HomeMy WebLinkAboutRes 2017-13-389 Q Seminole Agreement amendmentCITY OF ANNA, TEXAS
RESOLUTION NO. ,90 0 9
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA APPROVING AND
AUTHORIZING AN AMENDMENT TO A PROJECT AND RELATED INCENTIVE
AGREEMENT FOR NEW ECONOMIC DEVELOPMENT WITH Q SEMINOLE ANNA
TOWN CENTER, L.P., THE ANNA COMMUNITY DEVELOPMENT CORPORATION,
AND THE ANNA ECONOMIC DEVELOPMENT CORPORATION AND AUTHORIZING
THE DISBURSEMENT OF FUNDS UNDER SAID AGREEMENT
WHEREAS, the Anna Community Development Corporation (the "CDC") and the Anna
Economic Development Corporation ("EDC") previously approved a resolution that
authorized the disbursement of funds in support of an economic development project
(the "Project") that will create and retain new jobs, and that will result in new capital
investment within the corporate limits of the City of Anna, Texas ("City"); and
WHEREAS, there has been a change in the collection of Sales Tax revenue resulting in
a need for an amendment to recognize the reallocation of sales tax revenue and
remove the EDC's liability of payment; and
WHEREAS, the CDC and EDC have found that the Project will promote new or
expanded business development and that the expenditures of funds under the
Agreement are required or suitable for infrastructure and site improvements necessary
to promote or develop new or expanded business enterprises;
NOW THEREFORE, BE IT RESOLVED BY THE CITY OF ANNA CITY COUNCIL:
Section 1. Recitals Incorporated
The recitals set forth above are incorporated herein for all purposes as if set forth in full.
Section 2. Authority for Project, Agreement, and Expenditure
The City of Anna City Council hereby authorizes and approves the amendment to the
Project, and further authorizes the CDC and EDC's Board of Directors, subject to
approval of the form and content by the CDC and EDC's legal counsel, to enter into an
amended Incentive Agreement for New Economic Development with Q Seminole Anna
Town Center, L.P. ("Amendment") attached hereto as EXHIBIT A, incorporated herein
for all purposes. The City Council further authorizes the Mayor to execute said
Amendment to bind the City for the limited purposes expressly stated therein.
CITY COUNCIL OF ANNA, TEXAS RESOLUTION NOA10 '1 ;)?q PAGE 1 OF 2
PASSED AND APPROVED by the City Council of the City of Anna this /`"day of
2017.
APPROVED:
ATTEST:
Nate Oike, Mayor
OF
Carrie L. Smith, City 8ecretary �••
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CITY COUNCIL OF ANNA, TEXAS RESOLUTION NOM !-/-3-39, PAGE 2 OF 2
ANNA COMMUNITY DEVELOPMENT CORPORATION
RESOLUTION NO.�'& /7-/:1- L99 0 (Clk)
A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION
APPROVING AN AMENDMENT TO A PROJECT AND RELATED INCENTIVE
AGREEMENT FOR NEW ECONOMIC DEVELOPMENT WITH Q SEMINOLE ANNA
TOWN CENTER, L.P., ANNA COMMUNITY DEVELOPMENT CORPORATION, AND
ANNA ECONOMIC DEVELOPMENT CORPORATION
WHEREAS, the Anna Community Development Corporation (the "CDC") desires to
disburse funds in support of a Community development project that will create and retain
new jobs, and that has resulted in new capital investment within the corporate limits of
the City of Anna, Texas ("City"); and
WHEREAS, the CDC has found that the Project will promote new or expanded business
development and that the expenditures of CDC funds under the Agreement are required
or suitable for infrastructure and site improvements necessary to promote or develop new
or expanded business enterprises; and
WHEREAS, there has been a change in the collection of Sales Tax revenue resulting in
a need for an amendment to recognize the reallocation of sales tax revenue and remove
the EDC's liability of payment;
NOW, THEREFORE, BE IT RESOLVED BY THE ANNA COMMUNITY DEVELOPMENT
CORPORATION THAT;
Section 1. Recitals Incorporated
The recitals set forth above are incorporated herein for all purposes as if set forth in full.
