HomeMy WebLinkAboutRes 21-12 Approving an Economic Deveolopment Agreement with Deloitte for for construction & expansion of their innovation centerTOWN OF WESTLAKE
RESOLUTION NO. 21-12
A RESOLUTION APPROVING AN ECONOMIC DEVELOPMENT AGREEMENT
WITH DELOITTE FOR CONSTRUCTION/EXPANSION OF THEIR LEARNING
AND INNOVATION CENTER PURSUANT TO THE TOWN OF WESTLAKE
ECONOMIC DEVELOPMENT POLICY AND TAX ABATEMENT POLICY; AND
DECLARING AN EFFECTIVE DATE.
WHEREAS, on March 24, 2008, the Town Council approved an Economic Development
Agreement with Deloitte related to the construction of the Learning and Innovative Center by
with passage of Resolution 08-19, which provided for certain economic incentives; and
WHEREAS, the Town adopted an Economic Development Policy ("Economic
Development Policy") that includes a Tax Abatement Policy ("Tax Abatement Policy") by the
passage of Resolution No. 16-30 on the 22nd day of August 2016, which is attached hereto as
"Attachment 1" and incorporated herein for all purposes; and
WHEREAS, pursuant to said policy and Chapter 380 of the Texas Local Government
Code, the Town Council finds the economic development incentive offered in the attached
Agreement will further promote the economic development and stimulate business and
commercial activity in the Town.
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN
OF WESTLAKE, TEXAS:
SECTION 1: That, all matters stated in the Recitals hereinabove are found to be true
and correct and are incorporated herein by reference as if copied in their entirety.
SECTION 2: That, the Economic Development Agreement by and between the Town of
Westlake and Deloitte, attached hereto as Exhibit "A" and incorporated herein for all purposes is
hereby approved, and further authorizes the Town Manager to execute said Agreement and
pursue any necessary procedures on behalf of the Town of Westlake.
SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid
by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions
hereof and the Council hereby determines that it would have adopted this Resolution without the
invalid provision.
SECTION 5: That this resolution shall become effective from and after its date of
passage.
Resolution 21-12
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PASSED AND APPROVED ON THIS 291h DAY OF MARCH 2O21.
ATTEST:
Tod Wood, Town Secretary
APPROVED AS TO FORM:
L. Stanton Lowry, Town Attorney
Laura Wheat, Mayor
1241"C�..�
Amanda DeGan, Town Manager
Resolution 21-12
Page 2 of 2
RESOLUTION 21-12
ECONOMIC DEVELOPMENT AGREEMENT EXHIBIT A
STATE OF TEXAS
COUNTIES OF DENTON AND TARRANT
This Economic Development Agreement ("Agreement") is made and entered into as of
March 29, 2021 (the "Effective Date"), by and between the Town of Westlake, Texas ("Town"), a
municipal corporation of Denton and Tarrant Counties, Texas, and Deloitte LLP, a Delaware limited
liability partnership ("Deloitte"), each acting by and through their respective authorized officers and
representatives.
WITNESSETH:
WHEREAS, prior to the date hereof, Deloitte (or one of its Affiliates, as herein defined) has
constructed certain facilities, including, but not by way of limitation, a learning and innovation center
within the Town (referred to herein as DUI); and
WHEREAS, Deloitte or one of its Affiliates is considering acquiring additional land in the
Town and constructing new facilities, and reconstructing and/or expanding existing facilities within
the Town (referred to herein as DU2); and
WHEREAS, the Town adopted an Economic Development Policy ("Economic Development
Policy") that includes a Tax Abatement Policy ("Tax Abatement Policy") by the passage of
Resolution No. 16-30 on the 22nd day of August 2016, which is attached hereto as Exhibit "A" and
incorporated herein for all purposes; and
WHEREAS, the Town is a duly created and validly existing Type A General Law
Municipality, created under the laws of State of Texas, including particularly, but not by way of
limitation, Chapter 51. Texas Local Government Code ("LGC"); and
WHEREAS, on the 24th day of March, 2008, the Town, passed Ordinance No. 589, which is
attached hereto as Exhibit "B" and incorporated herein for all purposes, establishing Reinvestment
Zone No. 3, Town of Westlake, Texas ("Zone No. 3"), for commercial -industrial tax abatement as
authorized by Chapter 312 of the Texas Tax Code ("Tax Code"); and
WHEREAS, on the 24th day of March, 2008, the Town passed Resolution No. 08-18, which
is attached hereto as Exhibit "C" and incorporated herein for all purposes, establishing Neighborhood
Empowerment Zone, Town of Westlake, Texas (the "Neighborhood Empowerment Zone") , as
authorized by Chapter 378 of the LGC; and
WHEREAS, the Economic Development Policy and the Tax Abatement Policy constitute
appropriate guidelines and criteria governing economic development agreements to be entered into
by the Town as contemplated by Chapter 378 and Chapter 380 of the LGC and Chapter 312 of the
Tax Code, providing for the availability of economic incentives for new facilities and structures; and
WHEREAS, Deloitte (or one of its Affiliates), as the owner of land located within the Town,
intends to develop and construct one (1) or more buildings on the Land (as defined herein), and the
development and construction on such Land is expected significantly to enhance the economic
base of the Town; and
WHEREAS, the Council (as hereinafter defined) may consider conferring the same
benefits contained within this Agreement to future buildings constructed on such Land by
entering into a new economic development agreement with respect to such buildings,
whether during or after the term of this Agreement; and
WHEREAS, the Constitution and laws of the State of Texas, including, but not by way
of limitation, Chapter 378 and Chapter 380 of the LGC, Chapter 312 of the Tax Code and the
Texas Constitution, authorize the Town to enter into economic development agreements and tax
abatement agreements with companies such as Deloitte; and
WHEREAS, the Council finds that the improvements proposed for the Land are feasible
and practical and would be of benefit to the Town; and
WHEREAS, the Council finds that the terms of this Agreement, and the proposed
Qualified Facilities (herein defined) meet the applicable guidelines and criteria heretofore
adopted by the Council and contained in the Economic Development Policy and Tax Abatement
Policy; and
WHEREAS, in order to maintain and enhance the commercial and industrial economic
base of the Town and Tarrant County, the Council finds that it is in the best interest of the
citizens of the Town to enter into this Agreement in accordance with the Economic Development
Policy, the Tax Abatement Policy, the Tax Code and the LGC; and
WHEREAS, a copy of this Agreement in its proposed form has been furnished by the
Town, in the manner prescribed by the Tax Code, to the presiding officers of the governing
bodies of each of the taxing units (other than the independent school districts) in which the Land
is located;
NOW, THEREFORE, the Town and Deloitte, for good and valuable consideration, the
adequacy and receipt of which are hereby acknowledged, which consideration includes the attraction
of major investment in Zone No. 3 and the Neighborhood Empowerment Zone that contributes to
the economic development of the Town, the enhancement of the tax base in the Town and Tarrant
County and the economic development and tax abatement incentives set forth herein below, as
authorized by Chapter 378 and Chapter 380 of the LGC and Chapter 312 of the Tax Code, as
amended, do hereby contract, covenant and agree as follows:
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Section 1. Definitions.
Wherever used in this Agreement, the following capitalized terms shall have the
meanings ascribed to them:
"Affiliate" shall mean any entity that owns or controls, is owned or controlled by, or is
under common ownership or control with, Deloitte, or any entity the ownership of which is
substantially the same as Deloitte.
"Council" shall mean the Town Council of the Town of Westlake.
"COVID-19" means SARS-CoV-2 or COVID-19, and any evolutions thereof or related or
associated epidemics, pandemic or disease outbreaks.
"Direct Payment Permit" shall mean a permit granted by the State and authorized under 34
TAC, Chapter 3, Subchapter 0, Rule §3.288 allowing qualified consumers to give a direct payment
blanket exemption certificate in lieu of the taxes imposed by the Tax Code, Chapter 151, for taxable
items which they purchase for their own use from their suppliers and which items will not be resold
in any manner. The holder of a direct payment permit issued under Chapter 151 becomes liable for
the use tax under this chapter by reason of the storage, use, or consumption of a taxable item
purchased under a direct payment exemption.
"DUI " for the purpose of this Agreement, shall mean all facilities, owned by Deloitte
or its Affiliates, constructed on Land on or before January 1, 2021, including, but not by way of
limitation, the learning and innovation center.
"DU2 Qualified Facility" shall mean all Qualified Facilities, as defined, constructed on
Land after January 1, 2021.
"Final Certificate of Occupancy" shall mean the final certificate of occupancy issued for
a Qualified Facility.
"Force Majeure" shall mean any contingency or cause beyond the reasonable control of
Deloitte and its Affiliates, including, without limitation, acts of God or the public enemy,
epidemic, pandemic or disease outbreak (including COVID-19 and including any law, regulation,
directive or pronouncement that relates to, or arises out of, an epidemic, pandemic or disease
outbreak), war, riot, civil -commotion, insurrection, governmental or de facto governmental
action (unless caused by acts or omissions of Deloitte or its Affiliates), fire, explosions, floods,
or strikes.
