HomeMy WebLinkAbout07-21-14 TC Agenda Packet
Mission Statement
Westlake is a unique community blending preservation of our natural environment and
viewscapes, while serving our residents and businesses with superior municipal and academic
services that are accessible, efficient, cost-effective, and transparent.
Westlake, Texas – “One-of-a-kind community; natural oasis – providing
an exceptional level of service.”
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TOWN OF WESTLAKE, TEXAS
Vision Statement
An oasis of natural beauty that maintains our open spaces in balance with distinctive
development, trails, and quality of life amenities amidst an ever expanding urban landscape.
TOWN COUNCIL SPECIAL MEETING
AGENDA
July 21, 2014
WESTLAKE TOWN HALL
3 VILLAGE CIRCLE, 2ND FLOOR
WESTLAKE, TX 76262
COUNCIL CHAMBERS or MUNICIPAL CONFERENCE ROOM
Special Session: 8:15 a.m.
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Special Session
1. CALL TO ORDER
2. DISCUSSION AND CONSIDERATION OF RESOLUTION 14-22, CONSENTING TO
AND APPROVING THE ASSIGNMENT OF THE RIGHTS, COVENANTS AND
OBLIGATIONS OF THE ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
DATED APRIL 22, 2013 AND A DEVELOPMENT AND SUBDIVISION
IMPROVEMENT AGREEMENT DATED OCTOBER 28, 2013 FROM MAGUIRE
PARTNERS – SOLANA LAND, L.P. TO MARQUIS WESTLAKE DEVELOPMENT, INC.,
AND AUTHORIZING THE MAYOR TO APPROVE THE ASSIGNMENT ON BEHALF OF
THE TOWN.
3. EXECUTIVE SESSION
The Council will conduct a closed session pursuant to Texas Government Code,
annotated, Chapter 551, Subchapter D for the following:
a. Section 551.087. Deliberation Regarding Economic Development Negotiations (1)
to discuss or deliberate regarding commercial or financial information that the
governmental body has received from a business prospect that the governmental
body seeks to have locate, stay, or expand in or near the territory of the
governmental body and with which the governmental body is conducting
economic development negotiations; or (2) to deliberate the offer of a financial
or other incentive to a business prospect described by Subdivision (1). Maguire
Partners-Solana Land, L.P., related to Centurion’s development known as
Entrada
4. RECONVENE MEETING
5. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS
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6. ADJOURNMENT
ANY ITEM ON THIS POSTED AGENDA COULD BE DISCUSSED IN EXECUTIVE SESSION
AS LONG AS IT IS WITHIN ONE OF THE PERMITTED CATEGORIES UNDER SECTIONS
551.071 THROUGH 551.076 AND SECTION 551.087 OF THE TEXAS GOVERNMENT
CODE.
CERTIFICATION
I certify that the above notice was posted at the Town Hall of the Town of Westlake, 3 Village Circle, July
17, 2014, by 5:00 p.m. under the Open Meetings Act, Chapter 551 of the Texas Government Code.
_____________________________________
Kelly Edwards, TRMC, Town Secretary
If you plan to attend this public meeting and have a disability that requires special needs, please advise
the Town Secretary 48 hours in advance at 817-490-5710 and reasonable accommodations will be made
to assist you.
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estlake Town Council
TYPE OF ACTION
SPECIAL MEETING - ACTION ITEM
Westlake Town Council Meeting
Monday, July 21, 2014
TOPIC: Discussion And Consideration Of Resolution Consenting To And Approving The
Assignment Of The Rights, Covenants And Obligations Of The Economic Development
Program Agreement Dated April 22, 2013 And A Development And Subdivision
Improvement Agreement Dated October 28, 2013 From Maguire Partners – Solana Land,
L.P. To Marquis Westlake Development, Inc., And Authorizing The Mayor To Approve
The Assignment On Behalf Of The Town.
STAFF CONTACT: Tom Brymer, Town Manager
Decision Points
Start Date Completion Date
Timeframe: July 21, 2014 TBD
Funding: Amount - N/A at this time, although funding for this development’s infrastructure is
proposed to be funded by a Public Improvement District.
