WEBSTER ECONOMIC DEVELOPMENT CORPORATION
WEBSTER, TEXAS
TUESDAY, MARCH 11, 2014
AGENDA
MUNICIPAL BUILDING COUNCIL CHAMBERS
101 PENNSYLVANIA, WEBSTER, TEXAS
6:00 P.M.
A QUORUM OF CITY COUNCIL MAY BE PRESENT
1. Invocation and Pledge of Allegiance.
2. Roll Call and Certification of a Quorum.
3. Petitions or Requests from the Public.
4. CONSIDERATION/APPROVAL of the Agenda.
5. Business Update: Retention, Expansion and Recruitment Monthly Report.
6. EXECUTIVE SESSION: The Board will now hold a closed executive meeting
pursuant to the provisions of Chapter 551 of the Texas Government Code, in
accordance with the authority contained in:
A. Section 551.087, Deliberation regarding the commercial/financial
information that the governmental body has received from a
business prospect that the governmental body seeks to locate in the
City of Webster and with which the governmental body is
conducting economic development negotiations.
7. RECONVENE into Regular Session and Consider Action, If Any, on items discussed
in Executive Session.
8. CONSIDERATION/ACTION to approve and authorize the President to execute an
Economic Development Agreement with TopGolf in the amount of $750,000 within
Phase 1 of the WEDC Destination Development Project.
9. CONSIDERATION/ACTION to approve the minutes:
●Special Meeting of February 4, 2014.
10. Excused Absences.
11. Board Member Agenda Requests.
12. Executive Director Report –
Webster Economic Development Corporation
Agenda
March 11, 2014
Calendar of Events
13. Adjournment.
ALL ITEMS ON THE AGENDA ARE SUBJECT TO ACTION.
In compliance with the Americans with Disabilities Act, this building is wheelchair
accessible and accessible parking spaces are available. The Webster Economic
Development Corporation will provide reasonable accommodations for persons attending
Economic Development Corporation meetings. Requests should be received 48 hours
prior to the meetings. Please contact the Secretary at 281-332-1826.
The Webster Economic Development Corporation reserves the right to meet in closed
session on any of the above items should the need arise and if applicable pursuant to
authorization by Title 5, Chapter 551, of the Texas Government Code.
I certify that a copy of this notice of the meeting for March 11, 2014 was posted at City
Hall, 101 Pennsylvania, Webster, Texas on Thursday, March 6, 2014 by 5:30 p.m.
_____________________
Pauline Small, Secretary
2
Item 5
WEDC
Agenda Item
Webster Economic Development Corporation
March 11, 2014
AGENDA ITEM: MONTHLY BUSINESS UPDATE
SUMMARY/BACKGROUND: Economic Development’s mission is to grow the City’s
commercial tax base in order to cultivate a vibrant community. The Economic
Development Department is responsible for planning, directing, and implementing all
activities related to the practice of Economic Development, which entail enlarging and
enhancing the commercial tax base to foster economic health and vitality. Through
business attraction, expansion, and retention initiatives, Economic Development
focuses on augmenting targeted sectors, including retail, medical, biomedical,
aerospace, hospitality, and professional office. The Economic Development
Department is committed to forging strong bonds between the City and its commercial
constituents by promulgating a developer-friendly philosophy and engaging in
promotional, networking, recruitment, retention, and expansion endeavors.
New and Expanded Businesses
Expedia CruiseShipCenters, located at 400 West Bay Area Boulevard (Bay Area
Shopping Center), constitutes a new Webster travel agency that features travel
navigators who find and book dream vacations. As its name connotes, Expedia
CruiseShipCenters specializes in cruise experiences; however, this company is a fullservice travel agency that provides air, hotel, car, and other vacation, business, and
travel expertise and offerings. Expedia CruiseShipCenters located in space that was
formerly tenanted by Hi-Times. The center, anchored by Angelo’s Pizza and Pasta,
underwent a stunning renovation.
