the event the Procurement Company files an
amended sales and use tax return or report, or if additional sales and use tax is due and owing by
the Procurement Company to the State, and, as a result, Sales Tax Receipts for a previous
calendar quarter are increased, then the Grant payment due from the Town shall be increased
accordingly for the calendar quarter immediately following the Town receiving Sales Tax
Receipts from the State attributable to such increase. This Section 3.04 shall survive the
termination of this Agreement.
Section 3.05. Refunds. In the event the State determines that the Town erroneously
received Sales Tax Receipts, or that the amount of sales and use tax paid to the Town exceeds
the correct amount of sales and use tax owed to the Town, and, as a result, a previous Grant paid
to Deloitte LLP exceeded the amount actually due to Deloitte LLP (calculated based on the
State's determination) (any such excess amount being referred to herein as an "Excess Grant "),
then Deloitte LLP shall, within thirty (30) days after receipt of a written notice from the Town
specifying the amount of the Excess Grant, repay the amount of the Excess Grant to the Town. In
lieu of repaying the amount of the Excess Grant to the Town, Deloitte LLP may instruct the
Town in writing to reduce the amount of the Grant payment for the calendar quarter immediately
following Deloitte LLP's receipt of the Town's written notice of the Excess Grant by the amount
of the Excess Grant. In such case, the Town shall deliver a written notice to the Deloitte LLP
acknowledging the amount of the Excess Grant that has been deducted from any Grant payment.
As a condition precedent to Deloitte LLP's obligation to refund the amount of an Excess Grant to
the Town or authorize the Town to reduce the Grant payment, Deloitte LLP shall have received a
copy of the State's written determination, if any, or such other evidence to substantiate the
amount of the Excess Grant as is acceptable to Deloitte LLP in its reasonable discretion. Should
Deloitte LLP cause a refund to occur through its own action, Deloitte LLP will notify the Town
immediately upon receiving the determination of the refund request from the State.
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1376487v.1 DEL255 /16000
ARTICLE IV
PROCEDURES RELATING TO GRANTS
Section 4.01. Town Request for Information from State. Within 10 days after each due
date for payment of sales and use tax from the Procurement Company to the State (each a "Due
Date "), the Town will request from the State all documentation relating to the Total Town Sales
and Use Tax paid by the Procurement Company on such Due Date. Deloitte LLP shall provide
the Town with a Waiver of Sales Tax Confidentiality, which authorizes the State to release to the
Town sales and use tax information pertaining to the Procurement Company during the Term.
Such documentation may include the following, if it has been filed by the Procurement Company
with the State, and nothing in this Section 4.01 shall obligate Deloitte LLP or the Procurement
Company to prepare or provide to the Town any documentation not required to be filed with the
State:
(a) Information regarding the amount of sales and use tax collected and paid
to the State by the Procurement Company as a result of the sale of Taxable Items by the
Procurement Company at the Retail Center;
(b) A copy of all sales and use tax returns and reports, sales and use tax
prepayment returns, direct payment permits and reports, including amended sales and use
tax returns or reports, filed by the Procurement Company for the previous calendar
quarter showing sales and use tax collected (including sales and use tax paid directly to
the State pursuant to a direct payment certificate) by the Procurement Company for the
sale of Taxable Items consummated at the Retail Center;
(c) A copy of all direct payment and self - assessment returns, including
amended returns, filed by the Procurement Company for the previous calendar quarter
showing sales and use tax paid for the sale of Taxable Items by the Procurement
Company consummated at the Retail Center;
(d) A summary of the sales of Taxable Items by the Procurement Company
consummated at the Retail Center which resulted in sales and use tax paid, and copies of
receipts for those purchases, in the event that the Procurement Company is ineligible or
unable to file direct payment or self - assessment returns for the previous calendar quarter;
and
(e) Information concerning any refund or credit received by the Procurement
Company of sales or use tax paid or collected by the Procurement Company (including
any sales and use tax paid directly to the State pursuant to a direct payment permit) which
has previously been reported by the Procurement Company as sales and use tax paid or
collected.
Section 4.02. Confidentiality. The Town agrees to keep all information and
documentation received from the State pursuant to this Section 4.02 (collectively, "Confidential
Tax Information') confident. 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
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1376487v.1 DEL255 /16000
Information solely for the purposes of determining the amount of each calendar quarter's Grant
and the amount of other Grants related to the Retail Center that are dependent on the
Confidential Tax Information and for no other purpose, and the Town will not (and will cause
any person to whom access to the Confidential Tax Information is granted not to), without the
Deloitte LLP's prior written authorization, directly or indirectly, intentionally or inadvertently:
(a) disclose to any other person, use or exploit the Confidential Tax Information (other than as
expressly permitted above), (b) discuss Deloitte LLP or its affairs with any person other than
Deloitte LLP's representatives, (c) copy, photograph, photocopy, reduce to writing or otherwise
reproduce or duplicate the Confidential Tax Information or (d) take any other actions which
would be detrimental to the Deloitte LLP. Deloitte LLP's Waiver of Sales Tax Confidentiality is
solely for the limited purpose of allowing an appropriate set of Town officials to verify the
amount of the Town's obligations under this Agreement. The Town's obligations under this
Section 4.02 shall survive the termination of this Agreement.