Status- N/A Source- Multiple Sources - see comments below
Decision Alignment
VVM Perspective Desired Outcome
Exemplary
Governance
Financial
Stewardship
CF.Enhance and Maintain a Sense
of Community
Strategic Issue Outcome
Strategy Staff Action
Fiscal Stewardship &
Organizational
Effectiveness
N/A N/A
Strategy Map or VVM Connection
Strategic Issue Connection
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EXECUTIVE SUMMARY
The Town Council adopted by Resolution 13-17 on April 22, 2014 an Economic Development
Agreement for the Entrada Development. The Town Council also adopted by Resolution 13-34
on October 28, 2014 a Development Agreement for the Entrada Development. Both of these
agreements are integral to the requirements for the development of the mixed use development,
Entrada. Entrada is planned to be a Spanish village modeled project located on approximately 85
acres at the northeast corner of FM 1938 Davis Boulevard and Solana Boulevard.
At its June 16, 2014 Regular Meeting, the Town Council approved by motion assignment of
these two (2) agreements from Maguire Partners-Solana Land, L.P. (the Assignor) to Marquis
Westlake Development, Inc. (the Assignee). The lender for the Assignee (Marquis Westlake
Development, Inc.) would like a resolution of the Town Council and an Assignment Agreement
approved related to this assignment. This special Town Council meeting is held for the Council
to consider this resolution and assignment agreement as requested by the Assignee’s lender.
The funding for this project is provided by the Developer, however, tax exempt bonds issued
through a Town Council approved and controlled Public Improvement District (PID) are
proposed for funding of the Entrada infrastructure. The PID for Entrada will be considered by
the Town Council at a future date as the design of the Entrada development solidifies.
ORGANIZATIONAL HISTORY/RECOMMENDATION
Recommend approval of the resolution and assignment document .
ATTACHMENTS
Resolution and Assignment Documents
Resolution 14-22
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TOWN OF WESTLAKE
RESOLUTION NO. 14-22
A RESOLUTION OF THE TOWN OF WESTLAKE, TEXAS CONSENTING TO AND
APPROVING THE ASSIGNMENT OF THE RIGHTS, COVENANTS AND
OBLIGATIONS OF THE ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
DATED APRIL 22, 2013 AND A DEVELOPMENT AND SUBDIVISION
IMPROVEMENT AGREEMENT DATED OCTOBER 28, 2013 FROM MAGUIRE
PARTNERS – SOLANA LAND, L.P. TO MARQUIS WESTLAKE DEVELOPMENT,
INC., AND AUTHORIZING THE MAYOR TO APPROVE THE ASSIGNMENT ON
BEHALF OF THE TOWN.
RECITALS
WHEREAS, the Town of Westlake, Texas (the “Town”) and Maguire Partners – Solana
Land, L.P., a Texas limited partnership (“Assignor”) entered into an Economic Development
Program Agreement dated April 22, 2013 and a Development and Subdivision Improvement
Agreement dated October 28, 2013 (collectively the “Development Agreements”) attached
hereto as Exhibit A and B; and
WHEREAS, the Development Agreements contain rights, covenants and obligations
which are assignable upon the consent and approval of the assignment by the Town and the
Assignor; and
WHEREAS, the Assignor desires to assign, transfer, set over, convey and deliver to
Marquis Westlake Development, Inc. (the “Assignee”) all of its rights, covenants, and
obligations under the Development Agreement s; and
WHEREAS, Assignee desires to accept the rights, covenants and obligations of Assignor
under the Development Agreement s and fulfill the requirements set forth under the Development
Agreements; and
WHEREAS, Town Council of the Town (the “Town Council”) finds that the Assignee is
financially capable of meeting the terms and conditions of the Development Agreement s.
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 AS FOLLOWS:
SECTION 1: THAT the recitals set forth above in this Resolution are true and correct
and are hereby adopted as findings of the Town Council and are incorporated into the body of
this Resolution as if fully set forth herein.
Resolution 14-22
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SECTION 2: THAT the Town Council of the Town (the “Town Council”) does hereby
find that the Assignee is financially capable of meeting the terms and conditions of the Assignor
in the Development Agreements in satisfaction of the requirements of the Development
Agreements.