Slices & Ices, located at 300 West Bay Area Boulevard (Shops at the Bay), is a new
concept that offers great Italian cuisine and ices. As its name suggests, Slices & Ices
specializes in pizza by the slice or whole pie—with a huge variety of toppings, like
chicken parmesan, chicken marsala, penne vodka, and pulled pork. Additionally, the
restaurant features various types of busta (stuffed bread) and calzone. With over twenty
flavors of Italian ices, which are sold in three sizes, Slices & Ices is a unique concept for
the region. This restaurant, which offers fast, free delivery, took over space that was
formerly leased by Mooyah Burgers.
T-Mobile, located at 599-B West Bay Area Boulevard (The Boulevard), constitutes a
business relocation from Houston to Webster. Formerly, T-Mobile was located just north
of Webster’s city limits at Baybrook Passage, but due to Texas Department of
Transportation’s Gulf Freeway expansion project, the mobile phone and technology
store had to relocate. T-Mobile chose the busy center, known as “The Boulevard,”
where it landed at the high exposure endcap at the corner of Texas Avenue at Bay
Area Boulevard. Now, T-Mobile and Batteries +Bulbs share the original endcap space
that was once tenanted by Gayle’s.
United Fire Group, located at 455 East Medical Center Boulevard (Galaxy II), relocated
its Galveston offices to Webster in January 2014. Since Hurricane Ike in September 2008,
Economic Development had been working with United Fire Group in recruitment efforts.
United Fire Group, a Fortune 500 company, is delighted to be at 455 East Medical
Center Boulevard, occupying first-generation space on the third and fourth floors.
Galaxy II, which encompasses 110,000 square feet, touts high occupancy, as, currently,
it has only one 5,000 square foot space available for lease.
Layouts Illustrating Recent Advertisements
for Slices & Ices and Sears Outlet
Attached are recent ads for Slices & Ices and Sears Outlet that appeared as flyers in
the Houston Chronicle.
EXPENDITURE:
FUNDING SOURCE:
AMT. BUDGETED: ____________________
FINANCE DEPT. APPROVAL: _________________
PRIORITY/CAPITAL IMPROVEMENT PROGRAM:
YES
NO √
PREPARED BY: Dr. Betsy Giusto, Economic Development Director
APPROVAL BY EXECUTIVE DIRECTOR:
Attachments: New business visitations and photographs, as well as layouts for Slices & Ices and
Sears Outlet
2
NEW BUSINESS VISITATION: February 27, 2014
Karen Coglianese
Expedia CruiseShipCenters – 400 W. Bay Area Blvd., Suite D – Bay Area Shopping Center
Expedia Inc., based in Vancouver, Canada, bought CruiseShipCenters travel agency last
year and now owns 180 franchise locations. The Webster Expedia CruiseShipCenters is
The Expedia CruiseShipCenters
Expedia Inc.’s 21st location in the United States.
franchisee, Riyaz Momin, chose this location because of the “robust area.” This office will
be home base to independent cruise and vacation consultants. Expedia Inc. provides
training and marketing for all franchise locations. The hours at the Webster location are
Monday through Friday 9:00 a.m. to 7:00 p.m. Expedia CruiseShipCenters plans to host a
Grand Opening in May or June.
NEW BUSINESS VISITATION: February 27, 2014
Karen Coglianese
Slices & Ices – 300 W. Bay Area Blvd., Suite 800 – Shops at the Bay
A New York restaurant group owns the Webster Slices & Ices, which opened February 21,
2014. According to managing partner Roger Prat, the restaurant group wanted to try a
brand new concept and heard the place to start a new concept was the Houston area.
Slices & Ices features pizza slices with a variety of toppings; everything from a slice of
Cheese pizza to Chicken Bacon Ranch pizza. Slices & Ices offers 24 flavors of Italian Ice –
Vanilla, Passion Fruit, Pineapple, Coconut, and Cappuccino, to name a few. Slices & Ices
opened for business on Friday, February 21, 2014. According to Prat, business has been
steady, but he is looking for an increase in business now that a marketing mailing has
been sent to 50,000 households. Business hours are 11:00 a.m. to 10:00 p.m. Sunday
through Thursday, and 11:00 a.m. to 11:00 p.m. Friday and Saturday.
