Loading...
HomeMy WebLinkAboutContract 28493 21ITY,p r SECRETARY f `f Qq 1 HA ECONOMIC DEVELOPMENT PROGRAM AGREEMENT This ECONOMIC DEVELOPMENT PROGRAM AGREEMENT ("Agreement") is entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation organized under the laws of the State of Texas, acting by and through Reid Rector, its duly authorized Assistant City Manager, and HARRELL GALWAY ASSOCIATES, L.L.C., a Delaware limited liability company acting by and through Paul L. Barham, the duly authorized chief executive officer of Harrell Hospitality Group, Inc., manager of Owner. RECITALS The City and Owner hereby agree that the following statements are true and correct and constitute the-basis upon which the City and Owner have entered into this Agreement: A. The City has created an Economic and Community Development Department in order to, among other things, oversee economic development programs authorized by Texas law and approved by the City Council, including those authorized by Chapter 380 of the Texas Local Government Code, to promote state and local economic development and to stimulate business and commercial activity in the City, as further outlined in Resolution No. 2704, adopted by the City Council on January 30, 2001. B. In accordance with the 2003 Comprehensive Plan adopted by the City Council pursuant to M&C G-13895 on February 25, 2003, the City's economic development programs are based on a model of custom-designed incentives and partnership programs with private businesses on a case-by-case analysis of individual projects to help ensure the growth and diversification of the local economy. C. The 2003 Comprehensive Plan recognizes that tourism, both for business and for pleasure, is a significant component of the City's economy and cites the importance of the Fort Worth Convention Center and surrounding hotels as critical elements in the City's efforts to promote tourism in the City. D. Owner is under contract to purchase the hotel located at 1701 Commerce St. in the City, which is currently operating as the Ramada Plaza. Owner wishes to redevelop and significantly upgrade the hotel and has asked the City to create an economic development program under which Owner will receive the financial assistance necessary to make the redevelopment of the hotel feasible, pp Pae 1 �J Economic Development Program Agreement r �QJ�.UUI ���fl�Wuw� between City of Fort Worn and Darrell Galway Associates, L.L.C. E. The City Council has found and determined that by entering into this Agreement, the potential economic benefits that will accrue to the City under the terms and conditions of this Agreement are consistent with the City's economic development objectives and the efforts to increase tourism in the City as set forth in the 2003 Comprehensive Plan. F. This Agreement is authorized by Chapter 380 of the Texas Local Government Code. NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: AGREEMENT 1. INCORPORTION OF RECITALS. The City Council hereby finds, and the City and Owner hereby agree, that the recitals set forth above are true and correct and form the basis upon which the City has entered into this Agreement. 2. DEFINITIONS. In addition to terms defined in the body of this Agreement, the following terms shall have the definitions ascribed to them herein: Adjusted Hotel Occupancy Tax Revenue means an amount of revenue from the hotel occupancy taxes lawfully imposed by the City pursuant to Chapter 351 of the Texas Tax Code and Chapter 32 of the City Code that are derived from or attributable to the Hotel Property and paid in a given year to the City equal to the lesser of(i) four and one- half percent (4.5%) of the taxable Hotel room revenue (upon which the actual taxes paid were based), less $310,597.10 (which is the full amount of the hotel occupancy taxes that were payable to the City for the 2002 tax year), or (ii) all of the taxable Hotel room revenue (upon which the actual taxes paid were based) lawfully payable under this Agreement to Owner at the time, less $310,597.10 (which is the full amount of the hotel occupancy taxes that were payable to the City for the 2002 tax year). Ad'usted Hotel Property Tax Revenue means an amount of revenue equal to the amount of real property tax paid in a given year to the City based on the entire taxable assessed value of the Hotel Property in such year minus the taxable assessed value of the Hotel Property for the 2002 tax year. Page 2 Economic Development Program Agreement between City of Fort Worth and Harrell Galway Associates,L,L.C. Central City means the area of the corporate limits of the City within Loop 820 (i) consisting of all Community Development Block Grant ("CDBG") eligible census block groups; (ii) all state-designated enterprise zones; and (iii) all census block groups that are contiguous by seventy-five percent (75%) or more of their perimeter to