HomeMy WebLinkAboutRes 08-19 Approving an Economic Development Agreement with DeloitteTOWN 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 l: 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 Brad ey, Mayor
ATTEST-
S
TTEST:
Sutter, TRMC, Town Secretary
APPROV AS TO RM:
L. ton L , To Attorney
Jo C. Hennig, I erz own !7)ger
ECONOMIC DEVELOPMENT AGREEMENT
STATE OF TEXAS §
COUNTIES OF DENTON AND TARRANT §
This Economic Development Agreement ("Agreement") is made and entered into as of
the 1st day of July, 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. 0848,
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
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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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"Effective Date" shall mean the last date on which all of the parties hereto have executed
this Agreement, which shall be no later than December 31, 2008; provided, however that such
date may be extended by mutual agreement of the parties hereto.
"Final Certificate of Occupancy" shall mean the final certificate of occupancy issued for
a Qualified Facility.
"First Renewal Date" shall mean a date that is ten (10) years from the Effective Date.
"First Use" shall mean the designation of the Town as the situs for use tax purposes with
respect to any purchases made by Deloitte LLP or its Affiliates which are subject to the Town's
Sales and Use Taxes.
"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, Hoods, or
strikes.
"Hotel Occupancy Tax Receipts" shall mean the Town's receipts from the State from the
collection of Hotel Occupancy Taxes by, or on behalf of, Deloitte LLP or its Affiliates, with
respect to any of the Qualified Facilities. The parties expressly acknowledge and agree that the
hotel occupancy tax receipts described herein are being used only as a measurement of the
Town's payment of grants through the use of general funds.
"Hotel Occupancy Taxes" shall mean those hotel occupancy taxes authorized by Chapter
351 of the Tax Code (entitled, "Municipal Hotel Occupancy Taxes"), or any successor statute.
"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 D," 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.
"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
Project.
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"Phase II" shall mean a portion of the Project whose development begins after that of
Phase I. 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
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 Taxes 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 Taxes 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.
"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
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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).
"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 isnot 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 l OB, hereof, this Agreement shall remain in full force
and effect from the Effective Date until the First Renewal Date. On the First Renewal Date and
each ten (10) year anniversary of the First Renewal Date (each such date, a "Renewal Date"),
this Agreement shall renew for successive ten (10) year terins 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 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 Section 5 hereof.
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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.
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 and use taxes and/or hotel occupancy taxes
collected and/or paid by Deloitte LLP or its Affiliates for which Deloitte LLP
seeks a grant pursuant to Sections 14, 15, 16 and 17 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 fallowing 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.
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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, 16 and 17 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
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, 16 and 17 hereof unless and until DeIoitte 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 the First Renewal Date, or any subsequent 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 21 hereof 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
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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.
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 Il 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. Permittiny 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
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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 severity -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.
B. The term of the tax abatement for each Qualified Facility constructed shall extend
for a period of ten (10) years from the date of issuance of the Final. 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 10.8 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.
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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.
Section 14. Cha ter 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. The sales tax grant
period created under this Section 14 shall commence on the Effective Date 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 Economic Development Incentive
Avreement 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 Deloitte LLP, in the form
attached hereto as Exhibit "E" (the "Economic Development Incentive
Agreement"). Whereupon, pursuant to the terms of the Economic Development
Incentive Agreement, Deloitte LLP will use the Procurement Company (which is
sited within the Town), to the extent practicable and reasonable (and to the extent
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appropriate in light of Deloitte LLP's use of the Direct Payment Permit described
in Section 16, below), 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 Economic
Development Incentive Agreement shall not be attributable in any way to Deloitte
LLP or the Town.
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 4B) of Total Town Sales and Use Taxes
collected through the Economic Development 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 fiends.
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
any constitutional or statutory provision.
Section 16. Cha ter 380 Grant Based Upon Sales/Use Taxes and Direct Pa ment
Permit.
A. Pursuant to Texas law, 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%Q) of the Sales Tax
Receipts pertaining to the Town's Sales and Use Taxes that were paid by Deloitte
LLP or its Affiliates.
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 relevant costs related to the Qualified
Facilities to maximize, to the extent practicable and reasonable for Deloitte LLP
(as well as to the extent appropriate in light of Deloitte LLP's use of the
-11-
1380494v.11 DEL255/16000
Procurement Company described in Section 15, above), the amount of sales and
use tax collection by 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.