"Hotel Occupancy Tax Receipts" shall mean the Town's receipts from the collection of
Hotel Occupancy Taxes by, or on behalf of, Deloitte or its Affiliates, with respect to any of the
DU2 Qualified Facilities..
"Hotel Occupancy Taxes" shall mean those hotel occupancy taxes authorized by Chapter
351 of the Tax Code (entitled, "Municipal Hotel Occupancy Taxes"), or any successor statute.
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"Incentives Period" shall mean the period commencing upon the first day of the year
following issuance of a Certificate of Occupancy ("CO") for a DU2 Qualified Facility
designated by Deloitte (as described below), and ending on the tenth anniversary thereof.
Deloitte may, in its sole discretion, designate any DU2 Qualified Facility to commence the
Incentives Period by submitting the CO for such DU2 Qualified Facility to the Town, together
with a formal request to commence the Incentives Period; however, in no event shall the
Incentives Period start later than January 1, 2029.
"Land" shall mean the parcel(s) of land which is more particularly described in Exhibit
"D", attached hereto and incorporated herein for all purposes.
"Minimum Threshold Eligibility Requirements" shall mean (i) the construction and
maintenance of a minimum 50,000 gross square feet of total structures on the Land on or prior
to January 1, 2029; and (ii) the expenditure of no less than $70,000,000 on Project Costs.
"Project Costs" shall mean all costs and expenses incurred by Deloitte or its Affiliates
with respect to the acquisition, construction, reconstruction, improvement and expansion, as
the case may be, of the DU2 Qualified Facilities , whether paid or incurred prior to or after the
date of this Agreement, including the cost of the acquisition of all land, rights -of -way, property
rights, easements, and interests; the cost of all machinery and equipment, furniture, fixtures and
other personal property; the cost of engineering and legal services; the cost of contractors; the
cost of plans, specifications, surveys, and estimates of cost and of revenue; other expenses
necessary or incident to determining the feasibility and practicability of acquiring, constructing,
reconstructing, improving, and expanding the DU2 Qualified Facilities; and administrative
expenses.
"Qualified Facilities" shall mean the buildings improvements, related infrastructure
and/or modifications and other structural components to be constructed on the Land by or on
behalf of Deloitte or its Affiliates; a single building which constitutes a part of the Qualified
Facilities may be referred to as a "Qualified Facility."
"Sales Tax Receipts" shall mean (1) the Town's receipts from the State from the
collection of the Town's Sales and Use Taxes attributable to Project Costs related to the purchase
of taxable items by Deloitte or its Affiliates or its contractors,
"State" shall mean the State ofTexas and all taxing authorities thereof, including, without
limitation, the Comptroller of Public Accounts of the State of Texas.
"Town's Sales and Use Taxes" shall mean the local sales and use tax imposed by the
Town other than the half percent (.5%) 4B economic development sales tax authorized by art.
5190.6, Vernon's Texas Civil Statutes, Section 413. and the half percent (.5%) additional
municipal sales and use tax (commonly known as the "sales tax for property tax relief')
authorized by Section 321.507 of the Tax Code imposed by the Town.
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Section 2. General Provisions.
A. The DU2 Qualified Facilities are not, and shall not be, an improvement project financed
by tax increment bonds.
B. The Land is not owned or leased by any member of the Council, any member of the
Planning and Zoning Commission of the Town or any member of the governing body of
taxing units with jurisdiction over the Land.
C. This Agreement is intended to comply with the requirements of the LGC and the Tax
Code and is authorized by the Texas Property Redevelopment and Tax Abatement Act
of the Tax Code, Chapter 312 of the Tax Code, by Chapter 378 and Chapter 380 of the
LGC, by the Economic Development Policy, the Tax Abatement Policy and by the
resolution of the Council authorizing execution of this Agreement. The Town represents
that it has due authority to enter into this Agreement and to take actions under the relevant
laws cited herein.
D. Notwithstanding anything in this Agreement to the contrary, any obligation of Deloitte
or condition to the receipt of benefits under this Agreement may be fulfilled or satisfied
by an Affiliate of Deloitte.
Notwithstanding anything to the contrary, the Council may consider entering into one or more
additional economic development agreements (whether during the Term or thereafter) to grant
the same benefits contained herein to Deloitte or its Affiliates with respect to additional
Qualified Facilities completed after the start of the Incentives Period.
Section 3. Term.
Unless earlier terminated as provided for herein, this Agreement shall remain in full
force and effect from the Effective Date until the expiration of the Incentives Period (the
"Term"). The tax abatements, grants and other economic development incentives granted
hereby to Deloitte for the Land and the DU2 Qualified Facilities shall continue for the duration
of the Term and, once all applicable conditions specified herein have been fulfilled, shall not be
lost through Force Majeure events or other circumstances beyond the reasonable control of
Deloitte or its Affiliates.
Section 4. Records and Inspections.
A. Not later than February 15 of each year during the Term, Deloitte shall certify to the
Town the aggregate number of gross square feet of space contained in the DU2 Qualified
Facilities as of January I of such year; provided that Deloitte shall not be required to
provide the first certification required hereby until February 15, 2022.
B. At all times throughout the Term, the authorized representatives of the Town shall have
reasonable access to the DU2 Qualified Facilities, during normal business hours and
upon at least five (5) business days prior written notice to Deloitte, for the purpose of
inspecting same to ensure that the DU2 Qualified Facilities are maintained in accordance
with the specifications and conditions of this Agreement; provided, however, that
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Deloitte or its representatives shall have the right to accompany the authorized
representatives of the Town on any such inspection and that such inspection shall be
conducted in a manner which complies with Deloitte's security procedures and which
does not disrupt or interfere with the employees and business operations of Deloitte and
its Affiliates.
C. Deloitte shall also provide the Town, in a timely manner, reasonably satisfactory
evidence of all Sales and Use Taxes and/or Hotel Occupancy Taxes collected and/or paid
by Deloitte or its Affiliates, reconciled to applicable State tax reports in an effort to distinguish
those taxes related to DU2 from DUI (if applicable), for which Deloitte seeks a grant
pursuant to Sections 14, 15 and 16 below.
Section 5. Remedies: Termination.
A. In order to be eligible for one or more of the abatements and grants pursuant to Sections 10,
11, 14, 15, and 16 hereof, Deloitte must meet Minimum Threshold Eligibility
Requirements during the Incentives Period. if Deloitte fails to maintain any of the
Minimum Threshold Eligibility Requirements prior to the end of the Incentives Period, the
Towns sole remedy for such failure shall be to terminate this Agreement in accordance with
this Section. For the avoidance of doubt, the Town shall not be entitled to recoup payments
made to Deloitte prior to any such failure, nor shall failure to maintain any of the Minimum
Threshold Eligibility Requirements affect the Town's obligation to make payments to
Deloitte for periods prior thereto (to the extent still outstanding).
13. Notwithstanding anything herein to the contrary, it is understood and agreed that any (i)
construction and maintenance on the Land; and (ii) the expenditures on Project Costs prior
to the Effective Date of this Agreement, shall qualify for inclusion in the calculations
Minimum Threshold Eligibility Requirements.
C. If (i) Deloitte fails to maintain the Minimum Threshold Eligibility Requirements at any time
during the Incentives Period; or (ii) either party fails to comply with any of the other material
terms or conditions of this Agreement (other than the Minimum Threshold Eligibility
Requirements, which are addressed in clause (i)), and any such failure specified in either
clause (i) or (ii), above, remains uncured for ninety (90) days following receipt of written
notice from the other party (delivered in accordance with Section 18 hereof) of the event
and nature of such failure, then such party may terminate this Agreement pursuant to
Section 5F; provided, however, that if such failure is not reasonably susceptible of cure
within such ninety (90) day period and the failing party has commenced and is continuing
to pursue the cure of such failure, then after first advising the other party of such cure
efforts, the failing party shall automatically receive an additional ninety (90) day period
within which to cure such failure. The other party may authorize additional time to cure
any such failure but is not obligated to grant such additional time. Notwithstanding
anything expressed or implied herein to the contrary, no failure shall exist if the failure
of Deloitte to fully perform its obligations hereunder is the result of a Force Majeure
event.
D. Upon the occurrence and during the continuation of any uncured failure:
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by Deloitte, the Town shall have the right to suspend the tax abatements
and grants specified in Sections 10, 11, 14, 15, and16 hereof, pursuant to a
notice (the "Suspension Notice") delivered in accordance with Section 19
hereof, and thereafter to receive from Deloitte, as liquidated damages, a
sum equal to (i) the amount of all ad valorem taxes which were assessed
against the Qualified Facilities and which would have been paid to the
Town by Deloitte or its Affiliates but for this Agreement, for each year in
which the failure occurred and was continuing, without the benefit of
abatement (after taking into account any applicable exemptions), and (ii)
interest thereon charged at the rate of four and one-half percent (4.50%)
per year and calculated for the period commencing on the date such taxes
would have been delinquent and continuing through the date of payment
of such liquidated damages. The calculation of liquidated damages shall
not include any penalties or late charges. Such liquidated damages shall be
due and payable to the Town within ninety (90) days of the receipt by
Deloitte of the Suspension Notice. If the Town delivers a Suspension
Notice pursuant to this Section , then Deloitte shall thereafter have no right
to receive the tax abatements and grants specified in Sections 10, 11, 14,
15, and16 hereof unless and until Deloitte has cured the failure or failures
described in such Suspension Notice.
ii. by the Town, Deloitte shall have the right to suspend performance of its
obligations under this Agreement, seek from a court of competent jurisdiction
payment of amounts due to Deloitte hereunder and/or special action or other
similar relief (whether characterized as mandamus, injunction or otherwise),
requiring the Town to undertake and to fully and timely perform its
obligations under this Agreement.
