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Home My WebLink AboutRes 15-35 Amending the Entrada Development agreement one of oneAMENDED ENTRADA DEVELOPMENT AGREEMENT PAGE 1 OF 6 EXHIBIT A TO RESOLUTION NO. 15-35 FIRST AMENDMENT TO THE ENTRADA DEVELOPMENT AGREEMENT THIS AMENDMENT ONE (1) OF ONE (1) TO THE TOWN OF WESTLAKE DEVELOPMENT AGREEMENT (aka “the Amendment”) ESTABLISHED WITH THE ADOPTION OF RESOLUTION 13-34 AS ADOPTED BY THE WESTLAKE TOWN COUNCIL FOR THE ENTRADA DEVELOPMENT is made and entered into this 14th day of December, 2015, by and between the Town of Westlake, Texas (the “Town”), and Maguire Partners-Solana Land, L.P., a Texas limited partnership (the “Developer”). W I T N E S S E T H: The Entrada Development (“Development”) is a master planned mixed use project to be constructed in Westlake and is currently being developed by Developer; and On October 28, 2013, the Town Council for the Town of Westlake adopted Resolution 13-34 approving a Development Agreement (the “Development Agreement”) with Maguire Partners-Solana Land, L.P. related to the Entrada development which addressed various development issues related to the Development and provided for the payment of certain fees, the timing of certain construction and the dedication of certain property, among others; and On February 24, 2014, the Town Council for the Town of Westlake, by Resolution No. 14-07, approved the creation of the Solana Public Improvement District (the “District”) for the construction of certain authorized improvements (the “Authorized Improvements”); and the Town issued Public Improvement District (“PID”) special revenue bonds (the “2015 Bonds”) via Ordinance 743 on January 15, 2015, to construct certain Authorized Improvements within the District. The Town and the Developer anticipate issuing future PID special revenue bonds to finance a portion of the Authorized Improvements within the District not financed with the 2015 Bonds (the “Future Bonds”); and The Town and the Developer wish to amend the Development Agreement to allow for certain early final platting of certain tracts of land in the District; and In consideration of the foregoing premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Town and Developer covenant and agree as follows: 1. The Economic Development Agreement Adopted by Resolution 13-34 Remains in Full Force and Effect. The Town and Developer acknowledge and agree that, except to the extent amended herein, all provisions and terms contained the Development Agreement, including any other amendments or addenda to the Development Agreement besides this Amendment to the Development Agreement, remain in full force and effect. AMENDED ENTRADA DEVELOPMENT AGREEMENT PAGE 2 OF 6 2. Specific Amendments Contained in this Amendment One (1) of One (1) to the Development Agreement Adopted by Resolution 13-34 shall be amended as follows: Section 4 to the Development Agreement shall be amended to include a new subsection M: M. Release of Blocks A, M, N, and O for Final Plat. 1. Prior to the completion of all public infrastructure for Phase I of the District, a Final Plat shall be accepted by the Town, and upon approval by the Town, permitted to be recorded in the Deed Records of Tarrant County, Texas, for a Final Plat that encompasses Blocks A, M, N, and O, as shown on the attached Exhibit A. 2. It is acknowledged by the Town and the Developer that PID bond proceeds for Phase I Infrastructure have been budgeted and escrowed in compliance with the approved Westlake Public Improvement District Service and Assessment Plan approved by the Town on January 15, 2015. The Town makes no representation that Phase I Infrastructure PID proceeds will be adequate to cover 100% of the actual Phase I Infrastructure costs and that any overrun shall be the sole responsibility of the Developer. 3. Offsite Easements: The identification and acquisition of all public utility easements are the sole responsibility of the Developer. In the even the Town determines that eminent domain proceedings are necessary to obtain the required easements, the Developer will be responsible for reimbursing the Town 100% of the cost to acquire the easement including but not limited to easement cost, administrative fees, court fees, attorney’s fees and Town consulting fees. 4. No Certificate of Occupancy will be issued for any use or structure in Blocks A, M, N, and O, as identified in the attached Exhibit A, until 75 percent (75%) of the off-site sanitary sewer line is completed according to the Town Engineer. The Developer may provide, at the developer’s sole expense, an alternative temporary sanitary sewer service (the “Stop