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HomeMy WebLinkAboutRes 18-35 Approving an Economic Devolopment Agreement with the Marriott SolanaTOWN OF WESTLAKE RESOLUTION 18-35 A RESOLUTION BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, APPROVING AN ECONOMIC DEVELOPMENT AGREEMENT WITH THE MARRIOTT SOLANA. WHEREAS, the Westlake Town Council, in its current Strategic Plan, has identified Fiscal Responsibility" as a Vision Point as well as "Financial Stewardship" as a Perspective that must be addressed to move the Town towards this Vision Point; and, WHEREAS, the Town of Westlake sales and use taxes are an important revenue source to support its general operations; and, WHEREAS, the Town Council desires to have new and existing businesses that maintain and grow their sales and use tax streams, which in turn, enhances the Town's financial position and sustainability per its Strategic Plan; and WHEREAS, the Town Council acknowledges that the Town's Visitors Association Fund is a key component of its financial structure and that an economic development grant to the Marriott Solana Hotel will help solidify and maintain that structure; and, WHEREAS, Town has an updated economic development policy adopted by Resolution 16-30 and that this proposed economic development agreement with the Marriott Solana meets those policy guidelines and meets the requirements of State law for municipalities to grant 380 economic development grants to businesses located in their boundaries; and WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the citizens of Westlake. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: THAT, all matters stated in the Recitals hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: THAT, the Town Council of the Town of Westlake, Texas, hereby approves the Economic Development Grant Agreement with the Marriott Solana attached hereto as Exhibit A"; and further authorizes the Town Manager to execute said agreement on behalf of the Town of Westlake. Resolution 18-35 Page 1 of 13 SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 24th DAY OF SEPTEMBER 2018. ATTEST: A lL-1 Kell Edwa s, Town Secretary Laura Wheat, Mayor Thomas E. Brymer, T n Manager W ES P TEXA Resolution 18-35 Page 2 of 13 ECONOMIC DEVELOPMENT PROGRAM AGREEMENT This ECONOMIC DEVELOPMENT PROGRAM AGREEMENT ("Agreement") is entered into by and between the TOWN OF WESTLAKE, TEXAS (the "Town"), a Type -A general law municipal corporation organized under the laws of the State of Texas, and MARRIOTT HOTEL SERVICES, INC. D/B/A DALLAS/FORT WORTH MARRIOTT SOLANA, ("Marriott:), a Hotel. The Town and Marriott are collectively referred to as the Parties". RECITALS The Town and Marriott hereby agree that the following statements are true and correct and constitute the basis upon which the Town and Marriott have entered into this Agreement: A. Marriott operates a 294 (288 plus 6 suites) room, full-service hotel located at 1301 Solana Blvd. Building #3, Westlake, Texas, (the "Hotel") The Hotel provides a valuable catalyst for visitors, tourism, and economic development to the Town. B. To increase visitors and tourism, and to maximize the economic benefits that the Hotel can bring to the Town, the Town and Marriott desire to enter into this Agreement. C. In accordance with Resolution No. 16-30, adopted by the Town Council on August 22, 2016, attached hereto as Exhibit "A" and hereby made a part of this Agreement for all purposes, the Town has established an economic development incentive policy and program pursuant to which the Town will, on a case-by-case basis, offer economic incentive packages authorized by Chapter 380 of the Texas Local Government Code, Article III, Section 52-a of the Texas Constitution, and other applicable laws, that include monetary loans and grants of public money, as well as the provision of personnel and services of the Town, to businesses and entities that the Town Council determines will promote State or local economic development and stimulate business and commercial activity in the Town in return for verifiable commitments from such businesses or entities to cause specific infrastructure, employment and other public benefits to be made or invested in the Town (the "380 Program"). D. The Town Council has determined that by entering into this Agreement, the potential increase of visitors and tourism and economic benefits that will accrue to the Town under the terms and conditions of this Agreement are consistent with the Town's economic development objectives and the 380 Program and will further the goals for positive economic growth, visitors and tourism in the Town. This Agreement is authorized by Chapter 380 of the Texas Local Government Code and the 380 Program. NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: Resolution 18-35 Page 3 of 13 AGREEMENT 1. INCORPORATION OF RECITALS. The Town Council has found at a duly -called and legally -noticed public meeting through the adoption of Town Resolution No. 18-35 attached hereto as Exhibit "B" and hereby made a part of this Agreement for all purposes, and the Town and Marriott hereby agree, that the recitals set forth above are incorporated herein and true and correct and form the basis upon which the Parties have entered into this Agreement. 