E. The remedies of the parties provided herein are exclusive; all other remedies including,
without Limitation, the remedy of specific performance or the right to seek any damages
other than the damages specified above, being hereby waived.
F. This Agreement shall terminate upon anyone of the following:
Immediately upon written notice from Deloitte to the Town, if the Town fails
to pay any grant within the applicable time period provided under this
Agreement;
Immediately upon written notice from Deloitte to the Town, upon any breach
by the Town of its obligations under Section 21 hereof with respect to
Confidential Tax Information;
iii. Upon written notice from the Town to Deloitte, if Deloitte fails to maintain
any of the Minimum Threshold Eligibility Requirements during the
[Incentives Period] as described in Section 5C(i), subject to the notification
requirements and cure periods described herein.
Page 7
iv. Upon written notice by either party, if the other party fails to comply with any
of the material terms or conditions of this Agreement as described in Section
5C(ii), subject to the notification requirements and cure periods described
herein.
Any abatements or incentives owed by the Town, and any amounts payable by the Town,
pursuant to this Agreement will survive the termination hereof.
Section 6. Intentionally Omitted.
Section 7. Sale, Assignment or Lease of Property.
Deloitte shall have the right, without the Town's consent, to assign to its Affiliates or to
a successor -in -interest of Deloitte, all or any portion of Deloitte's rights and obligations under
this Agreement, provided that each assignee assumes the applicable terms and conditions of this
Agreement, All other assignments of all or any portion of Deloitte's rights and obligations under
this Agreement shall require the prior approval of the Council. Deloitte shall notify the Town
pursuant to this Agreement of any proposed assignment requiring the Council's approval at
least fifteen (15) days prior to the proposed effective date of such assignment. The approval of
the Council of such assignment shall not be unreasonably withheld, conditioned or delayed. For
the avoidance of doubt, the foregoing provisions relate solely to Deloitte's rights to assign this
Agreement; however, nothing in this Agreement shall prevent or limit Deloitte's right to sell or
lease any portion of the Land or the Qualified Facilities at any time to any third party.
Section S. Permitting Process and Fees.
A. The Town agrees that any permit or application submitted in connection with the
Qualified Facilities that requires action by the Town shall be entitled to priority and shall
be reviewed and approved as expeditiously as possible, including, but not limited to,
applications for:
r. zoning;
ii. site plan and plat approval;
iii. building permits;
iv. certificates of occupancy (CO); and
V. water, sewer and/or drainage improvements or connections.
B. DU2 Permit fees will be reduced by 50% as determined by the most recently adopted Permit
Fee Schedule Approved by Town Council as of the date of permit submittal.
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Section 9. Mutual Assistance.
The Town hereby agrees to cooperate with Deloitte and its Affiliates in filing, whether
solely or in conjunction with other parties, appropriate applications with county, state or federal
agencies for grants, loans or other economic, non -economic, and infrastructure cost assistance,
to benefit DU2, if requested by Deloitte.
Section 10. Tax Abatement.
A. The Town hereby grants a ten (10) year tax abatement, commencing at the start of the
Incentives Period, of all real and personal property ad valorem taxes for DU2 which may
hereafter be assessed by the Town and which may be abated under Ch. 312 of the Tax
Code (or any successor statute) during the Incentives Period, structured as follows:
Year 1 100%
Year 2 90%
Year 3 80%
Year 4 70%
Year 5 60%
Year 6 50%
Year 7 40%
Year 8 30%
Year 9 20%
Year 10 10%
All real and personal property ad valorem tax abatements for DU2 shall terminate upon
expiration of the Incentives Period. To the extent that Deloitte receives additional COs for
DU2 Qualified Facilities, whether prior to or after the start ofthe Incentives Period, the Town
hereby grants a tax abatement of all real and personal property ad valorem taxes which
may hereafter be assessed by the Town with respect to such additional DU2 Qualified
Facilities, and which may be abated under Ch. 312 of the Tax Code (or any successor statute)
during the Incentives Period, in accordance with the then -remaining schedule set forth above.
For example:
Year 0
Year 1
Year2
Year3
Year4
Year 5
Year6
Year?
Year 8
Year9
Year 10
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Building A
CO
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
Building B
Under Construction
Under Construction
CO
80%
70%
60%
50%
40%
30%
20%
10%
Building C
Under Construction
Under Construction
CO
60%
50%
40%
30%
20%
10%
Section 11. Grants
The Town recognizes that the abatement of ad valorem taxes, as provided in Section 10 above
constitutes a material inducement to Deloitte and its Affiliates to construct the Qualified Facilities.
If any court of competent jurisdiction or governmental authority determines that the tax abatement
and grant provisions contained in Section 10 hereof are unenforceable or unlawful or are rendered
unenforceable or unavailable by the passage of any federal, state or local law, Town shall make, and
hereby makes economic development grants to Deloitte, such grants to equal the amount of the ad
valorem taxes that otherwise would have been abated and rebated in accordance with Section 10
hereof and such grants shall remain in effect for the same period tax abatements would have been in
effect pursuant to Section 10 above.
Section 12. Right of Protest.
A. Deloitte and its Affiliates shall have the right to protest, contest or litigate (i) any
appraisals or assessment of the value of the DU2 Qualified Facilities and the Land associated
therewith by any appraisal district which appraises real or personal property on all or any part
of DU2; and (ii) any tax imposed on the DU2 Qualified Facilities and the Land associated
therewith by any taxing authority. If Deloitte or its Affiliates are successful in obtaining a
reduction in taxes based upon such protest, contest or litigation after a tax abatement for that
year has been granted, Deloitte shall notify the Town. The tax abatement (or, if applicable,
the grants) provided for herein shall be applied to the amount of taxes Finally determined to
be due as a result of any such protest, contest or litigation.
B. Except as expressly provided, this Agreement shall not be construed to in any way modify
Deloitte's or any of its Affiliates' right to protest, contest or litigate any and all impact fees,
ad valorem taxes or any other taxes, fees or charges which may be levied or assessed by the
Town or any other entity on the DU2 Qualified Facilities or Deloitte LLP's or any of its
Affiliates' operations at the DU2 Qualified Facilities. Notwithstanding the foregoing, in the
absence of either a casualty to the DU2 Quali fied Facilities or a reduction in average property
value in the Town (as measured against the average property value in the Town as of the
date of this Agreement) of 25% or greater, in the event of any protest of ad valorem taxes by
Deloitte LLP or its Affiliates after the completion of DU2 resulting in an appraised value for
the DU2 Qualified Facilities (including the Land related thereto) of less than $17.500,000,
then Deloitte shall not be eligible to receive the tax abatement pursuant to Section 10 for so
long as such appraised value is less than $17,500,000.
Section 13. Annual Application for Tax Exemption.
It shall be the responsibility of Deloitte, pursuant to Section 11.43 of the Tax Code,
if any, to file an annual exemption application form with the chief appraiser for each
appraisal district in which the DU2 Qualified Facilities has situs.
Section 14. Chapter 380 Grant Based Upon Sales/Use Taxes.
A. Pursuant to the authority granted by Chapter 380 of the LGC, Deloitte shall receive from the
Town a grant in the amount equal to sixty-five percent (65%) of the Sales Tax Receipts
Page 10
pertaining to the Town's Sales and Use Taxes that were paid by Deloitte, its Affiliates, or
their respective contractors for the related Project Costs of the Qualified Facilities, as defined
in this Agreement.
B. The tax grants made hereunder shall be paid solely from lawfully available funds that
have been appropriated by the Town. The Town will ensure that the amount of funds
appropriated is sufficient to ensure the payment of grants in the amount identified in this
Agreement. Under no circumstances shall the Town's obligations hereunder be deemed
to create any debt within the meaning of any constitutional or statutory provision.
Deloitte shall use reasonable efforts to manage construction related to the DU2 Qualified
Facilities to increase, to the extent practicable and reasonable for Deloitte, the amount of
sales tax collected by the Town by having a point of sale in the Town in accordance with
all applicable law.
C. All grants referenced herein shall be paid quarterly to Deloitte within sixty (60) days
following the end of the calendar quarter in which the relevant Sales Tax Receipts
were received by the Town. The amount to be granted shall be determined based on
the relevant Sales Tax Receipts or related evidence thereof received by the Town
from Deloitte, its Affiliates or their respective contractors (which may be examined
by the Town) pursuant to Section 4.C.
Section 15. Chapter 380 Grant Based Upon Sales/Use Taxes and Direct
Payment Permit.