ARTICLE V
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTIES
Section 5.01. No Violation. The Town hereby represents and warrants to Deloitte LLP
that neither its execution and performance of this Agreement, nor its consummation of the
transactions contemplated hereby (including, without limitation, the payment of Grants under the
terms and conditions hereof), will (a) conflict with, or result in a breach of, the terms, conditions
or provisions of, or constitute a default under, any agreement, indenture or other instrument
under which the Town is bound, or (b) violate or conflict with any judgment, decree, order,
statute, rule or regulation of any court or any public, governmental or regulatory agency or body
having jurisdiction over the Town or its properties, assets or conduct. Furthermore, the Town
hereby agrees that any claim made by a third party against the Town with respect to Town Sales
Tax received by, or payable to, the Town from the State (including, without limitation, Grants
payable to Deloitte LLP hereunder) (other than claims from the State, which shall be handled
under Section 3.05) shall be paid or resolved by the Town from funds other than those
committed to be paid to Deloitte LLP as Grants hereunder.
Section 5.02. Publicity and Disclosures. The parties covenant and agree that neither
party shall make any press release or public disclosure, either written or oral, regarding the
transactions contemplated by this Agreement without the prior knowledge and consent of the
other party; provided, that the foregoing shall not prohibit any disclosure to attorneys,
accountants, investment bankers or other agents of the parties assisting the parties in connection
with the transactions contemplated by this Agreement.
ARTICLE VI
TERMINATION
Section 6.01. Termination of this Agreement. This Agreement shall terminate upon any
one of the following:
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1376487v.1 DEL255/16000
(a) On any Renewal Date on or after April 1, 2018, by either party, upon
thirty (30) days' written notice to the other party;
(b) By Deloitte LLP, immediately upon written notice to the Town, if the
Town fails to pay any Grant within the applicable time period provided under this Agreement;
and
(c) Immediately upon written notice from Deloitte LLP to the Town, upon
any breach by the Town of its obligations under Section 4.02 hereof with respect to Confidential
Tax Information.
Section 6.02. Effect of Termination. Upon a termination of this Agreement, the Town
shall remit all Grants relating to Sales Tax Receipts for the sale of Taxable Items by the
Procurement Company at the Retail Center sold prior to the effective date of such termination.
The rights, responsibilities and liabilities of the Parties under this Agreement shall be
extinguished upon the applicable effective date of termination of this Agreement, except for any
obligations that accrue prior to such termination or as otherwise expressly provided herein.
ARTICLE VII
MISCELLANEOUS
Section 7.01. Binding Agreement; Assignment. The terms and conditions of this
Agreement are binding upon the successors and permitted assigns of the parties hereto. This
Agreement may not be assigned without the express written consent of non - assigning party,
except that Deloitte LLP may assign this Agreement to one of its Affiliates without obtaining the
Town's consent.
Section 7.02. No Joint Venture. It is acknowledged and agreed by the parties that the
terms hereof are not intended to and shall not be deemed to create a partnership or joint venture
among the parties. Neither party shall have any authority to act on behalf of the other party under
any circumstances by virtue of this Agreement.
Section 7.03. Authorization. Each party represents that it has full capacity and authority
to grant all rights and assume all obligations that are granted and assumed under this Agreement.
Section 7.04. Notice. Any notice required or permitted to be delivered hereunder shall
be deemed received three (3) days thereafter sent by United States Mail, postage prepaid,
certified mail, return receipt requested, addressed to the party at the address set forth below (or
such other address as such party may subsequently designate in writing) or on the day actually
received if sent by courier or otherwise hand delivered.
If intended for Town, to:
Town Manager
Town of Westlake
3 Village Circle, Suite 202
Westlake, Texas 76262
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1376487v.1 DEL255 /16000
With a copy (which shall not constitute notice) to:
Stan Lowry, Town Attorney
Town of Westlake c/o
Boyle & Lowry LLP
4201 Wingren, Suite 108
Irving „Texas 75062
If intended for Deloitte LLP:
With a copy to:
If intended for the Procurement Company:
IM14
With a copy (which shall not constitute notice) to:
Attn:
With an additional copy (which shall not constitute notice) to:
Attn:
Section 7.05. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter covered in this Agreement. There is no
other collateral agreement, oral or written, between the parties that in any manner relates to the
subject matter of this Agreement.
Section 7.06. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Texas, without giving effect to any conflicts of law rule
or principle that might result in the application of the laws of another jurisdiction. Subject to
Section 7.11, venue for any disputes regarding this Agreement, the transactions contemplated
hereby or the liabilities or obligations imposed hereunder shall be in any State District Court
located in Tarrant County, Texas.
Section 7.07. Amendment. This Agreement may be amended or modified only by a
written instrument signed by all the parties hereto.
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1376487v.1 DEL255 /16000
Section 7.08. Legal Construction. In the event 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 other provisions,
and it is the intention of the parties to this Agreement that in lieu of each provision that is found
to be illegal, invalid, or unenforceable, a provision shall be added to this Agreement which is
legal, valid and enforceable and is as similar in terms as possible to the provision found to be
illegal, invalid or unenforceable.
