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HomeMy WebLinkAboutItem 19 - MinutesITEM 0 �f - nwiiiiwo- STATE OF TEXAS COUNTY OF TARRANT CITY OF GRAPEVINE The City Council of the City of Grapevine, Texas met in Special Session (Executive Session) on this the 6th day of September, 2005 at 7:00 p.m. in the City Council Conference Room, Second Floor, 200 South Main Street, with the following members present to -wit: William D. Tate Ted R. Ware Sharron Spencer C. Shane Wilbanks Clydene Johnson Roy Stewart Darlene Freed Mayor Mayor Pro Tem Council Member Council Member Council Member Council Member Council Member constituting a quorum, with the following members of the City Staff: Bruno Rumbelow Acting City Manager John F. Boyle, Jr. City Attorney Linda Huff City Secretary Jennifer Hibbs Assistant to the City Manager CALL TO ORDER Mayor Tate called the meeting to order at 7:00 p.m. ITEM 1. EXECUTIVE SESSION Mayor Tate announced the City Council would conduct a closed session regarding: (A) Real property relative to the Toon property pursuant to Section 551.072, Texas Government Code; and (B) Conference with City Manager and Staff to discuss and deliberate commercial and financial information received from business prospects the City seeks to have locate and expand in the City; with which businesses the City is conducting economic development negotiations pursuant to Section 551.087, Texas Government Code. Upon reconvening in open session in the Council Chambers, Mayor Tate asked if there was any action necessary relative to the closed session. Acting City Manager Bruno Rumbelow stated there was no action necessary relative to conference with City Manager pursuant to Section 551.087, Texas Government Code. Regarding real property, Acting City Manager Rumbelow requested authorization to enter into a contract in the amount of $310,000.00 between the City of Grapevine and Jon R. Cordeiro et al to purchase real property located at 608 and 624 South Dooley Street. Council Member Wilbanks, seconded by Mayor Pro Tern Ware, offered a motion to authorize the contract for the purchase of 608 and 624 South Dooley Street. The motion prevailed by the following vote: Ayes: Tate, Ware, Spencer, Wilbanks, Johnson, Stewart & Freed Nays: None Note: City Council continued with the Regular City Council meeting in open session in the Council Chambers. ADJOURNMENT Council Member Wilbanks, seconded by Council Member Johnson, offered a motion to adjourn the meeting at 8:30 p.m. The motion prevailed by the following vote: Ayes: Tate, Ware, Spencer, Wilbanks, Johnson, Stewart & Freed Nays: None PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS on this the 20th day of September, 2005. ATTEST: Linda Huff City Secretary K William D. Tate Mayor STATE OF TEXAS COUNTY OF TARRANT CITY OF GRAPEVINE The City Council of the City of Grapevine, Texas met in Regular Session on this the 6th day of September, 2005 at 7:30 p.m. in the City Council Chambers, Second Floor, 200 South Main Street, with the following members present to -wit: William D. Tate Ted R. Ware Sharron Spencer C. Shane Wilbanks Clydene Johnson Roy Stewart Darlene Freed Mayor Mayor Pro Tern Council Member Council Member Council Member Council Member Council Member constituting a quorum, with the following members of the City Staff: Bruno Rumbelow Acting City Manager John F. Boyle, Jr. City Attorney Linda Huff City Secretary Jennifer Hibbs Assistant to the City Manager Mayor Tate called the meeting to order at 7:50 p.m. INVOCATION Council Member Johnson delivered the Invocation. Mr. Bruce Rider, 325 West Worth Street, commended the City, City Council and City Staff for their assistance to the victims of Hurricane Katrina. He expressed gratitude to the Hilton DFW Lakes Executive Conference Center for their assistance to the hurricane victims and gratitude that there will be a collection center during GrapeFest to assist the victims. ITEM 1. PUBLIC HEARING, PROPOSED FY2005-2006 BUDGET Mayor Tate declared the public hearing open. Acting City Manager Bruno Rumbelow stated the public hearing was being held pursuant to City Charter requirements. He presented the proposed budget for Fiscal Year 2005- 2006. He stated there were no new programs planned for the new budget year and that 09/06/05 spending is down in FY2006 from FY2005. The Budget includes funding for 2% salary scale adjustment, 3% for merit increases and 5% for step increases for public safety employees. Funding for a lump sum 3% payment for topped out employees is also included. The general fund budget is $42,260,146.00 with a tax rate proposed at $0.3625 cents per $100.00 valuation. Acting City Manager Rumbelow stated the fund expenditures in the following amounts: General Fund 42,260,146 Utility Fund 19,933,226 Debt Service Fund 11,571,321 Convention & Visitors Bureau Fund 8,685,048 Lake Enterprise Fund 2,834,529 General Government Capital Projects Fund 12,652,845 Permanent Street Maintenance Fund 1,170,000 Permanent Capital Maintenance Fund — General 562,800 Utility & Lake Enterprise Capital Projects Fund 3,579,438 Utility Permanent Capital Maintenance Fund 2,337,425 Stormwater Drainage Utility Fund 1,548,113 Lake Parks Special Revenue Fund 379,851 Mr. Rumbelow expressed his appreciation to the Council for their work, policies and leadership during the budget process. Mayor Tate invited guests present to comment regarding the proposed budget. Mr. Robert Buchanan, 3705 Oakwood Drive, questioned the City's debt level. Mr. Rumbelow provided Mr. Buchanan a page from the City's proposed budget depicting the City's debt level. Acting City Manager Rumbelow announced that the Council would consider adoption of the budget and tax rate at a special City Council meeting on Tuesday, September 13, 2005, at 5:00 p.m. Council Member Spencer, seconded by Council Member Freed, offered a motion to close the public hearing. The motion prevailed by the following vote: Ayes: Tate, Ware, Spencer, Wilbanks, Johnson, Stewart & Freed Nays: None ITEM 