A. Pursuant to Texas law, Deloitte shall have the right to utilize its Direct Payment Permit
for Project Costs, which would establish First Use within the Town.
B. If Deloitte utilizes its Direct Payment Permit, Deloitte shall receive from the Town a
grant in the amount equal to sixty-five percent (65%) of the Sales Tax Receipts pertaining
to the Town's Sales and Use 'faxes that were paid by Deloitte, its Affiliates.
C. The tax grants made hereunder shall be paid solely from lawfully available funds that
have been appropriated by the Town. The Town will ensure that the amount of funds
appropriated is sufficient to ensure the payment of grants in the amount identified above.
Under no circumstances shall the Town's obligations hereunder be deemed to create any
debt within the meaning of any constitutional or statutory provision.
D. If Deloitte utilizes its Direct Pay Permit, Deloitte shall use reasonable efforts to manage
construction related to the DU2 Qualified Facilities to increase, to the extent practicable
and reasonable for Deloitte, the amount of sales tax collected by the Town in accordance with
all applicable law.
E. All grants referenced herein shall be paid quarterly to Deloitte within sixty (60) days
following the end of the calendar quarter in which the relevant Sales Tax Receipts were
received by the Town. The amount to be granted shall be determined based on the relevant
Sales Tax Receipts or related evidence thereof received by the Town from or on behalf of
Deloitte or its Affiliates (which may be examined by the Town) pursuant to Section 4.C.
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Section 16. Chapter 380 Grant Based Upon Hotel Occupancy Taxes.
A. Pursuant to the authority granted by Chapter 380 of the LGC, during the Incentives Period,
Deloitte shall receive from the Town a grant in an amount equal to thirty-five percent (35%)
of the Town's Hotel Occupancy Taxes collected by Deloitte or its Affiliates for the DU2
Qualified Facilities, but said grant shall not exceed $100,000 in any calendar year.
B. The tax grants made hereunder shall be paid solely from lawfully available funds that have
been appropriated by the Town. The Town will ensure that the amount of funds appropriated
is sufficient to ensure the payment of grants in the amount identified in this Agreement. Under
no circumstances shall the Town obligations hereunder be deemed to create any debt within
the meaning of any constitutional or statutory provision.
C. All grants referenced herein shall be paid to Deloitte within sixty (60) days following the end
of each calendar quarter in which the relevant Hotel Occupancy Tax Receipts were received
by the Town. The amount to be granted shall be determined based on the relevant Hotel
Occupancy Tax Receipts or related evidence thereof received by the Town from Deloitte,
or its Affiliates (which may be examined by the Town) pursuant to Section 4.C.
Section 17. Agriculture Exemption.
The parties hereby acknowledge and agree that the Land is classified as agricultural, and shall
continue to be classified as such unless and until reclassified by Tarrant Appraisal District.
Section I& Notice.
Any notice, demand, or other communication required to be given or to be served upon any
party hereunder, shall be void and of no effect unless given in accordance with the provisions of this
Section. All notices shall be in writing and shall be delivered personally or sent by overnight courier
service, by certified or registered mail, postage pre -paid, or by facsimile transmission and shall be
deemed received, in the case of personal delivery, when delivered, in the case of overnight courier
service, on the next business day after delivery to such service, in the case of mailing, on the third
day after mailing (or, if such day is a day on which deliveries of mail are not made, on the next
succeeding day on which deliveries of mail are made) and, in the case of facsimile transmission,
upon transmittal. All notices, demands and other communications shall be given to the parties hereto
at the following addresses:
Deloitte LLP:
Janet Lewell
Senior Finance Officer
Deloitte LLP
333 SE 2nd Avenue, Suite 3600
Miami, FL 33131
With copy to:
Deloitte
Office of General Counsel
Page 12
1221 Avenue of the Americas
New York, New York 10020
Town:
Amanda DeGan
Town Manager
Town of Westlake
1500 Solana Boulevard
Building 7, Suite 7200
Westlake, Texas 76262
With copy to:
L. Stanton Lowry
Boyle & Lowry L.L.P.
4201 Wingren, Ste.108
Irving, Texas 75062
Each party may change the address to which notice may be sent to that party by giving notice
of such change to the other parties in accordance with the provisions of this Agreement.
Section 19. Town Authorization.
This Agreement was authorized by a resolution of the Council that was approved by the
affirmative vote of a majority of the Council at its regularly scheduled Council meeting on the
29t' day of March, 2021, authorizing the Town Manager to execute this Agreement on behalf
of the Town. The Town represents and warrants to Deloitte that the Town may lawfully perform
its obligations under this Agreement.
Section 20. Deloitte Authorization.
The individual executing this Agreement on behalf of Deloitte represents to the Town
that all appropriate and necessary action has been taken to authorize such individual to do so for
and on behalf of the party for which his or her signature appears, that there are no other parties
or entities required to execute this Agreement in order for the same to be an authorized and
binding agreement, and that such authorization is valid and effective on the date hereof.
Section 21. Confidentiality.
Except as disclosure is required by law, the Town agrees to keep all non-public information
and documentation relating to the Land, the Qualified Facilities, Deloitte or its Affiliates that it
obtains in connection with this Agreement (the "Confidential Tax Information") confidential. The
Town will only provide access to the Confidential Tax Information to its employees on a "need -
to -know" basis; The Town will use the Confidential Tax Information solely for the purposes of
determining the respective amount of each grant and for no other purpose, and the Town will not,
without Deloitte's prior written authorization: (a) disclose to any other person, use or exploit the
Confidential Tax Information (other than as expressly permitted above) or (b) discuss Deloitte or its
affairs with any person other than Deloitte LLP's representatives. The Town's obligations under
Page 13
this Section shall survive the termination of this Agreement. Notwithstanding the above, the Town
and Deloitte expressly understand and agree that should any third party request the Confidential Tax
Information pursuant to the Texas Public Information Act, the Town shall (i) immediately notify
Deloitte to permit the Deloitte to seek a protective order or to take another appropriate action and (ii)
seek a written determination from the Texas Attorney General as to whether any or all of the
Confidential Tax Information must be released as a public record. If Deloitte is unable to obtain a
protective order or to otherwise legally restrict the disclosure thereof, and the Texas Attorney General
advises the Town that it is compelled as a matter of law to disclose the Confidential Tax Information
to a third party, the Town may disclose to such third party only the part of such Confidential Tax
Information as is required by law to be disclosed. In such case, prior to such disclosure, the Town
will consult with Deloitte and use its best efforts to obtain confidential treatment therefor.
Section 22. Severability.
In case any one or more of the provisions contained in this Agreement shall for any reason
be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, and this Agreement shall be construed
as if such invalid, illegal or unenforceable provision had never been contained herein.
Section 23. Estoppel Certificate.
Either party hereto may request an estoppel certificate from another party hereto so long as
the certificate is requested in connection with a bona fide business purpose, and each party agrees to
promptly execute and deliver any reasonable estoppel certificate requested pursuant to this Section.
The certificate, which will upon request be addressed to Deloitte, or a lessee, purchaser or assignee
of Deloitte, shall include, but not necessarily be limited to, statements (qualified to the best
knowledge of the party providing the estoppel) that this Agreement is in full force and effect without
default (or if a default exists, the nature of such default and any curative action which should be
undertaken to cure same), the remaining term of this Agreement, and such other matters reasonably
requested by the party to receive the certificate. Any such certificate on behalf of the Town shall be
executed by the Mayor of the Town.
Section 24. Dispute Resolution.
In the event of a dispute under this Agreement between the parties to this Agreement that
could result in litigation, as a condition precedent to filing any lawsuit, the parties agree to attempt
to mediate any such dispute with the Tarrant County Alternative Dispute Resolution Program.
Unless all parties are satisfied with the result of the mediation, the mediation will not constitute a
final and binding resolution of the dispute. All communications within the scope of the mediation
shall remain confidential as described in Texas Civil Remedies and Practice Code, Section 154.073,
unless all parties agree, in writing, to waive such confidentiality.
Section 25. Applicable Law.
This Agreement shall be construed under the laws and court decisions of the State of Texas.
Venue for any action under this Agreement shall be the State District Court of Tarrant County, Texas.
This Agreement is performable in Tarrant County, Texas.
Page 14
Section 26. Recordation of Agreement.
A copy of this Agreement in recordable form may be recorded by either party in the Real
Property Records of Tarrant County, Texas.
Section 27. Entire Agreement.
This Agreement constitutes the entire agreement between the parties regarding the
subject matter contained herein, supersedes any prior understanding or written or oral tax
abatement agreements or representations between the parties regarding the matters contained
herein, and can be modified only by a written instrument subscribed to by both parties. This
Agreement may be executed in multiple counterparts, each of which shall be considered an
original for all purposes.
Section 28. Successors and Assigns.
Subject to the provisions of Section7 hereof, this Agreement shall be binding on, and
shall inure to the benefit of, the legal representatives, successors and assigns of the Town and
Deloitte.
Section 29. Further Assurances.