Section 7.09. Recitals. The recitals to this Agreement are incorporated herein.
Section 7.10. Counterparts. This Agreement may be executed in counterparts. Each of
the counterparts shall be deemed an original instrument, but all of the counterparts shall
constitute one and the same instrument.
Section 7.11. Survival of Covenants. Any of the representations, warranties, covenants,
and obligations of the parties, as well as any rights and benefits of the parties, pertaining to a
period of time following the termination of this Agreement shall survive termination.
[The next following pages are signature pages.]
-9-
1376487v.1 DEL255 /16000
EXECUTED on this day of , 2008.
TOWN OF WESTLAKE, TEXAS
.0
Joe C. Hennig, Interim Town Manager
ATTEST:
IM
Kim Sutter, TRMC, Town Secretary
APPROVED AS TO FORl'&
i
L. Stanton Lowry, Town Attorney
EXECUTED on this day of March, 2008.
DELOITTE LLP,
a Delaware limited liability partnership
By: _
Name:
Title:
Signature Page to Economic Development Incentive Agreement
1376487v.1 DEL255 /16000
THE PROCUREMENT COMPANY'S ACKNOWLEDGMENT
STATE OF TEXAS
COUNTY OF TARRANT
This instrument was acknowledged before me on the day of 2008 by
, being the of , a
subsidiary of Deloitte LLP, a Delaware limited liability partnership, on behalf of said limited
partnership.
Notary Public, State of Texas
[SEAL]
1376487v.1 DEL255!16000
Waiver of Sales Tax Confidentiality
Date:
I authorize the Comptroller of Public Accounts to release sales ,tax information pertaining
to the taxpayer indicated below to the Town of Westlake, Texas. I understand that this waiver
applies only to our place of business located in Westlake, Texas.
Name of Taxpayer as Shown on Texas Sales Tax Permit
Name Under Which Taxpayer is Doing Business (dba or Outlet Name)
Taxpayer Mailing Address
Physical Location of Business Permitted for Sales Tax in Westlake, Texas
Texas Taxpayer ID Number Tax Outlet Number
[TITLE],
Authorized Signature
Procurement Company,
Telephone Number
The authorized signature must be an owner, officer, director, partner, or agent authorized
to sign a Texas Sales Tax Return. If you have any questions concerning this waiver of
confidentiality, please contact the Texas Comptroller of Public Accounts at 800.531.5441.
1376487v.1 DEL255116000
EXHIBIT "A'
TOWN OF WESTLAKE
RESOLUTION NO. 06-19
A RESOLUTION OF THE BOARD OF ALDERMEN 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 Board of Aldermen before entering into any Economic Development Agreement
that provides reimbursement of taxes; and
WHEREAS, Chapter 380 of the Texas Local Government Code allows the Board of
Aldermen to create policies for economic development and any related grants or incentives.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE
TOWN OF WESTLAKE, TEXAS:
SECTION l: The above findings are hereby found to be true and correct and are
incorporated herein in its entirety.
SECTION 2: The Board of Aldermen of the Town of Westlake, Texas, adopts the
attached Exhibit A. Town of Westlake Economic Development Incentive Policy and directs the
Town Manager to immediately submit an Economic Development Agreement to the Board of
Aldermen consistent with the terms of this policy.
PASSED AND APPROVED ON THIS 8th DAY OF MAY, 2006.
ATTEST: X5�— zdt4e
Scott Brad fey, Mayor
()'ain Dwinnell, T Secretary
APPRO F RM:
L. anton o o Attorney
Trent O. Petty; Manager
EXHIBIT A
RESO NO. 06 -19
Toovn 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 Board of Aldermen ( "Board of Aldermen ")
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 Board of Aldermen 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:
• 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
years. The term of the abatement may be granted for a lesser number of years depending
upon the anticipated `value added' to the Town.
Section IV. Value of the Project
The amount of the Incentive will be determined by the Board of Aldermen 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:
2
(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 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 Board of Aldermen 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 Board of Aldermen. In the review
process, the Board of Aldermen will, if applicable, consider the recommendations of the
Westlake Development Corporation and /or the Westlake 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 4A and /or 4B of Article
5190.6, Tex. Rev. Civ. Stat.; and /or
3
• 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.
HABoyle- Lowry'Nest Lake41- agreementsM -agr econ dev inc policy.doc
TOWN OF WESTLAKE, TEXAS
MINUTES OF THE
TOWN OF WESTLAKE, TEXAS
BOARD OF ALDERMEN PRE -BOARD MEETING
March 10, 2008
PRESENT: Mayor Scott Bradley and Aldermen Larry Corson, Kevin Maynard, Don Redding,
Pete Steger, and Bob Timmerman.
ABSENT: None.
STAFF PRESENT: Town Manager Joe Hennig, Town Attorney Stan Lowry, Town
Secretary Kim Sutter, DPS Director Don Wilson, Facilities and
Recreation Director Troy Meyer, Director of Planning and
Development Eddie Edwards, and Executive Assistant Ginger Awtry.