CDBG eligible block groups or enterprise zones, as well as any CDBG-eligible block in the corporate limits of the City outside Loop 820, as more specifically depicted in the map of Exhibit"A", attached hereto and hereby made a part of this Agreement for all purposes. Central City Resident means an individual whose principal place of residence is at a location within the Central City. Excluded Hotel Revenue means any revenue received by the City in a given year from (i) the amount of real property taxes paid in a given year to the City based on the taxable assessed value of the Hotel Property for the 2002 tax year; (ii) amount of hotel occupancy taxes based on a rate in excess of four and one-half percent (4.5%) of the cost of a Hotel room; (iii) the full amount of the hotel occupancy taxes that were paid to the City for the 2002 tax year, which amount is $310,597.10; (iv) the amount of Adjusted Hotel Occupancy Tax Revenue and Adjusted Hotel Property Tax Revenue in excess of the Maximum Program Grant payable to Owner for the next calendar year; and (v) the amounts by which any Program Grant may be reduced, in whole or in part, by operation of Sections 5.2.1, 5.2.2, 5.3.1 and 5.3.2. First'Tier Flag means one of the following brand names under which the Hotel is operating and marketing itself. Westin; Sheraton; Marriott; Hilton; Hyatt; Embassy Suites; Omni; Doubletree; or another first-class hotel brand name that has specifically been approved by the City Council of the City for purposes of this Agreement, which approval shall not be unreasonably withheld. Fort Worth. Company means a business that has a principal office located within the corporate limits of the City. A Fort Worth M/WBE Company is also a Fort Worth Company for purposes of this definition. Fort Worth MIWBE Company means a minority or woman-owned business that has received certification as either a minority business enterprise (MBE) or a woman business enterprise (WBE) by either the City, the North Texas Regional Certification Agency (NTRCA) or the Texas Department of Transportation (TxDOT), Highway Division, and whose principal business office is located within the corporate limits of the City. Fort Worth Resident means an individual whose principal place of residence is located within the corporate limits of the City. A Central City Resident is also a Fort Worth Resident for purposes of this definition. Full-,time Job means a job filled by one (1) individual as an employee of the Hotel and employed in the normal and customary manner for Hotel operations to meet the demands of the Hotel. Page 3 Economic Development Program Agreement between City of Port Worth and Harrell Galway Associates,L.L.C. Hotel means the building and other facilities located on the Hotel Property which are operated as a hotel. Hotel Property means real property located at 1701 Commerce St. and associated parking lot in the City and the Hotel and other real property improvements located thereon. Maximum Program Grant means the maximum Program Grant that the City may pay Owner in a given year, as set forth in Exhibit "B", attached hereto and hereby made a part of this Agreement for all purposes. Program means the economic development program authorized by Chapter 3$0 of the Texas Local Government Code and established and outlined in this Agreement. Program Grants means the annual economic development grants paid by the City to Owner in accordance with this Agreement and as part of the Program. Redevelopment Costs means the costs to Owner of redeveloping the Hotel Property, including all construction costs; furniture, fixtures and equipment; third-party fees, such as surveyors, appraisers, engineers, architects, environmental assessments and legal fees; and lender imposed fees and costs and interest in connection with construction loans. Required Improvements Costs means the costs to Owner of the amounts payable to all labor and material contractors (excluding the general contractor's fees, overhead and general conditions) for labor and materials in connection with the construction and remodeling of the Hotel Property, excluding all furniture, fixtures and equipment, carpet, lighting, wallcovering and similar items. Room Block Agreement means a legally binding written agreement between the City and Owner under which Owner will cause the Hotel to have reserved specific percentages of the Hotel's standard guest rooms and suites for specific periods of time in the future for attendees, participants and planners of conventions and/or trade shows at the Fort Worth Convention Center. 3. TERM. This Agreement shall be effective as of the date of execution by both parties and, subject to Section 5.3.1 of this Agreement, shall expire upon payment by the City to Owner of the fifteenth (15th) annual Program Grant, as provided by Section 5 hereof(the "Term"), unless terminated earlier as provided by and in accordance with this Agreement. Page 4 Economic Development Program Agreement between City of Fort Worth and Harrell Galway Associates,L.L.C. 4, OWNER'S OBLIGATIONS. 