BUSINESS EXPANSION VISITATION: FEBRUARY 27, 2014
Karen Coglianese
T-Mobile – 599-B W. Bay Area Boulevard – The Boulevard
The Interstate 45 expansion project resulted in T-Mobile having to relocate, and T-Mobile
chose to relocate to The Boulevard Shopping Center in Webster because of its close
proximity to its prior location and because of the excellent exposure of this end cap site. A
Grand Opening is planned for March 1, 2014. This T-Mobile location will be open seven
days a week, Monday through Saturday 9:00 a.m. to 8:00 p.m. and Sunday 12:00 p.m.
to 6:00 p.m. According to Manager Brian Ejiasi, T-Mobile offers many competitive phone,
text, and data plans.
NEW BUSINESS VISITATION: February 11, 2014
Karen Coglianese
United Fire Group – 455 E. Medical Center Blvd., Floors 3 and 4 – Galaxy II
United Fire Group’s 68 employees are now occupying the third and fourth floors of the
Galaxy II building located at 455 E. Medical Center Boulevard. The new location offers
plenty of room for expansion, in addition to two large conference rooms, an historical
boardroom, six small conference rooms, two training rooms with all the necessary
amenities, a small relaxation area, a library, and a beautiful, large break room. United Fire
Group provides an employee event every month: picnic, ice cream social, employee bingo,
health assessments on-site, chair massages on-site, open house for employees and
family, along with an annual dinner dance for employees and guests.
Slices & Ices Opens
Authentic New York Pizza by the Slice at 300 W. Bay Area Blvd.
Searsin Houston
Outlet
Advertisement
Chronicle, February 27, 2014
Item 6
WEDC
Agenda Item
EXECUTIVE SESSION
The Board will now hold a closed executive meeting pursuant to the provisions of Chapter 551
of the Texas Government Code, in accordance with the authority contained in:
A. Section 551.087, Deliberation regarding the commercial/financial
information that the governmental body has received from a business
prospect that the governmental body seeks to locate in the City of
Webster and with which the governmental body is conducting economic
development negotiations.
Item 7
WEDC
Agenda Item
RECONVENE into Regular Session and
Consider Action, If Any, on items
discussed in Executive Session.
Item 8
WEDC
Agenda Item
Webster Economic Development Corporation
March 11, 2014
AGENDA ITEM: Consideration/Action to approve and authorize the President to execute an
Economic Development Agreement with TopGolf in the amount of $750,000 within Phase 1 of
the WEDC Destination Development Project.
PURPOSE STATEMENT: The Webster Economic Development Corporation (WEDC)
established a Destination Development Project on May 25, 2011. Subsequently, the project was
approved by City Council on June 21, 2011, and adopted by resolution by the Webster Economic
Development Corporation on August 9, 2011. The proposed 12-to-14 acre super-regional
entertainment venue development accords with the intent, goal, and purpose of the Destination
Development Project—which encompasses more than 200 acres—and constitutes the first phase of
this Project.
SUMMARY/BACKGROUND (WHY): In accordance with Economic Development’s mission to
grow the City’s sales tax base, ensure the City’s long-term commercial vibrancy, and establish a
destination for Webster, the retail, dining, entertainment, hotel, and recreation project, known as
the “Destination Development Project,” was established in May 2011, approved by Council in
June 2011, and adopted by resolution in August 2011. The Destination Development Project
complements WEDC land acquisition of 17.8 acres in November 2010 and enables Webster to
chart a favorable course.
The opportunity to ignite the Destination Development Project with a proven, top-tier, superregional, 65,000 square foot entertainment venue that would result in new construction investment
of $17M to $18.5M, attract 450,000 visitors annually, create a minimum of 100 jobs, and market
Webster intensively is unparalleled.