1. CALL TO ORDER.
Mayor Bradley called the pre -board meeting to order at 5:22 p.m.
2. EXECUTIVE SESSION.
Mayor Bradley recessed the pre -board meeting of the Board of Aldermen at 5:23 p.m., as he
read the following item to be discussed in executive session:
A. The Board will conduct a closed session under Texas Government Code section
551.087 to discuss economic development negotiations.
Mayor Bradley convened the executive session at 5:23 p.m. The executive session
adjourned at 5:43 p.m.
3. RECONVENE MEETING.
Mayor Bradley reconvened the regular meeting of the Board of Aldermen at 5:44 p.m.
Town of Westlake Board of Aldermen page 2 of 2
Pre -Board Meeting
March 10, 2008
4. DISCUSSION REGARDING OIL AND GAS DRILLING IN WESTLAKE.
As follow -up to previous discussions, Planning and Development Director Edwards
presented a map depicting the potential drilling sites if a setback of 600 and / or 1000 feet
were desired by the Board.
Alderman Timmerman expressed his concern with regard to radioactive waste from oil and
gas drilling sites, and strongly encouraged the Board to consider the long term effects of
radioactive contamination in and around drilling sites when establishing a setback.
Alderman Timmerman added that the areas of contamination have been reported as far out
as 300 feet from a drill site.
Discussion ensued with regard to establishing the setbacks, monitoring and inspection of
drill sites, and the need to address the clean up at a site, including radioactive waste, when
drilling is complete.
5. DISCUSSION REGARDING A SECOND WATER SOURCE.
This item was not discussed.
6. REVIEW OF REGULAR AGENDA ITEMS.
This item was not discussed.
7. ADJOURNMENT.
There being no further business to come before the Board, Mayor Bradley declared the pre -
board meeting adjourned at 6:01 p.m.
APPROVED BY THE BOARD OF ALDERMEN ON MARCH 24, 2008.
Scott Bradley, Mayor
ATTEST:
Kim Sutter, TRMC, Town Secretary
MINUTES OF THE
TOWN OF WESTLAKE, TEXAS
BOARD OF ALDERMEN REGULAR MEETING
March 10, 2008
PRESENT: Mayor Scott Bradley and Aldermen Larry Corson, Kevin Maynard, Don Redding,
Pete Steger, and Bob Timmerman.
ABSENT: None.
OTHERS PRESENT: Interim Town Manager Joe Hennig, Town Attorney Stan Lowry,
Town Secretary Kim Sutter, DPS Director Don Wilson, Facilities and
Recreation Director Troy Meyer, Planning and Development Director
Eddie Edwards, and Executive Assistant Ginger Awtry.
1. CALL TO ORDER.
Mayor Bradley called the meeting to order at 7:01 p.m.
2. CITIZENS' PRESENTATIONS.
There was no one present wishing to address the Board.
3. HEAR A REPORT FROM THE FACILITIES AND RECREATION DIRECTOR
CONCERNING PROPOSED PROJECTS FROM PARENT SUPPORT GROUPS.
Facilities and Recreation Director Meyer addressed the Board concerning proposed projects at
the Westlake Academy Campus:
- Install football goals on soccer fields;
- Create more storage space in teacher's lounge;
- Utilize storage room on north end of gym;
- Add picnic table in outside garden on north side of campus.
- Install shades or tint over west and upper windows in the gym to address glare
issue.
Mr. Meyer advised that these items have been requested by a variety of parent groups and
funding has been pledged through those groups.
Town of Westlake Board of Aldermen
Regular Meeting
March 10, 2008
Page 2 of 5
Additionally, Mr. Meyer advised that a center column will be installed between the wooden
doors on the building to address recurring problems with the current rod locking system.
Interim Town Manager Hennig recognized Mr. Meyer for his service to the school and
advised the Board that staff will continue to evaluate the suggestions brought forth by the
parent groups and, if feasible, implement suggestions.
Alderman Corson inquired if an office is the best use of the space in the gym.
Facilities and Recreation Director Meyer responded that, because of the configuration of the
space, he felt the space would be best used for storage.
4. CONDUCT A PUBLIC HEARING AND CONSIDER AN ORDINANCE APPROVING
AN APPLICATION FOR AN AMENDMENT TO PLANNED DEVELOPMENT 1 (PD-
1) BY AMENDING ORDINANCE 202, WHICH CREATED THE ZONING DISTRICT
FOR (PD -1), OWNED BY MAGUIRE PARTNERS - SOLANA LP, IN THE
WESTLAKE /SOUTHLAKE ADDITION NO. l; ADDING ADDITIONAL ACREAGE
TO PD -1, APPROXIMATELY 84.25 ACRES OF LAND IN THE C.M. THROOP
SURVEY, ABSTRACT NO. 1510 AND THE W. MEDLIN SURVEY, ABSTRACT 1958,
TARRANT COUNTY, TEXAS; AND APPROXIMATELY 85.91 ACRES OF LAND IN
THE C. M. THROOP SURVEY, ABSTRACT NO. 1510, THE W. MEDLIN SURVEY,
ABSTRACT NO. 1958, THE WILLIAM PEA SURVEY, ABSTRACT NO. 1246 AND
THE JOSEPH HENRY SURVEY, ABSTRACT NO. 742, TARRANT COUNTY,
TEXAS; GENERALLY LOCATED AT THE SOUTHEAST CORNER OF SH 114 AND
PRECINCT LINE ROAD, OWNED BY MAGUIRE PARTNERS - SOLANA LAND LP.