2. RESOLUTION, RE -NAMING SILVER LAKE CAMPGROUND ORDINANCE, NAME LAKE GRAPEVINE PARKS ROADS Parks & Recreation Director Doug Evans requested approval of a resolution re -naming Silver Lake Campground to The Vineyards at Lake Grapevine Campground. He also requested approval of an ordinance naming the Lake Grapevine parks roads to assist the Police and Fire Departments in responding to calls at Lake Grapevine. K 001001LIN Council Member Freed, seconded by Mayor Pro Tem Ware, offered a motion to adopt the resolution and the ordinance. The motion prevailed by the following vote: Ayes: Tate, Ware, Spencer, Wilbanks, Johnson, Stewart & Freed Nays: None RESOLUTION NO. 2005-39 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS, RE -NAMING THE SILVER LAKE CAMPGROUND AT LAKE GRAPEVINE; MANAGED BY THE CITY OF GRAPEVINE AND OWNED BY THE U. S. ARMY CORPS OF ENGINEERS AND PROVIDING AN EFFECTIVE DATE •W�A, 11 •: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS AMENDING THE GRAPEVINE CODE OF ORDINANCES, CHAPTER 20 BY THE ADDITION OF A NEW SUB -SECTION 20-7.1 PROVIDING FOR THE NAME CHANGE OF CERTAIN LAKE PARKS ROADS; PROVIDING A SEVERABILITY CLAUSE; DECLARING AN EMERGENCY AND PROVIDING AN EFFECTIVE DATE ITEM 3. REJECT BIDS SILVER LAKE CAMPGROUND IMPROVEMENTS Assistant Parks & Recreation Director Joe Moore requested the Council consider rejecting all bids received for the Silver Lake Campground (The Vineyards at Lake Grapevine Campground) Improvements as the bids received were higher than the amount budgeted for the project. The project will be re -bid with the major elements bid separately as buildings, electrical and water and sewer packages. Council Member Spencer, seconded by Council Member Johnson, offered a motion to reject all bids received. The motion prevailed by the following vote: Ayes: Tate, Ware, Spencer, Wilbanks, Johnson, Stewart & Freed Nays: None ITEM 4. AUTHORIZE INTERLOCAL AGREEMENT FORT WORTH'S ENVRONMENTAL COLLECTION CENTER AND HOUSEHOLD HAZARDOUS WASTE PROGRAM Environmental Manager Nathan Loftice requested approval of an interlocal agreement for continued participation in Fort Worth's Environmental Collection Center and Household Hazardous Waste Program. The participation of the citizens of Grapevine has grown from 150 households in December 1998 to 726 households in 2005. The cost charged to the City for each household that utilizes the service is $40 per household. 09106/05 Mayor Pro Tem Ware, seconded by Council Member Freed, offered a motion to approve the interlocal agreement as recommended. The motion prevailed by the following vote: Ayes: Tate, Ware, Spencer, Wilbanks, Johnson, Stewart & Freed Nays: None ITEM 5. RESOLUTION SUPPORT PROPOSED TARRANT COUNTY TRANSPORTION IMPROVEMENTS BOND PROGRAM Transportation Director Jerry Hodge requested approval of a resolution supporting the proposed Transportation Improvements Bond Program of Tarrant County and authorization for the submittal of State Highway 26 and Bass Pro Drive as candidate projects for the program. The proposed bond election is planned for May, 2006. State Highway 26 is proposed as a six -lane divided pavement section extending from Colleyville to State Highway 114 in Grapevine. Bass Pro Drive is proposed to be widened to a six -lane divided pavement section from State Highway 26 and State Highway 121. Council Member Johnson, seconded by Council Member Wilbanks, offered a motion to approve the resolution as recommended. The motion prevailed by the following vote: Ayes: Tate, Ware, Spencer, Wilbanks, Johnson, Stewart & Freed Nays: None RESOLUTION NO. 2005-40 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS SUPPORTING THE TARRANT COUNTY TRANSPORTATION BOND PROGRAM; AUTHORIZING CITY STAFF TO SUBMITT CANDIDATE PROJECTS; AUTHORIZING FUNDING PARTICIPATION WITH TARRANT COUNTY; DECLARING AN EMERGENCY AND PROVIDING AN EFFECTIVE DATE ITEM 6. AUTHORIZE INTERLOCAL AGREEMENT WITH NCTCOG PARTCIPATION IN THE TRINITY RAILWAY EXPRESS (TRE) Deputy Director of Public Works Stan Laster requested approval of an interlocal agreement with NCTCOG for the continued funding participation in the Trinity Railway Express (TRE). The cost distribution for the initial three-year agreement as developed is based upon ridership estimates for each City. NCTCOG has agreed to accommodate our limited funds in FY2005 ($25,000) and to include the base amount in FY2006 ($45,970) and will increase the FY2007 budget amount ($66,940) to address the FY2005 shortfall. Council Member Stewart, seconded by Council Member Freed, offered a motion to approve the interlocal agreement as recommended. The motion prevailed by the following vote: 12 09106/05 Ayes: Tate, Ware, Spencer, Wilbanks, Johnson, Stewart & Freed Nays: None Deputy Director of Public Works Laster requested approval of an ordinance abandoning 417 square feet of street right of way on the north side of Timberline Drive east of Windy Knoll. Mayor Pro Tem Ware, seconded by Council Member Johnson, offered a motion to approve the ordinance as recommended. The motion prevailed by the following vote: Ayes: Tate, Ware, Spencer, Wilbanks, Johnson, Stewart & Freed Nays: None ORDINANCE NO. 2005-69 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS, ABANDONING AND VACATING A SEGMENT OF TIMBERLINE DRIVE RIGHT OF WAY IN THE CITY OF GRAPEVINE, TEXAS AS HEREINAFTER DESCRIBED; PROVIDING A SEVERABILITY CLAUSE; DECLARING AN EMERGENCY AND PROVIDING AN EFFECTIVE DATE CONSENT AGENDA The next order of business for the City Council to consider was the consent agenda items, which were deemed to need little or no discussion and were acted upon as one business item. Mayor Tate asked if there was any member of the audience or the City Council who wished to remove an item from the consent agenda for full discussion. There were none. Item 8. Adopt -A -Park Agreements, C. J. Hutchins Park and Lake Park Adopt -A -Road Agreement, Ruth Wall Street Parks & Recreation Advisory Board and Parks & Recreation Director recommended approval of Adopt -A -Park