4.1. Redevelopment of Hotel. Owner will complete or cause to be completed investments to the Hotel and the Hotel Property of at least $30 million, as further outlined in Exhibit"C", attached hereto and hereby made a part of this Agreement for all purposes (the "Project") by not later than December 31, 2004 (the "Project Completion Date"). As of the Project Completion Date, the Hotel will be a full service hotel and will have a minimum of four hundred thirty (430) first-class standard guest rooms and/or suites. For purposes of this Agreement, the Project shall be deemed completed as of the date that the Hotel has received and is operating and marketing itself under a First Tier Flag brand name, as further set forth in Section 4.5 of this Agreement. 4.2. Construction Spending Goals. 4.2.1. Fort Worth Companies. Without regard to the actual amount of dollars invested in the Project, Owner will spend at least thirty percent (30%) of the Required Improvements Costs with contractors that are Fort Worth Companies. 4.2.2. Fort Worth M/WBE Companies. Without regard to the actual amount of dollars invested in the Project, Owner will spend at least twenty percent (20%) of the Required Improvements Costs with contractors that are Fort Worth M/WBE Companies. 4.3. Employment Goals. 4.3.1. Fort Worth Residents. Within one(1) year following the Project Completion Date, Owner will cause at least sixty percent (60%) of all Full-time .Yobs on the Hotel Property to be filied by Fort Worth Residents. Within two (2) years following the Project Completion Date and at all times during the remainder of the Term, Owner will cause at least (i) one hundred fifty (150) Full-time Jobs on the Hotel Property to be filled by Fort Worth Residents or (ii) sixty percent (60%) of all Full-time Jobs provided on the Hotel Property to be filled by Fort Worth Residents, whichever number is greater. Page 5 Economic Development Program Agreement between City of Fort Worth and Harrell Galway Associates,L.L.C. 4.3.2. Central City Residents. Within one (1) year following the Project Completion Date, Owner will cause at least thirty percent (30%) of all Full-time Jobs on the Hotel Property to be filled by Central City Residents. Within two (2) years following the Project Completion Date and at all times during the remainder of the Term, Owner will cause at least (i) seventy-five (75) Full-time Jobs on the Hotel Property to be filled by Central City Residents or (ii) thirty percent (30%) of all Full-time Jobs provided on the Hotel Property to be filled by Central City Residents, whichever number is greater. 4.4. Additional MJWBE Opportunities. . Owner will work with the City's Minority/Women Business Enterprise Office in establishing a goal for Owner to utilize minority-owned and women- owned business enterprises in aspects of the Project other than the Required Improvements. 4.5. Star Ratinz. Within one (1) year following the Project Completion Date, the Hotel must have received a Mobil Travel Guide rating of at least three (3) stars. In addition, the Hotel must maintain a Mobil Travel Guide rating of at least three (3) stars for each subsequent year of the Term of this Agreement. The criteria for a three (3)-star rating by Mobil Travel Guide are attached hereto as Exhibit "D", which is hereby made a part of this Agreement for all purposes. In the event that Mobil Travel Guide changes its star rating system from' that used in 2002, the City and Owner agree to modify this Section 4.5 to provide that the Hotel must maintain the Mobil Travel Guide star rating that most closely applies at the time to hotels meeting the criteria set forth in Exhibit "D". In the event that Mobil Travel Guide is no longer published or no longer provides a hotel star rating system, the City and Owner to modify this Section 4.5 to provide that the Hotel must meet a standard provided by another publication or index reasonably agreed to by both the City and Owner that applies as closely as possible to hotels meeting the criteria set forth in Exhibit "D". 4.6. Comoetitive Name Brand. By not later than the Project Completion Date and at all times thereafter for the remainder of the Term of this Agreement, the Hotel must be operating and marketing itself under a First Tier Flag brand name. Page 6 ]Economic Development Program Agreement between City of Fort Worth and Harrell Galway Associates,L.L.C. 4.7. Room Block Agreement. By not later than May 1, 2043, the City and Owner shall have negotiated in good faith and executed a Room Block Agreement. A Room Block Agreement must be in effect and in full force as of the date that a Room Block Agreement is first executed pursuant to this Agreement or September 1, 2003, whichever is earlier, and all times thereafter for the remainder of the Term of this Agreement. 