Section 17. Cha ter 380 Grant Based U on Hotel Occupancv 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, but said grant shall not exceed $100,000
in any calendar year. The grant period created under this Section 17 shall
commence with the beginning of the calendar year following 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 17.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 the relevant Hotel Occupancy Tax Receipts received by the Town
pertaining to the Project, collected by or on behalf of Deloitte LLP or its
Affiliates.
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:
-12-
1380494v.11 DEL255/16000
Deloitte LLP:
Frank Friedman _ Partner
Deloitte LLP
1100 Walnut Street, Suite 3300
Kansas City, MO 64106
With Copies to:
Deloitte LLP
Office of General Counsel
1633 Broadway
New York, New York 10019
Town:
Tom Brymer
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. Town Authorization.
This Agreement was authorized by resolution of the Board that was approved by the
affirmative vote of a majority of the Board at its regularly scheduled Board meeting on the 24th
day of March, 2008, authorizing the Town Manager to execute this Agreement on behalf of the
Town. An amended version of this Agreement was authorized by motion of the Board that was
approved by the affirmative vote of a majority of the Board at its regularly scheduled Board
meeting on the 28th day of April, 2008. 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.
-13-
1380494v.11 DEL255/16000
Section 21. Confidentiality.
Except as disclosure is required by law, the Town agrees to keep all non-public
information and documentation relating to Deloitte LLP or its Affiliates that it obtains in
connection with this Agreement (the "Confidential Tax Information") confidential. The Town
will only provide access to the Confidential Tax Information to its employees on a "need -to -
know" basis. The Town will use the Confidential Tax Information solely for the purposes of
determining the respective amount of each grant and for no other purpose, and the Town; will not,
without Deloitte LLP's prior written authorization: (a) disclose to any other person, use or
exploit the Confidential Tax Information (other than as expressly permitted above) or (b) discuss
Deloitte LLP or its affairs with any person other than Deloitte LLP's representatives. The
Town's obligations under this Section 21 shall survive the termination of this Agreement.
Notwithstanding the above, the Town and Deloitte LLP expressly understand and agree that
should any third party request the Confidential Tax Information pursuant to the Texas Public
Information Act, the Town's sole responsibility shall be to seek a written determination from the
Texas Attorney General as to whether any or all of the Confidential Tax Information must be
released as a public record.
Section 22. Severability.
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been contained herein.
Section 23. Estoppel Certificate.
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 reasonable 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
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 24. 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.
-14-
1380494v.11 DEL255/16000
Section 25. 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 26. 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 27. Successors and. Assigns,
Subject to the provisions of Section 6 hereof, this Agreement shall be binding on, and
shall inure to the benefit of, the legal representatives, successors and assigns of the Town and
Deloitte LLP.
Section 28. 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)
-15-
1390494v.I I DEL255/16000
EXECUTED to be effective as of the date first set forth above.
ATTEST•
By
_m Su er, TRMC, Town Secretary
APPROVED AS T (ItM
L. ton.Lbwry
Town Attorney
TOWN OF WESTLAKE, TEXAS,
a municipal corporation
By:
Name: Torn Brymer
Title: Town Manager
DELOITTE LLP,
a Delaware limited liability partnership
By:
Name: vI'/e
Title: :�'
Signature Page to Economic Deti�elopmentAgreement
STATE OF TEXAS
COUNTY I
This instrument was acknowledged before me on 1 - , 2008, by Tom
Brymer, the Town Manager of the Town of Westlake, Texas, a municipal corporation, on behalf
of said municipal corporation.
!�s GINGER ROBERTS AWTRY
:� ' ni Notary Public, State of Texas
MY Commission Expires
Ito, �`' SePlafnbor 26, 2010
C Y�
Notary Pbl c in and for the State of Texab
Printed/T'
ed Name of Notary
My Commission Expires
Notary Signature Page
a 6, ';�DIZ7
This instrument was acknowledged before me on2008 by
1C
in his/her capacity as a partner/principal of Deloitte
LLP, on behalf of said partnership.
Notary Publi �fortl�6e of
Printed/ yped Name of Notary
My Commission Expires: Ab-3bq�,>,D
Xotaf y Signature Page
El:
AMY SCHA'FEPFER;
OF
MY C�MMPSSION EXP!RPSSTATE
May 23, 2009
COUNTY._S_
This instrument was acknowledged before me on2008 by
1C
in his/her capacity as a partner/principal of Deloitte
LLP, on behalf of said partnership.
