15-006 RESOLUTION NO. No. 15 -006
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 AGREEMENT WITH SPC KIMBALL OAKS, LTD., A
TEXAS CORPORATION, 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 February 3, 2015 the City Council approved a Chapter 380 Agreement (the
"Agreement ") by and between the City and SPC Kimball Oaks, Ltd., a Texas Corporation, 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 — by and
between the City of Southlake and SPC Kimball Oaks, Ltd., a copy of which is attached hereto as
Exhibit "A" and incorporated herein by reference (hereinafter called the Agreement); and
WHEREAS, upon full review and consideration of the Agreement and all matters attendant
and related thereto, the City Council is of the opinion that the Agreement 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 the Agreement 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 SPC Kimball
Oaks, Ltd., and take other specified actions, in accordance with the terms outlined in the
Agreement.
Resolution 15 -006 - SPC Kimball Oaks, Ltd. - 380 Agreement - February 3, 2015 - Page 1 of 1
SECTION 3.
The terms and conditions of the Agreement 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 the Agreement and all other documents in
connection therewith on behalf of the City substantially according to the terms and conditions set
forth in the Agreement.
SECTION 5.
This Resolution shall become effective from and after its passage.
PASSED AND APPROVED this the 3th day of February, 2015
C )6-10 ° '
John C. Terrell,
Mayor
ATTEST:
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Lori Payne, TRMC
City Secretary
Resolution 15 -006 - SPC Kimball Oaks, Ltd. - 380 Agreement - February 3, 2015 - Page 2 of 2
CITY OF SOUTHLAKE, TEXAS
AND
SPC KIMBALL OAKS, LTD
CHAPTER 380 ECONOMIC DEVELOPMENT
PROGRAM AGREEMENT
This CHAPTER 380 ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
( "Agreement ") is made and entered into by and between the City of Southlake, Texas, a Texas
home rule municipality ( "City "), and SPC Kimball Oaks, Ltd. ( "Company "). City and Company
may sometimes hereafter be referred to individually as a "Party" and collectively as the
"Parties."
WHEREAS, Company desires to build a 13.86 acre commercial retail development
known as Kimball Oaks comprised of multiple commercial buildings located at the intersection
of Southlake Boulevard and South Kimball Avenue, and as depicted on the attached Exhibit A
( "Development ");
WHEREAS, the City desires to provide, pursuant to Chapter 380 of the Texas Local
Government Code ( "Chapter 380 "), an incentive to Company for the construction of the
Development and certain Improvements; and
WHEREAS, the City has the authority under Article 52 -a of the Texas Constitution and
Chapter 380 to make loans or grants of public funds for the purposes of promoting local
economic development and stimulating business and commercial activity within the City; and
WHEREAS, the City has determined that a grant of funds to the Company will serve the
public purpose of promoting local economic development, and stimulating business and
commercial activity within the City.
NOW THEREFORE, for and in consideration of the agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
SECTION 1.
FINDINGS INCORPORATED
The foregoing recitals are hereby incorporated into the body of this Agreement and shall
be considered part of the mutual covenants, consideration and promises that bind the Parties.
SECTION 2.
PROGRAM APPROVED
A program authorized under Chapter 380 is hereby established to bring the Development
and Improvements to the City. The terms of this Agreement shall implement the program.
SECTION 3.
TERM
This Agreement shall be effective as of the Effective Date and shall terminate when the
City has made its Program Grant Payments to Company.
SECTION 4.
DEFINITIONS
The following words shall have the following meanings when used in this Agreement:
The terms "Agreement," "City," "Company," and "Development," shall have the
meanings provided above.
"Construction Costs" means the cost of design and construction document preparation,
and construction and installation of the Improvements.
"Effective Date" means the date this Agreement is signed by both Parties.
"Program Grant" or "Program Grant Payment" means the economic development grants
paid by the City to Company in accordance with this Agreement.
"Term" means the term of this Agreement as specified in Section 3 of this Agreement.
