Item 4CCITY OF
SOUTHLAKE
To:
From:
MEMORANDUM
March 3, 2015
ITEM 4C
Shana Yelverton, City Manager
Shannon Hamons, Director of Economic Development &
Tourism
Subject: Item 4.C: Approve Resolution No. 15-016, 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 Amendment Two with Hines Southlake Land Limited
Partnership, a Texas limited partnership, for such purposes; and
providing an effective date.
Action
Requested: Approve Resolution 15-016 as noted above.
Background
Information: In October 2007, Hines Southlake Land Limited Partnership
("Hines") acquired approximately 285 acres along the north
side of S.H. 114 between White Chapel and Carroll Avenue
for the Carillon mixed -use development. They began their
entitlement applications and processing in mid-2008 and
received City Council approval in November 2008. On
August 17, 2010, the City of Southlake entered into a
Chapter 380 Incentive agreement ("Agreement") with Hines
via adoption of Resolution 10-014.
This Agreement outlined terms for performance -based
incentives for the construction of area roadways and other
amenities. These incentives included the use of General
Fund revenues generated by the development from 50% of
Ad Valorem taxes and Sales taxes from the 1 % that goes to
General fund. All incentives are capped not to exceed 10
years.
On May 6, 2014, The City approved Amendment One to the
original 380 agreement to include adjust the language
related to the construction of parking garages and extending
the construction commencement date to June 30, 2016 and
substantial completion date to June 30, 2018.
Additionally, the original agreement tied reimbursement of
Roadway Impact Fees to the substantial completion date
and Amendment One altered that provision to provide for
reimbursement of collected Roadway Impact Fees without
the connection to the substantial completion date. This
alteration was approved since Hines had completed the
majority of Kirkwood Boulevard and the Roadway Impact
Fees generated by the development were stipulated to be
utilized as a grant towards a portion of their cost of the
roadway's construction.
Hines requested in January, 2014 reimbursement of
Roadway Impact Fees for the Kirkwood Boulevard
construction work. However, upon inspection of the roadway
by Public Works, it was determined that approximately 620
feet of the southeast portion of the boulevard had not been
completed to the lake area as required in the original 380
agreement. Furthermore, Public Works has indicated that
this portion of the roadway is not needed at this time
because it would remain unused until the City builds culverts
at the lake and the remainder of Kirkwood Boulevard to the
southeast of the lake.
Because of this, Hines has proposed that they construct one
of the culverts at the lake to facilitate a walking path around
the water to be enjoyed by residents. In exchange for Hines
building the culvert, the City would assume the construction
of the remaining 620 feet of Kirkwood to the lake. This
remaining portion of Kirkwood would be completed at a
future date when the City deems it necessary to complete
the boulevard further southeast of the lake area.
Financial
Considerations: The cost for Hines to complete one of the culverts at the lake to
facilitate the walking path (also Hines responsibility) is estimated at
$492,780. The estimated cost of completing the remaining leg of
Kirkwood Boulevard to the lake is $483,514. By assuming
responsibility for the roadway as opposed to the first culvert, the
City would realize a savings of more than $9,000.
Strategic Link: C2: Provide travel convenience with the City & Region
C3: Provide attractive & unique spaces for enjoyment and personal
interests
132: Collaborate with select partners to implement service solutions
F2: Invest to provide & maintain high quality public assets
CB01: Continue to implement Southlake 2030 Plan by focusing on
short-term initiatives
Carillon - 380 Agreement - Amendment Two - 2015-03-03 - Page 2 of 9
CBO5 : Optimize resources through collaboration and partnerships
to reduce costs and add service value
Citizen Input/
Board Review: Not applicable
Legal Review: The City Attorney's office has been involved in the preparation of
these documents.
Alternatives: 1. Approve the Resolution as submitted
2. Approve the Resolution with amendments
3. Take no action on the Resolution.
Supporting
Documents: Resolution 15-016 with accompanying agreement
Staff
Recommendation: Approve Resolution 15-016 as submitted.
Carillon - 380 Agreement - Amendment Two - 2015-03-03 - Page 3 of 9
RESOLUTION NO. 15-016
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 AMENDMENT TWO
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, On May 6, 2014 the City Council approved a Chapter 380
Agreement amendment (Amendment One) 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 Two 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 Two"); and
WHEREAS, upon full review and consideration of Amendment Two and all
matters attendant and related thereto, the City Council is of the opinion that
Amendment Two 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:
Carillon - 380 Agreement - Amendment Two - 2015-03-03 - Page 4 of 9
SECTION 1.
