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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.” Page 1 of 3 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. Page 2 of 3 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 Page 3 of 3 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. Page 1 of 2 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 Page 2 of 2 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 Page 1 of 2 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 Page 2 of 2 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 - 1 - 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 - 2 - 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. - 3 - 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: ________________________________ - 4 - 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 - 6 - EXHIBIT “A” Economic Development Agreement - 7 - 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.