agreements with MB & Kathleen Morris for C. J. Hutchins Park and with Robert "Buck" Buchanan and Georjean Sheriff for Lake Park; and an Adopt -A - Road agreement with Kathleen and Mike Morris, dba The Telephone Connection, for Ruth Wall Street from the back entrance of the Gaylord Texan to Bushong Road. Motion by Council Member Stewart, seconded by Council Member Freed, to approve as recommended prevailed by the following vote: Ayes: Tate, Ware, Spencer, Wilbanks, Johnson, Stewart & Freed Nays: None 5 Item 9. Consideration of Minutes City Secretary recommended approval of the minutes of the August 9, 16 and 19, 2005 City Council meetings as published. Motion by Council Member Stewart, seconded by Council Member Freed, to approve as recommended prevailed by the following vote: Ayes: Tate, Ware, Spencer, Wilbanks, Johnson, Stewart & Freed Nays: None Council Member Wilbanks, seconded by Council Member Johnson, offered a motion to adjourn the meeting at 8:30 p.m. The motion prevailed by the following vote: Ayes: Tate, Ware, Spencer, Wilbanks, Johnson, Stewart & Freed Nays: None PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS on this the 20th day of September, 2005. ATTEST: Linda Huff City Secretary 0 F.1192000048 8 William D. Tate Mayor STATE OF TEXAS COUNTY OF TARRANT CITY OF GRAPEVINE The City Council of the City of Grapevine, Texas met in Special Session on this the 13th day of September, 2005 at 5:00 p.m. in the City Council Chambers, Second Floor, 200 South Main Street, with the following members present to -wit: William D. Tate Ted R. Ware Sharron Spencer C. Shane Wilbanks Clydene Johnson Roy Stewart Darlene Freed Mayor Mayor Pro Tern Council Member Council Member Council Member Council Member Council Member constituting a quorum, with the following members of the City Staff: Bruno Rumbelow Acting City Manager Matthew Boyle Assistant City Attorney Linda Huff City Secretary Jennifer Hibbs Assistant to the City Manager CALL TO ORDER Mayor Tate called the special meeting to order at 5:00 p.m. ITEM 1. ORDINANCE, ADOPT FISCAL YEAR 2005-2006 BUDGET Acting City Manager Bruno Rumbelow requested approval of an ordinance adopting Fiscal Year 2005-2006 Budget as presented during the budget workshops held on August 9 and 19, 2005 and public hearing on September 6, 2005. He stated the budget for Fiscal Year 2005-2006 as was as presented during the public hearing. The Budget includes funding for 2% salary scale adjustment, 3% for merit increases and 5% for step increases for public safety employees. Funding for a lump sum 3% payment for topped out employees is also included. The general fund budget is $42,260,146.00 with a tax rate proposed at $0.3625 cents per $100.00 valuation. Council Member Wilbanks, seconded by Council Member Stewart, offered a motion to adopt the ordinance approving Fiscal Year 2005-2006 Budget as presented. The motion prevailed by the following vote: Ayes: Tate, Ware, Spencer, Wilbanks, Johnson, Stewart & Freed Nays: None lips imrsp, ORDINANCE NO. 2005-70 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS ADOPTING THE BUDGET FOR THE CITY OF GRAPEVINE, TEXAS FOR THE FISCAL YEAR BEGINNING OCTOBER 1, 2005 AND ENDING SEPTEMBER 30, 2006; PROVIDING FOR INTRA- AND INTER- DEPARTMENTAL FUND TRANSFERS; PROVIDING FOR INVESTMENT OF CERTAIN FUNDS; DECLARING AN EMERGENCY; AND PROVIDING AN EFFECTIVE DATE ITEM 2. ORDINANCE ADOPT 2005-2006 AD VALOREM TAX RATE Acting City Manager Rumbelow requested approval of an ordinance setting the Fiscal Year 2005-2006 ad valorem tax rate at $0.3625 per $100.00 valuation apportioned as follows: General Fund - $0.128532 and Debt Service - $0.233968. Council Member Johnson, seconded by Council Member Spencer, offered a motion to adopt the ordinance as presented setting the ad valorem tax rate at $0.3625 per $100.00 valuation. The motion prevailed by the following vote: Ayes: Tate, Ware, Spencer, Wilbanks, Johnson, Stewart & Freed Nays: None ORDINANCE NO. 2005-71 AN ORDINANCE OF THE CITY OF GRAPEVINE, TEXAS, SETTING THE ANNUAL TAX RATE FOR TAX YEAR 2005; LEVYING TAXES FOR THE TAX YEAR 2005 TO BE ASSESSED ON ALL TAXABLE PROPERTY WITHIN THE LIMITS OF THE CITY OF GRAPEVINE, TEXAS; PROVIDING PENALTIES AND INTEREST FOR THE DELINQUENT TAXES; DECLARING AN EMERGENCY AND PROVIDING AN EFFECTIVE DATE EXECUTIVE SESSION Mayor Tate announced the City Council would conduct a closed session regarding: (A) Conference with City Manager and Staff to discuss and deliberate commercial and financial information received from business prospects the City seeks to have locate and expand in the City; with which businesses the City is conducting economic development negotiations pursuant to Section 551.087, Texas Government Code. Upon reconvening in open session in the Council Chambers, Mayor Tate asked if there was any action necessary relative to the closed session. Acting City Manager Rumbelow OA, 09/13/05 reported there was no action necessary relative to conference with City Manager pursuant to Section 551.087, Texas Government Code. Council Member Wilbanks, seconded by Council Member Freed, offered a motion to adjourn the meeting at 5:44 p.m. The motion prevailed by the following vote: Ayes: Tate, Ware, Spencer, Wilbanks, Johnson, Stewart & Freed Nays: None PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS on this the 20th day of September, 2005. ATTEST: Linda Huff City Secretary 3 William D. Tate Mayor STATE OF TEXAS COUNTY OF TARRANT CITY OF GRAPEVINE The City Council of the City of Grapevine, Texas met in Special Session (Workshop Session) on this the 13th day of September, 2005 at 5:00 p.m. in the City Council Conference Room, Second Floor, 200 South Main Street, with the following members present to -wit: William D. Tate Ted R. Ware Sharron Spencer C. Shane Wilbanks Clydene Johnson Roy Stewart Darlene Freed Mayor Mayor Pro Tem Council Member Council Member Council Member Council Member Council Member constituting a quorum, with the following members of the City Staff: Bruno Rumbelow Acting City