The Town and Deloitte shall timely take all actions reasonably necessary and/or
appropriate to carry out the terms and provisions of this Agreement, and to aid and assist each
other in carrying out the terms and provisions of this Agreement to allow for the development
ofDU2 Qualified Facilities.
(SIGNATURE PAGES FOLLOW)
Page 15
- - - -- --- --- .-.v •w�• �u�v •�ala�vul�ll VVIV �'�
TOWN OF WESTLAKE
Name: Amanda DeGan
Title: Town Manager
Date:
DELOITTE LLP
Name: Pete Shimer
Title: Partner
Date: 30 `2-1
APPROVED AS TO FORM AND LEGALITY:
[Signature Page to 2021 Economic Development Agreement]
RESOLUTION 21-12
TOWN OF WESTLAKE "Attachment V
RESOLUTION NO. 16-30
A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE,
TEXAS, ADOPTING AN ECONOMIC DEVELOPMENT INCENTIVE POLICY.
WHEREAS, the Town of Westlake, Texas, relies upon the generation of Sales and Use
Taxes for basic city operations; and
WHEREAS, the Town of Westlake aggressively pursues sales tax producing enterprises
that meet the Town's high development standards; and
WHEREAS, Chapter 312 of the Texas Tax Code requires that guidelines and criteria be
adopted by the Town Council before entering into any Economic Development Agreement that
provides reimbursement of taxes; and
WHEREAS, Chapter 380 of the Texas Local Government Code allows the Town
Council to- create policies for economic development and any related grants or incentives.
WHEREAS, the Town Council finds that the passage of this Resolution is in the best
interest of the citizens of Westlake.
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN
OF WESTLAKE, TEXAS:
SECTION 1: That, all matters stated in the Recitals hereinabove are found to be true
and correct and are incorporated herein by reference as if copied in their entirety.
SECTION 2: That the Town of Westlake Town Council does hereby approves the
proposed policy, attached as Exhibit "A", Town of Westlake Economic Development Incentive
Policy and directs the Town Manager to immediately submit an Economic Development
Agreement to the Town Council consistent with the terms of this policy.
SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid
by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions
hereof and the Council hereby determines that it would have adopted this Resolution without the
invalid provision.
Resolution 16-30
Page I of 5
SECTION 4: That this resolution shall become effective from and after its date of
passage.
PASSED AND APPROVED ON THIS 22n' DAY OF AUGUST, 2016.
ATTEST:.rt`(.d�
Laura L. Wheat, Mayor
Kell Edwar Town Secretary Thomas E. Brymer, n anage
�pF WEST
APPROVED AS TO FORM: �p�• ' ��m
i L. Sta on Lowry, ow n Attorney AttorneyrE X P`'
Resolution 16-30
Page 2 of 5
Exhibit A
Town of Westlake
Economic Development Incentive Policy
Section I. General Purpose and Objectives
The Town of Westlake, Texas, ("Town") is committed to the promotion and retention of high
quality development in all parts of the Town as part of an overall effort to improve the quality of
life for its residents. Since these objectives can be served, in part, by the expansion of its
commercial business, retail, and mixed use base, the Town will, on a case -by -case basis, give
consideration to providing tax abatements, economic development grants, loans, and other
incentives (collectively referred to as "Incentives") as may be allowed by law as stimulation for
selected economic development within the community. It is the policy of the Town that
consideration will be provided in accordance with the criteria set forth in this document.
Nothing within this policy shall imply or suggest that the Town is under any obligation to
provide Incentives to any applicant. All applicants ("Applicants") for any Incentives shall be
considered on a case -by -case basis.
Section II. Applicability
This Economic Development Incentive Policy (the "Policy") establishes guidelines and criteria
for Incentives as allowed for by the provisions of Chapter 312 of the Texas Tax Code, and other
economic grants, loans, or incentives as authorized by Chapter 380 of the Texas Local
Government Code, the Development Corporation Act, Article 5190.6, Tex. Rev. Civ. Stat.,
Article III, Section 52-a of the Texas Constitution, and other applicable laws. Any Incentive
approved by the Town's Town Council ("Town Council") pursuant to the Policy must be
memorialized in an agreement to be executed and approved by the Town and applicant (the
"Incentive Agreement").
Section III. Tax Abatement Criteria
A. Any application for tax abatement shall be reviewed and approved or disapproved by the
Town Council and, if applicable, consider the recommendations of the Westlake Development
Corporation and/or the Westlake 4A Corporation. In general, the application will be considered
based upon the following:
• The `value added' to the community by the Applicant's proposed project;
• The likelihood of the development of the proposed project without abatements;
• The comparison of the use of abatements versus the use of other potential incentives.
B. Specific considerations for approving tax abatement applications will be based upon the
degree to which the proposed project:
Resolution 16-30
Page 3 of 5
• Furthers the goals and objectives of the Town as expressed in the Town's
Comprehensive Plan, Planned Development District Ordinances, and infrastructure
plans;
• Impacts the Town's costs and ability to provide municipal services;
• Impacts the local environment, housing market, and available infrastructure;
• Offers potential for long term payback in tax and/or other revenues for the Town's
investment;
• Potentially stimulates other desirable economic development within the Town.
C. Term of the Abatement — A tax abatement may be granted for a maximum of ten (10)
years. The term of the abatement may be granted for a lesser number of years depending upon
the anticipated `value added' to the Town.
Section IV. Value of the Project
The amount of the Incentive will be detennined by the Town Council based upon the. merits of
the economic development project (the "Project"), including, but not limited to, the factors
referenced in paragraph III. B. (above) and the following specific economic considerations:
total capital investment;
added employment;
generation of other tax revenues.
Incentives may be granted only for the additional value of eligible property improvements
described in the Project and listed in the executed tax abatement agreement. Target thresholds
are established as expected qualifying levels for abatement consideration as indicated in
paragraphs A and B as follows:
A. For New Businesses or Development - The Project must be reasonably expected to
produce an added value of five million dollars ($5,000,000) in real and personal property
improvements within the Town of Westlake; or to create a minimum of 200 full-time jobs, or to
generate annual sales tax revenues to the Town of at least $100,000.
B. For Expansion or Modernization of Existing Businesses or Development — The Project
must be reasonably expected to produce an added value of two million dollars ($2,000,000) in
real and personal property improvements within the Town, or to create a minimum of 100 full
time jobs, or to generate additional annual sales tax revenues to the Town of at least $50,000.
Section V. Inspection, Verification and Incentive Modification
The terms of an Incentive Agreement shall include the Town's right to:
(a) require the submission of an annual certification of compliance for the property receiving an
Incentive; (b) conduct an on -site inspection of the project in each year during the life of the
Incentive to verify compliance with the terms of the Agreement and the Policy; and (c) reduce or
Resolution 16-30
Page 4 of 5
eliminate the Incentive if the applicant has failed to comply with the requirements of the
Incentive Agreement.
Section VI. Evaluation
Upon completion of the Project, the Town shall no less than annually evaluate each Project
receiving an abatement to insure compliance with the terms of the agreement. Any incidents of
non-compliance will be reported to all affected taxing units.
Section VII. Severability and Limitation
In the event that any section, clause, sentence, paragraph or any part of this Policy shall, for any
reason, be adjudged by any court of competent jurisdiction to be invalid, such invalidity shall not
affect, impair, or invalidate the remainder of the guidelines and criteria in this Policy.
Section VIII. Expiration and Modification
This Policy is effective upon the date of its adoption and will remain in force for two years, at
which time Incentive Agreements created pursuant to its provisions will be reviewed by the
Town Council to determine whether the objectives of the Policy are being achieved. Based upon
that review, this Policy may be modified, renewed or eliminated. However, any Incentive
Contracts created pursuant to this Policy will remain in effect according to their respective terms
without regard to any change to this Policy unless mutually agreed by the parties.
Section IX. Economic Development Grants, Loans, and Other Incentives
A. Any application for economic development grants, loans, and other incentives shall be
reviewed and approved or disapproved by the Town Council. In the review process, the Town
Council will, if applicable, consider the recommendations of the Westlake Development
Corporation and/or the Westlake Type 4A Corporation. Any such economic development grants,
loans, and other incentives may come from any one or combination of the following:
• Grants or loans as authorized by Chapter 380 of the Texas Local Government Code;
• The general Sales and Use taxes of the Town;
• Sales and Use taxes collected pursuant to section Type 4A of Article 5190.6, Tex.
Rev. Civ. Stat.; and/or
• Any other lawful source of revenue of the Town including, but not limited to, bond or
other debt financing which further the purpose of economic development.
B. To be eligible to apply and qualify for consideration of any grants, loans, and other
incentives under this Section, the applicant must submit documentation, and enter into an
Incentive Agreement, which indicates the specific details of the Project and compliance with the
Policy.
Resolution 16-30
Page 5 of 5
RESOLUTION 21-12
TOWN OF WESTLAKE EXHIBIT B
ORDINANCE NO.589
AN ORDINANCE OF THE TOWN OF WESTLAKE, TEXAS, DESIGNATING
COMMERCIAL/INDUSTRIAL TAX ABATEMENT REINVESTMENT ZONE NO.