4.8. Employment Reports. On or before February I following the Project Completion Date and of each subsequent year for the remainder of the Term of this Agreement, Owner will provide the City with a report that sets forth the total number of Full-time .lobs provided on the Hotel Property; the number of such Full-time Jobs filled by Fort Worth Residents; and the number of such Full-time Jobs filled by Central City Residents, all as of one (1) full month of the preceding calendar year identified by Owner, together with reasonable documentation regarding the residency of such employees. 4.9. Inspection of Hotel and Hotel Property. At any time during the Term of this Agreement, following reasonable advance notice to Owner, the City shall have, and Owner shall provide or cause to be provided, access to the Hotel and Hotel Property in order for the City to inspect the same to ensure compliance with this Agreement and to evaluate the Hotel with respect to the public purposes supporting this Agreement. Owner, its officers, agents, servants, employees, contractors and subcontractors, shall cooperate fully with the City during any such inspection or evaluation. 4.10. Audits. Owner agrees that the City will have the right to audit the financial and business records of Owner that relate to the Hotel Property and the Required Improvements (collectively "Records") at any time during the Term of this Agreement in order to determine compliance with this Agreement. Owner shall make all Records available to the City on the Hotel Property or at another location in the City acceptable to both parties following reasonable advance notice by the City and shall otherwise cooperate fully with the City during any audit. 5. PROGRAM GRANTS. Beginning in the first full calendar year following the Project Completion Date, the ,City will pay to Owner fifteen (15) annual Program Grants as provided by this Section 5, subject to Section 5.3.1 and all other terms and conditions of this Agreement. Page 7 Economic Development Program Agreement between City of Fort Worth and Harrell Galway Associates,L.L.C. 5.1. Calculation of Each Program Grant. Subject to the terms and conditions of this Agreement, and specifically Sections 5.2.1, 5.2.2, 5.3.1, 5.3.2, 5.4 and 5.6 of this Agreement, each annual Program Grant paid by the City to Owner will be of an amount equal to the lesser of(i) the Maximum Program Grant payable for that calendar year in accordance with Exhibit "B" hereof, or (ii) the sum of(a) the Adjusted Hotel Property Tax Revenue for the previous tax year plus (b) the Adjusted Hotel Occupancy Tax Revenue for the previous tax year. 5.2. Reduction of Program Grants. 5.2.1. Failure to Meet Construction Spending Goals. The amount of each annual Program Grant, calculated in accordance with Section 5.1 of this Agreement, shall be reduced throughout the Term of this Agreement by the cumulative degree to which Owner failed to meet its construction spending goals, as outlined in Sections 4.2.1 and 4.2.2. For example, if Owner spent $10 million in Required Improvements Costs on the Project, then Owner would be required to have spent at least thirty percent (30%) of those costs, or $3 million, with contractors that are Fort Worth Companies and at least twenty percent (20%) of those costs, or $2 million, with contractors that are Fort Worth MIWBE Companies. However, if Owner actually spent only $2.4 million with contractors that are Fort Worth Companies [thereby missing that spending goal by twenty percent (20%)] and only $1.8 million with contractors that are Fort Worth MJWBE Companies.[thereby missing that spending goal by ten percent (10%)], then each annual Program Grant payable to Owner by the City would be reduced throughout the Term of this Agreement by thirty percent (30%). 5.2.2. Failure to Meet EmpIoyment Goals. The amount of any annual Program Grant, calculated in accordance with Section 5.1 of this Agreement and as may be reduced pursuant to Section 5.2.1 of this Agreement, may, subject to Section 5.23, additionally be reduced in a given year by the cumulative degree to which Owner failed to meet its employment goals for the previous calendar year, as outlined in Sections 4.3.1 and 4.3.2. For example, if three hundred (�00) Full-time Jobs were provided on the Hotel Property during a given calendar year, then Owner would be required to have filled at least sixty percent (50%), or one hundred eighty (180), of those positions with Fort Worth Residents and at least thirty percent (30%), or ninety(90), of those positions with Central City Residents. However, if Owner actually filled only one hundred fifty-three (153) of those positions with Fort Worth Page 8 Economic Development Program Agreement between City of Port Worth and Harrell Galway Associates,L.L.C. Residents [thereby missing that employment goal by fifteen percent (15%)] and only eighty-one (81) of those positions with Central City Residents [thereby missing that employment goal by ten percent (10%)], then the Program Grant, as already may have been reduced pursuant to Section 5.2.1 of this Agreement, could, subject to Section 5.2.3, be reduced additionally in the following year only by another twenty-five percent(25%). 