HomeMy WebLinkAboutResolution No. 2014-046CITY OF THE COLONY, TEXAS
RESOLUTION NO. 2014-046
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE
COLONY, TEXAS APPROVING AN ACKNOWLEDGMENT OF
ASSIGNMENT AND AGREEMENT AND RELATED DOCUMENTS BY
AND BETWEEN THE CITY OF THE COLONY, TEXAS AND WESTERN
ALLIANCE BANK REGARDING THE TRIBUTE TAX INCREMENT
REINVESTMENT ZONE NUMBER TWO; 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 an Acknowledgment of Assignment and
Agreement, Consent to Assignment of Reimbursement Agreement, Irrevocable Payment
Instructions, 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 Acknowledgment of Assignment
and Agreement, Consent to Assignment of Reimbursement Agreement, Irrevocable Payment
Instructions, 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.
E
ATTEST.
Christie Wilson, City Secretary
APPROVED AS TO FORM:
Jeff Moore, pity Attorney
Exhibit A
COLLATERAL ASSIGNMENT OF RIGHTS UNDER
REIMBURSEMENT AGREEMENT (TIRZ)
THIS COLLATERAL ASSIGNMENT OF RIGHTS UNDER REIMBURSEMENT
AGREEMENT (TIRZ) ("Assignment") is entered into as of July f , 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, TEXAS, a home -rule municipality (the "City"),
entered into that certain Reimbursement Agreement for Tax Increment Reinvestment Zone
Number Two, City of The Colony, Texas dated April 15, 2014, among the City, the Board of
Directors of the Reinvestment Zone Number Two, City of The Colony, Texas (the "Board"), and
Tribute Partners, L.P., a Texas limited partnership ("TP") (the "Reimbursement Agreement"),
relating to the property described therein (the "Property") to implement Ordinance No. 2014-
2066 approving the Project and Reinvestment Zone Financing Plan for Tax Increment Zone
Number Two, City of the Colony, Texas (the "Project Plan"). The Project Plan was approved
by the Board by its Resolution No. 2014-1 on April 15, 2014 and the City Council of the City
authorized the Board and the City to enter into the Reimbursement Agreement by Resolution No.
2014-022 on April 15, 2014. TP assigned its interest in the Reimbursement Agreement to
Assignor pursuant to that certain Assignment of Reimbursement Agreement (TIRZ) dated as of
July / S, 2014 (the "TP Assignment"). Neither the Reimbursement 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 reimbursements
by the City to Assignor for "TIF Project Costs" (as defined in the Reimbursement Agreement)
from the "Tax Increment Fund" (as defined in the Reimbursement Agreement) pursuant to
Section 6(e) of the Reimbursement Agreement.
NOW, THEREFORE, for good and valuable consideration, receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
19243916.7
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; RIGHT TO RECEIVE
REIMBURSEMENTS DIRECTLY; 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 reimbursements by the City to Assignor for TIF Project Costs
from the Tax Increment Fund pursuant to Section 6(e) of the Reimbursement Agreement
(collectively, the "Reimbursement Payments") to Lender, and its successors and assigns. This
Assignment is a collateral assignment of the rights of Assignor to be reimbursed for TIF Project
Costs from the Tax Increment Fund pursuant to Section 7(b) of the Reimbursement Agreement.
Assignor hereby grants Lender the right to be reimbursed directly by the City from the Tax
Increment Fund pursuant to Section 7(b) of the Reimbursement Agreement. Assignor agrees not
to further assign or otherwise encumber its interest in the Reimbursement Agreement or the
Reimbursement 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 Reimbursement
Payments;
(b) Except for the Tribute Assignment and this Assignment, there has been no
collateral or absolute assignment of the Reimbursement Agreement or the
Reimbursement Payments;
(c) Except as specified above, the Reimbursement 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
Reimbursement Agreement;
(e) The execution, delivery and performance of the Reimbursement
Agreement by Tribute was duly authorized by all necessary action on the part of Tribute
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 Reimbursement 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 Reimbursement Agreement;
19243916.7 2
(h) The Reimbursement 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 Reimbursement Agreement, including the construction of the public
improvements described in the Reimbursement 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 Reimbursement 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 Reimbursement Agreement.
5. BONDS. Assignor shall not permit or participate in the issuance of any bonds to
pay TIF Project Costs without the prior written consent of Lender.
6. 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 Reimbursement 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
REIMBURSEMENT 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.
7. 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).
19243916.7 3
8. 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.
9. 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 Reimbursement Agreement will not be amended or terminated by Assignor, and
Assignor shall not waive compliance by the City with Section 6(e) of the Reimbursement
Agreement, in each case without the prior written consent of Lender, such consent not to be
unreasonably withheld or delayed.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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.]