The Webster Economic Development Corporation, a Type B sales tax corporation established in
1999 and organized under The Development Corporation Act of 1979, is authorized to expend
funds for recruitment of this entertainment venue as part of the Destination Development Project in
the form of targeted infrastructure, expenditures, and improvements that promote new business
development.1
The WEDC economic development assistance in the amount of $750,000 will make feasible a new
business enterprise within the Destination Development Project that will grow the City’s sales tax
base both directly and indirectly, ensure the City’s long-term commercial vibrancy, and result in an
1
While there are multiple sections within the Texas Local Government Code that contain authorization for the WEDC’s expending funds in a
variety of modes (land, building, infrastructure, etc.) to land this entertainment venue within the Destination Development Project, Chapter 505,
Subchapter D, Section 505.158 cites the following definition: “For a Type B corporation authorized to be created by a municipality with population
of 20,000 or less, “project” also includes the land, buildings, equipment, facilities, expenditures, targeted infrastructure, and improvements found by
the corporation’s board of directors to promote new or expanded business development.” (Texas Local Government Code, p.1230, 2010 Edition.)
increase in commercial sales activity, employment, and taxable value, which will promote the
municipality’s business development and further stimulate commercial activity within this sector.
The Economic Development Agreement, which is attached, delineates performance criteria for
TopGolf Webster that entails the following components:
 Construction of 65,000 square foot (or latest prototype size) golf entertainment complex,
with three-story facility featuring climate-controlled hitting bays, restaurant, bar, and
private event space
 Construction of private drive that extends from entrance on Interstate 45 feeder road to
existing public right of way to the east
 Construction of a minimum ten-inch public water line that connects the water line from the
existing public right of way to the east to Interstate 45
 Timeline for commencement of construction by August 1, 2014 and opening date by July
1, 2015
 Commitment to employ a minimum of 100 people, regardless of full or part-time status
 Commitment to operate for a minimum of five years or refund proportionately the WEDC’s
funding assistance
STAFF RECOMMENDATIONS: Staff recommends that the WEDC approve and authorize the
WEDC President to sign the Economic Development Agreement with TopGolf.
EXPENDITURE: $750,000.00
FUNDING SOURCE: 050-82700-00-3795
Economic Development Initiatives
AMT. BUDGETED: $822,650.00
FINANCE DEPT. APPROVAL: Wm. Michael Rodgers, CPA
PRIORITY/CAPITAL IMPROVEMENT PROGRAM: YES
NO X
PREPARED BY: Dr. Betsy Giusto, Economic Development Director
APPROVAL BY EXECUTIVE DIRECTOR: ___________________________
Attachment: Proposed Economic Development Agreement
Economic Development Agreement
This Economic Development Agreement is made and entered into as of ________, by and
between the Webster Economic Development Corporation—a Texas nonprofit corporation
established in 1999, organized under The Development Corporation Act of 1979, and governed
by Section 4B (Type B) of the Act for the purposes of developing business enterprise on behalf
of the City of Webster, located in Harris County, Texas, (the "WEDC") and TopGolf (the
"Operator"), which operates as TopGolf International, headquartered in Dallas, Texas.
A. Capitalized terms used in these recitals are defined in Article I below. The WEDC
has due authority to create and undertake projects that promote new or expanded
business development, including targeted infrastructure, improvements,
expenditures, and facilities. (Texas Local Government Code, Chapter 505.158). The
WEDC project “Destination Development” was established on May 25, 2011,
approved by Webster City Council on June 21, 2011, and adopted by resolution by
WEDC on August 9, 2011. This Economic Development Agreement authorizes the
expenditure of WEDC funds in the amount of $750,000 to attract the Operator to the
Destination Development Project.
B. The Operator has requested that the WEDC provide economic development financial
assistance in the amount of $750,000 to be utilized for infrastructure and site
development for the construction of TopGolf Webster, a 65,000 square foot (or
latest prototype size), super-regional, premier golf entertainment complex, with
three-story facility featuring climate-controlled hitting bays, restaurant, bar, and
private event space, located on 12-14 acres, south of Academy Sports & Outdoors
within the Destination Development.
C. The WEDC economic development assistance in the amount of $750,000 will make
feasible a new business enterprise in the City—the construction and operation of
TopGolf Webster, which will cost the Operator between $17,000,000 and
$18,500,000, excluding land costs (the "Project").