2. DEFINITIONS. In addition to terms defined in the body of this Agreement, the following terms shall have the definitions ascribed to them as follows: 380 Program has the meaning ascribed to it in Recital C. Affiliate means all entities, incorporated or otherwise, under common control with, controlled by or controlling Marriott. For purposes of this definition, "control" means fifty percent 50%) or more of the ownership determined by either value or vote. Program Grants means the annual allowable economic development grants paid (whether in one or multiple installments) by the Town to Marriott in accordance with this Agreement and as part of the 380 Program. Program Source Funds means an amount of Town funds legally available for inclusion in a Program Grant that is payable to Marriott in a given Program Year, which shall be derived from hotel occupancy taxes generated by the Hotel and received by the Town pursuant to Chapter 351 of the Texas Tax Code, or other legally available funds of the Town. Program Year means the Town's fiscal year (i.e. October 1 through September 30t") in which the Town is obligated pursuant to this Agreement to pay Marriott a Program Grant, beginning with the first fiscal year following the execution of this Agreement. Quarterly Report has the meaning ascribed to it in Section 4.2. Records have the meaning ascribed to it in Section 4.3. Term has the meaning ascribed to it in Section 3. Town of Westlake Hotel Support Program has the meaning ascribed to it in Section 4.1. Resolution 18-35 Page 4 of 13 3. TERM. This Agreement shall be effective as of the date of execution by the Parties (the "Effective Date") and, unless terminated earlier in accordance with this Agreement, shall expire one (1) year from the Execution Date. 4. TOWN AND MARRIOTT'S OBLIGATIONS AND COMMITMENTS. 4.1. Town of Westlake Hotel Support Program The total amount to be granted by the Town to Marriott under the terms of this Agreement for the Town of Westlake Hotel Support Program shall not exceed 130,000 with said Town of Westlake Hotel Support Program, consisting of the following: a. Group Booking Incentives, the requirements for which are attached hereto as Exhibit "C" and hereby made a part of this Agreement for all purposes (the Hotel Support Agreement") and details the obligations of Marriott to receive, and the Town to grant, the Program Grants from the Program Source Funds during the Program Year related to group bookings at the Hotel. The purpose of this component of the Town's Hotel Support Program shall be to increase new group bookings for the Hotel and to not incur a decrease in overall group meeting business (i.e. all group bookings at the Hotel both of new group business and repeat group business), thus increasing economic development through tourism and business development activity in the Town. The Group Booking Incentives provided by the Town under this Agreement to the Hotel shall not exceed $50,000 during the term of this Agreement. b. Transportation Costs, for which a total sum of $80,000 shall be provided by the Town under this Agreement to cover a portion of the operating cost for bus transportation services provided by the Marriott for guests of the Hotel. Funds disbursed by the Town under this component of the Town's Hotel Support Program shall be made at the end of each Town fiscal year quarter following submission by Marriott, and acceptance by the Town, of the Quarterly Report for the preceding quarter. The purpose of this component of the Town's Hotel Support Program is to enhance the Marriott's ability to increase room nights and retain existing room nights at the Hotel (as reported in Section 4.2 below), thus increasing economic development through tourism and business development activity in the Town. At all times during the term, the name "Westlake, Texas" shall be visibly reflected and marked on both sides of any shuttle buses or vehicles used by the Hotel. Resolution 18-35 Page 5 of 13 4.2. Reports and Filings. On a quarterly basis during the Term, Marriott shall submit a written report to the Town specifically delineating its compliance with this Agreement (the "Quarterly Report"). The Town Manager shall receive the Quarterly Report no later than thirty 30) days from the end of each quarter. Said Quarterly Report will contain, as a minimum, the following performance measure information for the reporting period for the Town to measure the effectiveness of its investment in this grant of public funds to Marriott for this Hotel: Total funds paid to date aggregate under this Agreement during the contract term to Marriott regarding group incentives of the Town's Hotel Support Program described in Section 4.1 of this Agreement Total funds spent to date by Marriott for the activities and purposes set out in Section 4.1 of this Agreement Increases in average daily occupancy at the Hotel Decreases in average daily occupancy at the Hotel Number of room nights generated by new group bookings at the Hotel Number of room nights generated by repeat group business, bookings at the Hotel, number of bus transportation