Manager Linda Huff City Secretary Jennifer Hibbs Assistant to the City Manager CALL TO ORDER Mayor Tate called the workshop to order at 6:00 p.m. ITEM 1. DISCUSS FUTURE WORKSHOP SCHEDULES Acting City Manager Rumbelow reviewed the draft list of topics for future workshops as well as led the discussion of the frequency of and location of the workshops. Mayor Tate stated he wanted workshops conducted in the Council Chambers. It was the consensus of the City Council that the majority of workshops would be conducted in the Council Chambers and that extended workshops would be held in the City Council Conference Room. It was reiterated that all Council workshops are open to the press and the general public. ADJOURNMENT Council Member Wilbanks, seconded by Council Member Stewart, offered a motion to adjourn the meeting at 6:30 p.m. The motion prevailed by the following vote: Ayes: Tate, Ware, Spencer, Wilbanks, Johnson, Stewart & Freed Nays: None 09/13/05 PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS on this the 20th day of September, 2005. ATTEST: Linda Huff City Secretary 0 William D. Tate Mayor CHAPTER 380 ECONOMIC DEVELOPMENT PROGRAM AND INCENTIVE AGREEMENT THIS CHAPTER 380 ECONOMIC DEVELOPMENT PROGRAM AND INCENTIVE AGREEMENT (the "Agreement"), is made and entered into as of the th day of September, 2005, by and between the CITY OF GRAPEVINE, TEXAS, a home rule municipality located in the counties of Tarrant, Dallas and Denton, Texas (the "City"), and Great Wolf Resorts, Inc. (the "Developer"), a corporation in good standing authorized to do business in the State of Texas. (The City and Developer are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties".) RECITALS: Developer plans to develop approximately fifty (50) acres of property in the City Of Grapevine more particularly described as Lot 1, Block 1, Trencor Jetco Addition, Grapevine, Tarrant County Texas (the "Property") on which Developer plans to construct or cause to be constructed a family oriented resort hotel featuring an indoor water park (generally referred to herein as the "Project") to be known and named as the "Great Wolf Lodge" and certain additional retail facilities to be located on the Property (the "Additional Retail"); and DEVELOPER has requested that the City authorize certain incentives, grants, fee waivers, and consideration as provided herein (collectively referred to as the "Incentives") with respect to the Project; and The City has the authority under Chapter 380 of the Texas Local Government Code to provide economic development incentives in the form of loans or grants of public funds to support the expansion of local business activity, employment and development; and For the public purpose of promoting economic development and diversity, increasing employment, reducing unemployment and underemployment, expanding commerce and stimulating business and commercial activity in the State of Texas, Dallas, Denton and Tarrant Counties and the City, the City desires to enter into this Chapter 380 Economic Development Program and Agreement through which the City shall offer the incentives and grants to Developer as more particularly described in this Agreement; and The Agreement and Incentives are authorized by, and in accordance with Chapter 380 of the Texas Local Government Code. NOW, THEREFORE, for and in consideration of the promises, covenants and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, the City and DEVELOPER agree as follows: Page 1 of 12 Section I. The representations, covenants and recitations set forth in the foregoing recitals are material to this Agreement and are hereby incorporated into and made a part of this Agreement as though they were fully set forth in this Section I. Section II. The Project. The "Project" shall be divided into two phases (Phases I and II respectively) as hereinafter described for purposes of this Agreement. "Phase I" of the Project shall consist of the development, construction, and operation of a minimum of 400 hotel guest rooms and an indoor waterpark of at least 50,000 square feet and convention, meeting or conference space of a minimum of 10,000 square feet. In Phase I, Developer shall make a minimum "investment" of $60 million into the development of the Project. The term "investment" does not include real property purchase costs, but shall include all preconstruction and construction costs of the Project (including but not limited to the Hotel, and related convention space and water park) together with all related soft costs. Phase I is estimated to generate 225 new full-time jobs at the Project. "Phase II" of the Project shall consist of the construction of an additional 200 hotel guest rooms, an expansion of the indoor waterpark of at least 20,000 square feet (in addition to the 50,000 square feet referenced above in Phase I) and a minimum of 10,000 square feet of additional convention, meeting or conference space. In Phase II, Developer shall make a minimum investment of $30 million into the development of the Project. The term "investment" shall include all preconstruction and construction costs of the Project (including but not limited to the Hotel, and related convention space and water park) together with all related soft costs. Phase II is estimated to generate 75 new full-time jobs and 40 new part-time jobs at the Project. Section III. The Incentives A. To qualify for the Incentives provided for herein, Developer must also meet the conditions set forth in the following subparagraphs: i. Obtain the necessary building permit(s) and commence construction on Phase I no later than 24 months from the date of this agreement; and ii. Obtain the necessary building permit(s) and commence construction on Phase II no later than 72 months from the date of this agreement; and iii. Operate the Project for the full term during which any and all incentives provided for herein are granted to the Developer in compliance with all requirements of this Agreement and any incentives provided for