D. The WEDC finds that the Project constitutes an essential component of the
Destination Development and will grow the City’s sales tax base both directly and
indirectly, ensure the City’s long-term commercial vibrancy, and result in an
increase in employment, commercial sales activity, and taxable value, which will
promote the City's business development and further stimulate commercial activity
in the City.
NOW, THEREFORE, in consideration of the foregoing and of the mutual agreements herein
contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
ARTICLE I.
DEFINITIONS
Capitalized terms used herein, including the recitals hereto shall have the meanings set forth in
1
the section, unless otherwise defined, or unless the context requires another definition.
"Act" means Texas Local Government Code, Chapter 505.158.
"City" means the City of Webster, Texas, a Texas municipal corporation located in Harris
County, Texas.
“Destination Development” means project created by the WEDC on May 25, 2011, approved
by Webster City Council on June 21, 2011, and adopted by resolution by WEDC on August 9,
2011, that designates a specific land area for a super-regional retail, dining, entertainment,
hotel, and recreation destination.
"Operator" means TopGolf International, headquartered in Dallas, Texas, which operates as
TopGolf.
"Project" means TopGolf Webster to be constructed within the Destination Development, south
of Academy Sports & Outdoors. A description of the Project, including the location and
proposed site plan, is attached hereto as Exhibit "A."
“WEDC” means the Webster Economic Development Corporation, a Texas nonprofit
corporation established in 1999 by the City of Webster, organized under The Development
Corporation Act of 1979, governed by Section 4B (now called Type B) of the Act for the
purposes of developing business enterprise on behalf of the City of Webster, Texas.
ARTICLE II.
COOPERATION
The parties agree to take such actions, including the execution and delivery of such documents,
instruments, and certifications, as may be necessary or appropriate, from time to time, to carry
out the terms, provisions, and intent of this Agreement and to aid and assist each other in
carrying out the terms, provisions, and intent described in the Project.
ARTICLE III.
EFFECTIVENESS OF AGREEMENT
This Agreement shall be effective from and after its approval and execution by both Parties.
ARTICLE IV.
PERFORMANCE AND PAYMENT OF PROJECT COSTS
A. Subject to the terms of this Agreement, the WEDC agrees that it will pay the
Operator a total of $750,000 that will be used for a variety of infrastructure, site
2
development, and construction costs for the Project (including professional services
for infrastructure design, engineering, and construction; paving; utility work;
parking lot improvements; landscaping; site amenities; signage; construction of
three-story facility; and other costs associated with fostering new business
enterprise), according to the following schedule: one-half the amount (or $375,000)
will be paid to the Operator after the Operator finalizes the purchase of 12-14 acres
within the Destination Development, receives a building permit from the City,
obtains any other required municipal approvals, and commences construction of the
Project. The second half of the amount (or $375,000) will be paid to the Operator
after the certificate of occupancy is issued.
B. Operator shall work diligently to finalize land acquisition and apply for its required
building permit and any other necessary municipal approvals and use its best efforts
to create, complete, publish, tender, and furnish all applications, plans, and
specifications and all other data required and reasonably requested by WEDC and
City as supporting data for issuance of a building permit or any other approval(s) for
the project in question by the City. City agrees not to unreasonably withhold
approval of the issuance of the permit and/or the approval.
C. Operator agrees that it will complete the following performance components that
constitute the Project and represent utilization of the economic development
financial assistance before it is eligible for its certificate of occupancy:
Construction of private drive that extends from entrance on Interstate 45
feeder road to existing public right of way to the east
Construction of a minimum ten-inch public water line that connects the
waterline from the existing public right of way to the east to Interstate 45
Construction of 65,000 square foot (or latest prototype size) golf
entertainment complex with three-story facility featuring climatecontrolled hitting bays, restaurant, bar, and private event space
Facilitation of platted access easement with adjoining properties
D. Operator agrees that it will commence construction on the Project on or about
August 1, 2014, and open on or about July 1, 2015.