trips daily to DFW Airport for guests at the Hotel The number of new group bookings made for the Hotel during the reporting period and the number of repeat group business bookings made for the Hotel during the reporting period. A brief description of marketing/sales efforts made during the reporting period for the Hotel including: o the number and type of new group sales prospects identified, targeted, and group sales closed by Marriott sales staff during the reporting period o the number and type of new group sales made by contacts from outside the Hotel Marriott Average number of bus transportation trips daily to off -premise meeting locations for guests at the Hotel Average number of bus transportation trips daily to other off -premise locations (entertainment, shopping, etc.) for guests at the Hotel Operating costs incurred by the Hotel during the quarter for shuttle bus transportation services 4.3. Audits. Per the requirements of State law and the Town ordinance establishing the Town's hotel -motel occupancy tax, the Town will have the right throughout the Term to audit any and all financial and business records of Marriott that relate to the performance of this Agreement and any other documents necessary to evaluate Marriott's compliance with this Agreement or with the goals set forth in this Agreement, including, but not limited to construction documents and invoices (collectively "Records"). Marriott shall make all Resolution 18-35 Page 6 of 13 Records available to the Town at the Hotel or at another location in the Town acceptable to both parties following reasonable advance notice by the Town and shall otherwise cooperate fully with the Town during any audit. 5. DEFAULT, TERMINATION AND FAILURE BY MARRIOTT TO MEET VARIOUS DEADLINES AND COMMITMENTS. 5.1. Continuous Operation. Following the Completion Date, if Marriott fails to continuously operate a full-service hotel at 1301 Solana Blvd. Building #3, Westlake, Texas, 76262, the Town shall have the right to terminate this Agreement by providing written notice to Marriott without further obligation to Marriott hereunder. 5.2. Failure to Pay Town Taxes or Fees. An event of default shall occur under this Agreement if any legally -imposed Town taxes or fees owed on, or generated by, the hotel become delinquent and Marriott or the Affiliate does not either pay such taxes or follow the legal procedures for protest and/or contest of any such taxes. In this event, the Town shall notify Marriott in writing and Marriott shall have sixty (60) calendar days to cure such default. If the default has not been fully cured by such time, the Town shall have the right to terminate this Agreement immediately by providing written notice to Marriott and shall have all other rights and remedies that may be available to it under the law or in equity. 5.3 Violations of Town Code, State or Federal Law. An event of default shall occur under this Agreement if any written citation is issued to Marriott or an Affiliate due to the occurrence of a violation of a material provision of the Town Code at the Hotel (including, without limitation, any violation of the Town's Building or Fire Codes and any other Town Code violations related to the environmental condition of the Hotel; or to matters concerning the public health, safety or welfare) and such citation is not paid or the recipient of such citation does not properly follow the legal procedures for protest and/or contest of any such citation. An event of default shall occur under this Agreement if the Town is notified by a governmental agency or unit with appropriate jurisdiction that Marriott or an Affiliate, or any successor in interest thereto, any third party with access to the Hotel pursuant to the express or implied permission of Marriott or an Affiliate, or any a successor in interest thereto, is in violation of any material state or federal law, rule or regulation on account of the Hotel, improvements on the Hotel or any operations thereon (including, without limitation, any violations related to the environmental condition of the Hotel; the environmental condition other land or waters which is attributable to operations on the Hotel; or to matters concerning the public health, safety or welfare). Upon the occurrence of such default, the Town shall notify Marriott in writing and Marriott shall have (i) thirty (30) calendar days to cure such default or (ii) if Marriott has diligently pursued cure of the default but such default is not reasonably curable within thirty (30) calendar days, then such amount of time that the Town reasonably agrees is necessary to cure such default. If the default has not been fully cured by such time, the Town shall have the right to terminate this Agreement immediately by providing written Resolution 18-35 Page 7of13 notice to Marriott and shall have all other rights and remedies that may be available to under the law or in equity. 