Interim Town Manager Hennig introduced the item. Mr. Hennig explained that it is the desire
of the applicant to have the property (184.32 acres — currently zoned "O" Office) governed by
the same regulations as the current PD -1.
Additionally, Mr. Hennig advised the Board that the applicant is also requesting a change to
the height restriction to permit a higher maximum building height of 735 MSL (currently 700
MSL). Mr. Hennig stated that the Planning and Zoning Commission approved the case
unanimously on February 28, 2008, and heard no opposition to the case.
Director of Planning and Development Edwards addressed the Board regarding the case. Mr.
Edwards advised that the primary differences of the current "O" Office Park zoning and the
"PD -1" zoning classification is 1) allowable floor area ratios; 2) allowable building height
(due to changes in the elevation of the grade); and 3) allowable uses.
Mayor Bradley opened the public hearing.
Mr. Tom Allen, Partner, and Mr. Mike Silliman, Vice President of Leasing, of Maguire
Partners, were present to address question regarding the case.
Town of Westlake Board of Aldermen
Regular Meeting
March 10, 2008
Page 3 of 5
Alderman Corson expressed his concern with the allowable uses on the property should the
zoning be changed from "O" Office Park to the "PD -1" Planned Development and inquired if
the Board is comfortable with the allowable uses under "PD -1 ".
Discussion ensued with regard to the allowable uses under the "O" Office Park zoning district
and the "PD -1" allowable uses and the desire of the Board to manage the allowable uses.
Mayor Bradley stated that it was never the intent of the Board to allow retail in the subject
area.
After lengthy discussion, it was the consensus of the Board to proceed with the case with the
condition that only "O" Office Park zoning uses be permitted in the area 600 feet north of the
north right of way line of Dove Road.
Town Attorney Lowry stated that a section would be added to the ordinance as follows:
"Provided, however, that the area depicted in Exhibit `B" shall only be allowed those uses in
the "O" zoning district in the Town's Comprehensive Zoning Ordinance."
There being no other requesting to speak, Mayor Bradley closed the public hearing.
MOTION: Mayor Pro Tem Redding made a motion to adopt Ordinance No. 588,
amending Ordinance No. 202, and providing that uses in the "O" Office Park
zoning classification apply to the area 600 feet of the north right of way of
Dove Road. Alderman Timmerman seconded the motion. The motion carried
by a vote of 5 -0.
5. CONSIDER A RESOLUTION ACCEPTING THE DEDICATION OF RIGHT OF
WAY (ROW) NECESSARY FOR THE EXPANSION OF FM 1938 FROM MAGUIRE
PARTNERS - SOLANA LAND LP.
Interim Town Manager Hennig introduced the item, and expressed his appreciation to
Maguire Partners for their efforts, and more specifically as they relate to the FM 1938
expansion project.
MOTION: Alderman Corson moved to approve Resolution 08 -15, accepting the
dedication of right of way necessary for the expansion of FM 1938 from
Maguire Partners - Solana Land LP. Alderman Steger seconded the motion.
The motion carried by a vote of 5 -0.
6. CONSIDER A RESOLUTION RELATING TO THE GIVING OF NOTICE OF
INTENTION TO CREATE A REINVESTMENT ZONE TO FINANCE
IMPROVEMENTS WITHIN THE ZONE; AUTHORIZING AND DIRECTING
OTHER ACTIONS PRELIMINARY TO THE CREATION OF THE PROPOSED
REINVESTMENT ZONE; AND CONTAINING FINDINGS RELATING TO THE
FOREGOING SUBJECT.
Town of Westlake Board of Aldermen
Regular Meeting
March 10, 2008
Page 4 of 5
Interim Town Manager Joe Hennig introduced the item and advised that the formal creation
of the reinvestment zone will come before the Board on March 24, 2008.
MOTION: Alderman Corson made a motion to approve Resolution 08 -16, as presented.
Mayor Pro Tem Redding seconded the motion. The motion carried by a vote
of 5 -0.
7. HEAR A STATUS REPORT ON CONSTRUCTION OF ARTS AND SCIENCES
CENTER BUILDING.
Interim Town Manager Hennig introduced the item and advised that the due date for the
request for qualifications (RFQ) is March 20, 2008. Mr. Hennig advised the Board that staff
will contact the members of the building committee to set up a meeting and present a
recommendation for March 31 or April 1, 2008.
8. CONSENT AGENDA.
Mayor Bradley introduced the item and asked for a motion.
A. Review and approve minutes of Board of Aldermen special meetings held on February
23, 2008;
B. Review and approve minutes of the Board of Aldermen pre -board and regular meetings
held on February 25, 2008;
C. Review and approve any outstanding bills.
MOTION: Alderman Steger made a motion to approve the consent agenda as presented.