herein; and Page 2 of 12 iv. The City will have the right to terminate this Agreement, in whole or in part, if Project is not commenced, completed, or opened in accordance with the requirements of the foregoing by the deadlines specified therein, by giving written notice thereof to Developer. V. All incentives provided for herein are wholly subject to Developer's compliance with the terms and conditions of this Agreement. Vi. For the purposes of qualification for incentives provided for herein, timeshare rentals or condominiums, shall not qualify for Incentives. vii. The Project shall be known, marked, and marketed as being located in the City of Grapevine, Texas. B. Notwithstanding anything to the contrary in this Agreement, the Developer shall not be required to meet the requirements of this Agreement relating to Phase II of the Project in order to qualify for and receive any incentives or grants described herein relating to Phase I of the Project. C. In consideration of the Developer's completion of the Project, the City agrees to provide the following incentives. i. Phase I a. For a period of ten (10) years after the issuance of a Certificate of Occupancy for Phase I, subject to the termination rights provided for herein, the City shall annually grant an amount to Developer equal to one cent of the Hotel Occupancy Tax rate [currently six cents ($.06)] collected by the City from Phase I of the Project for the immediately preceding Fiscal Year, which amount shall be allocated to the Project. In other words, the amount of the grant to Developer shall be calculated by determining an amount equal to one cent of the total Hotel Occupancy Tax rate collected by the City from Phase I of the Project for the applicable Fiscal Year. This grant shall be solely payable from Hotel Occupancy Tax generated by the Project. The City's Fiscal Year is October 1 of the current year through September 30 of the following year. The intent of this provision is to provide the grant referenced above for the first ten Fiscal Years that Phase I of the Project is occupied and operating as opposed to any time period during construction and development of Phase I of the Project. Accordingly, the first of the ten Fiscal years included herein shall be the first Fiscal Year during which Phase I of the Project is occupied and in operation and the amount of the grant for the first Fiscal Year shall be measured following the conclusion of said first Fiscal Year in accord with the provision referenced above. If State Law restricts the uses of the grant computed with respect to Hotel Occupancy Tax, the Developer will limit its use of the grant funds computed with respect to Hotel Occupancy Tax to those uses permitted by State Law. If for any reason an expenditure of the grant computed with respect to Hotel Occupancy Taxes is deemed to be unauthorized or illegal, Developer agrees to indemnify and hold Page 3of12 harmless the City for such amounts, and reimburse the City for all such amounts, though if permitted by State Law, Developer has the right to correct any unauthorized or illegal expenditure(s) by making additional authorized and legal expenditures. Developer will invoice the City by November I" of each year for the grant amount to be paid for the preceding City fiscal year ended September 30th. The grant shall be paid to Developer no later than November 30th of a given year included in this agreement for the preceding fiscal year ended September 301h, subject to the City's verification of the grant amount to which Developer is entitled for said fiscal year. In no case will the City pay any amount of the grant to Developer until the Hotel Occupancy Tax paid by Developer has been received by the City. b. The City shall waive any and all of the following development fees for Phase I of the Project: building permit, water inspection fees, sewer inspection fees, and drainage inspection fees. C. The City shall calculate water and sewer impact fees to be paid by Developer based upon building permit application, which fees shall be applied as follows: Hotel Fee applied to acreage of Hotel structure footprint: # acres x $47,631.00/acre Commercial Fee applied to balance of site: # acres x $6,352.00/acre d. Subject to the consent and approval of the adjacent property owner, the City shall abandon to developer the northern half of the right of way for East Wall Street adjacent to the Property. ii. Phase II a. For a period of ten (10) years after the issuance of a Certificate of Occupancy for Phase II, subject to the termination rights provided for herein, the City shall annually grant an amount to Developer equal to one cent of the Hotel Occupancy Tax [currently six cents ($.06)] collected by the City from Phase II of the Project for the immediately preceding Fiscal Year, which amount shall be allocated to the Project. In other words, with a $.06 Hotel Occupancy Tax Rate the amount of the grant to Developer shall be calculated by determining an amount equal to one-sixth (1/6) of the total Hotel Occupancy Tax Rate collected by the City from Phase II of the Project for the applicable Fiscal Year. This grant shall be solely payable from Hotel Occupancy Tax generated by the Project.The intent of this provision is to provide the grant referenced above for the first ten Fiscal Years that Phase II of the Project is occupied and operating as opposed to any time period during construction and development of Phase H of the Project. Accordingly, the first of the ten Fiscal years included herein shall be the first Fiscal Year during which Phase II of the Project is occupied and in operation and the amount of the grant for the first Fiscal Year shall be measured following the conclusion of said first Page 4 of 12 Fiscal Year in accord with the provision referenced above. If State Law restricts the uses of the grant computed with respect to Hotel Occupancy Tax, the Developer will limit its use of the grant funds computed with respect to Hotel Occupancy Tax to those uses permitted