5.4. Unauthorized Use of Funds and Requirement for Repayment to Town. If, during an audit by the Town under the provisions of this Agreement, the Town determines that the proceeds of this grant have not been utilized by Marriott for the purposes outlined in this Agreement, Marriott will be given thirty (30) calendar days to cure following written notice from the Town) and, if Marriott fails to cure per the written notice from the Town, Marriott shall immediately remit to the Town the entire amount under this Agreement paid by the Town to Marriott during the reporting period during which the Town has identified that Marriott was not in compliance with the terms of this Agreement. If said amount is not remitted to the Town within 30 calendar days from the end of the cure period, that amount demanded for repayment to the Town plus six (6) percent simple interest on the repayment amount shall be due, in full, to the Town. For the purposes of this Section, Simple Interest" is defined as a rate of interest applied to the aggregate amount of the Program Grants paid by the Town to Marriott during the reporting period in which Marriott was in violation of this Agreement. 5.5. Failure to Submit Reports. Without limiting the application of Section 5.6, if Marriott fails to submit any report required by and in accordance with Section 4.2, the Town's obligation to pay any Program Grants at the time, if any, shall be suspended until Marriott has provided and is current on all reports. 5.6. General Breach. Unless stated elsewhere in this Agreement, Marriott shall be in default under this Agreement if Marriott breaches any term or condition of this Agreement. In the event that such breach remains uncured after thirty (30) calendar days following receipt of written notice from the Town referencing this Agreement (or, if Marriott has diligently and continuously attempted to cure following receipt of such written notice but reasonably requires more than thirty (30) calendar days to cure, then such additional amount of time as is reasonably necessary to effect cure, as determined by both parties mutually and in good faith), the Town shall have the right to terminate this Agreement immediately by providing written notice to Marriott. 6. NO INDEPENDENT CONTRACTOR OR AGENCY RELATIONSHIP. It is expressly understood and agreed that Marriott shall not operate as an independent contractor or as an agent, representative or employee of the Town. Marriott shall have the exclusive right to control all details and day-to-day operations relative to the Hotel Support Program and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. Marriott acknowledges that the doctrine of respondent superior will not apply as between the Town and Marriott, its officers, Resolution 18-35 Page 8 of 13 agents, servants, employees, contractors, subcontractors, licensees, and invitees. Marriott further agrees that nothing in this Agreement will be construed as the creation of a partnership or joint enterprise between the Town and Marriott. 7. INDEMNIFICATION. MARRIOTT, AT NO COST OR LIABILITY TO THE TOWN, AGREES TO DEFEND, INDEMNIFY AND HOLD THE TOWN, ITS OFFICERS, AGENTS, ATTORNEYS, SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO MARRIOTT' BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCL UDING DEATH, THAT MAY RELATE TO, ARISE O UT OF OR BE OCCASIONED BY (i) MARRIOTT' BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT, OR (ii) ANY ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF MARRIOTT, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE TOWN, OR ITS EMPLOYEES, OFFICERS, AGENTS, ASSOCIATES, CONTRACTORS OR SUBCONTRACTS), OR SUBCONTRACTORS DUE OR RELATED TO OR ARISING FROM OPERATION AND CONDUCT OF THE HOTEL SUPPORT PROGRAM OR OTHERWISE TO THE PERFORMANCE OR OBLIGATIONS OF THIS AGREEMENT. 8. NOTICES. All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand delivery: Town: Town of Westlake Attn: Town Manager 1500 Solana Blvd, Bldg. 7, Suite 7200 Westlake, Texas 76262 With Copies to (which shall not constitute notice): Boyle & Lowry, L.L.P. Attn: L. Stanton Lowry 4201 Wingren Dr., Suite 108 Irving, Texas 75062 Marriott: Marriott Dallas/Fort Worth Solana Attn: General Manager 1301 Solana Blvd, Bldg. #3 Westlake, Texas 76262 Resolution 18-35 Page 9 of 13 9. ASSIGNMENT AND SUCCESSORS. Marriott may at any time assign, transfer or otherwise convey any of its rights or obligations under this Agreement to an Affiliate without the approval of the Town so long as Marriott, the Affiliate and the Town first execute an agreement approved by the Town Council of the Town of Westlake under which the Affiliate agrees to assume and be bound by all covenants and obligations of Marriott under this Agreement. Otherwise, Marriott may not assign, transfer or otherwise convey any of its rights or obligations under this Agreement to any other person or entity without the prior consent of the Town Council, conditioned on (i) the prior approval of the assignee or successor and a finding by the Town Council that the proposed assignee or successor is financially capable of meeting the terms and conditions of this Agreement and (ii) prior execution by the proposed assignee or successor of a written agreement with the Town under which the proposed assignee or successor agrees to assume and be bound by all covenants and obligations of Marriott under this Agreement. Any attempted assignment without the Town Council's prior consent shall constitute a breach and be grounds for termination of this Agreement and following receipt of written notice from the Town to Marriott. Any lawful assignee or successor in interest of Marriott of all rights under this Agreement shall be deemed "Marriott" for all purposes under this Agreement. 10. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. This Agreement will be subject to all applicable Federal, State and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the Town's codes and ordinances, as amended. 11. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement, the Town does not waive or surrender any of it governmental powers or immunities that are outside of the terms, obligations, and conditions of this Agreement. 12. NO WAIVER. The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. 13. VENUE AND JURISDICTION. If any action, whether real or asserted, at law or in equity, arises based on any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 14. NO THIRD -PARTY RIGHTS. Resolution 18-35 Page 10 of 13 The provisions and conditions of this Agreement are solely for the benefit of the Town and Marriott, and any lawful assign or successor of Marriott, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 15. FORCE MAJEURE. It is expressly understood and agreed by the Parties to this Agreement that if the performance of any obligations hereunder is delayed by reason of war, civil commotion, acts of God, inclement weather, or other circumstances which are reasonably beyond the control or knowledge of the party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated or not, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such requirement shall be extended for a period of time equal to the period such party was delayed. Notwithstanding anything to the contrary herein, it is specifically understood and agreed that Marriott' failure to obtain adequate financing to complete the Required Improvements by the Completion Deadline shall not be deemed to be an event of force majeure and that this Section 15 shall not operate to extend the Completion Deadline in such an event. 16. INTERPRETATION. In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Agreement. 17. SEVERABILITY CLAUSE. It is hereby declared to be the intention of the Parties that sections, paragraphs, clauses and phrases of this Agreement are severable, and if any phrase, clause, sentence, paragraph or section of this Agreement shall be declared unconstitutional or illegal by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality or illegality shall not affect any of the remaining phrases, clauses, sentences, paragraphs or sections of this Agreement since the same would have been executed by the Parties without the incorporation in this Agreement of any such unconstitutional phrase, clause, sentence, paragraph or section. It is the intent of the Parties to provide the economic incentives contained in this Agreement by all lawful means. 18. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. Resolution 18-35 Page 1 I of 13 19. ENTIRETY OF AGREEMENT. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the Town and Marriott, and any lawful assign and successor of Marriott, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. Notwithstanding anything to the contrary herein, this Agreement shall not be amended unless executed in writing by both parties and approved by the Town Council of the Town in an open meeting held in accordance with Chapter 551 of the Texas Government Code. 20. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. EXECUTED as of the last date indicated below: TOWN OF WESTLAKE: By. o Thomas E. Brymer Town Manager Date:gi J2-4 ` P APPROVED A60 FOR A'I AI YD LEGALITY: ME Lc- Ston Low Town Attorney a Texas By: Date: — l 12S lze `6 Resolution 18-35 Page 12 of 13 EXHIBITS A" — Town of Westlake Resolution No. 16-30 B" — Town of Westlake Resolution No. 18-35 C" — Town of Westlake Hotel Support Program re: Group Booking Incentives for 2018-2019 Resolution 18-35 Page 13 of 13 TOWN OF WESTLAKE RESOLUTION NO. 16-30 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, ADOPTING AN ECONOMIC DEVELOPMENT INCENTIVE POLICY. WHEREAS, the Town of Westlake, Texas, relies upon the generation of Sales and Use Taxes for basic city operations; and WHEREAS, the Town of Westlake aggressively pursues sales tax producing enterprises that meet the Town's high development standards; and WHEREAS, Chapter 312 of the Texas Tax Code requires that guidelines and criteria be adopted by the Town Council before entering into any Economic Development Agreement that provides reimbursement of taxes; and WHEREAS, Chapter 380 of the Texas Local Government Code allows the Town Council to create policies for economic development and any related grants or incentives. WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the citizens of Westlake. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That, all matters stated in the Recitals hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: That the Town of Westlake Town Council does hereby approves the proposed policy, attached as Exhibit "A", Town of Westlake Economic Development Incentive Policy and directs the Town Manager to immediately submit an Economic Development Agreement to the Town Council consistent with the terms of this policy. SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. Resolution 16-30 Page 1 of 5 SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 22" DAY OF AUGUST, 2016. ATTEST: 4rf. Laura L. Wheat, Mayor hd-y-\ 4; KellyEdwar&' Town Secretary Thomas E. Brymer,'*' anageg 04'•.‘‘'\ WFST APPROVED AS TO FORM: p it 7&7 L. Sta on Lowry, own Attorney 7-EX P`' ,o Resolution 16-30 Page 2 of 5 Exhibit A Town of Westlake Economic Development Incentive Policy Section I. General Purpose and Objectives The Town of Westlake, Texas, ("Town") is committed to the promotion and retention of high quality development in all parts of the Town as part of an overall effort to improve the quality of life for its residents. Since these objectives can be served, in part, by the expansion of its commercial business, retail, and mixed use base, the Town will, on a case-by-case basis, give consideration to providing tax abatements, economic development grants, loans, and other incentives (collectively referred to as "Incentives") as may be allowed by law as stimulation for selected economic development within the community. It is the policy of the Town that consideration will be provided in accordance with the criteria set forth in this document. Nothing within this policy shall imply or suggest that the Town is under any obligation to provide Incentives to any applicant. All applicants ("Applicants") for any Incentives shall be considered on a case-by-case basis. Section IL Applicability This Economic Development Incentive Policy (the "Policy") establishes guidelines and criteria for Incentives as allowed for by the provisions of Chapter 312 of the Texas Tax Code, and other economic grants, loans, or incentives as authorized by Chapter 380 of the Texas Local Government Code, the Development Corporation Act, Article 5190.6, Tex. Rev. Civ. Stat., Article III, Section 52-a of the Texas Constitution, and other applicable laws. Any Incentive approved by the Town's Town Council ("Town Council") pursuant to the Policy must be memorialized in an agreement to be executed and approved by the Town and applicant (the Incentive Agreement"). Section III. Tax Abatement Criteria A. Any application for tax abatement shall be reviewed and approved or disapproved by the Town Council and, if applicable, consider the recommendations of the Westlake Development Corporation and/or the Westlake 4A Corporation. In general, the application will be considered based upon the following: The `value added' to the community by the Applicant's proposed project; The likelihood of the development of the proposed project without abatements; The comparison of the use of abatements versus the use of other potential incentives. B. Specific considerations for approving tax abatement applications will be based upon the degree to which the proposed project: Resolution 16-30 Page 3 of 5 Furthers the goals and objectives of the Town as expressed in the Town's Comprehensive Plan, Planned Development District Ordinances, and infrastructure plans; Impacts the Town's costs and ability to provide municipal services; Impacts the local environment, housing market, and available infrastructure; Offers potential for long term payback in tax and/or other revenues for the Town's investment; Potentially stimulates other desirable economic development within the Town. C. Term of the Abatement — A tax abatement may be granted for a maximum of ten (10) years. The term of the abatement may be granted for a lesser number of years depending upon the anticipated `value added' to the Town. Section IV. Value of the Project The amount of the Incentive will be determined by the Town Council based upon the merits of the economic development project (the "Project"), including, but not limited to, the factors referenced in paragraph III. B. (above) and the following specific economic considerations: total capital investment; added employment; generation of other tax revenues. Incentives may be granted only for the additional value of eligible property improvements described in the Project and listed in the executed tax abatement agreement. Target thresholds are established as expected qualifying levels for abatement consideration as indicated in paragraphs A and B as follows: A. For New Businesses or Development - The Project must be reasonably expected to produce an added value of five million dollars ($5,000,000) in real and personal property improvements within the Town of Westlake; or to create a minimum of 200 full-time jobs, or to generate annual sales tax revenues to the Town of at least $100,000. B. For Expansion or Modernization of Existing Businesses or Development — The Project must be reasonably expected to produce an added value of two million dollars ($2,000,000) in real and personal property improvements within the Town, or to create a minimum of 100 full time jobs, or to generate additional annual sales tax revenues to the Town of at least$50,000. Section V. Inspection, Verification and Incentive Modification The terms of an Incentive Agreement shall include the Town's right to: a) require the submission of an annual certification of compliance for the property receiving an Incentive; (b) conduct an on-site inspection of the project in each'year during the life of the Incentive to verify compliance with the terms of the Agreement and the Policy; and(c) reduce or Resolution 1 6-3 0 Page 4 of 5 eliminate the Incentive if the applicant has failed to comply with the requirements of the Incentive Agreement. Section VI. Evaluation Upon completion of the Project, the Town shall no less than annually evaluate each Project receiving an abatement to insure compliance with the terms of the agreement. Any incidents of non-compliance will be reported to all affected taxing units. Section VII. Severability and Limitation In the event that any section, clause, sentence, paragraph or any part of this Policy shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid, such invalidity shall not affect, impair, or invalidate the remainder of the guidelines and criteria in this Policy. Section VIII. Expiration and Modification This Policy is effective upon the date of its adoption and will remain in force for two years, at which time Incentive Agreements created pursuant to its provisions will be reviewed by the Town Council to determine whether the objectives of the Policy are being achieved. Based upon that review, this Policy may be modified, renewed or eliminated. However, any Incentive Contracts created pursuant to this Policy will remain in effect according to their respective terms without regard to any change to this Policy unless mutually agreed by the parties. Section IX. Economic Development Grants, Loans, and Other Incentives A. Any application for economic development grants, loans, and other incentives shall be reviewed and approved or disapproved by the Town Council. In the review process, the Town Council will, if applicable, consider the recommendations of the Westlake Development Corporation and/or the Westlake Type 4A Corporation. Any such economic development grants, loans, and other incentives may come from any one or combination of the following: Grants or loans as authorized by Chapter 380 of the Texas Local Government Code; The general Sales and Use taxes of the Town; Sales and Use taxes collected pursuant to section Type 4A of Article 5190.6, Tex. Rev. Civ. Stat.; and/or Any other lawful source of revenue of the Town including, but not limited to, bond or other debt financing which further the purpose of economic development. B. To be eligible to apply and qualify for consideration of any grants, loans, and other incentives under this Section, the applicant must submit documentation, and enter into an Incentive Agreement, which indicates the specific details of the Project and compliance with the Policy. Resolution 16-30 Page 5 of 5 Page 1 of 2 Resolution 18-35 Exhibit “C” TOWN OF WESTLAKE HOTEL SUPPORT PROGRAM Description: A cooperative marketing program designed to assist the Dallas/Fort Worth Marriott Solana Hotel in securing group and convention business. The groups can be new business or groups that have previously met at the hotel but are considering other hotels. Guidelines: Requests for funds shall be submitted at the bid time, not after the group has made their decision to book at the host hotel. Applications may be submitted for groups/conventions that take place in the current fiscal year (October 1 - September 30) or future years. • Proposed group business shall book a minimum of $5,000 in room night revenue. • A maximum of $7,500 is available to each group; however, the amount provided is based on the following process: o 10% of the room night revenue calculates the amount allowed, up to a maximum of $5,000. o 10% of food and beverage revenue calculates the amount allowed, up to a maximum of $2,500. • The Town of Westlake shall receive sponsor recognition in all correspondence and at the meeting/convention in an appropriate manner. • Upon completion of the event or meeting, a completed Post Meeting Summary is required prior to the release of full financial assistance. The report will be used to evaluate the effectiveness of the Town of Westlake Funds participation, as well as review future participation. • Annually, the Marriott Solana will generate a Town of Westlake Funds report to the Town Manager, or his designee, showing the dollars expended and the direct room nights generated via this important resource. Procedures: The Application shall include the following information before it will be reviewed: Hotel Information: Date of Application, Name of Host Hotel Sales Manager and Phone Number. Group Information: Group Name, Contact Name, Address, Phone Number, Program Dates, Estimated Room Nights, Estimated Room Night Revenue, Estimated Catering Revenue, Estimated Outlet Revenue. Miscellaneous Information: Additional information pertinent to the group. Signatures: The Application shall be signed by the host hotel Sales Manager and Director of Sales prior to it being submitted for approval. The Application shall be approved by the Town of Westlake within ten days providing that all of the requested information is received. Once the Application has been approved, the signed