Alderman Corson seconded the motion. The motion carried by a vote of 5 -0.
9. EXECUTIVE SESSION
Mayor Bradley recessed the regular meeting of the Board of Aldermen meeting at 8:10 p.m.,
as he read the following item to be discussed in executive session:
A. The Board will conduct a closed session under Texas Government Code section 551.074
to discuss personnel matters, specifically to deliberate regarding the appointment of a
Town Manager.
Mayor Bradley convened the executive session at 8:14 p.m. The executive session
adjourned at 8:59 p.m.
10. RECONVENE MEETING.
Mayor Bradley reconvened the regular meeting of the Board of Aldermen at 9:00 p.m.
Town of Westlake Board of Aldermen Page 5 of 5
Regular Meeting
March 10, 2008
11. EXECUTIVE SESSION ACTION.
No action was taken.
12. ADJOURNMENT.
There being no further business, Mayor Bradley adjourned the meeting at 9:01 p.m.
APPROVED BY THE BOARD OF ALDERMEN ON MARCH 24, 2008.
Scott Bradley, Mayor
ATTEST:
Kim Sutter, TRMC, Town Secretary
TOWN OF WESTLAKE
Invoices Received: 03/03/08 thru 03/16/08
For Review by Board on 03/24/08
VENDOR
817 - 163 -1736
03012008
175.56
100
45315
11
T1 Internet Line for Town Offices
AT &T 817 - 430 - 0941 -2
02292008
516.90
100
45305
11
Town Telephone Service 70% of Town's 50% allocation
Banc of America Leasing
010199896
257.61
100
44302
11
100% Copier Lease DP3520 Admin
Boyle & Lowry 1
12254
4,826.25
100
43310
11
Legal Fees - Town Period ending 02/25/08
Clarence West
1924
193.00
100
43305
11
Le al Fees - Telecom /ROW Coalition of Cities
Diego's - Solana
CR030508
100.42
100
46106
11
Purchase of hospitality items for 02/29/08, Mayor's Roundtable
reception held at the Westlake History Museum
Graham Associates
080228
660.00
1001
43215
1 11
Development activities: DRC meetings with Hillwood
Joe Hennig
03032008
4,424.00
100
43335
11
Town Manager Services at 28%
Northwest Metro port
3791
22.00
100
45830
11
Monthly Luncheon - Mayor Bradley
Northwest Metro port
3792
22.00
100
45830
11
Monthly Luncheon - Joe Henni
Office Depot
421283445 -001
64.34
100
46105
11
2 cases/copy paper
Office Depot
421549447 -001
4.04
100
46105
1 11
Notebook
Todd Wood
ER091107
85.00
100
46190
11
Bereavement flowers for Leonard family (Re- issuing due to lost check
#7769)
Todd Wood
ER091107
306.78
100
46106
11
Hospitality items (Re- issuing due to lost check #7769)
Total Administration
11,657.90
Graham Associates
080228
2,040.00
100
46125
12
Mapping activities: Revision /update of Town website map
Total Building
2,040.00
Alliance Regional News
02292008
53.33
100
45405
13
Public Ad: For PD -1 (Solana) Amendment to enlarge
Northwest Metroport
3791
22.00
100
45830
13
Monthly Luncheon - Kim Sutter
Total Town Secretary
75.33
Flower Mound Fire Dept.
2007MF/W01
1,500.00
100
43336
14
EMS Management Fee for FY2007 -2008
Home Depot
21749
7.59
100
44210
14
Funnel, splice tape & WD -40
Jackson Supply
022508
274.34
100
44209
14
Cleaning Supplies /Products for the Fire Station
John H. Ansohn
2008CE/W01
2,376.00
100
43336
14
EMS Continuing Education fee for FY 2008 -2008
John H. Ansohn
2008MD/W01
1,500.00
100
43336
14
EMS Medical Direction fee for FY 2008 -2008
Matheson Tri -Gas
581488
82.90
100
46615
14
Medical Sup lies
Praes Accountability Systems
651
6.75
100
46215
14
7/8 x 2 7/8 sin plus freight for Fire Station
Rece t Pharmacy
221564
145.32
100
46615
14
Medical Supplies: 28 /tubes flexi set
Rece t Pharmacy
221633
24.00
100
46615
14
Medical Supplies: 4 /Loraze am
Rece t Pharmacy
221634
1 215.11
100
46615
14
Medical Supplies: various
Rece t Pharmacy
222080
440.86
100
46615
14
Medical Supplies: various
Roanoke Auto Supply
589351
23.18
100
46215
14
2 /Gal of oil
Southeastern Emergency
233240
89.36
100
46615
14
Adult training, heartstart onsite toolkit, carbon fiber oxygen & child
airway trainer
Southeastern Emergency
233482
1,368.66
100
46615
14
Medical Supplies: Carbon Fiber oxygen & Child airway trainer
Terminix
03102008
46.00
100
43337
14
Extermination Services - Fire Station
Verizon 8173374722
03042008
119.11
100
45305
14
Fire Station Tele hone
Total Fire Dept.