Notary Publi �fortl�6e of
Printed/ yped Name of Notary
My Commission Expires: Ab-3bq�,>,D
Xotaf y Signature Page
EXHIBIT A
TOWN OF WESTLAKE
RESOLUTION NO. 06-19
A RESOLUTION OF THE BOARD OF ALDEMIEN OF THE TOWN OF WESTLAKE,
TEXAS, ADOPTING AN ECONOMIC DEVELOPMENT INCENTIVE POLICY.
WHEREAS, the Town of lWestlake, 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
VVHEREAS, 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 AeTeement
that provides reimbursement of taxes; and
11'HEREAS, Chapter 380 of the Texas Local Ooveniment Code allo,�%s the Board of
Aldermen to create policies for economic development and any related grants or incentives.
NONV, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE
TON IST OF I}'£STL.A M, 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 Taivn of `,Westlake, Texas, adopts the
attached Exhibit A, Town of 'Westlake Economic Dei clopment Incentive Police and directs the
Town Manager to immediately submit an Economic Development Agreement to the Board of
.1ildermen consistent with the terms of this policy.
PASSED AND APPROVED Oi,, THIS 8th DAY OF IMAY• "005.
ATTEST:
Ti ALI-4
anD;: annell, To.n Secretin
APPRO S F R -M:
L. Canton o To Attorney
�z Scott Brad ev. Mayor
Trent O. Pett.. ,n 1�Iara�er
EXHIBIT A
WE50 No. oti
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 To Am's costs and ability to provide municipal senices;
• Impacts the local environment, housing market, and available infrastructure;
• C?fifers potential for long term payback in tax and -tor other revenues for the
To, n's investment;
• Potentially stimulates other desirable economic de"elopment ti%ithin the Town.
C. Terra of the Abatement — A tax abatement may be granted for a Maximum of ten
years_ The term of the abatement ma%, be granted for a lesser number of years depending
upon the anticipated `value added" to the Town.
Section IV, NF21ue of the Project
The amount of the Incentive tivill 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 111. 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 prflperty
improvements described in the Project and listed in the executed ta-X abatement
agreement Target thresholds are established as expected qualifi-ME lei els for abate-nent
consideration as indicated in paragraphs A and B as follows:
A. For Nev; Businesses or Development - The Project must be reasonably expected
to produce an added value of five million dollars (55,000,000) in real and personal
property improvements -within the To-vn of'Westlake, or to create a minimum of 200 Ml-
tirne jobs. or to generate annual sales tax revenues to the Town of at least S l 00,0C)O.
B. For Expansion or lodernizanon of Existing Burin sses or Development _The
Project must be reasonabl}° expected to produce an added value of t- o million d.,�llars
(S2,000,000) in real and personal property impMvernents N% thin the Tov,'n. or to create a
minimum ;�e
cf 100 full time jobs. or to erate additionai annual sales tax revertues 10 the
Town of at least S-50.000,
Section i'. Inspection, N'erihcation and lnccsitive Modification
The terms of an Incentive Agreement shall include the To,,�n's richt 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 verifi' 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 VL Evaluation
Upon completion of the Project, the Town shall no less than annual])' evaluate each
Project receiving an abatement to insure compliance -lith the terms of the agreement.
Any incidents of non-compliance will be reported to all affected taxing units.
Section N"11. Severabilih• 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 in% alidate the remainder of the guidelines and
criteria in this Policv.
Section 'DTIII. Expiration and Modification
This Policy is effective upon the date of its adoption and will remain in force for t`3 -o
years, at which time Incentive .Agreements created pursuant to its provisions «ill 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 rnodif ed, renewed or
eliminated. Ho -Wever, any Incentive Contracts created pursuant to this folic) ,rill remain
in effect accordingg to their respective terms mrithout regard to any change to this pc!lic)
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 incentij-es
shall be reviewed and approved or disapproi°ed by the Board of Aldermen. In the rtvi_Nv
Process, the Board of Aldermen will if applicable. consider the recomrilendations of the
Westlake Development Corporation ander the \'Vestlake 4A Corporation. ?niv such
economic development grants, loans. and other incentives nlav corn_ from any one er
combination of the following:
® Grants or loans as authorized by Chapter 380 of the Texas Local CTorernment
Code:
R
The general Sales and Llse taxes of the Tov.-n..
s Sales and Usy taxes collected nu,5u_n11t to=Ct; f1 �-I and t!r 4f3 C!f
5 1 90.6, Tex. Bev_ Cir. Stat.; and /or
i
® Any other ]a-wful 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 qualif}, 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.