by State Law. If for any reason an expenditure of the grant computed with respect to Hotel Occupancy Taxes is deemed to be unauthorized or illegal, Developer agrees to indemnify and hold harmless the City for such amounts, and reimburse the City for all such amounts, though if permitted by State Law Developer has the right to correct any unauthorized or illegal expenditure by making additional authorized and legal expenditures. Developer will invoice by November 1St of each year the City for the grant amount to be paid for the preceding City fiscal year ended September 30th. The grant shall be paid to Developer no later than November 301h of a given year included in this agreement for the preceeding fiscal year ended September 30th, subject to the City's verification of the grant amount to which Developer is entitled for said fiscal year. In no case will the City pay any amount of the grant to Developer until the Hotel Occupancy Tax paid by Developer has been received by the City. b. The amount of the grant remitted to the Developer for Phase II after any grant for Phase I has ceased (no more than 10 years from the date of issuance of certificate of occupancy for Phase I) shall be an amount equal to 1/3 of 1% of the total hotel/motel tax paid by the Project for the remaining period of incentives applicable to Phase II. In other words, the amount of the grant remitted to Developer for the period described in this provision shall be one-third (1/3) of one cent of the total Hotel Occupancy Tax rate collected by the City from Phase II of the Project for the applicable Fiscal Year In no case will the Phase II incentives be applied more than 10 years from the date of issuance of a certificate of occupancy for Phase II. C. The City shall waive any and all of the following development fees for Phase II of the Project: building permit, water inspection fees, sewer inspection fees, and drainage inspection fees. d. The City shall calculate water and sewer impact fees to be paid by Developer based upon building permit application, which fees shall be applied as follows: Hotel Fee applied to acreage of Hotel structure expansion footprint (Phase II) less Commercial Fee paid to date on Expansion footprint (Phase II) Hotel Expansion footprint (Phase II) # acres x ($47,631.00/acre — $6,352.00/acre) e. The City shall annually provide a grant in an amount equal to one half of one cent of the municipal sales tax revenue collected on the "Property" for a period of ten (10) years following the opening of Phase II. Page 5of12 Developer shall invoice the City for the grant amount to be paid for the preceding City fiscal year ended September 30th. The grant shall be paid to developer no later than November 30th of a Tiven year included in this agreement for the preceding fiscal year ended September 30t , subject to the City's verification of the grant amount to which Developer is entitled for said fiscal year. Developer agrees to execute or provide a waiver of confidentiality with the Texas Comptroller of Public Accounts to release sales tax information to the City of Grapevine and to insure that all retailers on the "Property" also execute confidentiality waivers. Names, addresses and sales tax identification numbers for all parties affected by this agreement shall be provided to the City of Grapevine along with the party's application for certificate of occupancy. In no case will the City pay any amount of the grant to Developer until the sales tax paid by Developer, or other retail sales taxpayers located on the Property, has been received by the City. Section IV. SALES AND USE TAX SEPARATED CONTRACT All construction contracts comprising the "Project" shall require that the respective contractor enter into a separated contract with the State of Texas for the purpose of Sales Tax Collection on eligible project costs in accordance with Texas Tax Code Secs. 151.056, 151.311 and 321.208. Section V. Miscellaneous A. All construction on the Project will be in accordance with applicable codes, regulations and ordinances of the City, and all applicable State and Federal laws, rules and regulations. B. Except to a "Partner Company", "Affiliate" or "Subsidiary" of Developer or an "Affiliate" or "Subsidiary" of a "Partner Company" of Developer (as defined below), Developer shall not assign this Agreement, or allow it to be assigned, in whole or in part, by operation of law or otherwise, or mortgage or pledge the same, without the prior written consent of the City, such consent not to be unreasonably withheld or delayed. The City's consent to an assignment shall be deemed given if the City does not respond to Developer's request within twenty (20) days after the City's receipt of such request. Each of the partners of Developer is a Partner Company. An Affiliate of an entity is any entity fifty- one percent (51%) or more of the ownership of which is owned, directly or indirectly, by such entity or under common ownership with such entity. A Subsidiary of an entity is any entity eighty percent (80%) or more of the ownership of which is owned by such entity. The consent by the City to any assignment shall not relieve Developer from the obligation to obtain the City's express written consent to any other assignment. Any sale or other transfer, including by consolidation, merger or reorganization, of a majority of the voting stock of Developer, if Developer is a corporation, or any sale or other transfer of a majority in interest (whether of profits, losses, capital or voting power) or a majority of the persons comprising the managers of the partnership, if Developer is a partnership, shall not be an assignment for purposes of this Paragraph. Notwithstanding anything to the contrary contained in this Agreement, Developer or its Partner Company, Affiliate or Subsidiary may assign, mortgage, pledge, hypothecate or otherwise transfer Page 6of12 without consent its interest in this Agreement to any financing entity, or agent on behalf of any financing entity