THREE (3), IN THE TOWN OF WESTLAKE, TARRANT AND DENTON COUNTIES,
TEXAS; PROVIDING AN EFFECTIVE DATE; AND PROVIDING A SEVERABILITY
CLAUSE.
WHEREAS, the Board of Aldermen ('Board") of the Town of Westlake, Texas
("Town"), desires to promote the development or redevelopment of a certain contiguous
geographic area within its jurisdiction by the creation of a reinvestment zone ("Zone ) for
commercial/industrial tax abatement, as authorized by Chapter 312, Property Redevelopment and
Tax Abatement Act, Texas Tax Code, Subchapter B, Sections 312.201 and 312.202, as amended
(the "Code"); and
WHEREAS, the Town has elected to become eligible to participate in tax abatement; and
WHEREAS, aXublic hearing at a regularly scheduled meeting before the Board was held
at 7:00 p.m. on the 24 day of March, 2008, such date being at least seven (7) days after the date
of publication of the notice of such public hearing in a newspaper having general circulation in the
Town as required by the Code; and
WHEREAS, notice of the public hearing was delivered to the presiding officer of the
governing body of each taxing unit located within the proposed reinvestment zone at least seven
(7) days before the date of the public hearing; and
WHEREAS, the Town at such hearing invited all interested persons, or their
representatives, to appear and speak for or against the creation of the proposed reinvestment zone,
the boundaries of the proposed reinvestment zone, whether all or part of the territory described in
this ordinance should be included in such proposed reinvestment zone, and the concept of tax
abatement; and
WHEREAS, all interested persons spoke and the proponents of the reinvestment zone
offered evidence, both oral and documentary, in favor of the creation of the proposed reinvestment
zone and the proponents also submitted evidence as to the proposed improvements.
NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE
TOWN OF WESTLAKE, TEXAS:
SECTION 1. That the facts and recitations contained in the preamble of this ordinance are
hereby found and declared to be true and correct and are incorporated herein in their entirety.
SECTION 2. The Town, after conducting such hearings and having heard such evidence
and testimo4, has made the following findings and determinations based on the testimony and
evidence presented to it:
(a) That a public hearing on the designation of the reinvestment zone has been properly
called, held and conducted and that notices of such hearings have been published as
required by law and delivered to all taxing units located within the proposed
reinvestment zone;
(b) That the boundaries of the reinvestment zone should be the area as described in the
metes and bounds description attached hereto and identified as Exhibit "A", which
are incorporated herein for all purposes and which area is within the taxing
jurisdiction of the Town;
(c) That the creation of the reinvestment zone for commercial/industrial tax abatement,
with boundaries as described in Exhibit "A" attached hereto will result in benefits to
the Town and to the land included in the Zone and to the Town after the expiration of
any Tax Abatement Agreement entered into and the improvements sought within
the Zone are feasible and practical;
(d) That the reinvestment zone as defined in Exhibit "A" attached hereto meets the
criteria for the creation of a reinvestment zone as set forth in the Code, as amended,
in that it is reasonably likely as a result of the designation to contribute to the
retention or expansion of primary employment or to attract major investment in the
Zone that would be a benefit to the property and that would contribute to the
economic development of the Town; and
(e) That the reinvestment zone as defined in Exhibit "A" attached hereto meets the
criteria for the creation of a reinvestment zone as set forth in the Town of Westlake
Tax Abatement Policy, which Policy establishes guidelines and criteria governing
tax abatement agreements by the Town and provide for the availability of tax
abatement for both new facilities and structures and for the expansion or
modernization of existing facilities and structures.
SECTION 3. That pursuant to the Code, the Town hereby creates a reinvestment zone for
commercial/industrial tax abatement encompassing only the area described by the metes and bounds
in Exhibit "A" attached hereto and such reinvestment zone is hereby designated and shall hereafter
be designated as Reinvestment Zone No. Three (3), Town of Westlake, Texas.
SECTION 4. That the Town shall deliver to the Texas Comptroller's Office prior to May 1,
2008, a general description of the reinvestment zone, including its size, the types of property
located in it, its duration, and the guidelines and criteria established for the reinvestment zone under
Section 312.002 of the Code, including subsequent amendments and modifications of the guidelines
or criteria.
SECTION 5. That the Zone shall take effect on the 24 h day of March, 2008.
SECTION 6. If any portion of this ordinance shall, for any reason, be declared invalid by
any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof
and the Board hereby determines that it would have adopted this ordinances without the invalid
provision.
PASSED AND APPROVED ON THIS 24`h DAY OF MARCH 2O08.
Scott Bradley, Mayor
ATTEST:
zc/
.
Sutter, TfWC, Town Secretary Joe . Henni Pterim-
T M ager
APPROVED AS TO FORM:
Stan Lowry, o orney
EXHIBIT 'A'
ORD NO.589
LEGAL DESCRIPTION
PROPOSED REINVESTMENT ZONE
BEING a tract of land situated in the Jesse Gibson Survey, Abstract Number 592, the G.
Hendricks Survey, Abstract Number 680, and the Jesse Sutton Abstract No. 1451 and the Chas
Medlin Survey, Abstract Number 1958, Tarrant County, Texas, and being situated in the Jesse
Sutton Abstract No. 1154 Denton County Texas and being a portion of that certain tract of land
(Tract 2) as described by deed to AIL Investment, L.P., as recorded in Volume 13275, Page 542,
County Records, Tarrant County, Texas, and a portion of those tracts of land (tracts 1 & 2) as
described by deed to AIL Investment, L.P., as recorded in Volume 13883, Page 335, County
Records, Tarrant County, Texas, and a portion of that certain tract of land described by deed to
Lakeway Land, Ltd., as recorded in Volume 13978, Page 222, County records, Tarrant County,
Texas, and being more particularly described by metes and bounds as follows:
BEGINNING at a point in the north line of proposed Roanoke -Dove Road where it intersects the
west line of said AIL Investment tract (Volume 13883, Page 335 tract 2);
THENCE N 00°08' 56"W, 664.08 feet;
THENCE S89059'38"W, 23.21 feet;
THENCE N 00004'20"E, 200.04 feet;
THENCE S 89047'29"W, 391.05 feet;
THENCE N 00009'35"W, 461.81 feet;
THENCE N 00002'25"W, 818.71 feet;
THENCE N 43012'43"E, 127.27 feet to the beginning of a curve to the left;
THENCE 320.00 feet along the arc of said curve, through a central angle of 37°20'29", whose
radius is 491.00 feet, the long chord of which bears N44° 49'54"E, 314.37 feet;
THENCE N 26°09'38"E, 100.00 feet to the beginning of a curve to the right;
THENCE 124.87 feet along the arc of said curve, through a.central angle of 12°54'51", whose
radius is 554.00 feet, the long chord of which bears N32°37'03"E, 124.60 feet;
THENCE N 39004'28"E, 195.82 feet;
THENCE N 49047'43"W, 121.24 feet to the beginning of a curve to the right;
THENCE 551.83 feet along the arc of said curve, through a central angle of 2715'2T', whose
radWs is 1159.96 feet, the long chord of which bears N32°50' 11 "W, 546.64 feet;
C&B Job No. 015007.102
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Page 1 of 3
THENCE N 00041'56"W, 1439.38 feet;
THENCE S 75035'35"E, 821.08 feet to the beginning of a curve to the right;
THENCE 371.00 feet along the arc of said curve, through a central angle of48*18'39", whose
radius is 440.00 feet, the long chord of which bears S51°26' 16"E, 360.11 feet;
THENCE S 27016'56"E, 214.64 feet to the beginning of a curve to the left;
THENCE 880.40 feet along the arc of said curve, through a central angle of 90°04'39", whose
radius is 560.00 feet, the long chord of which bears S72°19' 15"E, 792.49 feet;
THENCE N 62038'25"E, 197.55 feet to the beginning of a curve to the left;
THENCE 1075.06 feet along the arc of said curve, through a central angle of 54°23'23", whose
radius is 1132.50 feet, the long chord of which bears S59°20'00"E, 1035.15 feet;
THENCE S 86031'42"E, 199.20 feet to the beginning of a curve to the left;
THENCE 554.97 feet along the arc of said curve, through a central angle of 15°16'08", whose
radius is 2082.50 feet, the long chord of which bears N85°50' 14"E, 553.33 feet;
THENCE N 78012' 10"E, 800.32 feet;
THENCE S 09034'05"E, 892.93 feet;
THENCE S 16042'32"W, 1518.12 feet;
THENCE S 00053'35"E, 573.79 feet;
THENCE S 11 028'06"E, 564.14 feet;
THENCE S 70037'22"W, 349.16 feet to the beginning of a curve to the right;
THENCE 253.38 feet along the arc of said curve, through a central angle of 19021 '24", whose
radius is 750.00 feet, the long chord of which bears S80018'04"W, 252.18 feet;
THENCE S 89058'46"W, 1261.17 feet;
THENCE 89000'39"W, 1253.71 feet;
THENCE S 87042'32"W, 718.15 feet;
THENCE S 88'40'26"W, 272.28 feet to the POINT OF BEGINNING and containing 387.95
acres of land, more or less.
