HomeMy WebLinkAboutResolution No. 06-035
RESOLUTION NO. 06 - 035
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY,
TEXAS, GRANTING CONSENT AND ESTOPPEL TO THE ASSIGNMENT AND
SUBORDINATION OF AGREEMENTS AND LEASE FOR PROPERTY
LOCATED ON WYNNWOOD PENINSULA FROM WYNNWOOD PENINSULA,
LTD., MSW WYNNWOOD, LLC., AND WYNNWOOD ARMY, LLC TO
WYNNWOOD PENINSULA VENTURE, A TEXAS PARTNERSIDP, AND TO
GRANT TO TEXAS CAPITAL BAN A DEED OF TRUST LIEN; AND,
AUTHORIZING THE MAYOR TO SIGN APPROPRIATE DOCUMENTS; AND
PROVIDING AN EFFECTIVE DATE
WHEREAS, the City of The Colony, Texas, (hereinafter "City") is a home rule Texas
municipal corporation; and
WHEREAS, the City has entered into that certain Developer's Agreement with
Wynnwood Peninsula, Ltd. ("Wynnwood Peninsula) and MSW Wynnwood, LLC ("MSW
Wynnwood), dated effective April 19, 2004 (the "Developer's Agreement); and
WHEREAS, the City has entered into a certain Ground Lease Agreement dated July 21,
1997, as amended, as established in Exhibit "A," which is attached hereto and incorporated
herein as if set forth in full; and
WHEREAS, the City has entered into that certain Facilities Reimbursement Agreement
with Wynnwood Peninsula, dated August 1,2005 (the "Facilities Agreement"); and
WHEREAS, the City has entered into that certain Economic Development Agreement,
dated April 19, 2004, with Wynnwood Peninsula and MSW Wynnwood (the "Development
Agreement") (the Developer's Agreement, the Facilities Agreement and the Development
Agreement are hereinafter collectively referred to as the "Agreements"); and
WHEREAS, each of Wynnwood Peninsula and MSW Wynnwood desire to assign their
respective rights and obligations under the above-described Agreements to Wynnwood Peninsula
Venture, a Texas partnership (the "Venture"); and
WHEREAS, the City desires to acknowledge the absence of defaults under the
Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF THE COLONY, DENTON COUNTY, TEXAS THAT:
Section 1. The City does hereby consent to (a) the assignment from Wynnwood
Peninsula and MSW Wynnwood to the Venture of all of their respective rights and obligations
under each of the Agreements, and (b) the grant by the Venture to Texas Capital Bank, National
Association of a lien and security interest in all of the Venture's right, title and interest in and to
the Agreements.
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65072
Section 2. The City does hereby acknowledge that each of the Agreements is in full
force and effect and does hereby also state that, to the best of its knowledge and belief, as of the
date first set out above, neither Wynnwood Peninsula nor MSW Wynnwood is in default of any
of its or their respective obligations under the Agreements and, to the best of its knowledge and
belief, no event has occurred which with notice or the passage of time, or either, would ripen into
a default under any thereof.
Section 3. The City further does hereby consent to the admission of Wynnwood
Peninsula Venture as a member in tenant and to grant to tenant to Texas Capital Bank, a deed of
trust lien as provided in Exhibit "A."
Section 4. That the Mayor of the City of The Colony is hereby authorized to execute the
appropriate documents to give effect to this resolution as approved as to form by the City
Attorney.
Section 5. This Resolution shall become effective immediately from and after its
passage, as the law and charter in such cases provides.
PASSED, APPROVED and EFFECTNE this 3rd day of April, 2006.