P-',FJ;\{e-Lo�mAx. n Lakeni- agree,: enu'.sxI-acr c,�v. d:ti iric pcli.� ,iae
EXHIBIT B
TO'4'4'N OF VS'ESTLAKE
ORDINANCE NO. 589
AN ORDINANCE OF THE TOWN OF WESTLAKE, TEXAS, DESIGNATING
COMl1IERCIAL/INDUSTRIAL TAX ABATEMENT REINVESTMENT ZONE NO.
THREE (3), IN THE TO'4'4'N 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 Vl'estlake, 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 12.201 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) dans 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:
SECTIO` 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 conductingsuch hearings and having heard such evidence
and testimony, has made the following findings and determinations based on the testimony and
evidence presented to it: 4
(a) That a public hearingon 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
tar` 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
conimerciallindustrial 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 wider
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 .20' day of March. 2008.
SECTION G. If any portion of this ordinance shall; for any reason, be declared invalid by
an court of competent jurisdiction, such invalidity shall not affect the remaining provisions bereof
and the Board hereby determines that it i ould have adopted this ordinances without the imralid
provision.
PASSED AND APPROVED ON THIS 24" DAA' OF MARCH 2'008.
ATTEST:
kirl�Stirtter.. TP—MC, Tm n Secretary
APPROVED'".S TO FMI.,":
ALo-,M'.
StaONN _ ornev
C�-
ScottBradiev, Manor
Joe Hermia nterim T zn M nager
EXHIBIT 'A'
LEGAL DESCRIPTION ORD NO. 589
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. 145 land the Chas
Medlin Sun,ey, 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 -Dome Road where it intersects the
w=est line of said AIL Investment tract (Volume 13583, Page 335 tract 2);
THENCE N 00008' 56"W, 664.08 feet;
THENCE S89059'38"W, 23.21 feet;
THENCE N 00°04'20"E, 200.04 feet;
THENCE S 89°47'29"W, 391.05 feet;
THENCE N 00'09'35"W, 461.81 feet;
THENCE N 00°02'25"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 Nvhose
radius is 491.00 feet, the long chord of which bears N440 49'54"E, 314.37 feet;
THENCE N 2'6009'38"E, 100.00 feet to the beginning of a can e to the right;
THENCE 124.87 fret along the arc of said curve, through a central angle of 12'5415 1
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 494743" WT, 121.24 feet to the beginning of a cun•e to the right:
THENCE 551.£3 feet along the arc of said curve, through a central angle of 27°15'77", whose
radius is 1159.96 feet, the lona chord of which bears N7 -
"'W. 546.64 feet;
Cfi.B Job No. 015007.102 ACF -?359
AGS
+larch 18, 2008
J]ob`;O1SO07102tsur,N'.p,leg`reinNestrrjrt Pao,. t of',
THENCE N 00041'56"W, 1439.38 feet;
THENCE S 75°35'35"E, 821.08 feet to the beginning of a curse to the right;
THENCE 371.00 feet along the arc of said cMe, 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°16'56"E, 214.64 feet to the beginning of a cun-e to the left;
THENCE 880.40 feet along the are of said can=e, through a central angle of 90°04'39", -hose
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 come to the left;
THENCE 1075.06 feet along the arc of said can°e, through a central angle of 54°23'23", whose
radius is 1132.50 feet, the long chord of much bears S59020'00"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 cun'e, through a central angle of 15°16'08", whose
radius is 2052.50 feet, the long chord of which bears N85050'14"E, 553.33 feet;
THENCE N 78012'1 O"E, 500.32 feet;
THENCE S 09°34'05"E, 892.93 feet;
THENCE S 16042'32"W, 1518.12 feet;
THENCE S OY53'35"E, 573.79 feet;
THENCE S 11 °28'06"E, 564.14 feet;
THENCE S 70037'22'7W, 349.16 feet to the beginning of a cutup' to the right;
THENCE 253.38 feet along the arc of said cuixe, through a central ancle of 19021'24", whose
radius is 750.00 feet, the long chord of which bears SSU°18'Oi4"��', 252.18 feet;
THENCE S 89;_58'46-"', 1261.17 feet;
THENCE 89°00'39"W, 1253.71 feet;
THENCE S 87042'32"W, 715,15 feet:
THENCE S 98040"26"W, 272.28 feet to the POINT OF BEGI,' ?NrNG and containing 357.95
acres of land, more or less.