"Improvements" means the work listed under List of Improvements on the attached
Exhibit B.
SECTION 5.
OBLIGATIONS OF COMPANY
Company covenants and agrees with the City that, while this Agreement is in effect, it
shall comply with the following terms and conditions:
(a) Construction Standards. Company agrees to construct the Development in compliance
with the attached Exhibit A.
(b) Proof of Costs. In order to receive the Program Grant Payments, Company agrees to
provide the City a written request for payment, including sufficient documentation of all
Construction Costs.
(c) Undocumented Workers. Company certifies that Company does not and will not
knowingly employ an undocumented worker in accordance with Chapter 2264 of the
Texas Govemment Code, as amended. If during the Term of this Agreement, Company
is convicted of a violation under 8 U.S.C. § 1324a(f), Company shall repay the amount of
the public subsidy provided under this Agreement plus interest, at the rate of the prime
rate plus two percent (6 %) per annum, not later than the 120th day after the date the City
notifies Company of the violation.
SECTION 6.
OBLIGATIONS OF CITY
In consideration of Company having made the Improvements and bringing the Development
to the City, City covenants and agrees that it shall make the following Program Grant Payments:
(a) Program Grant Payment. No later than 60 days after Company has submitted a written
request for payment to City, including sufficient documentation of Construction Costs, City will
pay Company a Program Grant Payment in an amount of $197,092 for the work and items listed
and depicted on the attached Exhibit B.
SECTION 7.
MISCELLANEOUS PROVISIONS
The following miscellaneous provisions are a part of this Agreement:
(a) Amendments. At any time, City and Company may determine that this Agreement should
be amended for the mutual benefit of the Parties, or for any other reason, including an
amendment to induce Company to maintain its operations in the City when this
Agreement could otherwise be terminated. City and Company agree to consider
reasonable requests for amendments to this Agreement which may be made by any of the
Parties hereto, lending institutions, bond counsel or fmancial consultants. Any
amendments to this Agreement must be in writing and signed by the appropriate
authorities of both City and Company.
(b) Applicable Law and Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, and all obligations of the parties created
hereunder are performable in Tarrant County, Texas. Venue for any action arising under
this Agreement shall lie in the state district courts of Tarrant County, Texas.
(c) Assignment. This Agreement may not be assigned without the express written consent of
the other Party.
(d) Binding Obligation. This Agreement shall become a binding obligation on the signatories
upon execution by all signatories hereto. City warrants and represents that the individual
executing this Agreement on behalf of City has full authority to execute this Agreement
and bind City to the same. Company warrants and represents that the individual executing
this Agreement on Company's behalf has full authority to execute this Agreement and
bind it to the same.
(e) Caption Headings. Caption headings in this Agreement are for convenience purposes
only and are not to be used to interpret or define the provisions of the Agreement.
(f) Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which shall constitute one and the same
document.
(g) Entire Agreement. This Agreement constitutes the entire understanding and agreement of
the Parties as to the matters set forth in this Agreement. No other understanding, oral or
otherwise, in direct conflict with this Agreement shall be deemed to exist or to bind any
of the Parties hereto. All prior written or oral offers, counteroffers, memoranda of
understanding, proposals and the like are superseded by this Agreement. No alteration of
or amendment to this Agreement shall be effective unless given in writing and signed by
the Party or Parties sought to be charged or bound by the alteration or amendment.
Neither Party is relying on any statement, representation, nor warranty of the other Party
not expressly set out in this Agreement. Each of the undersigned authorized
representatives of the Parties warrants and represents and does hereby state and represent
that no promise or agreement which is not herein expressed has been made to him or her
in executing this Agreement, and that none of them are relying upon any statement or
representation of any agent of the Parties. Each Party is relying on its own judgment and
each Party has been represented by independent counsel its choosing. This Agreement
shall not be construed against the drafter hereof, but shall be construed as if all Parties
drafted the same.