SECTION 3: THAT the Town Council does hereby acknowledge, accept, and approve
the assignment of the rights, covenants, and obligations of the Assignor to the Assignee, and
shall continue its performance of the Development Agreements with Assignee as though
Assignee was the original party to the Development Agreements in accordance with the
Assignment document attached as Exhibit C.
SECTION 4: 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 in accordance with law.
SECTION 6: THAT any signatory hereto may execute and deliver this document by
telephone facsimile transmission or email/.pdf, and the same shall constitute an original for all
purposes.
PASSED AND APPROVED ON THIS THE 21ST DAY OF JULY, 2014.
ATTEST:
_____________________________
Laura L. Wheat, Mayor
____________________________ ______________________________
Kelly Edwards, Town Secretary Thomas E. Brymer, Town Manager
APPROVED AS TO FORM:
____________________________
L. Stanton Lowry, Town Attorney
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ASSIGNMENT
This ASSIGNMENT (“Assignment ”) is executed as of _________ ___, 2014, by and
between Maguire Partners-Solana Land, L.P. a Texas limited partnership (“Assignor”), Marquis
Westlake Development, Inc. a Texas corporation, (“Assignee”), and consented to by the Town of
Westlake, Texas (the “Town”).
RECITALS
A. Assignor is a party to the Economic Development Program Agreement (the
“Economic Development Agreement”) dated April 22, 2013, and attached as Exhibit A, and the
Development and Subdivision Improvement Agreement (the “Development Agreement”) dated
October 28, 2013, and attached as Exhibit B, (collectively, the “Development Agreements”) both
by and between Assignor and the Town.
B. The Town is a Type-A general law municipality organized under the laws of the
State of Texas.
B. The Development Agreements have been entered into in connection with the
development of approximately 85.9 acres within the Town;
C. Assignor has certain rights, covenants and obligations under the Development
Agreements.
D. Assignor desires to assign, transfer, set over, convey and deliver to Assignee all of
its rights, covenants and obligations under the Development Agreements.
E. Assignee desires to accept all of the rights, covenants and obligations of Assignor
under the Development Agreements and fulfill the requirements set forth under the Development
Agreements.
F. Town Council of the Town finds that the Assignee is financially capable of
meeting the terms and conditions of the Development Agreements.
G. With the assignment of its rights, covenants and obligations of the Development
Agreements, Assignor shall forward and notify Assignee of any and all information that
Assignor becomes aware of that has not already been provided to Assignee which would affect
Assignee’s covenants and obligations under the Development Agreement s.
NOW, THEREFORE, for and in consideration of the foregoing premises, and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and
confessed:
1. Assignment – Rights, Covenants and Obligations. Assignor hereby assigns,
transfers and sets over unto Assignee, its successors and assigns all of its rights, covenants and
obligations under the Development Agreements.
2. Assignor – Duty to Notify. In consideration for Assignee’s acceptance of the
rights, covenants and obligations set forth in the Development Agreement s, Assignor shall notify
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and forward any information that Assignor receives concerning the Developments Agreement
which have not already been provided to Assignee and may have an effect on Assignee’s rights,
covenants and obligations under the Development Agreement s.
3. Assignee Acknowledgement. Assignee hereby assumes and acknowledges all of
the rules, regulations, and requirements as specified in the Development Agreements, accepts
and assumes the rights, covenants and obligations of the Development Agreements, and assumes
all of Assignor’s covenants and obligations as if Assignee had been an original party to the
Development Agreements; provided, however, that Assignee’s assumption extends only to the
obligations, covenants, rules, regulations and requirements first accruing from and after (but not
prior to) the date hereof.
4. Town Consent and Approval. The Town Council of the Town approves and
consents to this Assignment pursuant to the votes at its June 16, 2014 and July 21, 2014,
meetings and as witnessed by the Mayor’s signature hereinbelow.
5. Representations and Covenants. Assignor hereby represents, warrants and agrees
that:
(a) Assignor has the right, power and capacity to make this Assignment.
(b) Assignor represents and warrants that there are no exist ing defaults under
the Development Agreements and Assignor has not performed any act or executed any
instrument which might prevent Assignee from operating under any of the terms and
provisions hereof or which would limit Assignee in such operation.