C&B Job No. 0115007.102 nCF ^73359
AGS March IS, 2008
jl,'ob`,01500 7 102'st�r`,�� f`,leg''seinti estriet 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
I'j Crr(1�n 7I, _ March 15, 2008
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ti
TOWN OF WESTLAKE
NO. 08-18
DESIGNATING A NEIGHBORHOOD EMPO'kti'ER-MENT 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 To«n, and the
property described herein, pursuant to Chapter 378 of the Texas Local Government Code;
NOW, THEREFORE, BE IT RESOL17ED 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 ars 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-%velfare of the persons in the To -,,,-n, and
the creation of the Zone satisfies the requirements of Section 312.202 of the
Texas Tax Code.
SECTIQN 3: That pursuant to Chapter 378 of the Teras Local Government
Code. the Toi;n 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'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_ detennines that it would have adopted
this Resolution without the invalid provision.
PASSED AND APPROVED ON THIS 24TH DAY OF MARCH 2005.
ATTEST:
in) Sutter, TRA4C, Town Secretary
APPROVED AS TO FORM:
S Los,Tv. o tto ev
G�
Scott Bradley, Mayor
EXHIBIT 'A'
LEGAL DESCRIPTION RSO NO. 08-18
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. 1451and 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 Count},
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
«°est line of said AIL Investment tract (Volume 13883, Page 335 tract 2);
THENCE N OO°08' S6" W, 664.08 feet;
THENCE S89°59'38"W, 23.21 feet;
THENCE N 00004'20"E, 200.04 feet;
THENCE S 89°47'29"W, 391.05 feet;
THENCE N 00°09'35-W, 46I.81 feet;
THENCE N 00002'25"1V, 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 can°e, through a central angle of 3720'29", whose
radius is 491.00 feet, the long chord of which bears N440 49'54"E, 314.37 feet;
THENCE N 26°09'38" E, 100.00 feet to the beginning of a curve to the right;
THE'N'CE 124.57 feet along the arc of said cun-e, through a central ang,e of 12'54'51", wh«se
radius is 554.00 feet, the long chord of which bears N32°37`0317E, 124.60 feet;
THENCE N 39004328"E-, 195.82 feet:
THENCE N 49°47'43"W, 121.24 feet to the beginning ofa curie to the right:
THENCE 551.83 feet along the arc of said can°e, through a central angle of 27"15'27". whose
radius is 115996 feet, the long chord of which bears N32150' 11 7'1��?, 5-46.64 feet;
C&B Job No. 015007.102 ACF=?359
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j`job101500710_'\sur\',vp'%1e2'Teinvestmet Poor 3 of 8
THENCE N 00"41'56"W, 143938 feet;
THENCE S 75°35'35"E, 821.08 feet to the beginning of a can°e to the right;
THENCE 371.00 feet along the arc of said curve, through a central angle of48°18'39", -hose
radius is 440.00 feet, the long chord of which bears S51°26'16''E, 360.11 feet;
THENCE S 27°16'56"E, 214.64 feet to the.beginning of a cun�e to the left;
THENCE 580.40 feet along the arc of said cun?e, through a central angle of 90°04'39", u°hose
radius is 560.00 feet, the long chord of ev$ich bears S72°19' 15"E, 792.49 feet;
THENCE N 62°38'2.5"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 5631'42"E, 199.20 feet to the beginning of a curve to the left:
THENCE 554.97 feet along the arc of said curare, through a central angle of 15°l 6'08", whose
radius is 2082.50 feet, the long chord of 4"'hick bears N85°50' 14"E, 55 3.33 feet;
THENCE N 78° 12'1 0"E, 8 00.3 2 feet;
THENCE S 09034'05"E, 892.93 feet;
THENCE S 16°42'32"W, 1518.12 feet:
THENCE S 00°53'35"E, 573.79 feet;
THENCE S 11e28'06''E, 564.1.4 feet;
THENCE S 70°37'22" 4'4', 349.I6 feet to the beginning of a cunt c to the right;
THENCE 253.38 feet along the arc of said curve, through a central angle of 19°21'24". "hose
radius is 750.00 feet, the long chord of which bears SS0018'04"W' 252.18 feet;
THENCE S 8955'46" W. 1261.17 feet:
THENCE 89"00'39"'"F, 1253.71 feet;
THENCE S 57`47'32"W 715.15 feet;
THENCE S SS`40'26"V,r 277.28 feet to the POINT OF BEGIN -NTNG and containing 387.95
acres of land, more or less. `
C&B Job No. 015+0 17.102 SCF - 5.