(h) Force Majeure. It is expressly understood and agreed by the Parties to this Agreement
that if the performance of any obligations hereunder is delayed by reason of war, civil
commotion, acts of God, inclement weather, fire or other casualty, or court injunction, the
Party so obligated or permitted shall be excused from doing or performing the same
during such period of delay, so that the time period applicable to such obligation or
requirement shall be extended for a period of time equal to the period such Party was
delayed.
(i) Further Acts and Releases. City and Company each agrees to take such additional acts
and execute such other documents as may be reasonable and necessary in the
performance of their obligations hereunder.
(j) Governmental Powers; Waiver of Immunity. By execution of this Agreement, the City
does not waive or surrender any of its governmental powers, immunities or rights.
(k) No Third Party Beneficiaries. The performance of the respective obligations of City and
Company under this Agreement are not intended to benefit any party other than City or
Company, except as expressly provided otherwise herein. No person or entity not a
signatory to this Agreement shall have any rights or causes of action against any Party to
this Agreement as a result of that Party's performance or non - performance under this
Agreement, except as expressly provided otherwise herein.
(1) Notices. Any notice or other communication required or permitted by this Agreement
(hereinafter referred to as the "Notice ") is effective when in writing and (i) personally
delivered either by facsimile (with electronic information and a mailed copy to follow)
or by hand or (ii) three (3) days after notice is deposited with the U.S. Postal Service,
postage prepaid, certified with return receipt requested, and addressed as follows:
if to Company: Charles A. Keller
SPC KIMBALL OAKS, LTD
5950 Berkshire Lane #875
Dallas, Texas 75225
Attention: Chuck Keller
if to City: City of Southlake, Texas
1400 Main Street, Suite 460
Southlake, Texas 76092
Attention: Mayor
With a copy to: Taylor, Olson, Adkins, Sralla & Elam, LLP
6000 Western Place, Suite 200
I -30 at Bryant -Irvin Road
Fort Worth, Texas 76107
Attention: Drew Larkin
(m) Relationship of Parties. The Parties shall not be deemed in a relationship of partners or
joint ventures by virtue of this Agreement, nor shall either Party be an agent,
representative, trustee or fiduciary of the other. Neither Party shall have any authority to
bind the other to any agreement.
(n) Severability. City and Company declare that the provisions of this Agreement are
severable. If it is determined by a court of competent jurisdiction that any term,
condition or provision hereof is void, voidable, or unenforceable for any reason
whatsoever, then such term, condition or provision shall be severed from this Agreement
and the remainder of the Agreement enforced in accordance with its terms.
IN WITNESS WHEREOF, the City and Strode Property Company have executed this
Agreement as of the /7 day of 2015.
THE CITY OF SOUTHLAKE
By: C...._, • ��
John Terrell, Mayor
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APPROVED AS TO FORM:
CITY ATTO'
SPC KIMBALL S, LT
By:
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EXHIBIT A
Southlake Boulevard
i Kimball Oaks
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Depiction of Improvements:
41,84 Ls-Bound VCS Decel Lane i 1 Q cu
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N 8 -inch Water Line g New Median Break ; 2
Village Center South
New Drive Connection
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Location TBD
Remove Drive Connection ° .,
Extend Median T
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EXHIBIT B
List of Improvements:
Village Center South $166,480 Public Assets
Southbound VCS Deceleration $35,533 Public Assets
Kimball Median Reconstruction $26,000 Public Assets
CISD Existing Drive demo $7,600 Public Assets
CISD New Drive $7,400 Public Assets
8 -inch Water Line $38,250 Public Assets
Actuated Crosswalk $20,000 Public. Assets
North 8' sidewalk $22,750 Public Assets
South 5' sidewalk $9,835 Public Assets
TOTAL 333,848
Sources of City incentive program participation:
Road Impact Fee $124,675
Water Impact Fee $38,250
Park Dedication Fee $34,167
TOTAL 197,092