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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
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_J '
b---
RESOLUTION 21-12
TOWN OF WESTLAKE EXHIBIT C
NO.08-18
DESIGNATING A NEIGHBORHOOD EMPOWERMENT ZONE IN THE TOWN
OF WESTLAKE, TARRANT AND DENTON COUNTIES, TEXAS; PROVIDING
AN EFFECTIVE DATE; AND PROVIDING A SEVERABILITY CLAUSE.
WHEREAS, the Board of Aldermen ("Board") of the Town of Westlake, Texas,
("Town"), desires to promote and increase economic development in the Town, and the
property described herein, pursuant to Chapter 378 of the Texas Local Government Code;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF
THE TOWN OF WESTLAKE, TEXAS:
SECTION 1: That the facts and recitations contained in the preamble of this
resolution are hereby found and declared to be true and correct and are incorporated
herein in their entirety.
SECTION 2: That the Board of the Town hereby finds and determines that:
(a) That the creation of a Neighborhood Empowerment Zone (`'Zone'') would
promote an increase in economic development in the Zone;
(b) The property to be contained within the Zone is described in attached Exhibit
"A" and incorporated herein in its entirety;
(c) That the creation of the Zone benefits and is for the public purpose of
increasing public health, safety and welfare of the persons in the Town, and
the creation of the Zone satisfies the requirements of Section 312.202 of the
Texas Tax Code.
SECTION 3: That pursuant to Chapter 378 of the Texas Local Government
Code, the Town hereby creates the Zone in the earlier described Exhibit "A", attached
hereto and incorporated herein.
SI~CTION 4: That the Zbne shall take effect on the 24`h day of March, 2008. '
SECTION 5: If any portion of this Resolution shall, for any reason, be declared
invalid by any court of competent jurisdiction, such invalidity shall not affect the
remaining provisions hereof and the Board hereby determines that it would have adopted
this Resolution without the invalid provision.
PASSED AND APPROVED ON THIS 24"H DAY OF MARCH 2O08.
5zalc�/a4d&a-
Scott Bradley, Mayor
ATTEST:
c,
M
Sutter, T`RMC, Town Secretary Joe enn? , I/q Brim o� ager
APPROVED AS TO FORD;
S Lowry, o tto y
J.'' 1, i, 1 ,I J_p
2
EXHIBIT W
RESO NO.08-18
LEGAL DESCRIPTION
PROPOSED REINVESTMENT ZONE
BEING a tract of land situated in the Jesse Gibson Survey, Abstract Number 592, the G.
Hendricks Survey, Abstract Number 680, and the Jesse Sutton Abstract No. 145land the Chas
Medlin Survey, Abstract Number 1958, Tarrant County, Texas, and being situated in the Jesse
Sutton Abstract No. 1154 Denton County Texas and being a portion of that certain tract of land
(Tract 2) as described by deed to AIL Investment, L.P., as recorded in Volume 13275, Page 542,
County Records, Tarrant County, Texas, and a portion of those tracts of land (tracts 1 & 2) as
described by deed to AIL Investment, L.P., as recorded in Volume 13883, Page 335, County
Records, Tarrant County, Texas, and a portion of that certain tract of land described by deed to
Lakeway Land, Ltd., as recorded in Volume 13978, Page 222, County records, Tarrant County,
Texas, and being more particularly described by metes and bounds as follows:
BEGINNING at a point in the north line of proposed Roanoke -Dove Road where it intersects the
west line of said AIL Investment tract (Volume 13883, Page 335 tract 2);
THENCE N 00008' 56"W, 664.08 feet;
THENCE S89059'38"W, 23.21 feet;
THENCE N 00004'20"E, 200.04 feet;
THENCE S 89°47'29"W, 391.05 feet;
THENCE N 00°09'35"W, 461.81 feet;
THENCE N 00002'25"W, 818.71 feet;
THENCE N 43012'43"E, 127.27 feet to the beginning of a curve to the left;
THENCE 320.00 feet along the arc of said curve, through a central angle of 37°20'29", whose
radius is 491.00 feet, the long chord of which bears N44° 49'54"E, 314.37 feet;
THENCE N 26009'38"E, 100.00 feet to the beginning of a curve to the right;
THENCE 124.87 feet along the are of said curve, through a central an of 12°54'51", whose
radius is 554.00 feet, the long chord of which bears N32°37'03' E, 124.60 feet;
THENCE N 39°04'28"E, 195.82 feet;
THENCE N 49°47'43"W, 121.24 feet to the beginning of a curve to the right;
THENCE 551.83 feet along the arc of said curve, through a central angle of 27°15'27", whose
radius is 1159.96 feet, the long chord of which bears N32°50' 11 "W, 546.64 feet;
C&B .lob No. 015007.102 ACF #2359
AGS March 18, 2008
jljob10150071021sur'tiwp11eg1reinvestmet Page 1 of 3
THENCE N 00°41'56"W, 1439.38 feet;
THENCE S 75035'35"E, 821.08 feet to the beginning of a curve to the right;
THENCE 371.00 feet along the arc of said curve, through a central angle of 48'18'39", whose
radius is 440.00 feet, the long chord of which bears S51°26' 16"E, 360.11 feet;
THENCE S 27016'56"E, 214.64 feet to the beginning of a curve to the left;
THENCE 880.40 feet along the arc of said curve, through a central angle of 90°04'39", whose
radius is 560.00 feet, the long chord of which bears S72°19' 15"E, 792.49 feet;
THENCE N 62038'25"E, 197.55 feet to the beginning of a curve to the left;
THENCE 1075.06 feet along the arc of said curve, through a central angle of 54°23'23", whose
radius is 1132.50 feet, the long chord of which bears S59°20'00"E, 1035.15 feet;
THENCE S 86031'42"E, 199.20 feet to the beginning of a curve to the left;
THENCE 554.97 feet along the are of said curve, through a central angle of 15°16'08", whose
radius is 2082.50 feet, the long chord of which bears N85°50' 14"E, 553.33 feet;
THENCE N 78012' 10"E, 800.32 feet;
THENCE S 09034'05"E, 892.93 feet;
THENCE S I6042'32"W, 1518.12 feet;
THENCE S 00°53'357'E, 573.79 feet;
THENCE S 11 028'06"E, 564.14 feet;
THENCE S 70037'22"W, 349.16 feet to the beginning of a curve to the right;
THENCE 253.38 feet along the arc of said curve, through a central angle of 19°21'24", whose
radius is 750.00 feet, the long chord of which begs S80'18'04"W, 252.1$ feet;
THENCE S 89°58'46"W. 1261.17 feet;
THENCE 89000'39"W, 1253.71 feet;
THENCE S 87°42'32"W, 718.15 feet;
THENCE S 88°40'26"W, 272.28 feet to the POINT OF BEGINN`I1\1G and containing 387.95
acres of land, more or less.
C&B Job No. 015007.102
ACF 9_359
AGS March 18, 2008
jljob\0150071021sur\wp\leg`,reinvestmet Page 2 of 3
THIS LEGAL DESCRIPTION IS FOR CONTRACT PURPOSES ONLY AND SHOULD
NOT BE USED FOR THE CONVEYANCE OF REAL PROPERTY.
C&B Job No. 015007.102
AGS
j\job\015007102`siir\�Np\leg\reinvestmet
ACF #2359
March 18, 2008
Page 3 of 3
,L--
RESOLUTION 21-12
DUl PARCEL
BEING a tract of land situated in the Jesse Gibson Survey, Abstract Number 592 and the G.
Hendricks Survey, Abstract Number 680, Tarrant County, Texas, and being a portion of that
certain tract (Tract 2) of land described by deed to AIL Investment, L.P., as recorded in Volume
13275, Page 542, County Records, Tarrant County, Texas, and being more particularly described
by metes and bounds as follows:
BEGINNING at a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set being an ell
comer in the southerly property line of said AIL Tract 2, said point also being the northeast
property corner of that certain tract of land described by deed to AIL investment, L.P., as
recorded in Document Number D208228230, County Records, Tarrant County, Texas, being the
northeast comer of a proposed 30.403 acre tract to be known as Tract 5, and being an ell comer
in the boundary line of the proposed 106.947 acre DCLI property described herein;
THENCE S 89049'56"W, 787.23 feet (previously recorded as N 89°50'20"W) along the common
property line of the southerly property line of said AIL Tract 2 and the boundary line of said
DCLI property described herein and the north property line of said AIL (D208228230) tract and
the north line of said proposed Tract 5, to a 5/8 inch iron rod with plastic cap stamped "Carter &
Burgess" set at the southeast corner of a proposed 18.323 acre tract to be known as Tract 2, also
being the southeast corner of a proposed 10 foot wide Electric and Telecom easement to be
known as tract 2A;
THENCE N 00°45'29"W, 357.87 feet along the westerly line of said proposed DCLI property
described herein and the east line of said Tract 2A and then along the east line of a proposed 10
foot wide gas easement to be known as Tract 2B and then along the east line of a proposed 30
foot wide access easement to be known as Tract 2C and then along a proposed 10 foot wide
Water easement to be known as Tract 2D and along the easterly line of said Tract 2 (18.323
acres) to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set;
THENCE N 20032' 10"E, 243.20 feet continuing along the common line of the westerly line of
said proposed DCLI property described herein and along the easterly line of said proposed Tract
2 to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set;
THENCE N 24921'O1 "E, 227.62 feet continuing along said common line to a 5/8 inch iron rod
with plastic cap stamped "Carter & Burgess" set;
THENCE N 2604741 "E, 340.17 feet continuing along said common line to a 5/8 inch iron rod
with plastic cap stamped "Carter & Burgess" set;
THENCE N 58007'29"E, 519.96 feet continuing along said common line to a 5/8 inch iron rod
with plastic cap stamped "Carter & Burgess" set in the south line of a proposed 67.120 acre tract
to be known as Tract 1, and also being the most northerly northwest corner of said proposed
DCLI property described herein;
Dallas 1432235v.1
THENCE N 89"27'17"E, 1824.60 feet the northerly line of said proposed DCLI property
described herein and along the south line of said Tract 1 and then along the south line of a
proposed 28.370 acre tract to be known as Tract 3 to a 5/8 inch iron rod with plastic cap stamped
"Carter & Burgess" set at the southeast comer of said proposed Tract 3, being in the westerly line
of a proposed 3.100 acre tract to be known as Tract 6 and being the northeast comer of said
proposed DCLI property described herein.