8,219.18
Page 1 of 4 3/19/2008 3:23 PM
TOWN OF WESTLAKE
Invoices Received: 03/03/08 thru 03/16/08
For Review by Board on 03/24/08
VENDOR NAME
INVOICE
•
DEPI
DESCRIPTION
Accurint
1081941- 20080229
590.00
100
46165
15
Back round Searches
Amanda DeGan
ER030508
194.93
100
48525
15
Mileage for Training Clinic on 02/20/08
AT &T 817 - 163 - 2194 -1
03012008
231.12
100
45315
15
T1 Internet Line for Court Offices 100%
AT &T 817 - 491 -8623
02292008
38.98
100
45305
15
Court - Alarm Line
Bradley L. Bradley
03012008
2,541.66
1001
43330
15
Judge Services for the month of March 2008
ECI Video
0000035415 -1
98.00
100
46165
15
Audio Visual Repair
Office Depot
42161194 -001
191.90
100
46105
15
Rubberbands, kleenex, copy paper, pens, labels & water bottles
Total Court
3,886.59
Graham Associates
080228
770.00
100
43214
16
Drainage activities: Preparation of MS4 Stormwater Permit Application
Total Public Works
770.00
ECI Video
0000035537 -1
493.00
100
45901
17
Audio Visual Repair
Hadden Landscaping
27080
1,977.30
1001
43348
17
lFebruary Landscape Maintenance for Municipal Complex
Hadden Landscaping
27169
87.50
100
43344
17
February irrigation inspection @ Dove Road & Triangle
Hadden Landscaping
27170
22.36
100
43349
17
February Landscape Maintenance for Triangle /Dove Road (50% to
HOA
Hadden Landscaping
27401
1,977.30
100
43348
17
March Landscape Maintenance for Municipal Complex
Hadden Landscaping
27489
87.50
100
43344
17
March irrigation inspection @ Dove Road & Triangle
Humphrey & Assoc
65559
530.65
100
44218
17
1 Monthly service charge & material for lighting maintenance
Humphrey & Assoc
65559
65.00
100
44213
17
Labor charge
Identitec
000 - 208 -07
192.00
100
46190
17
Town Signs: Dir. Of Planning & Develop., Map room, Town Manager,
Conf. A, Conf. B & Finance Dept.
Identitec
947- 208 -63
285.00
100
46190
17
Signs: Dir. of HR & Admin. Service & 2 /service vehicles parking only
Infassure
29407
405.00
100
44213
17
Data to floor plugs at Academy
Lesco
OF086520
681.94
100
43337
17
Fire ant treatment - campus
Lesco
42CC5954
273.04
100
43348
1 17 lWeed
control for Soccer field
Lesco
49612EBC
133.04
100
43348
1 17
Weed control for Soccer field
Louis Funderburg
006707
50.00
100
43348
17
Insecticide on playing fields
Nextel
392123723 -040
105.50
100
45310
17
Mobile Phone charges for Troy Meyer 12/27/07 - 01/26/08
Nextel
392123723 -041
110.52
100
45310
17
Mobile Phone charges for Troy Meyer 01/27/08- 02/26/08
Office Depot
421283445 -001
48.54
100
46105
17
CD's with jewel cases
SchoolDude.com
S- 010062
1,246.13
100
43405
17
New software for work orders stem
Summit Electric Supply
9000679880
67.62
100
44213
17
Lights for Gym
TDlndustries
0000580623
2,100.54
100
43347
17
HVAC systems
TDlndustries
NTS1019806
2,781.50
100
44219
17
New damper & caps on boilers
TDlndustries
NTS1022996
435.90
100
45904
17
Installed new water cooler at school - Pod B
Texas Turf grass Assoc.
0313200
65.00
100
46150
17
Regular 2008 Membership dues
Triple R Locksmith
31037
24.00
100
44212
17
Keys made for cleaning services
Total Facilities /Grounds
14,245.88
Office Depot
421283445 -001
11.22
100
46105
18
Air duster
STW, Inc.