Section 2. Approval of Project and Agreement
The CDC hereby approves the amendment to the Incentive Agreement for New
Community Development with Q Seminole Anna Town Center, L.P., the Anna Community
Development Corporation, and the Anna Economic Development Corporation
("Amendment") attached hereto as EXHIBIT A, incorporated herein for all purposes, and
authorizes the CDC President to execute same on its behalf, subject to approval as to
form by legal counsel for the CDC and final content by the CDC Chief Administrative
Officer, said Agreement to be effective upon approval by the City of Anna City Council
and as set forth in said Amendment.
Section 3. Approval of Funding
The CDC hereby authorizes the Chief Administrative Officer to disburse funds as a
reimbursement in accordance with the Agreement.
ANNA CDC RESOLUTION NO.,Q0n ^ /,) -,)-v (e {)C) PAGE 1 OF 2
a0t-7-_l3-?-QQ'qi
PASSED AND APPROVED by the Anna Community Development Corporation on this
. day of A)_2Gvxle4, 2017.
ATTEST:
A�,� ��,U �
�
��
Aloo Tutson
CDYPresident
APPROVED: J
I
Lauretta Blacketer
CDC Secretary
ANNA CDC RESOLUTION NO. A r7_1 -3- .20 (-,, QC
04 1-1 --13-38Q
PAGE 2 OF 2
ANNA ECONOMIC DEVELOPMENT CORPORATION
RESOLUTION NO. C 1-7 -
A RESOLUTION OF THE ANNA ECONOMIC DEVELOPMENT CORPORATION
APPROVING AN AMENDMENT TO A PROJECT AND RELATED INCENTIVE
AGREEMENT FOR NEW ECONOMIC DEVELOPMENT WITH Q SEMINOLE ANNA
TOWN CENTER, L.P., THE ANNA COMMUNITY DEVELOPMENT CORPORATION,
AND THE ANNA ECONOMIC DEVELOPMENT CORPORATION
WHEREAS, the EDC was party to an economic development agreement and the
attached amendment releases the EDC of all obligations clue to a change in sales tax
revenue collection;
NOW, THEREFORE, BE IT RESOLVED BY THE ANNA ECONOMIC DEVELOPMENT
CORPORATION THAT:
Section 1. Recitals Incorporated
The recitals set forth above are incorporated herein for all purposes as if set forth in full.
Section 2. Approval of Project and Agreement
The EDC hereby approves the amendment to the Incentive Agreement for New
Economic Development with Q Seminole Anna Town Center, L.P., the Anna Economic
Development Corporation, and the City of Anna ("Amendrnent") attached hereto as
EXHIBIT A, incorporated herein for all purposes, and authorizes the EDC President to
execute same on its behalf, subject to approval as to form by legal counsel for the EDC
and final content by the EDC Chief Administrative Officer, said Amendment to be effective
upon approval by the City of Anna City Council and as set forth in said Amendment.
PASSED AND APPROVED by the Anna Economic Development Corporation on this
J J day of 2017.
ATTES
Connie Stump y
EDC President
ANNA EDC
APPROVED:
lw
�L41aure Blacketer
EDC Secretary
RESOLUTION M-6 617-/x-97 (tb(
oto - �� - 3Xi
PAGE 1 OF 1
Exhiblt A
FIRST AMENDMENT TO INCENTIVE AGREEMENT FOR NEW ECONOMIC
DEVELOPMENT
This First Amendment to Incentive Agreement for New Economic Development
(this "Amendment") is entered into between and among the Anna Economic Development
Corporation, a Texas Type A development corporation ("AEDC"), the Anna Community
Development Corporation, a Texas Type B development corporation ("ACDC")
(collectively, the "Corporations"), and Q Seminole Anna Town Center, L.P., a Texas
limited partnership ("Developer"; together with the Corporations, the "Parties").
WHEREAS, the Corporations and Developer entered into that certain Incentive
Agreement for New Economic Development executed on or about April 16, 2015 (the
"Agreement'), relating to the development of the "Phase I Development" as defined
therein (capitalized terms not otherwise defined herein shall have the meaning set forth in
the Agreement);
WHEREAS, Developer completed the improvements comprising Phase I Development,
the Infrastructure Improvements, and the Public Improvements in accordance with the
terms of the Agreement and otherwise satisfied the conditions precedent under the
Agreement to Developer's receipt of payments from the Corporations under the
Agreement;
WHEREAS, the Walmart Store completed within the Phase I Development exceeded
170,000 square feet;
WHEREAS, on November 8, 2016, a majority of the qualified voters in the City approved
a ballot measure permitted under Chapter 504 of the Texas Local Government Code to
increase the sales and use tax imposed by ACDC to three-quarters of one percent and to
eliminate the sales and use tax imposed by AEDC effective as of April 1, 2017; and
WHEREAS, the Parties desire to modify the Agreement to (i) to memorialize the
satisfaction of the conditions precedent to Developer's receipt of the payments under the
Agreement; (ii) acknowledge that there will be no reduction in Project Funds or the
Combined Maximum Amount with respect to a reduction in floor space of the Walmart
Store; (iii) remove AEDC as a party to the Agreement; and (iv) revise the definition of
Project Funds to reflect the new sales and use tax rate imposed by ACDC as of April 1,
2017.
NOW, THEREFORE, in consideration of the covenants, promises, and conditions
stated in this Amendment, the AEDC, the ACDC, and Developer agree as follows:
Section 1. Effective Date.
FIRST AMENDMENT TO INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page I
4821-6051.2855v.1
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The Effective Date of this Amendment shall be the date that the last of the
following events have occurred: (1) the AEDC Board has duly resolved to enter into this
Amendment; (2) the ACDC Board has duly resolved to enter into this Amendment; (3)
the Parties to this Amendment have duly executed this Amendment; and (4) the City of
Anna, Texas City Council ("City Council") has duly adopted a resolution approving this
Amendment.
Section 2. AFDC Non -Party Status.
Effective as of April 1, 2017, AEDC shall have no obligations under the
Agreement other than to pay the portion of the Project Funds due to Developer under the
terms of the Agreement from sales and use tax revenue collected by AEDC prior to April
1, 2017. The Parties agree that upon the full discharge by AEDC of any obligations arising
or accruing under the Agreement prior to April 1, 2017, AEDC shall no longer be a party
to the Agreement and the Agreement shall be deemed terminated solely as to AEDC. For
clarification purposes, effective as of the Effective Date: (1) references to the
"Corporations" in the Agreement shall be deemed to solely include the ACDC; (2)
references to the "Parties" in the Agreement shall be deemed to exclude the AEDC; and
(3) notice shall not be required to be delivered to AEDC under the Agreement.
Section 3. Completion of the Phase I Development, Public Improvements, and
Infrastructure Improvements.
The Corporations hereby acknowledge and agree that the Developer has
completed the improvements comprising the Phase I Development, the Public
Improvements, and the Infrastructure Improvements and has satisfied all of the other
conditions precedent to receipt of payments under Section 5.01 of the Agreement.
Section 4. Amendment of Definition of Project Funds.
The definition of "Project Funds" in Section 3.03 of the Agreement is hereby
deleted in its entirety and replaced with the following:
"Project Funds" means a portion of the Sales and Use Tax that is actually received
by the ACDC as set forth below until the earlier of: (1) expiration of the term of the
Agreement; or (2) the date that the cumulative annual payments to the developer equal the
Combined Maximum Amount. For years one (1) through five (5) of the payment period
for the annual payments to be made to Developer under Section 5 of this Agreement
("Five -Year Payment Period"), Project Funds shall be an amount equivalent to 90% of
the Sales and Use Tax that is actually received by the ACDC during the Five -Year
Payment Period. For years six (6) through fifteen (15) of the payment period for the annual
payments to be made to Developer under Section 5 of this Agreement ("Ten -Year
Payment Period"), Project Funds shall be an amount equivalent to 80% of the Sales and
Use Tax that is actually received by the ACDC during the Ten -Year Payment Period.
FIRST AMENDMENT TO INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 2
4521-6051-2855v.1
Section 5. Amendment of Definition of Sales and Use Tax.
The definition of "Sales and Use Tax" in Section 3.03 of the Agreement is deleted
and replaced with the following:
"Sales and Use Tax" means the three-quarters of one percent sales and use tax
allocated to the ACDC and that is attributable to sales and use by Retailers in the Phase I
Development.
Section 6. Amendment of Section 5.01.
Section 5.01 of the Agreement is hereby deleted in its entirety and replaced with
the following:
5.01. Payment. To assist with the costs of the Public Improvements and
Infrastructure Improvements, and in consideration for the other obligations undertaken by
Developer in this Agreement, ACDC will make biannual (2 times a year) payments to
Developer during the term of this Agreement that when combined shall be equal to
$1,633,012 plus the Cost of Infrastructure Improvements plus the actual Cost of Traffic
Signal, up to a combined maximum not -to -exceed amount of $2,934,001 ("Combined
Maximum Amount'), subject to Section 5.05 and 5.06 of this Agreement. Said payments
will be funded solely from Project Funds, which the ACDC must deposit into and maintain
in one or more interest-bearing accounts until the biannual payment is due. At the time
that each payment is due, the full amount of Project Funds on deposit in said accounts
shall be paid to Developer. The first payment shall be due on or before the expiration of
30 days after the anniversary of the ACDCs first actual receipt of Sales and Use Tax.
Thereafter, payments of Project Funds are due and payable biannually on or before the
expiration of the same month during which said first payment was made.
Section 7. Deletion of Section 5.011.
Section 5.011 (Payment Reduction) is hereby deleted in its entirety.
Section 8. Amendment of Section 5.02.
Section 5.02 of the Agreement is deleted and replaced with the following:
5.02. Reallocation or Refund. If at any time the State Comptroller takes any
action that results in a Reallocation or Refund of Sales and Use Tax, the Parties agree to
reconcile the corresponding previous payments of Project Funds in the following manner
during the respective payment periods.
(a) During the Five -Year Payment Period:
FIRST AMENDMENT TO INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 3
4821-6051-2855v.1
,,?6 i�1--13-:3Yq
If the result is an increase of Sales and Use Tax to the ACDC, then
90% of such increase will be deemed to be Project Funds that are due
and payable to Developer within 30 days of the ACDC's actual receipt
of the revenue representing the increase.
ii. If the result is a decrease of Sales and Use Tax to the ACDC or if the
ACDC must refund any Sales and Use Tax, then 90% of such decrease
or refund will be deemed to be an amount owed to the ACDC by
Developer and such amount is due and payable within 30 days after the
ACDC has provided written notice to Developer that the ACDC has
incurred the decrease or made the refund; provided, however, the
ACDC, at its sole option, may—instead of requesting payment from
the Developer—subtract the amount of the decrease or refund from one
or more future annual payments of Project Funds that would otherwise
be due to be paid to Developer, and if the ACDC so opts, its will
provide written notice to Developer of its intent to do so.
(b) During the Ten -Year Payment Period:
i. If the result is an increase of Sales and Use Tax to the ACDC, then
80% of such increase will be deemed to be Project Funds that are due
and payable to Developer within 30 days of the ACDC's actual receipt
of the revenue representing the increase.
ii. If the result is a decrease of Sales and Use Tax to the ACDC or if the
ACDC must refund any Sales and Use Tax, then 80% of such decrease
or refund will be deemed to be an amount owed to the ACDC by
Developer and such amount is due and payable within 30 days after the
ACDC has provided written notice to Developer that the ACDC has
incurred the. decrease or made the refund; provided, however, the
ACDC, at its sole option, may—instead of requesting payment from
the Developer—subtract the amount of the decrease or refund from one
or more future annual payments of Project Funds that would otherwise
be due to be paid to Developer, and if the ACDC so opts, it will provide
written notice to Developer of its intent to do so.
Section 9. New Developer's Notice Address.
From and after the effective date of this Amendment the Corporations shall send
all notices statements and/or Vgyments that are to be sent to Developer under the
Agreement to the following addresses:
FIRST AMENDMENT TO INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 4
4821-6051-2855v.1
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Q Seminole Anna Town Center, L.P.
c/o Chief Partners, LP
8111 Westchester Drive, Suite 800
Dallas, Texas 75225
With a copy to:
Munsch Hardt Kopf & Harr, P.C,
500 N. Akard Street, Suite 3800
Dallas, Texas 75201
Attn: David Coligado
Section 10. Miscellaneous.
10.01 Sole A erg ement. All provisions of the Agreement that are not modified by
this Amendment shall continue to be binding on and inure to the benefit of the Parties to
it and their respective heirs, executors, administrators, legal representatives, successors,
and permitted assigns, and are hereby ratified in all respects. The Agreement, as amended
by this Amendment, constitutes the sole agreement between ACDC and Developer. Any
prior Agreements, promises, negotiations, or representations, verbal or otherwise, not
expressly stated in the Agreement, as amended by this Amendment are of no force and
effect.
10.02. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and the binding agreement of
each Party to the terms herein, but all of which together will constitute one and the same
instrument.
10.03. Recording. The parties agree that this Amendment shall not be recorded.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
FIRST AMENDMENT TO INCENTIVE AGREEMENT FOR NEW ECONOMIC DEVELOPMENT Page 5
4821-6051-2855v.1
EXECUTED BY THE PARTIES:
Q SEMINOLE ANNA TOWN CENTER, L.P., a Texas limited partnership
By: ANNA TC GP, LLC, its general partner
By:
William H. Vanderstraaten, its Manager
State of Texas
County of Collin
Before me, on this day personally appeared William H. Vanderstmaten, known to me to
be the person whose name is subscribed to the foregoing instrument and acknowledged
to me that he executed the same in his capacity as Manager of Anna TC GP, LLC,
general partner for Q Seminole Anna Town Center, L.P., for the purposes and
consideration therein expressed. ��LL
t'� (� ,
Given under my hand and seal of office this -qday of U.M.'&A 2017.
n
E. wY'P� LAURA S RICKMAN t
NOTARY PUBLIC
;1 I State of Texas Notary —State of �xas
,,,� of Comm. Exp. 10-27-2019
AMENDMENT POR NEN ECONOMIC DEVELOPMENT
4321-6051-2355v.1
4(91`7--13-Z Sq
ANNA ECONOMIC DEVELOPMENT CORPORATION,
a Texas Type A 6vblo it c •p r- i
By
Consta ce Ann Stump, Its reside►
State of Texas
County of Collin
Before me, on this day personally appeared Constance Ann Stump, known to me to be
the person whose name is subscribed to the foregoing instrument and acknowledged to
me that she executed the same in her capacity as President of Anna Economic
Development Corporation for the purposes and consideration therein expressed.
Given under my hand and seal of office this 2, " day of bltC±zl eA, 2017.
;isL�Y•'�4F:, LAURETTA KAY BLACKETER —
:•= My Notary ID # 129369379 otary — State of Texas
Expires April 1, 2021
AMENDMENT POR NEW ECONOMIC DEVELOPMENT
4821-6051-2855v. I
00/7-13--30
ANNA COMMUNITY DEVELOPMENT CORPORATION,
a Texas Type B developmei t corporation
By:
Alenzv vlt4-�scyi ' , its President
State of Texas
County of Collin
Before me, on this day personally appeared,3 , known to me to be
the person whose name is subscribed to the forego nstrument and acknowledged to
me that he executed the same in his capacity as President of Anna Economic
Development Corporation for the purposes and consideration therein expressed.
Given under my hand and seal of office this day of L)(-).c� �, 1;1a; 2017.
?P P` LAURETTA KAY BLA
CKETER
ry My Notary ID # 129369379
Expires April 1. 2021
AMENDMENTFOR NEW ECONOMIC DEVELOPMENT
4521-6051-2355v. I
020['7 —/3-3
No ry — State of Texas