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THIS LEGAL DESCRIPTION IS FOR CONTRACT PURPOSES ONLY AND SHOULD
NOT BE USED FOR THE CONVEYANCE OF REAL PROPERTY.
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EXHIBIT D
BEING a tract of land situated in the Jesse Gibson Survey, Abstract Number 592 and the G.
Hendricks Survey, Abstract Number 680, Tarrant County, Texas, and being a portion of that
certain tract (Tract 2) of land described by deed to AIL Investment, L.P., as recorded in Volume
13275, Page 542, County Records, Tarrant County, Texas, and being more particularly described
by metes and bounds as follows:
BEGINNING at a 518 inch iron rod with plastic cap stamped "Carter & Burgess" set being an ell
corner in the southerly property line of said AIL Tract 2, said point also being the northeast
property corner of that certain tract of land described by deed to AIL Investment, L.P., as
recorded in Document Number D208228230, County Records, Tarrant County, Texas, being the
northeast comer of a proposed 30.403 acre tract to be known as Tract 5, and being an ell corner
in the boundary line of the proposed 106.947 acre DCLI property described herein;
THENCE S 8904956"W, 787.23 feet (previously recorded as N 89°50'20"W) along the common
property line of the southerly property line of said AIL Tract 2 and the boundary line of said
DCLI property described herein and the north property line of said AIL (D208228230) tract and
the north line of said proposed Tract 5, to a 518 inch iron rod with plastic cap stamped "Carter &
Burgess" set at the southeast corner of a proposed 18.323 acre tract to be known as Tract 2, also
being the southeast corner of a proposed 10 foot wide Electric and Telecom easement to be
known as tract 2A;
THENCE N 00045'29"W, 357.87 feet along the westerly line of said proposed DCLI property
described herein and the east line of said Tract 2A and then along the east line of a proposed 10
foot wide gas easement to be known as Tract 2B and then along the east line of a proposed 30
foot wide access easement to be known as Tract 2C and then along a proposed 10 foot wide
Water easement to be known as Tract 2D and along the easterly line of said Tract 2 (18.323
acres) to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set;
THENCE N 20°32'10"E, 243.20 feet continuing along the common line of the westerly line of
said proposed DCLI property described herein and along the easterly line of said proposed Tract
2 to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set;
THENCE N 24021'OI "E, 227.62 feet continuing along said common line to a 5/8 inch iron rod
with plastic cap stamped "Carter & Burgess" set;
THENCE N 26047'41"E, 340.17 feet continuing along said common line to a 5/8 inch iron rod
with plastic cap stamped "Carter & Burgess" set;
THENCE N 58007'29"E, 519.96 feet continuing along said common line to a 5/8 inch iron rod
with plastic cap stamped "Carter & Burgess" set in the south line of a proposed 67.120 acre tract
to be known as Tract 1, and also being the most northerly northwest corner of said proposed
DCLI property described herein;
Dallas 1432235v.1
THENCE N 89027'17"E, 1824.60 feet the northerly line of said proposed DCLI property
described herein and along the south line of said Tract 1 and then along the south line of a
proposed 28.370 acre tract to be known as Tract 3 to a 518 inch iron rod with plastic cap stamped
"Carter & Burgess" set at the southeast corner of said proposed Tract 3, being in the westerly line
of a proposed 3.100 acre tract to be known as Tract 6 and being the northeast corner of said
proposed DCLI property described herein;
THENCE S 00032'43"E, 545.49 feet along the easterly Iine of said proposed DCLI property
described herein and along the westerly line of said proposed Tract 6 and along the westerly line
of a proposed 8.128 acre tract to be known as a Private Drive Easement and then along the
westerly line of a proposed 133.685 acre tract to be known as Tract 4 to a 5/8 inch iron rod with
plastic cap stamped "Carter & Burgess" set;
THENCE S 40°02'39"W, 871.03 feet along the easterly line of said proposed DCLI property
described herein and along the westerly line of said proposed tract 4 to a 5/8 inch iron rod with
plastic cap stamped "Carter & Burgess" set;
THENCE S 01005'24"E, 1442.77 feet continuing along the easterly line of said proposed DCLI
property described herein and along the westerly line of said proposed tract 4 to a 5/8 inch iron
rod with plastic capped stamped "Carter & Burgess" set in the north right-of-way line of Dove
Road as described in a deed to the Town of Westlake and recorded in Volume 16798, Page 279,
County Records, Tarrant County Texas and being the southwest corner of said Tract 4 and the
southeast corner of said DCLI property described herein;
THENCE S 88054'36"W, 1153.05 feet along the north right-of-way line of said Dove Road and
along the south line of said DCLI property described herein to a 5/8 inch iron rod with plastic
cap stamped "Carter & Burgess" set.