6. Notices. All notices required or permitted to be given hereunder shall be deemed
to have been duly given if given in accordance with the applicable provisions of the
Development Agreements.
7. Binding Effect . This Assignment applies to and binds the parties hereto and their
respective heirs, legal representatives, successors and assigns. Any provisions in any other
agreement creating rights in Assignee other than those created herein shall be deemed
incorporated herein by reference and made a part hereof for all purposes.
8. Approval of Town. Assignor and Assignee acknowledge and agree that this
Assignment has been approved by action and consent of the Town Council of the Town.
9. Governing Law. This Agreement shall be governed by Texas law.
10. Signatures. Any signatory hereto may execute and deliver this document by
telephone facsimile transmission or email/.pdf, and the same shall constitute an original for all
purposes.
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IN WITNESS WHEREOF, Assignor has caused this instrument to be executed as of the
dates written below.
ASSIGNOR:
MAGUIRE PARTNERS-SOLANA LAND,
L.P.
By: MMM Ventures, LLC, its general partner
By: 2M Ventures, LLC, its manager
By: ____________________________________
Mehrdad Moayedi, Manager
Date: __________________________________
STATE OF TEXAS )
)
COUNTY OF __________ )
This instrument was acknowledged before me on the __ day of ____________, 2014, by
Mehrdad Moayedi in his capacity as manager of 2M ventures, the manager of MMM ventures,
the general partner of Maguire Partners-Solana Land, L.P. a Texas limited partnership, known to
be the person whose name is subscribed to the foregoing instrument, and that he executed the
same on behalf of and as the act of Maguire Partners-Solana Land, L.P.
_____________________________________
Notary Public, State of Texas
My Commissio n Expires:
________________________________
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ASSIGNEE:
MARQUIS WESTLAKE DEVELOPMENT, INC.,
a Texas corporation
By: _______________________________________
Douglas M. Hickok, President
Date: _____________________________________
THE STATE OF TEXAS §
§
COUNTY OF §
This instrument was acknowledged before me on this ____ day of __________, 2014 by
Douglas M. Hickok, President of Marquis Westlake Development, Inc., a Texas corporation, on
behalf of the corporation.
_______________________________________
Notary Public - State of ___________________
My Commission Expires: __________________
The Town hereby consents to this Assignment pursuant to Resolution No. ____.
TOWN OF WESTLAKE:
By: ____________________________________
Mayor
Date: __________________________________
APPROVED AS TO FORM AND LEGALITY:
By: ____________________________________
L. Stanton Lowry
Town Attorney
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EXHIBIT “A”
Economic Development Agreement
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EXHIBIT “B”
Development Agreement
DALLAS_1/6319512v.4
57049-1 07/15/2014
EXECUTIVE SESSION
a. Section 551.087. Deliberation Regarding Economic Development Negotiations (1) to
discuss or deliberate regarding commercial or financial information that the
governmental body has received from a business prospect that the governmental body
seeks to have locate, stay, or expand in or near the territory of the governmental body
and with which the governmental body is conducting economic development
negotiations; or (2) to deliberate the offer of a financial or other incentive to a
business prospect described by Subdivision (1). Maguire Partners-Solana Land, L.P.,
related to Centurion’s development known as Entrada
Town of Westlake
Item # 3 –
Executive Session
Town of Westlake
Item # 4 – Reconvene
Meeting
The Council will conduct a closed session pursuant to Texas Government Code, annotated,
Chapter 551, Subchapter D for the following:
a. Section 551.087. Deliberation Regarding Economic Development Negotiations (1) to
discuss or deliberate regarding commercial or financial information that the governmental
body has received from a business prospect that the governmental body seeks to have
locate, stay, or expand in or near the territory of the governmental body and with which
the governmental body is conducting economic development negotiations; or (2) to
deliberate the offer of a financial or other incentive to a business prospect described by
Subdivision (1). Maguire Partners-Solana Land, L.P., related to Centurion’s
development known as Entrada
Town of Westlake
Item # 5 – Take any
Necessary Action, if
necessary
Town of Westlake
Item # 6 –
Adjournment
Back up material has not
been provided for this item.