THENCE S 00032'43 "E, 545.49 feet along the easterly line of said proposed DCLI property
described herein and along the westerly line of said proposed Tract 6 and along the westerly line
of a proposed 8.128 acre tract to be known as a Private Drive Easement and then along the
westerly line of a proposed 133.685 acre tract to be known as Tract 4 to a 5/8 inch iron rod with
plastic cap stamped "Carter & Burgess" set;
THENCE S 40002'39"W, 871.03 feet along the easterly line of said proposed DCLI property
described herein and along the westerly line of said proposed tract 4 to a 5/8 inch iron rod with
plastic cap stamped "Carter & Burgess" set;
THENCE S 01005'24"E, 1442.77 feet continuing along the easterly line of said proposed DCLI
property described herein and along the westerly line of said proposed tract 4 to a 5/8 inch iron
rod with plastic capped stamped "Carter & Burgess" set in the north right-of-way line of Dove
Road as described in a deed to the Town of Westlake and recorded in Volume 16798, Page 279,
County Records, Tarrant County Texas and being the southwest corner of said Tract 4 and the
southeast corner of said DCLI property described herein;
THENCE S 88054'36"W, 1153.05 feet along the north right-of-way line of said Dove Road and
along the south line of said DCLI property described herein to a 5/8 inch iron rod with plastic
cap stamped "Carter & Burgess" set.
THENCE S 87"36'29"W, 138.19 feet continuing along the north line of said Dove Road and the
south line of said DCLI property described herein to a 5/8 inch iron rod with plastic cap stamped
"Carter & Burgess" set, being in the east property line of that certain tract of land (Tract 1)
described by deed to AIL Investment, L.P., as recorded in Volume 13883, Page 335, County
Records, Tarrant County, Texas and being the southeast comer of said Tract 5 and the southwest
corner of said DCLI property- described herein;
THENCE N 00"31'56"E, 1296.32 feet (previously recorded as N 00°44'55"E) along the east
property line of said AIL Tract 1 and then along the'east property line of the aforementioned AIL
(D208228230) tract and along the east line of said Tract 5 and along the westerly line of said
DCLI property described herein to the POINT OF BEGINNING and containing 4,658,596
square feet or 106.947 acres of land more or less.
Dallas 1432235v.1
RESOLUTION 21-12
EXHIBIT D
DU2 PARCEL
BEING A TRACT OF LAND SITUATED IN THE C. MEDLIN SURVEY, ABSTRACT NUMBER 1084, THE G.B
HENDRICKS SURVEY, ABSTRACT NUMBER 680 AND THE M. HUNT SURVEY, ABSTRACT NUMBER 756,
TARRANT COUNTY, TEXAS, AND BEING A PORTION OF THAT TRACT OF LAND DESCRIBED BY DEED
TO HW 2421 LAND, LP., RECORDED IN INSTRUMENT NUMBER D209181337 (HEREINAFTER REFERRED
TO AS TRACT 1), AND BEING ALL OF THAT TRACT OF LAND DESCRIBED BY DEED TO HW 2421 LAND
LP., (HEREINAFTER REFERRED TO AS TRACT 2) RECORDED IN INSTRUMENT NUMBER D221071977,
BOTH OF COUNTY RECORDS, TARRANT COUNTY, TEXAS AND BEING MORE PARTICULARLY
DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING AT A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "PELOTON" SET AT THE
NORTHEAST CORNER OF LOT 1, DELOITTE UNIVERSITY CONFERENCE CENTER, AN ADDITION TO
THE TOWN OF WESTLAKE, RECORDED IN INSTRUMENT NUMBER D210020327, BEING THE
BEGINNING OF A NON -TANGENT CURVE TO THE RIGHT;
THENCE OVER AND ACROSS SAID TRACT 1 THE FOLLOWING COURSES AND DISTANCES;
WITH SAID NON -TANGENT CURVE TO THE RIGHT, AN ARC DISTANCE OF 597.67 FEET, THROUGH A
CENTRAL ANGLE OF 45051'04", HAVING A RADIUS OF 746.85 FEET, THE LONG CHORD WHICH BEARS
N 85°53'01 "E, 581.85 FEET, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "PELOTON" SET;
S 89°05'05"E, 659.37 FEET, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "PELOTON" SET;
N 00°54'55"E, 794.86 FEET, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "PELOTON" SET, AT
THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 78.95 FEET, THROUGH A CENTRAL ANGLE
OF 09°46'08", HAVING A RADIUS OF 463.06 FEET, THE LONG CHORD WHICH BEARS N 05°47'59"E, 78.86
FEET, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "PELOTON" SET;
THENCE N 78004'04"E, 319.26 FEET, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "PELOTON"
SET AT THE NORTHWEST CORNER OF THAT TRACT OF LAND DESCRIBED BY DEED TO FMR TEXAS
LIMITED PARTNERSHIP, RECORDED IN VOLUME 13457, PAGE 403, SAID COUNTY RECORDS;
THENCE WITH THE WEST LINE OF SAID FMR TRACT THE FOLLOWING BEARINGS AND DISTANCES.
S 09°40'01 "E, 892.93 FEET, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP FOUND;
S 16°36'36"W, 1518.12 FEET, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "PELOTON" SET;
S 00-59'31"E, 573.79 FEET, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "PELOTON" SET;
S 11°34'02"E, 564.06 FEET, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "PELOTON" SET IN
THE NORTH RIGHT-OF-WAY LINE OF' DOVE ROAD (A VARIABLE WIDTH RIGHT-OF-WAY), '
RECORDED IN VOLUME 15922, PAGE 267, COUNTY RECORDS, TARRANT COUNTY, TEXAS;
THENCE WITH SAID NORTH RIGHT-OF-WAY LINE THE FOLLOWING COURSES AND DISTANCES:
S 70030'11"W, 349.01 FEET, WITH SAID NORTH RIGHT-OF-WAY LINE, TO A 5/8 INCH IRON ROD WITH
PLASTIC CAP STAMPED "CARTER & BURGESS" FOUND, FOUND AT THE BEGINNING OF A CURVE TO
THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 253.14 FEET, THROUGH A CENTRAL ANGLE
OF 17° 15'59", HAVING A RADIUS OF 840.00 FEET, THE LONG CHORD WHICH BEARS S 80° 10'54"W, 252.18
FEET TO A 5/8 INCH IRON ROD, WITH PLASTIC CAP STAMPED "CARTER & BURGESS" FOUND;
S 89051'36"W, 361.48 FEET, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "PELOTON" SET AT
THE SOUTHEAST CORNER OF AFOREMENTIONED TRACT 2;
S 89°54'40"W, 486.87 FEET, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "PELOTON" SET AT
THE SOUTHWEST CORNER OF SAID TRACT 2;
S 89051'36"W, 412.49 FEET, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "PELOTON" SET;
S 88°53'59"W, 100.66 FEET, TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "PELOTON" SET AT
THE SOUTHEAST CORNER OF THE AFOREMENTIONED LOT 1, DELOITTE UNIVERSITY CONFERENCE
CENTER TRACT;
THENCE N 01006'01"W, 1442.83 FEET, WITH THE EAST LINE OF SAID LOT 1, TO A 5/8 INCH IRON ROD
WITH PLASTIC CAP STAMPED "CARTER & BURGESS" FOUND;
THENCE N 40002'02"E, 871.02 FEET, CONTINUING WITH THE EAST LINE OF SAID LOT 1, TO A 5/8 INCH
IRON ROD WITH PLASTIC CAP STAMPED "CARTER & BURGESS" FOUND;
THENCE N 00033'20"W, 545.49 FEET TO THE POINT OF BEGINNING AND CONTAINING 5,120,148
SQUARE FEET OR 117.542 ACRES OF LAND MORE OR LESS.
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