The City Council finds that the terms of Amendment Two 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 Two.
SECTION 3.
The terms and conditions of Amendment Two, 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 Two 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 3rd day of March, 2015
John Terrell, Mayor
ATTEST:
Lori Payne, TRMC
City Secretary
Carillon - 380 Agreement - Amendment Two - 2015-03-03 - Page 5 of 9
AMENDMENT TWO
TO ECONOMIC DEVELOPMENT AGREEMENT
CARILLON
THIS AMENDMENT TWO TO ECONOMIC DEVELOPMENT
AGREEMENT ("Amendment Two") is executed between the City of Southlake,
Texas (the "City") 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
Chapter 380 of the Texas Local Government Code ("Program") and authorizing
the Economic Development Agreement between the parties (the "Agreement");
and
WHEREAS, on May 6, 2014, the parties entered into an Amendment One
which amended the Agreement and set forth additional obligations of the parties;
and
WHEREAS, under the terms of the Agreement, Hines is obligated to
construct Kirkwood Blvd. from White Chapel Blvd. southeasterly to the north end
of a bridge or multiple -culvert crossing ("Culvert") of Dove Creek at the southern
end of the Property in accordance with the Phasing Plan submitted by Hines
during the zoning approvals and as agreed to by the parties in Developer's
Agreements; and
WHEREAS, Hines has completed a majority of Kirkwood Blvd. to a point
approximately 620 feet northwest of the Culvert; and
WHEREAS, the parties wish to further amend the Agreement so that
Hines is obligated to only construct a portion of the Culvert and to release Hines
from its obligation to finish the extension of Kirkwood Blvd. to the north end of
said Culvert; and
WHEREAS, the City Council finds and determines that this Amendment
Two will effectuate the purposes set forth in the Program and Hines' 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:
Carillon - 380 Agreement - Amendment Two - 2015-03-03 - Page 6 of 9
1. Unless otherwise defined herein, the terms used in this Amendment
Two shall have the same meaning as given to such terms in the
Agreement.
2. The Agreement is amended by adding an Exhibit D, which is
attached to this Amendment Two.
3. Section 4.G of the Agreement is amended to read as follows:
"G. Kirkwood Blvd.: Hines has constructed Kirkwood Blvd. as a full -
width four -lane divided roadway from White Chapel Blvd.
southeasterly to a point approximately 620 feet northwest of a
bridge or multiple -culvert crossing ("Culvert") of Dove Creek at the
southern end of the Property in accordance with the Phasing Plan
submitted by Hines during the zoning approvals and as agreed by
the parties in Developer's Agreements. No later than March 30,
2016, Hines agrees to construct a portion of the Culvert, the
location of which is shown on the attached Exhibit D, so as to allow
pedestrian access and connection of adjacent walking trails. The
Culvert must be designed and constructed in compliance with all
City regulations and to the satisfaction of the City's Department of
Public Works.
ROW Dedication: As a part of normal platting requirements,
unless otherwise agreed to by both parties, Hines shall
dedicate right-of-way to the City for adequate for full width
lane construction, and any right-of-way required for turn
lanes to serve the Property at no cost to the City. Hines will
also dedicate property to the City for any area on which the
Culvert is located.
ii. Landscape Median Maintenance: Hines shall be responsible
for the on -going maintenance of all medians in Kirkwood
Blvd. to a standard acceptable to the City."
4. All other terms and conditions of the Agreement, with the exception
of the terms modified by this Amendment Two, shall remain in full
force and effect.
IN WITNESS WHEREOF, the City and Hines have executed this
Amendment Two as of the day of , 2015.
CITY:
Carillon - 380 Agreement - Amendment Two - 2015-03-03 - Page 7 of 9
ATTEST:
Lori Payne, TRMC
City Secretary
THE CITY OF SOUTHLAKE, TEXAS
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 General Partner
By:
Name: Mark Cover
Title: Executive VP
Carillon - 380 Agreement - Amendment Two - 2015-03-03 - Page 8 of 9
it
Exhibit D
--------------------� -
PHASE IA
I
EE^MVIE H MN^7 � PHASE 4A a .
OHM
VIVO MOR _ Hines is now
"sTTTTIITT:T. L., ` .� -' y4 responsible for
LHines is no longer constructing one of
responsible for completion two culvert
of 620 remaining feet of
:j
-` components at lake to
Kirkwood Boulevard. The -' �' design specifications
City will complete at a future - approved and
date accepted by Public
t Works
(PHASE SC —!
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Carillon - 380 Agreement - Amendment Two - 2015-03-03 - Page 9 of 9
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