19243916.7 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
By: e9& # S ^---�--
Name:
Title:
LENDER:
WESTERN ALLIANCE BANK, an Arizona banking corporation
B
Y• -
Name:
Title: svP
19243916.7 5
ACKNOWLEDGMENT OF ASSIGNMENT AND AGREEMENT
This Acknowledgment of Assignment and Agreement (this "Acknowledgment") is made
by the CITY OF THE COLONY, TEXAS, a home -rule municipality (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
"Reimbursement Agreement" (as defined in the Assignment), the City hereby acknowledges (i)
the TP Assignment, and (ii) the collateral assignment, pledge, and grant of a security interest in
all right, title and interest of Assignor in and to the reimbursements by the City to Assignor for
"TIF Project Costs" (as defined in the Reimbursement Agreement) of "TIF Projects" (as
defined in the Reimbursement Agreement) from the "Tax Increment Fund" (as defined in the
Reimbursement Agreement) pursuant to Section 6(e) of the Reimbursement Agreement
(collectively, the "Reimbursement Payments") to Lender, and its successors and assigns, all as
set forth in that certain Collateral Assignment of Rights Under Reimbursement Agreement
(TIRZ) dated as of July 15, 2014 (the "Assignment"). The City acknowledges and agrees that
the Assignment is a collateral assignment of the rights of Assignor to be reimbursed for TIF
Project Costs from the Tax Increment Fund pursuant to Section 7(b) of the Reimbursement
Agreement. The City acknowledges and agrees that Assignor has granted Lender the right to be
reimbursed directly by the City from the Tax Increment Fund pursuant to Section 7(b) of the
Reimbursement Agreement.
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 Reimbursement 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
Reimbursement Agreement;
(c) The Board of Directors of the Tax Increment Reinvestment Zone Number
Two, City of the Colony, Texas (the "Board") was created by the City in compliance
with the laws of the State of Texas, the County of Denton, Texas, and the City. The
members of the Board comply with the requirements of Section 311.009(e) I of the Texas
Tax Code. Resolution No. 2014-1 of the Board approving the Final Project and
Reinvestment Zone Financing Plan was duly passed and approved by such Board of
Directors 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 execution, delivery and performance of the Reimbursement
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;
19243916.7 6
(e) The Reimbursement 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
Reimbursement Payments to Assignor as provided in the Reimbursement Agreement;
(f) At the date hereof, the City has no counterclaim, right of set-off, defense
or like right against Assignor under the Reimbursement Agreement;
(g) The Reimbursement 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 Reimbursement Agreement, including the construction of the TIF Projects
and the conveyance of the TIF Projects or portions thereof to the City;
(h) The City has not received notice that Assignor has assigned the
Reimbursement Agreement or Assignor's right to receive the Reimbursement Payments
or any other economic incentives or benefits of Assignor under the Reimbursement
Agreement to any person other than Lender;
(i) The execution, delivery and performance of this Acknowledgment by the
City has been duly authorized by all necessary action on the part of the City, including by
Resolution d Cs !QOQ(o of the City Council 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;
(j) This Acknowledgment 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 Acknowledgment.
3. So long as the Assignment remains in effect, the Reimbursement Agreement will
not be amended or voluntarily terminated by the City 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 8 of
the Reimbursement Agreement will not result in the suspension of Reimbursement Payments by
the City. The City shall provide written notice to Lender of any alleged breach by Assignor of
its obligations under the Reimbursement Agreement at the same time notice of such alleged
breach is provided to Assignor pursuant to Section 8 of the Reimbursement Agreement, by a
nationally recognized 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 Reimbursement Payments
delivered to Lender pursuant to the Assignment.
4. The City is entering into this Acknowledgment 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 and to then convey certain TIF Projects to the City
pursuant to the Reimbursement Agreement.
19243916.7 7
5. This Acknowledgment 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 Acknowledgment 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.]
19243916.7 8
CITY OF THE COLONY, TEXAS, a home -rule
municipality
By:
D at/oe MiACArry, Mayor
d: July 2014
ATTEST:
By: _�,, L.,
Christie Wilson, City Secretary
APPROVED AS TO FORM
Jeff Moo�e, City Attorney
19243916.7 9
IRREVOCABLE PAYMENT INSTRUCTION (TIRZ)
THIS IRREVOCABLE PAYMENT INSTRUCTION (TIRZ) (this "Instruction") is made
as of July , 2014, by TP TIF, LLC, a Texas limited liability company (the "Developer"), to
the CITY OF THE COLONY, TEXAS, a home -rule municipality (the "City") for the benefit of
WESTERN ALLIANCE BANK, an Arizona corporation (the "Lender").
RECITALS:
WHEREAS, the City and Tribute Partners, L.P., a Texas limited partnership, entered into
that certain Reimbursement Agreement for Tax Increment Reinvestment Zone Number Two,
City of The Colony, Texas dated April 15, 2014, among the City, the Board of Directors of the
Reinvestment Zone Number Two, City of The Colony, Texas (the 'Board"), and Tribute
Partners, L.P., a Texas limited partnership (the "Reimbursement Agreement").
WHEREAS, Tribute Partners, L.P., a Texas limited partnership, assigned its interest in
the Reimbursement Agreement to Developer pursuant to that certain Assignment of
Reimbursement Agreement (TIRZ) dated as of July _Z.�7, 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 reimbursements to be made by the City to the Developer pursuant to Section 6(e)
of the Reimbursement 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 6(e) of the Reimbursement
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 Reimbursement Agreement or any other document
or instrument to the contrary, the Developer hereby irrevocably instructs the City that all
payments due to the Developer pursuant to Section 6(e) of the Reimbursement 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, 14th 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.