5,2.3. Employment Goal Contin2enc If in any year after the second anniversary of the Project Completion Date Owner caused (i) at least sixty- (60%) of all Full-time Jobs on the Hotel Property, but less than one hundred fifty (150) of such Full-time Jobs, to be filled by Fort Worth Residents and (ii) at least thirty percent (30%) of all Full-tinge Jobs on the Hotel Property, but less than seventy-five (75) of such Full-time Jibs, to be filled by Central City's Residents, and the Hotel's occupancy rate in that same year was less than sixty-two percent (62%), before taking any action to reduce the Program Grant payable in the following calendar year, the City will give Owner an opportunity to explain the reason for the lower-than-expected occupancy rate and how that occupancy rate may have affected Owner's employment needs on the Hotel Property. If Owner can demonstrate to the City's reasonable satisfaction that the lower-than-expected occupancy rate was not caused by Owner or a deficiency in the amenities or customer service standards at the Hotel, then upon receipt of approval by the City Council, which approval shall be determined by a simple majority vote of the City Council, (i) the City may elect to not impose the reduction provided by Section 5.2.2 or(ii) the City staff and Owner will negotiate in good faith a reduction that, under the circumstances, is more reasonable and less strenuous than that provided by Section 5.2.2. 5.2.4. No Offsets. A deficiency in attainment of any of the goals set forth in Sections 4.2.1, 4.2.2, 4.3.1 and/or 4.3.2 may not be offset by exceeding other such goals. In other words, if Owner exceeded its Required Improvements spending goal with respect to the use of contractors that are Fort Worth Companies, as set forth in Section 4.2.1,by five percent (5%), but failed in its Required Improvements spending goal with respect to the use of contractors that are Fort Worth M/WBE Companies, as set forth in Section 4.2.2, by five percent (5%), each annual Program Grant payable to Owner by City hereunder would be reduced by five percent (5%) on account of Owner's failure to meet the latter Required Improvements spending goal. Page 9 Economic Development Program Agreement between City of Fort Worth and Harrell Galway Associates,L.L.C. 5.3. Cessation or Pro-rated Payment of Program Grants. 5.3.1. Loss of Star Rating and/or Competitive Name Brand and/or Breach of Room Block Agreement for Full Year. If(i) after the expiration of the first full calendar year following the Project Completion Date, the Hotel does not for any full calendar year have its minimum star rating, as required by Section 4.5 of this Agreement, and/or (ii) after the Project Completion Date, the Hotel does not for any full calendar year operate and market itself under a First Tier Flag brand name, as required by Section 4.5 of this Agreement, and/or(iii) at any time during the Term of this Agreement Owner is in breach of the Room Block Agreement for any full calendar year and the City has not exercised its right to terminate the Room Block Agreement, then Owner shall waive, and the City will not be required to pay, the Program Grant in the following year that the City would otherwise have been required to pay. In such an event, (i) such waiver shall be counted as a Program Grant payment for purposes of calculating the Term of this Agreement; (ii) the Term of this Agreement shall not be extended; and (iii) the revenue comprising the Program Grant that the City would otherwise have been required to pay shall instead be treated as Excluded Hotel Revenue, as provided in Section 5.4 of this Agreement, and will be retained by the City and shall not be carried over to any Program Grant paid by the City in a subsequent year. 5.3.2. Loss of Star Rating and/or Competitive Name Brand and/or Breach of Room Block A reernent for Partial Year. If(i) after the expiration of the first full calendar year following the Project Completion Date, the Hotel does not for a portion of any calendar year have its minimum star rating, as required by Section 4.5 of this Agreement (but subject to Section 5.3.3), and/or (ii) after the Project Completion Date, the Hotel does not for a portion of any calendar year operate and market itself under a First Tier Flag brand name, as required by Section 4.6 of this Agreement, and/or at any time during the Term of this Agreement Owner is in breach of the Room