to whom Developer or its Partner Company, Affiliate or Subsidiary (i) has obligations for borrowed money or in respect of guaranties thereof, (ii) has obligations evidenced by bonds, debentures, notes or similar instruments, or (iii) has obligations under or with respect to letters of credit, bankers acceptances and similar facilities or in respect of guaranties thereof. C. The individuals executing this Agreement on behalf of the respective parties below represent to each other and to others that all appropriate and necessary action has been taken to authorize the individual who is executing this Agreement to do so for and on behalf of the party for which his or her signature appears, that there are no other parties or entities required to execute this Agreement in order for the same to be an authorized and binding agreement on the party for whom the individual is signing this Agreement and that each individual affixing his or her signature hereto is authorized to do so, and such authorization is valid and effective on the date hereof. a. This Agreement is executed by the parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is forever confessed. b. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. c. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision thereof, and this agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. d. Each signatory represents this Agreement has been read by the party for which this Agreement is executed and that such party has had an opportunity to confer with its counsel. e. Time is of the essence in this Agreement. The parties agree this Agreement has been drafted jointly by the parties and their legal representatives. D. The Developer agrees to and does hereby indemnify, defend and hold the City, its employees, representatives and agents, harmless of and from any and all losses, costs, claims, damages, injury, expense or liability (including, without limitation, reasonable attorneys' fees and court costs and expenses) arising by reason of injury to or death of persons, damage to property or claims for liens for work or labor performed, materials or supplies furnished arising out of or in connection with the performance of the work undertaken or performed by or on behalf of the Developer. This indemnity shall not apply in instances of the City's sole negligence.The scope of this indemnity is limited in coverage to the total amount of $500,000 per incident. In addition, the foregoing notwithstanding, the parties hereto reserve the right to all Page 7 of 12 available legal defenses and all protections and limitations of liability provided by the Texas Tort Claims Act and the Texas Constitution relative to these parties. The provisions of this indemnification are solely for the benefit of the parties hereto and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity. E. Powers. (i) The City hereby represents and warrants to Developer that the City has full constitutional and lawful right, power and authority, under currently applicable law, to execute and deliver and perform the terms and obligation of this Agreement, and all of the foregoing have been or will be duly and validly authorized and approved by all necessary City proceedings, findings and actions. Accordingly, this Agreement constitutes the legal, valid and binding obligation of the City, is enforceable in accordance with its terms and provisions and does not require the consent of any other governmental authority. (ii) Developer hereby represents and warrants to the City that Developer has full lawful right, power and authority to execute and deliver and perform the terms and obligations of this Agreement and all of the foregoing have been or will be duly and validly authorized and approved by all necessary actions of Developer. Concurrently with Developer's execution of this Agreement, Developer has delivered to the City copies of the resolutions or other corporate actions authorizing the execution of this Agreement and evidencing the authority of the persons signing this Agreement on behalf of Developer to do so. Accordingly, this Agreement constitutes the legal, valid and binding obligation of Developer, and is enforceable in accordance with its terms and provisions. F. Authorized Parties. Whenever under the provisions of this Agreement and other related documents and instruments or any supplemental agreements, any request, demand, approval, notice or consent of the City or Developer is required, or the City or Developer is required to agree or to take some action at the request of the other, such request, demand, approval, notice or consent, or agreement shall be given for the City, unless otherwise provided herein, by the City Mayor or his designee and for Developer by any officer of Developer so authorized (and, in any event, the officers executing this Agreement are so authorized); and any Party shall be authorized to act on any such request, demand, approval, notice or consent, or agreement. G. Default. (i) A Party shall be deemed in default under this Agreement (which shall be deemed a breach hereunder) if such Party fails to materially perform, observe or comply with any of its covenants, agreements or obligations hereunder or breaches or violates any of its representations contained in this Agreement. (ii) Before any failure of any Party to this Agreement to perform its obligations under this Agreement shall be deemed to be a breach of this Agreement, the Party Page 8 of 12 claiming such failure shall notify, in writing, the Party alleged to have failed to perform of the alleged failure and shall demand performance. No breach of this Agreement may be found to have occurred if performance has commenced to the reasonable satisfaction of the complaining Party within thirty (30) days of the receipt of such notice. Except as otherwise set forth herein, no action taken by a Party pursuant to the provisions of this Section or pursuant to the provisions of any other Section of this Agreement shall be deemed to