E. Operator estimates that the Project will accommodate approximately 450,000
visitors annually, generate $10,000,000 in annual sales revenues (including
nontaxable and taxable revenue), and allocate $300,000 annually toward marketing.
F. Operator agrees that the Project will employ a minimum of 100 people, regardless
of full or part-time status.
G. Operator agrees that, once the use is commenced and open for business, the project
shall be continuously open to the public for a minimum of five years (with the
exception of issues beyond the Project’s or Operator’s control as delineated in
Article VI.C.) and agrees to repay to WEDC portions of the funds advanced by the
WEDC ($750,000) if the performance criteria delineated in Article IV are not
3
substantially and timely met, measured as follows:
1. If the project is not continuously open for a minimum of five years, the
funds advanced shall be refunded proportionately for the years or parts
of years that fall short of five years of minimum continuous operation.
2. If the failure to meet any other performance criterion involves some
criterion (not an estimate) other than the agreement to be continuously
open to the public for five years minimum, the damages for Operator’s
breach shall be measured and resolved by arbitration of the existence of
the breach and the damages caused thereby if the parties cannot agree on
reasonable damages for underperformance in criteria minimums or
timeliness. Time is of the essence.
ARTICLE V.
AUTHORITY OF PARTIES
A. The WEDC hereby represents and warrants to Operator that the WEDC has full
constitutional and lawful right, power, and authority, under currently applicable law,
to execute, deliver, and perform the terms and obligations of this Agreement, with
approval of the apportionment by City Council; and, all of the foregoing have been
or will be duly and validly authorized and approved by all necessary WEDC and
City proceedings, findings, and actions. Accordingly, this Agreement constitutes the
legal, valid, and binding obligation of the WEDC and is enforceable in accordance
with its terms and provisions.
B. The Operator hereby represents and warrants to the WEDC that Operator has full
lawful right, power, and authority to execute, 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 Operator.
Concurrently with Operator's execution of this Agreement, Operator has delivered
to the WEDC 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 the Operator to do so. Accordingly, this Agreement
constitutes the legal, valid, and binding obligation of Operator and is enforceable in
accordance with its terms and provisions.
C. Whenever under the provisions of this Agreement, any reasonable request,
approval, notice, or consent of the WEDC or Operator is required, the WEDC or
Operator is required to agree or to take some action at the request of the other, such
request, approval, notice, or consent shall be given for the WEDC, unless otherwise
provided herein, by the Executive Director or his designee, and for Operator by any
officer of Operator so authorized (and, in any event, the officers executing this
Agreement are so authorized).
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ARTICLE VI.
DEFAULT
A. 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.
B. Before any failure of any party to perform its obligations under this Agreement shall
be deemed a breach of this Agreement, the party 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, subject, however, to the
terms and provisions of Section VI.C. Upon a breach of this Agreement, the nondefaulting Party, in any court of competent jurisdiction, by an action or proceeding
at law or in equity, may secure the specific performance, or both. Except as
otherwise set forth herein, no action taken by a Party pursuant to the provisions of
this Section 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 nonexclusive 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 default by the
other Party.
C. 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, 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.
ARTICLE VII.
GENERAL PROVISIONS
A. Time of the Essence
Time is of the essence of this Agreement. The parties will make every reasonable
effort to expedite the subject matters hereof and acknowledge that the successful
5
performance of this Agreement requires their continued cooperation.
B. Personal Liability of Public Officials
To the extent permitted by State law, no public official or employee shall be
personally responsible for any liability arising under or growing out of this
Agreement.
C. Liability of the Operator, its Successors, and Assignees
Any obligation or liability of the Operator whatsoever that may arise at anytime
under this Agreement or any obligation or liability which may be incurred by the
Operator pursuant to any other instrument, transaction, or undertaking contemplated
hereby shall be satisfied, if at all, out of the assets of the Operator only. No
obligation or liability shall be personally binding upon, nor shall resort for the
enforcement thereof be had to, the property of any of partners, officers, employees,
shareholders, or agents of the Operator, regardless of whether such obligation or
liability is in the nature of contract, tort, or otherwise.