Dillard, Mayor
ty of The Colony, Texas
~
Christie ilson, City Secretary,
City of The Colony, Texas
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Robert E. Hager, Cit
City of The Colony,
(REH/cdb 4/4/06)
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65072
EXHIBIT" A"
LANDLORD'S CONSENT AND ESTOPPEL CERTIFICATE
To: W/J Tribute, Ltd., a Texas limited partnership ("W/J")
Texas Capital Bank, National Association ("TCB")
The undersigned, the City of The Colony, Texas, a Texas municipal corporation
("Landlord") does hereby certify, affirm and acknowledge to W/J Tribute, Ltd., a Texas limited
partnership and to Texas Capital Bank, National Association, as follows:
1. Landlord is the landlord under that certain Ground Lease Agreement dated effective as of
July 21, 1997, between the City of The Colony, Texas, as Lessor, and Wynnwood
Peninsula., L.P., a Texas limited partnership, as Lessee, as amended by that certain First
Amendment to Ground Lease Agreement dated July 20, 1998, by and among City of The
Colony, Texas, as Lessor, and Wynnwood Peninsula, L.P., a Texas limited partnership, as
Lessee, and Wynnwood Army, LLC, a Texas limited liability company ("Tenant"), as
New Lessee (as amended, the "Lease"). The Lease covers approximately 600 acres of
land located in Denton County, Texas (the "Premises"). Landlord leases the Premises
under that certain Department of the Army Lease To Non-State Governmental Agencies
for Public Park and Recreational Purposes Lewisville Lake, Texas, Lease #DACW63-1-
00-0816 (the "Lease"), dated effective as of May 12, 2000. Wynnwood Peninsula Golf,
LLC, a Texas limited liability company ("Wynnwood Peninsula") is a sub-tenant of
approximately 252.107 acres of the Premises commonly known as Tribute Golf Club.
(Tenant and Wynnwood Peninsula collectively called, "Wynnwood").
2. The Lease is in full force and effect. The Lease has not been modified or amended. The
Lease embodies the entire agreement between Landlord and Tenant with respect to the
Premises.
3. No rent or other charges due under the Lease are past due.
4. The term of the Lease is ninety nine (99) years and commenced on July 21, 1997, and
will expire on July 21,2096.
5. To the best of Landlord's knowledge, there are no uncured defaults, breaches, or events
of default by Tenant in the observance or performance of any of its obligations under the
Lease, and there are no facts or circumstances known to Landlord which would, with the
passage of time or the delivery of notice, or both, constitute a default, breach, or event of
default by Tenant under the Lease.
6. Wynnwood has the right to use a portion of the Premises as a golf course with related
uses.
7. Landlord has consented, to the extent required under Lease, to the following leases by to
LANDLORD'S CONSENT AND ESTOPPEL CERTIFICATE - Page 1
DALLAS4 765298v3 32951-00109
NJDHS-65073
other parties:
a. Sublease Agreement dated as of August 7, 1998, by and among Wynnwood
Army, LLC, a Texas limited liability company, as Sublessor, and Wynnwood
Peninsula Golf LLC, a Texas limited liability company, as Sublessee, covering
file Golf Course Property.
b. Lease Agreement dated August 7, 1998, by and between Wynnwood Peninsula
Golf LLC, a Texas limited liability company, as Lessor, and American Golf
Corporation, a California corporation, as Lessee, covering the Golf Course
Property.
8. Landlord hereby consents to the admission of Wynnwood Peninsula Venture, a Texas
joint venture ( the "Venture"), as a member in Tenant and to the grant by Tenant to TCB
of a deed of trust lien on Tenant's leasehold interest in the Premises to secure a loan from
TCB to the Venture. Landlord further agrees that the lien and security interest granted to
Landlord in and to the "Collateral" under Section 4.03 of the Lease is hereby
subordinated to any lien and security interest in favor of TCB in and to such property to
the extent the proceeds of the loan from TCB to the Venture are used to acquire or
construct such property.
-'
This Landlord's Estoppel Certificate IS executed by Landlord this
jJPRIL- ,2006.
day of
LANDLORD:
THE CITY OF THE COLONY, TEXAS, a Texas
municipal corporation
By:
By:
LANDLORD'S CONSENT AND ESTOPPEL CERTIFICATE - Page 2
DALLAS4 765298v3 32951-00109
NJDHS-65073
STATE OF TEXAS 9
9
COUNTY OF DENTON 9
This instrument was acknowledged before me on the 18 day of ;/,p,,(. I L--
2006, by John Dillard, Mayor of the City of The Colony, Texas, a Texas municipal corporation.
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~ MATTHEW D. DENTON .
e. ..... PuIIlic, Slale of Texas :.
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N tary Public in and for the State of Texas
jt1~7f~1..J D. OrE,v 70,..,1
Printed Name of Notary Public:
My Commission Expires:
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DALLAS4 765298v3 32951-00109
NJDHS-65073