Gap Sanitary Sewer Service”) to be established and maintained by the Developer that adequately serves Blocks A, M, N, and O until the off- site sanitary sewer service line is completed. This alternative Stop Gap Sanitary Sewer Service design and/or proposal must be submitted to the Town for approval, which approval shall be at the Town’s sole discretion. If the Stop Gap Sanitary Sewer Service is interrupted for any period of time during this temporary period, the Town may revoke any Certificates of Occupancy issued for any use or structure in Blocks A, M, N, or O. A plan and schedule to terminate the Stop Gap Sanitary Sewer Service will be included in the original Stop Gap Sanitary Sewer Service proposal/design, and any termination date extension will also be at the Town’s sole discretion. 5. The Stop Gap Sanitary Sewer Service may include any town-approved temporary service to remove waste material, including trucks or other transportation devices constructed to haul and transport waste material. AMENDED ENTRADA DEVELOPMENT AGREEMENT PAGE 3 OF 6 2. Binding Obligation. This Amendment to the Development Agreement shall become a binding obligation of the signatories upon execution by all signatories hereto. The Town warrants and represents that the individual executing this Amendment to the Development Agreement on behalf of the Town has full authority to execute this Amendment to the Development Agreement and bind the Town to the same. Developer warrants and represents that the individual executing this Amendment to the Development Agreement on its behalf has full authority to execute this Amendment to the Development Agreement and bind it to the same. 3. Authorization. The Town Council shall authorize the Town Manager of the Town to execute this Amendment to the Development Agreement on behalf of the Town. 4. Severability. In the event any provision of this Amendment to the Development Agreement shall be determined by any court of competent jurisdiction to be invalid or unenforceable, the Amendment to the Development Agreement shall, to the extent reasonably possible, remain in force as to the balance of its provisions as if such invalid provision were not a part hereof. 5. Filing in Deed Records. This Amendment to the Development Agreement shall be filed in the deed records of Tarrant County, Texas. The provisions of this Amendment to the Development Agreement shall be deemed to run with the Property and shall be binding on heirs, successors and assigns of Developer. 6. Notices. Any notices required or permitted to be given hereunder shall be given by certified or registered mail, return receipt requested, to the addresses set forth below or to such other single address as either party hereto shall notify the other: To the Town: Attn: Thomas Brymer Town Manager 3 Village Circle, Suite 202 Westlake, Texas 76262 FAX: 817.430.1812 With a copy to: Attn: L. Stanton Lowry Town Attorney Boyle & Lowry, L.L.P. 4201 Wingren, Suite 108 Irving, Texas 75062 FAX: 972.650.7105 To the Developer: Attn: Mehrdad Moayedi 1800 Valley View Lane, Suite 300 Farmers Branch, Texas 75234 FAX: 817.391.2501 With a copy to: Miklos Law, PLLC AMENDED ENTRADA DEVELOPMENT AGREEMENT PAGE 4 OF 6 Attn: Robert Miklos 1800 Valley View Lane, Suite 360 Farmers Branch, Texas 75234 E-mail: robert@mikloslegal.com 7. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original. [Signature Pages Follow] AMENDED ENTRADA DEVELOPMENT AGREEMENT PAGE 5 OF 6 IN WITNESS WHEREOF, the parties have executed this Agreement as of this the 14th December 2015. ATTEST: TOWN OF WESTLAKE ____________________________ By: _________________________ Name: Kelly Edwards Name: Laura Wheat Title: Town Secretary Title: Mayor Date: _________________________ APPROVED AS TO FORM ___________________________ Name: L. Stanton Lowry Title: Town Attorney AMENDED ENTRADA DEVELOPMENT AGREEMENT PAGE 6 OF 6 DEVELOPER Maguire Partners–Solana Land, L.P., a Texas limited partnership By: MMM Ventures, LLC, a Texas limited liability company Its General Partner By: 2M Ventures, LLC a Delaware limited liability company Its Sole Manager By: Name: Mehrdad Moayedi Its: Manager STATE OF TEXAS ) ) COUNTY OF _______________ ) This instrument was acknowledged before me on the _____ day of _________________, 2014, by Mehrdad Moayedi in his capacity as Manager of Maguire Partners-Solana Land, L.P., known to be the person whose name is subscribed to the foregoing instrument, and that he executed the same on behalf of and as the act of Maguire Partners-Solana Land, L.P. _____________________________________ Notary Public, State of Texas My Commission Expires: ________________________________