THENCE S 87°36'29"W, 138.19 feet continuing along the north line of said Dove Road and the
south line of said DCLI property described herein to a 5/8 inch iron rod with plastic cap stamped
"Carter & Burgess" set, being in the east property line of that certain tract of land (Tract 1)
described by deed to AIL Investment, L.P., as recorded in Volume 13883, Page 335, County
Records, Tarrant County, Texas and being the southeast corner of said Tract 5 and the southwest
corner of said DCLI property described herein;
THENCE N 00°31'56"E, 1296.32 feet (previously recorded as N 00°44'55"E) along the east
property line of said AIL Tract 1 and then along the east property line of the aforementioned AIL
(D208228230) tract and along the east line of said Tract 5 and along the westerly line of said
DCLI property described herein to the POINT OF BEGINNING and containing 4,658,596
square feet or 106.947 acres of land more or less.
Dallas 1432235v.1
EXHIBIT E
TOWN OF WESTLAKE
RESOLUTION NO. 08-20
APPROVING AN ECONOMIC DEVELOPMENT AGREEMENT NN7ITH
DELOITTE LLP AND ITS PROCUREMENT COMPANY FOR ESTABLISHMENT
OF A PROCUREMENT COMPANY ("PROCO") IN THE TOWN OF WESTLAKE
PURSUANT TO THE TONVN 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 cornmercial/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 To« -n of Westlake, Texas (the "Board") has adopted a program
for granting public funds in the fonn of sales tax rebates to promote local economic
development, and stimulate business and commercial activity in the Town of Westlake,
Texas (the "Town'); and
Nl'HERE AS, 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 ToNNm.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF
THE TON17N 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 Toren lllanaer 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 ALDERI IEN OF THE TOWN OF
WESTLAKE, TEXAS, ON THIS 24th DAY OF RIARCH `'008.
�
Scott Braley, Mayor
ATTEST:
€m Sutter, TRMC. Town Secretary
APPROVED AS TO RM:
tanton Attomev
1 e C. Heri ter o«n Ma mer
STATE OF TEXAS §
§ ECONOMIC DEVELOPMENT INCENTIVE
§ AGREEMENT
COUNTY OF TARRANT §
This Economic Development Incentive Agreement (this "Agreement") is made between
the Town of Vti'estlake, Texas (the "Town") 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 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 conunercial 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 ToN,,n 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, , a Texas and wholly owned subsidiary of
Deloitte LLP (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 Deloitte LLP; 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 y
WHEREAS, the Town has adopted programs for promoting economic development; and
WHEREAS, the To -v n 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 con- mercial activity in the
Town: and
1376487v.1 DE1,255l16000
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
Tow=n;
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.
"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, which shall be no later than December 31, 2010; provided,
however that such date may be extended by mutual agreement of the parties hereto.
-First Renewal Date" shall mean a date that is ten (10) years from the Effective
Date.
"Grant" shall mean periodic payments to the Procurement Company from
lawfully available funds, in the amount set forth in Section 3.0I .
"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 Totivn'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.
1376487vA DEL255,116000
"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 Tov n'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 kno-,vn 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).
"Tour's Sales and Use Taxes" shall mean the local sales and use tax imposed by
the Tm n 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 tales are being used only as a
measurement of the To-wn'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 11
TERM
Section "2.01. Term. The initial term of this Agreement shall begin on the Effective Date
and continue through the First ReneNval Date, 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 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 Article VI of this
Agreement. Any reference to the "Tenn" of this Agreement shall include the initial term and any
renewal terns, 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 Deloitte LLP'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 laiNfully 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").
1376.187,,-.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 Pavment. All Grants referenced herein shall be paid quarterly to
Deloitte LLP within sixty (60) days followw•ing the end of the calendar quarter in wvhich 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 Towwn.
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 erroneousiv
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 Towwn
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 wvritten notice of the Excess Grant by the amount
of the Excess Grant. In such case, the Town shall deliver a written notice to 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 whritten 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 mvn action, Deloitte LLP will notify the Town
promptly upon receiving the determination of the refund request from the State.