application will be sent back to the requesting Sales Manager at the host hotel. The host hotel shall provide the Town of Westlake with a copy of the contract at the time it is signed by the group. Funds shall not be available if this information is not received at least ten days prior to the group/convention. The Town of Westlake may choose to send a welcome letter to the group and offer to provide community brochures or other information to the group/convention attendees. Since funds are reserved for every Application that is approved, the host hotel shall inform the Town of Westlake with written authorization to release the funds should a group choose another destination. Page 2 of 2 Resolution 18-35 Submit Application and Correspondence to: The Town of Westlake Attn: Debbie Piper, Finance Director 1500 Solana Blvd., Bldg. 7, Suite 7200 Westlake, TX 76262 817 490 5712 Phone 817 430 1812 Fax Disbursement of Funds: At the time of invoice, the host hotel shall submit the following information: 1. A computerized report documenting the actual room nights booked by the group and verification of the actual room night revenue. The disbursement of funds may be reduced based on the program guidelines if the group generated less room night revenue than was originally stated on the Application, 2. Samples of the Town of Westlake's sponsor recognition. Form TGC 2270 VERIFICATION REQUIRED BY TEXAS GOVERNMENT CODE CHAPTER 2270 Contract identifier: Department: By signing below, Company herby verifies the following: 1. Company does not boycott Israel; and 2. Company will not boycott Israel during the term of the contract. SIGNED BY: Print Name of Person: SM10 Ro.S(,t& U�rec ,r o� France '. IAt,wanhnn Signing, Title, and Company _bQA ,\ 'cxa-y\ WuANV\, �k. _160V_ Date signed: Os IO4 -2-oA STATE OF TEX� COUNTY OF �a�Yc BEFORE ME, the undersigned Notary Public on this day personally appearedeDWQ6 f_(� (Name), on behalf of (Company) who being duly sworn, stated under oath that he/she has read the foregoing verification required by Texas Government Code Section 2270.002 and said statements contained therein are true and correct. SWORN AND SUBSCRIBED TO before me, this 0�' day of , 20/ . NOJRY �rr PUBM, FOR THE STATE OF TEXAS My Commission Expires: mQ� c4-1�b RAE LYNN HNIZDO My Notary ID # 126461381 Expires March 27, 2020 Government Code § 2270.002. Provision Required in Contract Effective: September 1, 2017 A governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The following definitions apply: (1) "Boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. (2) "Company" means a for -profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority -owned subsidiary, parent company, or affiliate of those entities or business associations that exists to make a profit. (3) "Governmental entity" means a state agency or political subdivision of this state. State law requires verification from a Company for contracts involving goods or services (regardless of the amount) before the City can enter into the contract. CERTIFICATE OF INTERESTED PARTIES FORM 1.295 1 of 1 Complete Nos. 1 - 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties, CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2019-536396 Dallas Fort Worth Marriott Solana Westlake, TX United States Date Filed: 09/04/2019 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. Town of Westlake, Texas Date Acknowledged: 09/05/2019 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 18-35 Economic Development Agreement 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. X 6 UNSWORN DECLARATION My name is and my date of birth is My address is , (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of on the day of , 20 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.3asaat7d CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos . 1 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos . 1 , 2 , 3 , 5 , and 6 if there are no interested parties . CERTIFICATION OF FILING 1 Name of business entity filing form , and the city, state and country of the business entity's place Certificate Number : of business . 2019 -536396 Dallas Fort Worth Marriott Solana Westlake , TX United States Date Filed : 2 Name of governmental entity or state agency that is a party to the contract for which the form is 09/04/2019 being filed . Town of Westlake , Texas Date Acknowledged : 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services , goods , or other property to be provided under the contract. 18 -35 Economic Development Agreement Nature of interest 4 Name of Interested PartyCity , State , Country (place of business) (check applicable) pp ) Controlling I Intermediary 5 Check only if there is NO Interested Party. X 6 UNSWORN DECLARATION My name is b FC iS cu' , and my date of birth is My address is ol0 k W • \ u` S )t- oSk , x , Q17g , V S Jc . (street) (city) (state ) (zip code ) (country) I declare under penalty of perjury that the foregoing is true and correct. tvik Executed in `T'cx.CYos\?r County, State of TT (-6t.), , on the c day of f, 20 ,i (Ihonth ) (year) Si re of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www . ethics . state . tx . us Version V1 . 1 , 3a6aaf7d