constitute an election of remedies and all remedies set forth in this Agreement shall be cumulative and non-exclusive of any other remedy either set forth herein or available to any Party at law or in equity. Each of the Parties shall have the affirmative obligation to mitigate its damages in the event of a default by the other Party. (iii) Notwithstanding anything in this Agreement which is or may appear to be to the contrary, if the performance of any covenant or obligation to be performed hereunder by any Party is delayed as a result of circumstances which are beyond the reasonable control of such Party (which circumstances may include, without limitation, pending or threatened litigation, acts of God, war, acts of civil disobedience, fire or other casualty, shortage of materials, adverse weather conditions (such as, by way of illustration and not limitation, severe rain storms or below freezing temperatures, or tornadoes, labor action, strikes or similar acts) the time for such performance shall be extended by the amount of time of such delay. The Party claiming delay of performance as a result of any of the foregoing "force majeure" events shall deliver written notice of the commencement of any such delay resulting from such force majeure event not later than seven (7) days after the claiming Party becomes aware of the same, and if the claiming Party fails to so notify the other Party of the occurrence of a "force majeure" event causing such delay, the claiming Party shall not be entitled to avail itself of the provisions for the extension of performance contained in this Section. H. This Agreement, and any exhibits attached hereto, may be amended only by the mutual agreement of the Parties evidenced by a written amendment, by the adoption of an ordinance or resolution of the City approving such written amendment, as provided by law, and by the execution of such written amendment by the Parties or their successors in interest. I. Entire Agreement. This Agreement sets forth all agreements, understandings and covenants between and among the Parties relative to the matters herein contained. This Agreement supercedes all prior agreements, negotiations and understandings, written and oral, and shall be deemed a full integration of the entire agreement of the Parties. J. Severability. If any provision, covenant, agreement or portion of this Agreement, or its application to any person, entity or property, is held invalid, such invalidity shall not affect the application or validity of any other provisions, covenants, agreements or portions of this Agreement and, to that end, all provisions, covenants, agreements or portions of this Agreement are declared to be serverable. K. Texas Law. This Agreement shall be construed in accordance with the laws of the State of Texas, and any actions concerning this Agreement shall be brought in either the Texas State District Courts of Tarrant County, Texas or the United States District Court for the Northern District of Texas. Page 9of12 L. Notice. Any notice to be given or served hereunder or under any document or instrument executed pursuant hereto shall be in writing and shall be (i) delivered personally, with a receipt requested therefor, or (ii) sent by telecopy facsimile; or (iii) sent by a nationally recognized overnight courier service; or (iv) delivered by United States registered or certified mail, return receipt requested, postage prepaid. All notices shall be addressed to the Parties at their respective addresses set forth below, and shall be effective (a) upon receipt or refusal if delivered personally or by telecopy facsimile; (b) one (1) business day after depositing with such an overnight courier service or (c) two (2) business days after deposit in the United States mails, if mailed. A Party may change its address for receipt of notices by service of a notice of such change in accordance with this Section. All notices by telecopy facsimile shall be subsequently confirmed by U.S. certified or registered mail, return receipt requested. If to the City: City of Grapevine 200 South. Main Street P. O. Box 95104 Grapevine, Texas 76099 Attn: City Manager Fax: (817) 410-3002 with a copy to: John F. Boyle, Jr. Boyle & Lowry, L.L.P. 4201 Wingren, Suite 108 Irving, Texas 75062-2763 If to Developer: with a copy to: Fax: (972) 650-7105 Great Wolf Resorts, Inc. 122 West Washington Avenue, 6th Floor Madison, Wisconsin 53703 Attn: J. Michael Schroeder, General Counsel Fax: (608) 661-4701 Great Wolf Resorts, Inc. 122 West Washington Avenue, 6th Floor Madison, Wisconsin 53703 Attn: Mr. Patrick O'Donahue Fax: (608)661-4701 Page 10 of 12 M. Interpretation. This Agreement has been jointly negotiated by the Parties and shall not be construed against a Party because that Party may have primarily assumed responsibility for the drafting of this Agreement. IN WITNESS WHEREOF, the City Council of the City of Grapevine, Texas, and Great Wolf Resorts, Inc. have authorized and caused this Agreement to be executed and delivered on this the day of , 2005. ATTEST: Linda Huff City Secretary APPROVED AS TO FORM: John F. Boyle, Jr. City Attorney THE CITY OF GRAPEVINE, TEXAS, a Texas home rule municipality Bruno Rumbelow Acting City Manager Great Wolf Resorts, Inc. Hernan Martinez Title: President, Development Division Page 11 of 12 CORPORATE ACKNOWLEDGMENT: The State of Texas County of Tarrant Before me, the undersigned, on this day personally appeared of Great Wolf Resorts, Inc., proved to me through the presentation of a valid Drivers License to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. Mr./Ms. furthermore attested that he/she is signing this in his/her capacity as of Great Wolf Resorts, Inc., and that such capacity makes his signature valid to bind the company, Great Wolf Resorts, Inc. Seal: GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of , 2005. My Commission Expires: Notary Public in and for the State of Texas A:\GV GV Great Wolf Agreement NR920 05 430 pm draftclean.doc Page 12 of 12