14-016 RESOLUTION NO. 14 -016
A RESOLUTION OF THE CITY OF SOUTHLAKE, TEXAS, APPROVING THE TERMS AND
CONDITIONS OF A PROGRAM TO PROMOTE ECONOMIC DEVELOPMENT AND
STIMULATE BUSINESS AND COMMERCIAL ACTIVITY IN THE CITY; AUTHORIZING
THE MAYOR TO EXECUTE AN AMENDED AGREEMENT WITH HINES SOUTHLAKE
LAND LIMITED PARTNERSHIP, A TEXAS LIMITED PARTNERSHIP, FOR SUCH
PURPOSES; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, Chapter 380 of the Texas Local Government Code authorizes municipalities to
establish and provide for the administration of programs that promote economic development
and stimulate business and commercial activity in the City; and
WHEREAS, On August 17, 2010 the City Council approved a Chapter 380 Agreement (the
"Agreement ") by and between the City of Southlake and Hines Southlake Land Limited Partnership,
a Texas Limited Partnership ( "Hines ") to promote economic development and stimulate business
and commercial activity in the City; and
WHEREAS, the City Council has been presented with a proposed Agreement— Amendment
One by and between the City of Southlake and Hines, a copy of which is attached hereto as Exhibit
"A" and incorporated herein by reference (hereinafter called "Amendment One "); and
WHEREAS, upon full review and consideration of Amendment One and all matters
attendant and related thereto, the City Council is of the opinion that Amendment One will assist in
implementing a program whereby economic development will be promoted and business and
commercial activity will be stimulated in the City.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS,
THAT:
SECTION 1.
The City Council finds that the terms of Amendment One will promote economic
development and stimulate business and commercial activity in the City and otherwise meet the
criteria of Section 380.001 of the Texas Local Government Code.
SECTION 2.
The City Council hereby adopts amendments to the economic development program
whereby the City of Southlake will make economic development program payments to Hines, and
take other specified actions, in accordance with the terms outlined in the Agreement and
Amendment One.
Resolution 14-016 - Carillon - 380 Agreement - Amendment One - May 6, 2014 - Page 1 of 3
SECTION 3.
The terms and conditions of Amendment One, having been reviewed by the City Council of
the City of Southlake and found to be acceptable and in the best interest of the City and its
citizens, are hereby approved.
SECTION 4.
The Mayor is hereby authorized to execute Amendment One and all other documents in
connection therewith on behalf of the City substantially according to the terms and conditions set
forth in Amendment One.
SECTION 5.
This Resolution shall become effective from and after its passage.
PASSED AND APPROVED this the C ' 'day of / it , 2014
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John Terrell, Mayor
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Alicia Richardson, TRMC z -
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Resolution 14-016 - Carillon - 380 Agreement - Amendment One - May 6, 2014 - Page 2 of 3
EXHIBIT A
Chapter 380 Agreement -- Amendment One
Resolution 14-016 - Carillon - 380 Agreement - Amendment One - May 6, 2014 - Page 3 of 3
Carillon
Chapter 380 Agreement — Amendment One
THIS AMENDMENT ONE TO ECONOMIC DEVELOPMENT AGREEMENT ( "Amendment
One ") is executed between the City of Southlake, Texas (the "C_y") and Hines Southlake Land
Limited Partnership, a Texas limited partnership ( "Hines "). City and Hines are sometimes
hereinafter referred to collectively as the "parties" or individually as a "party ".
Recitals
WHEREAS, on August 17, 2010, the City adopted Resolution No. 10-014 (the
"Resolution ") establishing an Economic Development Program pursuant to Section 380.001 of
the Texas Local Government Code and authorizing the Economic Development Program
Agreement between the parties (the "Agreement ") as part of the Economic Development
Program established by the Resolution (the "Program "); and
WHEREAS, Hines and the City wish to amend the Agreement; and
WHEREAS, the City Council has been presented with this proposed Amendment One;
and
WHEREAS, the City Council of the City of Southlake finds and determines that this
Amendment One will effectuate the purposes set forth in the Program and Hines' performance
of its obligations herein and in the Agreement will promote local economic development and
stimulate business and commercial activity in the City.
NOW, THEREFORE, in consideration of the mutual benefits and premises contained
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. Unless otherwise defined herein, the terms used in this Amendment One shall
have the same meaning as given to such terms in the Agreement.
2. The Agreement is hereby amended to extend the following dates by the time
periods shown or modify the sections as described:
Agreement Description Original Date Amendment One
Section
4.A.ii Construction December 31, 2011 June 30, 2016
Commencement
4.A.iii Substantial Completion December 31, 2013 June 30, 2018
Carillon - 380 Agreement - Amendment One - May 6, 2014 - Page 1 of 4
3. Section 2 of the Agreement is amended by deleting the definition of "Retail
Parking Garages" and by adding a new definition for "Parking Garages" to read as follows:
"Parking Garages: Shall mean multi -level parking structures constructed within
the Property in accordance with the Concept Plan."