ARTICLE IV
PROCEDURES RELATING TO GRANTS
Section: 4.01. Town Request for Information from State. NVithin 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
-4-
1376487.1 DEL255116000
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. Except as disclosure is required by law, the Town agrees
to keep all information and documentation received from the State pursuant to this Section 4.02
(collectively, "Confidential Tax Inforination") confidential. The Town will only provide access
to the Confidential Tax Information to its employees on a "need -to -know" basis. The Town wvill
use the Confidential Tax 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.
without Deloitte LLP's prior written authorization: (a) disclose to any other person, use or
exploit the Confidential Tax Information (other than as expressly permitted above) or (b) discuss
Deloitte LLP or its affairs with any person other than Deloitte LLP's representatives. 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
-g-
1376487v.1 DEL255:16000
Agreement. The Town's obligations under this Section 4.02 shall survive the termination of this
Agreement. Notwithstanding the above, the Town and Deloitte LLP expressly_ understand and
agree that should any third party request the Confidential Tax Information pursuant to the Texas
Public Information Act, the Town's sole responsibility shall be to seek a written determination
from the Texas Attorney General as to whether any or all of the Confidential Tax Information
must be released as a public record.
MIlit aNp
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 5.01. Termination of this Agreement. This Agreement shall terminate upon any
one of the following:
(a) On any Renewal Date on or after the First Renewal Date, by either party,
upon thirty (30) days' written notice to the other party:
(b) By Deloitte LLP, immediately upon NNTitten notice to the Town, if the
Town fails to pay any Grant ~within the applicable time period provided under this Agreement;
and
-6-
13-,6487v.1 DEL -13i. 16000
(c) Immediately upon «Titten 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 liates 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 wTitin¢) 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, Teras 76262
With a copy (which shall not constitute notice) to:
Stan Low-ry, Town Attorney
Town of Westlake c/o
-7-
1376487v.1 DEL -2-55116000
Boyle & LoNNTy LLP
4201 Wingren, Suite 108
Irving, Texas 75062
If intended for Deloitte LLP:
With a copy to:
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 wTitten, 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 hereof, 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
%Titten instrument signed by all the parties hereto.
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 instn€rnent, 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 followvinff the termination of this Agreement shall survive termination.
[The next following pages are signature pages.]
1376487v.] DEL255/16000
EXECUTED on this day of 2008.
TOWN OF WESTLAKE, TEXAS
By:
ThomasE.B - rymer;'T'o-%6 Manager
I
ATTEST:
By:
Kim Sutter, TkMC, Tovm Secretary
APPROVED AS TO FORD`[:
By:
L. Stanton Lo,",-ry, Town Attomey
EXECUTED on this _ day of March, 2008.
DELOITTE LLP,
a Delaware limited liability partnership
IN
1376497N-.1 DEL25iA6000
By: _
Name:
Title:
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 Sho-,Nm on Texas Sales Tax Permit
Name Under Which Taxpayer is Doing Business (dba or Outlet Name)
Taxpayer Mailing Address
Physical Location of Business Pennitted for Sales Tax in Westlake, Texas
Texas Taxpayer ID Number Tax Outlet Number
Authorized Signature
[TITLE],
Procurement Company,
Telephone Number
The authorized signature must be an oti-�mer. 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 800.53 l .5441.
13 7 64V v.1 DEL 255-16,11 0
By:
Kk S V611.1
CO[7A Y
MARY LOUISE NICHOLSON
y COUNTY CLERK
100 West Weatherford Fort Worth, TX 76196-0401
PHONE (817) 884-1195
TOWN OF WESTLAKE
1500 SOLANA BLVD BLDG 7 STE 7200
WESTLAKE, TX 76262
Submitter: TOWN OF WESTLAKE
DO NOT DESTROY
WARNING - THIS IS PART OF THE OFFICIAL RECORD.
Filed For Registration: 2/12/2019 11:58 AM
Instrument #: D219027371
OPR 3 PGS $20.00
D219027371
ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY
BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.
MARY LOUISE NICHOLSON
COUNTY CLERK
TOWN OF WESTLAKE
1500 SOLANA BLVD BLDG 7 STE 7200
WESTLAKE, TX 76262
Submitter: TOWN OF WESTLAKE
VUV
1%4-0 0614
100 West Weatherford Fort Worth, TX 76196-0401
PHONE (817) 884-1195
DO NOT DESTROY
WARNING - THIS IS PART OF THE OFFICIAL RECORD.
Filed For Registration: 2/12/2019 11:58 AM
Instrument #: D219027372
OPR 61 PGS $252.00
By:
oija a oS
D219027372
ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY
BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.