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Item 4BCITY OF SOUTHLAKE ITEM 413 MEMORANDUM (March 3, 2015) To: Shana Yelverton, City Manager From: Shannon Hamons, CEcD, Director of Economic Development and Tourism Subject: Item 4.13: Resolution 15-015, a resolution of the City of Southlake, Texas, approving the terms and conditions of a 380 agreement amendment to promote economic development and stimulate commercial activity in the city with Excel Southlake I LP (Park Village) Action Requested: Approve Resolution 15-015 as noted above Background Information: The purpose of this item is to approve Amendment One to an existing 380 economic incentive agreement with Excel Southlake I LP. The original 380 agreement approved on March 4, 2014 stipulates program payments for the development of the Park Village retail center. This is the center at the southwest corner of Southlake Boulevard and South Carroll Avenue where REI and Fresh Market are located. You may recall that this item was discussed with City Council in its Executive Session of February 18, 2015 at which time direction for proceeding was provided. The original 380 incentive agreement outlines program payments to the developer for the construction of the corner fountain and reimbursements for roadway improvements to Carroll Avenue, Zena Rucker Road, Tower Boulevard and traffic signal installation. The fountain is being constructed now but all roadway improvements have been completed and accepted by Public Works. The original 2014 agreement stated that in order for the developer to be eligible for program payments, 150,000 square feet of retail space had to be completed and occupied by November 1, 2014. However, due to delays in refining plans and material and labor shortages during construction, only 109,000 square feet were occupied as of November 1, 2014. Therefore, the developer has requested an amendment to the agreement providing for a date of May 1, 2015 for having at least 150,000 square feet occupied. As of today's date, more than 168,000 square feet is under roof but it is not all occupied. It is estimated that more than 170,000 square feet will be occupied by May 1, 2015. Financial Considerations: The original agreement provided for $1,178,118 in program payments. These payments would be paid from 50% of the general fund sales taxes and 50% of the ad valorem taxes. It is expected to take approximately five years to fulfill the program payments, of which, approximately $516,000 is for the corner fountain and approximately $622,000 is for reimbursement for roadway and signal work. Strategic Link: This item is related to the City's strategy through: CBO1 - Continue to implement Southlake 2030 Plan by focusing on short-term initiatives. CBO5 — Optimize resources through collaboration and partnerships to reduce costs and add service value C2 — Provide travel convenience within the City and region 132 — Collaborate with select partners to implement service solutions F2 — Invest to provide & maintain high quality public assets Citizen Input/ Board Review: None Legal Review: Agreement and resolution review completed by TOASE Alternatives: 1. Approve the Resolution as submitted 2. Approve the Resolution with amendments 3. Take no action on the Resolution. Supporting Documents: - Corresponding 380 Agreement Amendment with Excel Southlake I, LP - Resolution 15-015 Staff Recommendation: Approve Resolution 15-015 as submitted. Staff Contact: Shannon Hamons, Director of Economic Development & Tourism RESOLUTION NO. No. 15-015 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 EXCEL SOUTHLAKE I LP, 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 March 4, 2014 the City Council approved a Chapter 380 Agreement (the "Agreement") by and between the City and Excel Southlake I LP, a Texas Limited Partnership, to promote economic development and stimulate business and commercial activity in the City; and WHEREAS, On March 3, 2015 the City Council has been presented with a proposed Agreement —Amendment One by and between the City of Southlake and Excel Southlake I LP, a copy of which is attached hereto as Exhibit "A" and incorporated herein by reference (hereinafter called the "Amendment One"); and WHEREAS, upon full review and consideration of the Amendment and all matters attendant and related thereto, the City Council is of the opinion that the Amendment 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 an amendment to the economic development program whereby the City of Southlake will make economic development program payments to Excel Southlake I LP and take other specified actions, in accordance with the terms outlined in the Amendment and Amendment One. SECTION 3. The terms and conditions of the 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 the Agreement. SECTION 5. This Resolution shall become effective from and after its passage. PASSED AND APPROVED this the 3rd day of March, 2015 John Terrell, Mayor ATTEST: Lori Payne, TRMC City Secretary AMENDMENT ONE TO ECONOMIC DEVELOPMENT AGREEMENT PARK VILLAGE THIS FIRST AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENT ("Amendment One") is executed between the City of Southlake, Texas (the "City") and Excel Southlake I L.P., a Delaware limited partnership ("Excel"). City and Excel are sometimes hereinafter referred to collectively as the "parties" or individually as a "party." RECITALS WHEREAS, on March 4, 2014, the City adopted Resolution No. 14-003 (the "Resolution") establishing an Economic Development Program pursuant to Chapter 380 of the Texas Local Government Code ("Program") and authorizing the Economic Development Agreement between the parties (the "Agreement")- and WHEREAS, Excel and the City wish to amend the Agreement to extend Excel's substantial completion deadline for the Minimum Construction Requirements; and WHEREAS, the City Council finds that Excel has made has made substantial progress towards the completion of the Minimum Construction Requirements; and WHEREAS, the City Council finds and determines that this Amendment One will effectuate the purposes set forth in the Program and Excel's performance of its obligations in the Agreement. AGREEMENT 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. Section 4.B.ii of the Agreement is hereby amended by extending the Substantial Completion date of November 1, 2014 to May 1, 2015. 3. All other terms and conditions of the Agreement, with the exception of the terms modified by this Amendment One, shall remain in full force and effect. IN WITNESS WHEREOF, the City and Excel have executed this Amendment One as of the day of )2015. ATTEST: Lori Payne, TRMC City Secretary CITY: THE CITY OF SOUTHLAKE, TEXAS John Terrell, Mayor EXCEL: EXCEL SOUTHLAKE I L.P., a Delaware limited partnership By: Excel Southlake LLC, a Delaware limited liability company, its general partner Name: Title: