HomeMy WebLinkAboutResolution No. 2014-048CITY OF THE COLONY, TEXAS
RESOLUTION NO. 2014-048
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE
COLONY, TEXAS APPROVING A CONSENT TO ASSIGNMENT AND
AGREEMENT AND RELATED DOCUMENTS BY AND BETWEEN THE
CITY OF THE COLONY, TEXAS AND WESTERN ALLIANCE BANK
REGARDING THE ASSIGNMENT OF A DEVELOPER'S AGREEMENT
AND FIRST AMENDMENT TO DEVELOPER'S AGREEMENT
REGARDING PD -23; PROVIDING A SEVERABILITY CLAUSE; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City Council of the City of The Colony, Texas hereby authorizes the
Mayor of City of The Colony, Texas to enter into a Consent to Assignment and Agreement,
Consent to Assignment of Developer's Agreement (PD 23), Irrevocable Payment Instructions
(PD 23), and related documents by and between the City of The Colony, Texas and Western
Alliance Bank, a copy of which is attached hereto as Exhibit A.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF THE COLONY, TEXAS, THAT:
SECTION 1. The findings set forth above are incorporated into the body of this
Resolution as if fully set forth herein.
SECTION 2. The City Council hereby approves the Consent to Assignment and
Agreement, Consent to Assignment of Developer's Agreement (PD 23), Irrevocable Payment
Instructions (PD 23), and related documents, a copy of which are attached hereto as Exhibit A
and is incorporated herein for all purposes.
SECTION 3. If any section, article paragraph, sentence, clause, phrase or word in this
Resolution, or application thereto to any persons or circumstances, is held invalid or
unconstitutional by a Court of competent jurisdiction, such holding shall not affect the validity of
the remaining portions of this Resolution; and the Board hereby declare it would have passed such
remaining portions of this Resolution despite such invalidity, which remaining portions shall
remain in full force and effect.
SECTION 4. This Resolution shall become effective immediately upon passage.
PASSED AND APPROVED THIS THE 15TH DAY OF JULY, 2014.
Mayor
ATTEST:
Christie Wilson, City Secretary
APPROVED AS TO FORM:
Jeff Moore,`Vity Attorney
SEAL
1
.may•• �
TEX Ag
Exhibit A
COLLATERAL ASSIGNMENT OF RIGHTS UNDER
DEVELOPER'S AGREEMENT (PD 23)
THIS COLLATERAL ASSIGNMENT OF RIGHTS UNDER DEVELOPER'S
AGREEMENT (PD 23) ("Assignment") is entered into as of July L4�-, 2014, by and between
TP TIF, LLC, a Texas limited liability company ("Assignor"), and WESTERN ALLIANCE
BANK, an Arizona corporation ("Lender"). This Assignment is made with respect to the
following facts:
RECITALS
A. Lender is the owner and holder of that certain Secured Promissory Note dated of
even date herewith in the original principal amount of up to Fourteen Million and No/100
Dollars ($14,000,000.00) (the "Note"), made by Assignor, as borrower, payable to the order of
Lender evidencing a loan (the "Loan") made in accordance with the terms of the Loan
Agreement dated of even date herewith between Assignor and Lender (the "Loan Agreement").
Assignor's obligations under the Note and the Loan Agreement are secured by, among other
instruments, this Assignment. The Note, the Loan Agreement, this Assignment, and all other
documents evidencing and/or securing the indebtedness evidenced by the Note and the other
obligations of Assignor as set forth in the Loan Agreement (the "Obligations"), and all past,
present or future amendments, modifications, extensions, replacements, or renewals thereof) are
hereinafter referred to as the "Loan Documents". Initially capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the Loan Agreement.
B. The CITY OF THE COLONY, a home rule city and political subdivision of the
State of Texas organized pursuant to Article XI, Section 5 of the Constitution of the State of
Texas (the "City"), and Wynnwood Peninsula Partners, L.P., a Texas limited partnership
("WPP"), entered into that certain Developer's Agreement between City of the Colony and
Wynnwood Peninsula Partners, L.P. dated March 20, 2008, as amended by that certain First
Amendment to the Developer's Agreement between City of the Colony and Wynnwood
Peninsula Partners, L.P. dated July 6, 2009 (collectively, the "Developer's Agreement") relating
to the property described therein (the "Property"). WPP assigned its interest in the Developer's
Agreement to Tribute Partners, L.P., a Texas limited partnership ("Tribute Partners"), pursuant
to that certain Assignment of Contracts and Agreements dated June 30, 2010 (the "WPP
Assignment"). Tribute Partners subsequently assigned its interest in the Developer's Agreement
to Assignor pursuant to that certain Assignment of Developer's Agreement (PD 23) dated as of
July 15, 2014 (the "Tribute Assignment"). Neither the Developer's Agreement nor a
memorandum thereof has been recorded in the real property records of Denton County, Texas.
C. As one of the conditions to agreeing to make the Loan to Assignor, the Lender has
required, and Assignor has agreed, to collaterally assign, pledge and grant to Lender a lien on
and security interest in all of the right, title and interest of Assignor in and to the obligations of
the City to make payments to Assignor pursuant to Section 2.7(ii) of the Developer's Agreement.
NOW, THEREFORE, for good and valuable consideration, receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
19223633.6
1. RECITALS INCORPORATED. The foregoing Recitals are hereby
incorporated by this reference into this Assignment as though fully set forth herein. Initially
capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in
the Loan Agreement.
2. GRANT OF SECURITY INTEREST; NO OTHER ASSIGNMENTS. As
additional security for the payment and performance of the Loan and the other Obligations of
Assignor to Lender, Assignor hereby collaterally assigns, pledges, and grants a security interest
in all of Assignor's right, title and interest in and to the obligation of the City to annually (on
March I of each year) grant to the Assignor an amount of money equal to fifty percent (50%) of
the real property ad valorem taxes collected by the City as ad valorem taxes on real estate within
the Property during the period specified in the Developer's Agreement, and all other economic
incentives and benefits of Assignor under Section 2.7(ii) of the Developer's Agreement
(collectively, the "Tax Sharing Payments") to Lender, and its successors and assigns. Assignor
agrees not to further assign or otherwise encumber its interest in the Developer's Agreement or
the Tax Sharing Payments so long as this Assignment is in effect. This Assignment shall remain
in effect until the Obligations have been repaid in full.
3. REPRESENTATIONS. Assignor hereby represents and warrants to the Lender,
with the understanding that Lender will rely thereon in making the Loan, that:
(a) Assignor has the exclusive and entire claim to the Tax Sharing Payments;
(b) Except for the WPP Assignment, the Tribute Assignment and this
Assignment, there has been no collateral or absolute assignment of the Developer's
Agreement or the Tax Sharing Payments;
(c) Except as specified above, the Developer's Agreement has not been
modified or amended as of the date hereof;
(d) Neither Assignor nor the City is in default of its obligations under the
Developer's Agreement;
(e) The execution, delivery and performance of the Developer's Agreement by
WPP was duly authorized by all necessary action on the part of WPP and did not conflict
with or result in a violation of the laws of the State of Texas, the County of Denton,
Texas, or the City;
(f) The Developer's Agreement is in full force and effect and is a legal, valid
and binding obligation of the Assignor, enforceable against the Assignor in accordance
with its terms;
(g) At the date hereof, the Assignor has no counterclaim, right of set-off,
defense or like right against the City under the Developer's Agreement;
(h) The Developer's Agreement is a contract entered into by the City in
consideration for the goods and services to be provided to the City by the Assignor
pursuant to the Developer's Agreement, including the construction of the public
19223633.6 2
improvements described in the Developer's Agreement and the conveyance of such
public improvements or portions thereof to the City;
(i) The execution, delivery and performance of this Assignment by the
Assignor has been duly authorized by all necessary action on the part of the Assignor,
and does not conflict with or result in a violation of the laws of the State of Texas, the
County of Denton, Texas, or the City;
0) This Assignment is a legal, valid and binding obligation of the Assignor,
enforceable against the Assignor in accordance with its terms; and
(k) At the date hereof, the Assignor has no counterclaim, right of set-off,
defense or like right against Lender under this Assignment or any of the other Loan
Documents.
4. NO ASSUMPTION. This Assignment is intended to be a collateral assignment
not an absolute assignment. Lender shall not be deemed to assume any of Assignor's obligations
or duties under or in connection with the Developer's Agreement by virtue of this Assignment,
including, without limitation, after any exercise by Lender of its rights and remedies hereunder
such as the foreclosure of the security interests granted herein. Assignor shall punctually
perform or cause to be performed all covenants and obligations of the "Developer" under the
Developer's Agreement.
5. EVENT OF DEFAULT. Without limiting Lender's rights and powers
hereunder, from and after the time of the occurrence of an Event of Default, Lender may, in its
sole discretion, exercise all rights of Assignor to the Tax Sharing Payments, specifically
including the right to retain, use and enjoy the same, or to sell, assign or transfer the same (with
appropriate governmental consents, where necessary) in connection with the enforcement of its
rights and remedies under the Loan Documents. ASSIGNOR HEREBY IRREVOCABLY
CONSTITUTES AND APPOINTS LENDER AS ITS ATTORNEY-IN-FACT TO DEMAND,
RECEIVE AND ENFORCE ASSIGNOR'S RIGHTS WITH RESPECT TO THE TAX
SHARING PAYMENTS, TO GIVE APPROPRIATE RECEIPTS, RELEASES AND
SATISFACTIONS FOR AND ON BEHALF OF ASSIGNOR AND TO DO ANY AND ALL
ACTS IN THE NAME OF ASSIGNOR OR IN THE NAME OF LENDER, WITH THE SAME
EFFECT AS IF DONE BY ASSIGNOR HAD THIS ASSIGNMENT NOT BEEN MADE. The
foregoing power of attorney is coupled with an interest and is therefore irrevocable until the
Obligations are repaid in full. Any such amounts received by Lender under this Paragraph 5
shall be applied to the Obligations.
6. APPLICABLE LAW. This Assignment shall be governed by and interpreted
under the laws of the State of Texas (without regard to conflict of laws principles).
7. SUCCESSORS AND ASSIGNS. This Assignment and the rights hereunder are
assignable by Lender, in whole or in part, and when so assigned, Assignor shall be bound as
above to the transferees to the extent of such assignment. This Assignment shall bind the heirs
and personal representatives and successors and assigns, as applicable, of Assignor, and shall
inure to the benefit of Lender and its successors and assigns.
19223633.6 3
8. AMENDMENTS. Neither this Assignment nor any provision hereof may be
amended, modified, revoked, waived, discharged or terminated except by an instrument in
writing duly signed by or on behalf of Lender and Assignor. So long as the Assignment remains
in effect, the Developer's Agreement will not be amended or terminated by Assignor, including
as a result of an event described in Section 2.28(1) of the Developer's Agreement, and Assignor
shall not waive compliance by the City with Section 2.7(ii) of the Developer's Agreement, in
each case without the prior written consent of Lender, such consent not to be unreasonably
withheld or delayed.
9. NO WAIVER; RIGHTS CUMULATIVE. No delay or failure by Lender to
exercise any right or remedy against Assignor hereunder or any other Security Document shall
be construed as a waiver thereof. All of Lender's rights hereunder, are cumulative and not
exclusive.
10. SEVERABILITY. In the event that any right of Lender hereunder shall be held
to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not
affect any other right granted hereby.
11. MISCELLANEOUS. All words used herein in the singular shall be deemed to
have been used in the plural and all words used herein in the plural shall be deemed to have been
used in the singular where the context and construction so require. The word "person" as used
herein shall include any individual, company, firm, association, partnership, corporation, trust or
other legal entity of any kind whatsoever, The item "or" is not exclusive. The use of the
pronouns "he," "she," or "it" shall also be deemed to refer to the pronouns This," "her," "they" or
"their," as applicable. The section headings in this Assignment are for convenience of reference
only and shall not limit or otherwise affect the provisions of this Assignment.
12. FURTHER ASSURANCES. Assignor agrees, at its expense and without
expense to Lender, to do such further acts and to execute and deliver such additional documents
as Lender from time to time reasonably requires to assure and confirm all the rights of Lender
created hereby or intended now or hereafter to be, or to carry out the intention of or facilitate the
performance of the terms of this Assignment.
13. NOTICES. Any notice, consent, request, demand or other communication
required or permitted to be given under this Assignment or any other Loan Document to either
Lender or Assignor shall be given to the addresses and in the manner prescribed by the Loan
Agreement.
14. COUNTERPARTS. This Assignment may be executed in any number of
separate counterparts, each of which when so executed, shall be deemed an original, and all of
said counterparts taken together shall be deemed to constitute but one of the same instrument.
[Signature Page Follows.]
19223633.6 4
IN WITNESS WHEREOF, the undersigned have executed this Assignment as of the date
first above written.
ASSIGNOR:
TP TIF, LLC, a Texas limited liability company
By: TP Venture Holdings, LP, a Texas limited partnership, its
Manager
By: Wynnwood Peninsula Partners GP, LLC, a Texas
limited liability company, its General Partner
By: Matthews Holdings Southwest Inc., a Texas
corporation, its Manager
Name: 1jy4}t--}tytnS
Title: V.
LENDER:
WESTERN ALLIANCE BANK, an Arizona banking corporation
Ey:
Name: WK grn-
Title: 57y'P
19223633.6 5
CONSENT TO ASSIGNMENT AND AGREEMENT
This Consent to Assignment and Agreement (this "Consent") is made by the CITY OF
THE COLONY, a home rule city and political subdivision of the State of Texas organized
pursuant to Article XI, Section 5 of the Constitution of the State of Texas (the "City"), for the
benefit of WESTERN ALLIANCE BANK, an Arizona corporation ("Lender").
1. Without prejudice to the City's rights to demand performance of obligations of
"Assignor" (as defined in the Assignment, defined below) to the City under the "Developer's
Agreement" (as defined in the Assignment), the City hereby consents to (i) the WPP
Assignment (as defined in the Assignment), (ii) the Tribute Assignment (as defined in the
Assignment), and (iii) the collateral assignment, pledge, and grant of a security interest in all
right, title and interest of Assignor in and to the obligation of the City to annually (on March 1 of
each year) grant to the Assignor an amount of money equal to fifty percent (50%) of the real
property ad valorem taxes collected by the City as ad valorem taxes on real estate within the
Property (as defined in the Developer's Agreement) during the period specified in the
Developer's Agreement, and all other economic incentives and benefits of Assignor under
Section 2.7(ii) of the Developer's Agreement (collectively, the "Tax Sharing Payments"), to
Lender, and its successors and assigns, all as set forth in that certain Collateral Assignment of
Rights Under Developer's Agreement (PD 23) dated as of July i5, 2014 (the "Assignment").
2. The City represents and warrants to Lender, with the understanding that Lender
will rely thereon in making the Loan to Assignor, that:
(a) Except as specified above, the Developer's Agreement has not been
modified or amended as of the date hereof;
(b) Neither Assignor nor the City is in default of its obligations under the
Developer's Agreement;
(c) The execution, delivery and performance of the Developer's Agreement by
the City was duly authorized by all necessary action on the part of the City and does not
conflict with or result in a violation of the laws of the State of Texas, the County of
Denton, Texas, or the City;
(d) The Developer's Agreement is in full force and effect and is a legal, valid
and binding obligation of the City, enforceable against the City in accordance with its
terms, including, without limitation, the obligation of the City to make the Tax Sharing
Payments to Assignor as provided in the Developer's Agreement;
(e) At the date hereof, the City has no counterclaim, right of set-off, defense
or like right against Assignor under the Developer's Agreement;
(f) The Developer's Agreement is a contract entered into by the City in
consideration for the goods and services to be provided to the City by the Assignor
pursuant to the Developer's Agreement, including the construction of the public
19223633.6 6
improvements described in the Developer's Agreement and the conveyance of such
public improvements or portions thereof to the City;
(g) The City has not received notice that Assignor has assigned the
Developer's Agreement or Assignor's right to receive the Tax Sharing Payments or any
other economic incentives or benefits of Assignor under the Developer's Agreement to
any person other than Lender;
(h) The execution, delivery and performance of this Consent by the City has
been duly authorized by all necessary action on the part of the City, including by
Resolution ,0 1 - A I g of the City Council of the City which, among other
provisions, ratifies and approves the WPP Assignment, the Tribute Assignment and the
Assignment, and does not conflict with or result in a violation of the laws of the State of
Texas, the County of Denton, Texas, or the City;
(i) The City confirms that the approximately 48.77 acre parcel referred to as
"Parcel 2" in the First Amendment to the Developer's Agreement was annexed by the
City on J 9 3A. 0at q , 2061. Therefore, the final Tax Sharing Payment with
respect to the approximately 114.99 acre Parcels referred to in the First Amendment will
be made not later than March 1, 20k,(",
0) This Consent is a legal, valid and binding obligation of the City,
enforceable against the City in accordance with its terms; and
(k) At the date hereof, the City has no counterclaim, right of set-off, defense
or like right against Lender under the Assignment or this Consent.
3. So long as the Assignment remains in effect, the Developer's Agreement will not
be amended or voluntarily terminated by the City, including as a result of an event described in
Section 2.28(1) of the Developer's Agreement, without the prior written consent of Lender, such
consent not to be unreasonably withheld or delayed. The City acknowledges and agrees that, so
long as the Assignment remains in effect, the remedies provided in Section 2.29 of the
Developer's Agreement are adequate for the realization by the City of the benefits intended to be
conferred on the City by the Developer's Agreement. The City shall provide written notice to
Lender of any alleged breach by Assignor of its obligations under the Developer's Agreement at
the same time notice of such alleged breach is provided to Assignor pursuant to Section 2.28 or
Section 2.29 of the Developer's Agreement, by certified mail or overnight delivery service at the
following address: Western Alliance Bank, One East Washington Street, 14th Floor, Phoenix,
Arizona 85004, Attention: Paul D. Engler. In no event shall the City seek to recapture from
Lender any Tax Sharing Payments delivered to Lender pursuant to the Assignment.
4. The City is entering into this Consent in consideration of services to be provided
for the benefit of the City by Lender pursuant to the Loan Agreement, which provides for Lender
to make and service the Loan to Assignor, the proceeds of which will be used by Assignor to
construct the "TIF Projects" (as defined in the Reimbursement Agreement, defined below) and
to then convey certain TIF Projects to the City pursuant to the Reimbursement Agreement for
Tax Increment Reinvestment Zone Number Two, City of The Colony, Texas dated April 15,
19223633.6 7
2014, among the City, the Board of Directors of the Reinvestment Zone Number Two, City of
The Colony, Texas, and Assignor, as successor by assignment from Tribute Partners, L.P., a
Texas limited partnership (the "Reimbursement Agreement").
5. This Consent shall bind and inure to the benefit of the successors, assigns, legal
and personal representatives, executors, administrators, heirs and other transferees of the parties
hereto.
6. In the event that any right of Lender hereunder shall be held to be invalid, illegal
or unenforceable, such invalidity, illegality or unenforceability shall not affect any other right
granted hereby.
7. This Consent may be executed in any number of separate counterparts, each of
which when so executed, shall be deemed an original, and all of said counterparts taken together
shall be deemed to constitute but one of the same instrument.
[Signature Page Follows.]
19223633.6
CITY OF THE COLONY, a home rule city and
political subdivision of the State of Texas organized
pursuant to Article XI, Section 5 of the Constitution
of the State of Texas
MR
ATTEST:
e
By:
Christie Wilson, City Secretary
APPROVED AS TO FORM
19223633.6 9
Ybe Y Mc(?' ray, Mayor
Jul iJ 2014
IRREVOCABLE PAYMENT INSTRUCTION (PD 23)
THIS IRREVOCABLE PAYMENT INSTRUCTION (PD 23) (this "Instruction") is
made as of July J, 2014, by TP TIF, LLC, a Texas limited liability company (the
"Developer"), to the CITY OF THE COLONY, a home rule city and political subdivision of the
State of Texas organized pursuant to Article XI, Section 5 of the Constitution of the State of
Texas (the "City") for the benefit of WESTERN ALLIANCE BANK, an Arizona corporation
(the "Lender").
RECITALS:
WHEREAS, the City and Wynnwood Peninsula Partners, L.P., a Texas limited
partnership ("WPP"), entered into that certain Developer's Agreement between City of the
Colony and Wynnwood Peninsula Partners, L.P. dated March 20, 2008, as amended by that
certain First Amendment to the Developer's Agreement between City of the Colony and
Wynnwood Peninsula Partners, L.P. dated July 6, 2009 (collectively, the "Developer's
Agreement").
WHEREAS, WPP assigned its interest in the Developer's Agreement to Tribute Partners,
L.P., a Texas limited partnership ("Tribute Partners"), pursuant to that certain Assignment of
Contracts and Agreements dated June 30, 2010.
WHEREAS, Tribute Partners subsequently assigned its interest in the Developer's
Agreement to Developer pursuant to that certain Assignment of Developer's Agreement (PD 23)
dated as of July JY, 2014.
WHEREAS, the Lender is making a loan in the amount of up to $14,000,000 (the
"Loan") to Developer.
WHEREAS, a portion of the collateral securing the repayment of the Loan is a collateral
assignment of payments to be made by the City to the Developer pursuant to Section 2.7(ii) of
the Developer's Agreement.
WHEREAS, the Developer wishes to instruct the City as to where and to whom future
payments to the Developer should be made pursuant to Section 2.7(ii) of the Developer's
Agreement.
NOW, THEREFORE, in consideration of the premises and promises contained herein
and other good and valuable consideration, the receipt and sufficiency is hereby acknowledged,
the Developer hereby instructs the City as follows:
1. IRREVOCABLE INSTRUCTION.
Notwithstanding any provision of the Developer's Agreement or any other document or
instrument to the contrary, the Developer hereby irrevocably instructs the City that all payments
19223669.3
due to the Developer pursuant to Section 2.7(ii) of the Developer's Agreement shall be made to
Western Alliance Bank, for deposit to Account No. 8010733635 at the following address:
Western Alliance Bank, One East Washington Street, 14`h Floor, Phoenix, Arizona 85004,
Attention: Paul D. Engler. This instruction is irrevocable and may not be rescinded or modified
in any way without the written authorization of both the Lender and the Developer.
2. NOTICES.
All notices and communications required or permitted to be given hereunder shall be in
writing and hand delivered or mailed by certified or registered mail, postage prepaid, or by
Federal Express, or similar overnight delivery service, to the addresses shown below. Such
notices and communications shall be deemed given two (2) days after deposit in the United
States mail, and if delivered by hand shall be deemed given when delivered.
If to Developer, to:
With Copy to:
TP TIF, LLC
c/o Matthews Southwest
1660 South Stemmons Freeway, Suite 100
Lewisville, Texas 75067
Attn: John H. Matthews
CDK Realty Advisors, LP
4100 Harry Hines Boulevard, 4th Floor
Dallas, Texas 75219
Attention: Brent W. Kroener
If to Lender, to:
If to City, to:
Western Alliance Bank
One East Washington Street, 14th Floor
Phoenix, Arizona 85004
Attention: Paul D. Engler
City of The Colony
City Hall
6800 Main Street
The Colony, Texas 75056
Attn: City Secretary
19223669.3 2
3. BINDING EFFECT.
This Agreement shall be binding upon, and inure to the benefit of, the City, the
Developer, the Lender and their respective successors and assigns.
4. COUNTERPARTS.
This Instruction may be executed in any number of separate counterparts, each of which
when so executed, shall be deemed an original, and all of said counterparts taken together shall
be deemed to constitute but one of the same instrument.
[SIGNATURE PAGES FOLLOW]
19223669.3 3
The Developer has executed and delivered this Instruction as of the date indicated in the
first sentence of this Instruction.
DEVELOPER:
TP TIF, LLC, a Texas limited liability company
By: TP Venture Holdings, LP, a Texas limited partnership, its
Manager
By: Wynnwood Peninsula Partners GP, LLC, a Texas
limited liability company, its General Partner
By: Matthews Holdings Southwest Inc., a Texas
corporation, its Manager
Name:
Title: (r.
19223669.3 4
The City hereby consents to and agrees to be bound by the payment instructions contained
herein.
CITY OF THE COLONY, a home rule city and
political subdivision of the State of Texas organized
pursuant to Article XI, Section 5 of the Constitution
of the State of Texas
By: -
d/
e McCourry, Mayor
Dated: July j ; 2014
ATTEST:
Christie Wilson, City Secretary
APPROVED AS TO FORM
19223669.3 5
Developer's Agreement dated March 20, 2008 (PD 23)
Certification Regarding the Employment of Undocumented Workers
This certification is made in conjunction with that certain Developer's Agreement between the
City of the Colony, a home rule city and political subdivision of the State of Texas organized
pursuant to Article XI, Section 5 of the Constitution of the State of Texas (the "City") and
Wynnwood Peninsula Partners, L.P., a Texas limited partnership ("WPP") dated March 20,
2008, as amended by that certain First Amendment to the Developer's Agreement between City
of the Colony and Wynnwood Peninsula Partners, L.P. dated July 6, 2009 (collectively, the
"Developer's Agreement") relating to the property described therein (the "Property"). WPP
assigned its interest in the Developer's Agreement to Tribute Partners, L.P., a Texas limited
partnership ("Tribute Partners"), pursuant to that certain Assignment of Contracts and
Agreements dated June 30, 2010 (the "WPP Assignment"). Tribute Partners subsequently
assigned its interest in the Developer's Agreement to the undersigned, TP TIF, LLC, a Texas
limited liability company (the "Assignee") pursuant to that certain Assignment of Developer's
Agreement (PD 23) dated as of July V, 2014.
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignee agrees with the City and certifies to the City, as successor "Developer"
under the Developer's Agreement, that:
(1) Neither the Assignee, or any branch, division, or department of the Assignee,
employs or will knowingly employ undocumented workers. For purposes of this Certification,
"undocumented worker" means an individual who, at the time of employment, is not:
(A) lawfully admitted for permanent residence to the United State; or
(B) authorized under law to be employed in that manner in the United States.
(2) Pursuant to V.T.C.A. Government Code § 2264.053, if, after receiving a Public
Subsidy (defined below) provided by the Developer's Agreement, the Assignee or a branch,
division, or department of the Assignee, is convicted of a violation under 8 U.S.C. Section
1324a(f), the Assignee shall repay the amount of the Public Subsidy with interest accruing from
the date of the violation on which the conviction is based, at the prime rate as published in the
Wall Street Journal on the date of the conviction. Repayment shall be made not later than the
120th day after the date the City notifies the Assignee of the violation. As provided by Section
2264.101(c) of the Texas Government Code, the Assignee shall not be liable for a violation by a
subsidiary, affiliate, or franchisee of the Assignee or by a person with whom the Assignee
contracts. For purposes of this Certification, "Public Subsidy" means any grants, loans, loan
guarantees, benefits relating to an enterprise or empowerment zone, fee waivers or rebates, land
price subsidies, infrastructure development and improvements designed to principally benefit a
single business or defined group of businesses, matching funds, tax refunds, tax rebates, or tax
abatements.
(3) The City may rely on this Certification in the awarding of any Public Subsidy
pursuant to the Developer's Agreement. Upon the payment and receipt of any Public Subsidy
19523695 1
Dated as of July _, 2014
TP TIF, LLC, a Texas limited liability company
By: TP Venture Holdings, LP, a Texas limited partnership, its
Manager
By: Wynnwood Peninsula Partners GP, LLC, a Texas
limited liability company, its General Partner
By: Matthews Holdings Southwest Inc., a Texas
corporation, its Manager
By:
Name:
Title: �j..
19523695
"Developer"
Receipt of the forgoing Certification Regarding the Employment of Undocumented Workers
dated as of July _, 2014 is hereby acknowledged and agreed to:
CITY OF THE COLONY, a home rule city and
political subdivision of the State of Texas organized
pursuant to Article XI, Section 5 of the Constitution
of the State of Texas
July L,�, 2014
ATTEST:
Christie Wilson, City Secretary
's
TE � PQJ
APPROVED AS TO FORM
19523695 4
C(5)
ASSIGNMENT OF DEVELOPER'S AGREEMENT (PD 23)
Date: Effective the 15L day of I—J , 2014
V
Developer's Agreement dated March 20, 2008 (the "Agreement"):
City: City of The Colony,
a home rule City and political subdivision of the State of Texas
Owner: Wynnwood Peninsula Partners, L.P., a Texas limited partnership
Executed on March 20, 2008, and thereafter amended, covering the property described
therein (the "Property"), as subsequently assigned by Owner to Tribute Partners, L.P., a
Texas limited partnership.
Assignor: Tribute Partners, L.P., a Texas limited partnership
Assignee: TP TIF, LLC, a Texas limited liability company
For and in consideration of the mutual benefits to be derived herefrom, and for other consideration,
the receipt and sufficiency of which are hereby acknowledged, Assignor hereby unconditionally
assigns all of its rights under the Agreement to Assignee, and Assignee hereby accepts all of the
terms, benefits and obligations of Assignor set forth in the Agreement (subject to the terms below).
Assignor hereby agrees to perform, execute, and/or deliver or cause to be performed, executed,
and/or delivered any and all such further acts and assurances as Assignee may reasonably require to
perfect Assignee's interest in the Agreement.
It is specifically agreed that Assignor shall not be responsible for the discharge and performance of
any duties or obligations to be performed and/or discharged in connection with the Agreement after
the date hereof.
It is further agreed that Assignee shall not be responsible for the discharge and performance of any
duties or obligations required to be performed and/or discharged in connection with the Agreement
prior to the date hereof
This Assignment may be executed in multiple counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument.
SIGNATURE PAGE FOLLOWS
ASSIGNMENT OF DEVELOPER'S AGREEMENT (PD 23)
TRIBUTE PARTNERS, L.P. — TP TIF, LLC
70526.000231 EMF -US 513565641
C(5)
Executed and effective as of the date first set forth above.
ASSIGNOR:
TRIBUTE PARTNERS, L.P.,
a Texas limited partnership
By: MSW Wynnwood Holdings, Ltd.,
a Texas limited partnership,
its general partner
By: MSW Wynnwood Holdings GP, LLC,
a Texas limited liability company,
its general partner
By.gr��
Matt Stevens, Vice President
THE STATE OF TEXAS §
COUNTY OF ,°` §
This instrument was acknowledged before me on the A- day of -J 2014, by Matt
Stevens, the Vice President of MSW Wynnwood Holdings GP, LLC, a Texas limited liability
company, the general partner of MSW Wynnwood Holdings, Ltd., a Texas limited partnership, the
sole general partner of TRIBUTE PARTNERS, L.P., a Texas limited partnership, on behalf of said
limited partnership.
Notary Public in and for the State of Texas
My Commission Expires:
,�pPY PU C► IRISTIE NE�1 WILSON
My Com ber122, 2017
5 NOVem
�ghOF
SIGNATURE PAGE CONTINUES
2
ASSIGNMENT OF DEVELOPER'S AGREEMENT (PD 23)
TRIBUTE PARTNERS, L.P. — TP TIF, LLC
70526.000231 EMF -US 513565641
C(5)
ASSIGNEE
TP TIF, LLC,
a Texas limited liability company
By: TP Venture Holdings, LP,
a Texas limited partnership,
its manager
By: Wynnwood Peninsula Partners GP, LLC,
a Texas limited liability company,
its general partner
By: Matthews Holdings Southwest Inc.,
a Texas corporation,
its sole member and manager
By: "���
Matt Stevens, Vice President
THE STATE OF TEXAS
COUNTY OF 1 J�
This instrument was acknowledged before me on the A day of�' 2014, by Matt
Stevens, the Vice President of Matthews Holdings Southwest Inc., a Texas corporation, the sole
member and manager of Wynnwood Peninsula Partners GP, LLC, a Texas limited liability company,
the general partner of TP Venture Holdings, LP, a Texas limited partnership, the manager of TP TIF,
LLC, a Texas limited liability company, on behalf of said Amited liability company.
tary Public in and for the State of Texas
My Commission Expires:
W
pax P°els CHRISME NEU WILSON
My Commission Expires
s
November 22, 2017
Tq� OF
3
ASSIGNMENT OF DEVELOPER'S AGREEMENT (PD 23)
TRIBUTE PARTNERS, L.P. — TP TIF, LLC
70526.000231 EMF US 513565641
CONSENT TO ASSIGNMENT OF DEVELOPER'S AGREEMENT (PD 23)
The undersigned consents to the above-described assignment from Tribute Partners, L.P.
to TP TIF, LLC.
CITY OF THE COLONY, a home rule city and
political subdivision of the State of Texas organized
pursuant to Article XI, Section 5 of the Constitution
of the State of Texas
By:
e MCC o ,Mayor
Dated , �'/ , 2014
ATTEST:
jl�l Idv"i
By:
Christie Wilson, City Secretary
APPROVED AS TO FORM
E
ASSIGNMENT OF DEVELOPER'S AGREEMENT (PD 23)
TRIBUTE PARTNERS, L.P. — TP TIF, LLC
70526.000231 EMF US 513565641