D. Notices
Any notice sent under this Agreement (except as otherwise expressly required) shall
be written and mailed, or sent by rapid transmission confirmed by mailing written
confirmation at substantially the same time as such rapid transmission or personally
delivered to an officer of the receiving party at the following addresses:
If to the WEDC:
Wayne J. Sabo
WEDC Executive Director/City Manager
City of Webster
101 Pennsylvania
Webster, TX 77598
Office: 281.316.4100
Email: wsabo@cityofwebster.com
With copies to:
Pauline Small
City Secretary
City of Webster
101 Pennsylvania
Webster, TX 77598
Office: 281.316.4101
Email: psmall@cityofwebster.com
If to the Operator:
Zach Shor
Director of Real Estate
TopGolf, International
1717 McKinney Avenue, Suite 800
Dallas, TX 75202
6
Office: 214.699.9423
Cell: 214.458.1843
Email: zach.shor@topgolf.com
Each party may change its address or contact information by written notice in accordance
with this Section. Notice shall be deemed effective upon the first verifiable delivery attempt.
E. Amendments and Waivers
Any provision of this Agreement may be amended or waived if such
amendment or waiver is in writing and is approved by WEDC and the Operator.
No course of dealing on the part of WEDC, City, or Operator nor any failure or
delay by WEDC, City, or Operator with respect to exercising any right, power,
or privilege pursuant to this Agreement shall operate as a waiver thereof, except as
otherwise provided in this Section.
F. Invalidity
In the event that any of the provisions contained in this Agreement shall be held
unenforceable in any respect, such unenforceability shall not affect any other
provisions of this Agreement and to that end, all provisions, agreements, or
portions of this Agreement are declared to be severable.
G. Successors and Assigns
No party of this Agreement shall have the right to assign its rights under this
Agreement or any interest herein, without the prior written consent of the
other parties.
H. Applicable Law
This Agreement is a contract made under and shall be construed in accordance with
and governed by the laws of the United States of America and the State of Texas.
7
IN WITNESS WHEREOF, the Parties have duly executed this Agreement pursuant to all
requisite authorizations as of the date first above written.
WEBSTER ECONOMIC DEVELOPMENT
CORPORATION, CITY OF WEBSTER, TEXAS,
a Texas nonprofit corporation
TOPGOLF INTERNATIONAL
a United States based company
By:________________________________________
DONNA ROGERS, PRESIDENT
By: _________________________________
ZACH SHOR,
DIRECTOR OF REAL ESTAT
ATTEST:
By:________________________________________
PAULINE SMALL, CITY SECRETARY
8
EXHIBIT "A"
"Plan"
TopGolf International, which operates as TopGolf, will purchase between 12-14 acres, south of
Academy Sports & Outdoors (21351 Gulf Freeway) within the Webster Economic Development
Corporation Destination Development Project to construct a 65,000 square foot (or latest
prototype size) golf entertainment complex with three-story venue featuring climate-controlled
hitting bays, restaurant, bar, and private event space. TopGolf will spend approximately
$17,000,000 to $18,500,000, excluding land costs, to construct the entertainment venue; TopGolf
will allocate approximately $300,000 annually to promote TopGolf Webster; and TopGolf will
employ a minimum of 100 people, regardless of full or part-time status, at this location.
9
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.
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PROP OSED DRIVE
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for TopGolf
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12,500 SF
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Map produced 12/5/2013
Webster G IS Divison
Aerial dated Feb. 2012
General TopGolf layout source:
Arco Murray / Manhard Consultiong
File M: request/arcinfomaps /i45/Topgolf.mxd
45
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Destination
Development
Site Overview
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2 – 17.8 acres – WEDC
3 – 8 acres – Hunnicutt
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4 – 191 acres – ExxonMobil
5 – 8 acres – Fry’s
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6 – 13 acres – Tauch
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Item 9
WEDC
Agenda Item
MINUTES
WEBSTER ECONOMIC DEVELOPMENT CORPORATION
WEBSTER, TEXAS
TUESDAY, FEBRUARY 4, 2014
SPECIAL MEETING AGENDA
MUNICIPAL BUILDING COUNCIL CHAMBERS
101 PENNSYLVANIA, WEBSTER, TEXAS
5:00 P.M.