Block Agreement for a portion of any calendar year and the City has not exercised its right to terminate the Room Block Agreement, the Program Grant payable for the following year, as may be reduced pursuant to Sections 5.2.1 and 5.2.2, may, subject to Section 5.3.3, also be reduced by a fraction, to be expressed as a percentage, where (i) the numerator is the number of days in that year .in which the Hotel had both its minimum star rating, as required by Section 4.5 of this Agreement, and operated and marketed itself under a First Tier Flag brand name, as required by Section 4.6 of this Agreement, and (ii) the denominator is three hundred sixty-five (365). In Page 14 Economic Development Program Agreement between City of Fort Worth and Harrell Galway Associates,L.L.C. such an event, the revenue comprising the difference between the Program Grant actually made in that year and the Program Grant that the City would otherwise have been required to pay shall be treated as Excluded Hotel Revenue, as provided in Section 5.4 of this Agreement, and will be retained by the City and shall not be carried over to any Program Grant paid by the City in a subsequent year. 5.3.3. Star Rating ContingencW. The City recognizes that some of the criteria for a three (3)-star rating by Mobil Travel Guide are subjective in nature. Therefore, if the Hotel fails to receive a Mobil Travel Guide rating of at least three (3) stars within one (1) year following.the Project Completion Date or if the Hotel fails to maintain such a rating in any subsequent year of the Tenn of this Agreement, before the City takes any action to cease or reduce a Program Grant for the following year pursuant to Sections 5.3.1 or 5.3.2, Owner will be granted the opportunity for a hearing before the City Council at which Owner may present an explanation as to why the Hotel did not receive or maintain such a rating and request that the City Council grant it relief from the application of Sections 5.3.1 or 5,3,2, as the case may be. The City Council's decision in this regard may be based on reasonable findings derived from a record of the proceedings and shall be reflected by , a simple majority vote of the City Council, which decision shall be final and non-appealable. 5.4. Excluded Hotel Revenue Remains Proverry of City.. Owner understands and agrees that any Excluded Hotel Revenue shall remain the property of the City; that the City will not at any time be•required to pay Owner any amounts equal to the Excluded Hotel Revenue; and that Excluded Hotel Revenue received in one year will not in any manner be applied or carried over to any Program Grant payable to Owner in a subsequent year, even if any previous year's Program Grant was less than the Maximum Program Grant payable for that year. 5.5. Deadline for Pa ment. Annual Program Grants will be paid to Owner no sooner than March 1 and no later than June 1 of the first full calendar year following the Project Completion Date and each subsequent calendar year during the Term of this Agreement, Page 11 Economic Development Program Agreement between City of Fort Worth and Harrell Galway Associates,L.L.C. 5.6. Source of ProLyram Grants. It is understood and agreed that all Program Grants paid pursuant to this Agreement shall come from currently available general revenues of the City and not directly from any property or hotel occupancy taxes paid to the City. 6. DEFAULT, TERMINATION AND FAILURE TO MEET 'VARIOUS GOALS AND OBLIGATIONS. 6.1. Failure of Owner to Meet Certain Goals and Obligations. If (i) Owner fails to meet its Required Improvements spending goals set forth in Sections 4.2.1 and 4.2.2; and/or (ii) Owner fails to meet its employment goals set forth in Sections 4.3.1 and 4.3.2; and/or (iii) the Hotel does not at any time after the expiration of the first full calendar year following the Project Completion Date have its minimum star rating, as required by Section 4.5; and/or (iv) the Hotel does not at any time after the Project Completion Date operate or market itself under a First Tier Flag brand name, as required by Section 4.6, the Program Grants payable by the City will be subject to reduction or waiver pursuant to Sections 5.2.1, 5.2.2, 5.3.1 and 5.3,2, as the case may be, but an Event of Default, as defined in Section 6.2 of this Agreement, shall not occur. 6.2. Events of Default. Owner shall be in default under this Agreement if(i) a building permit to initiate construction under the Project has not been issued by the City on or before September 30, 2003; or (ii) the Project is not completed by the Project Completion Date, as provided in Section 4.1 of this Agreement; (iii) any state or local taxes with respect to the Hotel, the Hotel Property and/or any tangible personal property located therein become delinquent and Owner does not timely and properly follow the legal procedures for protest and/or contest of any'such taxes; (iv) the City lawfully terminates the Room Block Agreement on account of a breach or default thereunder by Owner; or (v) subject to the effect of Section 6.1, Owner breaches any provision or condition of this Agreement, and the City shall be in default under this Agreement if the City breaches any provision or condition of this Agreement(collectively,'each an"Event of Default"). 