19243925.3
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
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.
19243925.3 2
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]
19243925.3
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
By: //)-Z-'/,0/
0/ ®-
Name: e e4
Title:
19243925.3 4
The City hereby consents to and agrees to be bound by the payment instructions contained
herein.
CITY OF THE COLONY, TEXAS, a home -rule
municipality
By:
oe Mc �urry, Mayor
Dat d: July y, 2014
ATTEST:
Christie Wilson, City Secretary
APPROVED AS TO FORM
Jeff Nfooir, City Attorney
19243925.3 5
Reimbursement Agreement for Tax Increment Reinvestment Zone Number Two dated
April 15, 2014
Certification Regarding the Employment of Undocumented Workers
This certification is made in conjunction with that certain Reimbursement Agreement for Tax
Increment Reinvestment Zone Number Two, City of The Colony, Texas dated April 15, 2014,
among the City of The Colony, Texas, a home -rule municipality (the "City"), the Board of
Directors of the Reinvestment Zone Number Two, City of The Colony, Texas (the 'Board"), and
Tribute Partners, L.P., a Texas limited partnership ("Tribute Partners") (the "Reimbursement
Agreement") relating to the property described therein (the "Property"). Tribute Partners
subsequently assigned its interest in the Reimbursement Agreement to the undersigned, TP TIF,
LLC, a Texas limited liability company (the "Assignee") pursuant to that certain Assignment of
Reimbursement Agreement (TIRZ) dated as of July �, 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 Reimbursement 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 Reimbursement 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 as provided in Section 9(n) of the
Reimbursement Agreement. 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 Reimbursement Agreement. Upon the payment and receipt of any Public
Subsidy pursuant to the Reimbursement Agreement, this Certification shall constitute an
agreement between the Assignee and the City concerning the terms for repayment of the Public
Subsidy pursuant to the provisions of Chapter 2264 of the Texas Government Code.
[Signature Page Follows]
19687614 1
Receipt of the forgoing Certification Regarding the Employment of Undocumented Workers
dated as of July I�C, 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
By: I&J2
oe Mc y, Mayor
Jul
DateTy 15,2014
ATTEST:
B
Christie Wilson, City Secretary
07U
X
APPROVED AS TO FORM
E
19687614 3
C(6)
ASSIGNMENT OF REIMBURSEMENT AGREEMENT (TIRZ)
Date: Effective the sS day of Jv� , 2014
Reimbursement Agreement for Tax Increment Reinvestment Zone Number Two, City of The
Colony, Texas dated April 15, 2014 (the "Agreement"):
City: City of The Colony,
a home rule City and political subdivision of the State of Texas
Owner: Tribute Partners, L.P., a Texas limited partnership
Executed on April 15, 2014 covering the property described therein (the "Property")
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 REIMBURSEMENT AGREEMENT (TIRZ)
TRIBUTE PARTNERS, L.P. — TP TIF, LLC
70526.000231 EMF -US 51347241v2
C(6)
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:
Matt Stevens, Vice President
THE STATE OF TEXAS
COUNTY OF beAtLY`
A/03ay
This instrument was acknowledged before me on the of -Q� , 2014, by Matt
Stevens, the Vice President of MSW Wynnwood Holdings GP, LLC, a T as 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.
(� A.,( -J.
r -C r
Notary Public in and for the State of Texas
My Commission Expires:
aCHNEU WILSON
My Commission Expires
November 22, 2017
SIGNATURE PAGE CONTINUES
ASSIGNMENT OF REIMBURSEMENT AGREEMENT (TIRZ)
TRIBUTE PARTNERS, L.P. — TP TIF, LLC
70526.000231 EMF -US 51347241v2
C(6)
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 oi bl-
This instrument was acknowledged before me on the -J�•> day of -� , 2014, by Matt
Stevens, the Vice President of Matthews Holdings Southwest Inc., a Texas orporation, 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 limited liability company.
(%,,�44f,c7�
Notary Public in and for the State of Texas
My Commission Expires:
YP�
®� CHRISPE NEU WILSON
A�otd' MNo ember Commission2 Expires
2017
3
ASSIGNMENT OF REIMBURSEMENT AGREEMENT (TIRZ)
TRIBUTE PARTNERS, L.P. — TP TIF, LLC
70526.000231 EMF—US 51347241v2
C(6)
CONSENT TO ASSIGNMENT OF REIMBURSEMENT AGREEMENT (TIRZ)
The undersigned consents to the above-described assignment from Tribute Partners, L.P. to
TP TIF, LLC.
ATTEST:
B 1 1 r vi
Chris le ilson, City Secretary
APPROVED AS TO FORM
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 Mc o rry, Mayor
4o" r
Dated: � , 2014
C
SEAL
S
TEX iS
ASSIGNMENT OF REIMBURSEMENT AGREEMENT (TIRZ)
TRIBUTE PARTNERS, L.P. — TP TIF, LLC
70526.000231 EMF US 51347241v2