A QUORUM OF CITY COUNCIL MAY BE PRESENT
1. Call to Order.
President Donna Rogers called the meeting to order at 6:00 p.m.
2. Roll Call and Certification of a Quorum.
City Secretary Pauline Small called the roll and certified a quorum. Present were
President Donna Rogers, Vice President Carlos Villagomez; Board Members
Diana Newland, Floyd H. Myers, Kathy Pritchard, and Natalie Dolan. Edward
Lapeyre was absent. Others present were Treasurer Mike Rodgers, Director of
Economic Development Betsy Giusto and City Manager Wayne Sabo was present
as Executive Director.
3. CONSIDERATION/APPROVAL of the Agenda.
President Rogers read the caption.
Board Member Pritchard moved to approve the agenda as presented.
President Villagomez seconded the motion.
Vice
AYES: Rogers, Villagomez, Newland, Myers, Dolan, Pritchard.
NOES: None.
The motion carried.
4. EXECUTIVE SESSION: The Board will now hold a closed executive meeting
pursuant to the provisions of Chapter 551 of the Texas Government Code, in
accordance with the authority contained in:
A. Section 551.087, Deliberation regarding the commercial/financial
information that the governmental body has received from a business
prospect that the governmental body seeks to locate in the City of
Webster and with which the governmental body is conducting
economic development negotiations.
President Rogers read the caption.
Board Member Dolan moved to go into Executive Session at 5:01 p.m. Board
Member Pritchard seconded the motion.
Webster Economic Development Corporation
Minutes
February 4, 2014
AYES: Rogers, Villagomez, Newland, Myers, Dolan, Pritchard.
NOES: None.
The motion carried.
Board Member Lapeyre arrived at 5:25 p.m.
Vice President Villagomez moved to close the Executive Session at 5:34 p.m.
Board Member Myers seconded the motion.
AYES: Rogers, Villagomez, Lapeyre, Newland, Myers, Dolan, Pritchard.
NOES: None.
The motion carried.
5. RECONVENE into Regular Session and Consider Action, If Any, on items
discussed in Executive Session.
There was none.
6. CONSIDERATION/ACTION to recruit a super-regional entertainment venue,
TopGolf, to be located within the Destination Development Project by providing
infrastructure and development assistance in the form of an incentive package.
President Rogers read the caption.
Board Member Pritchard moved to authorize Staff to negotiate an incentive
package with TopGolf in an amount not to exceed $750,000 and return to the
WEDC Board for consideration of expenditures. Board Member Dolan seconded
the motion.
AYES: Rogers, Villagomez, Lapeyre, Newland, Myers, Dolan, Pritchard.
NOES: None.
The motion carried.
7. Receive a report and hold a discussion on the results of operations for the fiscal
year ended September 30, 2013.
President Rogers read the caption.
Treasurer Mike Rodgers reviewed the financial statements year ending September
30, 2013.
Board Member Myers asked when the debt for the Police Station and City Hall
construction will be paid. Mr. Rodgers advised that the debt is projected to be paid
in 2021.
2
Webster Economic Development Corporation
Minutes
February 4, 2014
8. CONSIDERATION/ACTION to approve the minutes:
●Regular Meeting of December 10, 2013.
Board Member Myers moved to approve the minutes of the Regular Meeting of
December 10, 2013. Board Member Pritchard seconded the motion.
AYES: Rogers, Villagomez, Lapeyre, Newland, Myers, Dolan, Pritchard.
NOES: None.
The motion carried.
9. Excused Absences.
There were none.
10. Board Member Agenda Requests.
There were none.
11. Executive Director Report –
Calendar of Events
There were none.
12. Adjournment.
There being no further business, President Rogers adjourned the meeting at
5:51 p.m.
Passed, Approved, and Adopted this 11th day of March 2014.
________________________________
Donna Rogers, President
ATTEST:
________________________________
Pauline Small, Secretary
3