03112008
185.00
100
44310
18
Consulting services & system support
Todd Wood
ER031308
59.24
100
45830
18
SPHR Exam materials /HR reference book
Todd Wood
ER031308
10.10
100
45825
18
Mileage to /from Academy (pool car unavailable 03/07/08 & 03/10/08
Total Finance
265.56
Page 2 of 4 3/19/2008 3:23 PM
TOWN OF WESTLAKE
Invoices Received: 03/03/08 thru 03/16/08
For Review by Board on 03/24/08
VENDOR NAME
INVOICE
•
DEP1
DESCRIPTION
Hadden Landscaping
27079
1,220.83
100
43349
19
February Landscape Maintenance for Glenwyck Trail 50% to HOA
Hadden Landscaping
27264
333.28
100
44306
19
Cemetery Maintenance
Hadden Landscaping
27400
1,220.83
100
43349
19
March Landscape Maintenance for Glenwyck Park Trails 50% to HOA
Hadden Landscaping
27490
22.36
100
43343
19
March Landscape Maintenance for Triangle/Dove Road 50% to HOA
Hadden Landscaping
27500
269.00
1 100
43349
19
Mow, Weedeat, clean up back area of Park by back pond
Total Parks /Recreation
3,066.30
Kaleidoscope
20080034
37.50
100
43405
20
Postini Filtering & Antivirus software
Kaleidoscope
20080036
1,045.00
100
43267
20
Administrative support service
Total IT
1,082.50
AT &T 817 - 430 - 0941 -1
02292008
738.42
199
13020
0
Due from WA - Telephone 50%
Boyle & Lowry 4
12254
701.25
199
13020
0
Legal Fees - Academy Period ending 02/25/08
Jackson Supply
021208
505.20
199
13020
0
Cleaning Supplies /Products for the Academy: can liners, hand soap,
multifold towels & tissue paper
Jackson Supply
021208a
99.44
199
13020
0
Cleaning Supplies /Products for the Academy: Roll towel & center pull
towel
Jackson Supply
021408
396.00
199
13020
0
Cleaning Supplies /Products for the Academy: Rubbermaid 16 cubic
foot truck
Jackson Supply
022608
305.37
199
13060
0
Cleaning Supplies /Products for the Academy: Windex, roll towel,
multifold towels & tissue paper
Jackson Supply
022808
437.59
199
13060
0
Cleaning Supplies /Products for the Academy: can liners, multifold
towel & tissue paper
Jackson Supply
030308
84.42
199
13060
0
Cleanin Su lies /Products for the Academy: hand soap
Jackson Supply
031108
172.23
199
13060
0
Cleaning Supplies /Products for the Academy: Dial complete,
floor/carpet sweep, lobby dust pan & broom & floor sign
Lowe's
27827
20.64
199
13020
0
Dowel rod for paper holder @ Academy
Petty Cash
02272008
19.00
199
13020
0
6 /Dial Soap & 4 /Softsoa
Total Academy Fund
3,479.56
AT &T 817 - 430 - 0941 -4
02292008
110.76
220
45305
11
Visitor Fund Telephone 15% of Town's 50% allocation
AT &T 817 -491 -3450
02292008
77.05
220
43505
11
Internet line for Historical Board Museum
Identitec
947 - 208 -64
150.00
220
44306
11
Sign: Roanoke I.O.O.F. Cemetery sign
Joe Hennig
03032008
3,476.00
220
43335
11
Town Manager Services at 22%
Judy Thomason
PR031808
306.00
220 1
43335
11 1
Contract Labor - WHPS
Reprographics
400292
19.91
220
44306
11
6sets/digital bond - cemetery
Due from Visitor Fund
4,139.72
,Boyle & Lowry 3
12254
1,361.25
410
16600
0
Legal Fees - Arts & Science Building Period ending 02/25/08
Due from Capital Projectsl
1,361.25
Page 3 of 4 3/19/2008 3:23 PM
TOWN OF WESTLAKE
Invoices Received: 03/03/08 thru 03/16/08
For Review by Board on 03/24/08
VENDOR
817 - 430 - 0941 -3
02292008
110.76
500
45305
16
Utility Fund Telephone 15% of Town's 50% allocation
Chateau Home Builders
1- 4160 -2
183.81
500
20204
0
Utility Billing Refund for: 2207 Kingfisher Drive
Chateau Home Builders
1- 5205 -1
688.53
500
20204
0
Utility Billing Refund for: 2006 Brazos Court
City of Keller
002 - 2008200 -003
59,277.00
500
48810
16
FY 2008: Principal Payment - Keller Overhead Storage
City of Keller
002- 2008200 -003
60,790.27
500
48811
16
FY 2008: Interest Payment - Keller Overhead Storage
Data Prose
47881
215.43
500
44135
16
Utility Billing Processing for February Cycle
Hillwood
CR022908
1,116.50
500
48820
16
Debt Service - Hillwood area (February 2008
Hillwood
CR022908
1,587.75
500
48821
16
Debt Service - Town area (February 2008
Jarrod Greenwood
CR090407
64.99
5001
45310
1 16
Mobile Phone invoice period 07/26/07 thru 08/25/07 (Re- issuing due to
lost check #7620
Joe Hennig
03032008
7,900.00
500
43335
16
Town Manager Services at 50%
Petty Cash
03042008
15.00
500
44140
16
Water sample
Petty Cash
03072008
5.00
500
45810
16
Car Wash for the Utility truck
Petty Cash
03122008
35.00
500
44140
16
Water sample
Rodgers Construction Co.
08 -6209
17,042.35
500
44123
16
Payment Application Number #1: West side pump station
STW, Inc.
03112008
170.00
500
44310
16
Utility Billing: allow e-mail bill & work order printing problems
Texas Excavation Safety
08 -1142
39.90
500
44220
16
Message fee for February 2008 - Line Locator
Tri-County Electric 150 -501
03062008
2,710.09
500
46221
16
OF Electric Service - Pump Station at 1900 Hwy 377 S
Trinity River Authority
BB 770
13,563.00
500
44115
16
TRA Wastewater Treatment - Billing for the month of April 2008
Due from Utility
165,515.38
Grand Total
219,805.15
Page 4 of 4 3/19/2008 323 PM