4. Section 4.E of the Agreement is amended in its entirety to read as follows:
"E. Parking Garages: Hines agrees to construct one or more Parking Garages
in proximity of the retail or office uses within the Property. These Parking
Garages may or may not be included in Commercial Phase I.
i. Ownership and Maintenance: Hines or their successors shall
continue to own and maintain the Parking Garages. The City shall at
no time own or maintain any of the Parking Garages."
5. Section 5.0 of the Agreement is amended in its entirety to read as follows:
"C. Parking Garages: The City agrees that Hines shall be eligible for the
following economic development incentive after Hines constructs one or
more Parking Garages as noted in Section 4.E herein.
i. Cap One: The amount of this incentive shall be capped not to
exceed forty percent (40%) of the actual Building Construction Cost
of the Parking Garages.
ii. Cap Two: This incentive shall not exceed five million, four- hundred
and eighty thousand dollars ($5,480,000).
iii. Program Costs: The lesser of Cap One or Cap Two noted for this
incentive shall be included in the Program Costs summarized in
Section 5J herein."
6. Section 5.G of the Agreement is amended in its entirety to read as follows:
"G. Kirkwood Blvd.: The City shall grant Hines the following economic
development incentives for constructing the Kirkwood Blvd. roadway
improvements noted in Section 4.G.
i. Roadway Impact Fees Paid to Date: The City shall collect any
Roadway Impact Fees paid by Hines or other parties for
construction within the Property as of May 1, 2014, and make a
one -time payment to Hines of the entirety of these fees no later
than August 1, 2014.
Carillon - 380 Agreement - Amendment One - May 6, 2014 - Page 2 of 4
ii. Future Roadway Impact Fees: The City shall collect any Roadway
Impact Fees paid after May 1, 2014 by Hines or other parties for
construction within the Property, and in the first quarter of each
calendar year shall pay to Hines one hundred percent (100 %) of
Roadway Impact Fees paid in the prior calendar year.
iii. Cap One: This incentive shall not exceed the lesser of the actual
Roadway Construction Costs for the Kirkwood Blvd. roadway
improvements or actual Roadway Impact Fees collected by the City
from development within the Property.
iv. Can Two: Grant incentive payments under this Section 5.G shall
only apply to Roadway Impact Fees paid and received by the City
on or before December 31, 2023."
7. Section 5.J.i of the Agreement is amended by replacing the term "Retail Parking
Garages" with the term "Parking Garages."
8. Section 5.K.I of the Agreement is amended in its entirety to read as follows:
"i. Payment Schedule: Beginning the first calendar year after the
issuance of a Certificate of Occupancy, the Program Payments shall
be paid once per year within ninety (90) days after all ad valorem
and sales taxes have been paid and received by the City.
a. Timing Example Only:
• November 2015: C.O. issued
• Nov — Dec 2015: Businesses operate
• January 31, 2016: 2015 taxes due to Tarrant County
• Feb 2016: AV taxes received by City
• Feb 2016: All 2015 sales taxes received by City
• April 2016: Program Payment made"
9. Exhibit C -2, Section 6 of the Agreement is amended by replacing the term "Retail
Parking Garages" with the term "Parking Garages."
10. This Amendment One may be executed in multiple original counterparts. Each
counterpart shall be deemed an original, and when the counterparts are taken together, they
shall be deemed to be one in the same instrument. Signed facsimiles of this Amendment One
shall be effective as originals.
Carillon - 380 Agreement - Amendment One - May 6, 2014 - Page 3 of 4
11. Except as amended hereby, the Agreement remains unchanged and in full force
and effect, and by their execution hereof, the City and Hines ratify and confirm all of the terms
and provisions thereof.
Tµ
IN WITNESS WHEREOF, the City and Hines have executed this Amendment One as of the (
day of IN1si , 2014.
CITY:
THE CITY OF SOUTHLAKE
By: (7 ' Itil )
y� -
John Terrell, Mayor
HINES:
HINES SOUTHLAKE LAND LIMITED PARTNERSHIP,
a Texas limited partnership
By: Hines Southlake Land GP LLC,
a Delaware limited partnership,
its General Partner
By: Hines Interests Limited Partnership,
a Delaware limited partnership,
its sole Member
By: Hines Holding, Inc.,
a Texas corporation,
its Gen- - • - ' e do r
/ /
By: „i/ 11/./. N a e: ark over
Title: Senior Managing Director /
CEO — Southwest Region
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Alicia Richardson 1C ' co City Attorney
City Secretary % • .
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Carillon - 380 Agreement - Amendment One - May 6, 2014 - Page 4 of 4