6.3. Remedies. If Owner is in default under this Agreement due to the fact that (i) a building permit to initiate construction under the Project has not been issued by the City on or before September 30, 2003; (ii) the Project is not completed by the Project Completion Date, as provided in Section 4.1.of this Agreement; or (iii) Owner is in default under this Agreement due to the fact that the City has lawfully Page 12 Economic Development Program Agreement between City of Fort Worth and Harrell Galway Associates,L.L.C. terminated the Room Block Agreement for any breach or default thereunder by Owner, the City shall have the right to terminate this Agreement immediately by providing written notice thereof to Owner. If any other Event of Default arises under this Agreement, promptly after becoming aware of the default the non- defaulting party shall provide written notice to the other party that describes the nature of the default. The defaulting party shall have thirty (30) calendar days to cure the default, or if such default is not reasonably curable within thirty (30) calendar days, such additional time as may be reasonably necessary provided that the defaulting party is diligently pursuing cure of the default. If the default has not been fully cured within such time, the non-defaulting party shall have all rights and remedies available under the law or in equity, including, but not limited to, the right to terminate this Agreement, which may be effected by providing written notice thereof to the defaulting party. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Owner shall operate as an independent contractor in each and every respect hereunder and not as an agent, representative or employee of the City. Owner shall have the exclusive right to control all details and day- to-day operations relative to the Project and the Hotel and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. Owner acknowledges that the doctrine of respondeat superior will not apply as between the City and Owner, its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. Owner farther agrees that nothing in this Agreement will be construed as the creation of a partnership or joint enterprise between the City and Owner. 8. INDEMNIFICATION. OWNER AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) OWNER'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF OWNER, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO THE PROJECT, THE HOTEL OR THE PERFORMANCE OF THIS AGREEMENT, EXCEPT THAT THE INDEMNITY PROVIDED FOR IN. THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY Page 13 Economic Development Program Agreement between City of Fort Worth and Harrell Galway Associates,L.L.C, OR ITS OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH OWNER AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS DF THE STATE OF TEXAS. 9. NOTICES. All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified mail,postage prepaid, or by hand delivery: City: .Owner: Attn: Director Attn: Paul L. Barham Economic and Community Development Harrell Galway Associates, L.L.C. Department 1701 Commerce St. 1040 Throckmorton St, Fort Worth,TX 76102 Fort Worth, TX 76102 With a copy to: with copies to: Attn: City Attorney Attn: Paul L. Barham City Attorney's Office Harrell Hospitality Group, Inc. 1000 Throckmorton St. 16475 N.Dallas Pkwy., Suite 410 Fort Worth, TX 76102 Addison, TX 75001 and Attn: Thomas C. Self Thomas &Self, P.C. 5339 Spring Valley Rd. Dallas,TY 75248 10. ASSIGNMENT AND SUCCESSORS. Owner may not assign, transfer or otherwise convey any of its rights or obligations under this Agreement to any party without the prior written consent of the City, which consent shall not be unreasonably withheld or delayed, conditioned on (i) the prior approval of the assignee or successor and a finding by the City Council that the proposed assignee or successor is financially capable of completing the Project and (ii) the proposed assignee or successor has executed a written agreement with the City Under which it agrees to assume all covenants and obligations of Owner under this Agreement, Page 14 Economic Development Program Agreement between City of Fort Worth and Harrell Galway Associates,L.L.C. in which case such assignee or successor shall thereafter be deemed "Owner" for all purposes under this Agreement. 11. COMPLIANCE WITH LAWS, ORDINANCES,_RULES AND REGULATIONS. This Agreement will be subject to all applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended. 12. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement, the City does not waive or surrender any of it governmental powers. 13. NO WAIVER. The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. 14. VENUE AND JURISDICTION. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas —Fort Worth Division. This Agreement shall be construed in.accordance with the laws of the State of Texas. 15. NO THIRD PARTY RIGHTS. The provisions and conditions of this Agreement are solely for the benefit of the City and Owner, and any lawful assign or successor of Owner, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 16. FORCE MAJEURE. It is expressly understood and agreed by the parties to this Agreement that if the performance of any obligations hereunder is delayed by reason of war, civil commotion, acts of God, inclement weather, governmental restrictions, regulations, or interferences, Page 15 Economic Development Program Agreement between City of Fort Worth and Harrell Galway Associates,L.L.C. unreasonable delays by the City in issuing any permits or certificates of occupancy or conducting any inspections of or with respect to the Project (based on the amount of time that the City customarily requires in undertaking such activities and based on the then- current workload of the City department(s) responsible for undertaking such activities), or delays caused by unforeseen construction or site issues, fire or other casualty, court injunction, necessary condemnation proceedings, acts of the other party, its affiliates/related entities and/or their contractors, or any actions or inactions of third parties or other circumstances which are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated or not, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such design or construction requirement shall be extended for a period of time equal to the period such party was delayed. 17. INTERPRETATION. In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement shalt be interpreted fairly and reasonably, and neither more strongly for or against any party,regardless of the actual drafter of this Agreement. 18. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 19. ENTIRETY OF AGREEMENT. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Owner, and any lawful assign and successor of Owner, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement, This Agreement shall not be amended unless executed in writing by both. parties and approved by the City Council of the City in an open meeting held in accordance with Chapter 551 of the Texas Government Code. Page 16 Economic Development Program Agreement between City of Fort Worth and Harrell Galway Associates,L.L.C. 20. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be considered an original,but all of which shall constitute one instrument. EXECUTED as of the last date indicated below: CITY OF FORT WORTH: HARRELL GALWAY ASSOCIATES,L.L.C.: By: Harrell Hospitality Group, Inc., r ournar'c c 1e- 8c4cral 224 By:_ By: �-R�w"j 4, Reid Rector Paul arham Assistant City Manager Chief Executive Officer Date: � /- Date: T'�-I. C)�, APPROVED AS TO FORM AND LEGALITY: By: Peter Vaky if Assistant City Attorney M&C: C-19525 3-25-03 XTESTED.BY J Page 17 Economic Development Program Agreement between City of Fort Worth and Barrell Galway Associates,L.L.C. OffU� a Y Ir71. 11�li�Jjl,'.��nf_ ��V21x1_ EXHIBITS " 'A"—Map of Central City "B"—Maximum Program Grant "C"—Description of Project "D"—Criteria for Mobil Travel Guide 3-Star Rating Economic Development Program Agreement between City of Fort Worth and Harrell Galway Associates,L.L.C. EXHIBIT "A" w Z N •, �r a. G ti f _%3 �s C] ; A a P . ' TM f r �kapt v 1123 r t C47' rp N Q �! N a U 4 G m J � EXHIBIT"B" MAXIMUM PROGRAM GRANT ANNUAL PAYMENT CAPS GRANT EXPEC'T'ED MAXIMUM NUMBER YEAR GE PROGRAM PAYMENT GRANT AMOUNT 1 2005 $473,872.00 2 2006 $658,037.00 3 2007 $6949750.00 4 2008 $685,896.00 5 2009 $757,216.00 6 2010 $868,071.00 7 2011 $923,297.00 8 2012 $988,978.00 9 2013 $996,103.00 10 2014 $1,011,357.00 11 2015 $19036,641.00 12 2016 $1,0629557.00 13 2017 $1,0895121.00 14 2018 $19116,349.00 15 2019 $1,1449257.00 Economic Development Program Agreement between City of Fort Worth and Harrell Galway Associates,L.L.C. Exhibit"C" Scope of the Planned Renovation of the Ramada Plaza Hotel, Fort Worth 1. Exterior, to include new surface, roof line, guest room windows, and architectural accents 2. Redefined entrance 3. Upgrade to parking garage 4. Reconfigure guest registration desk, renovate lobby 5. Renovate public areas, elevators, restrooms and seating areas G. Renovate and reconfigure food and beverage facilities 7. Renovate meeting space 8. Renovate swimming pool area 9. Renovate guest rooms, corridors 10. Convert one guest room floor to a concierge Floor 11. Install fire and other life/safety system upgrades 12. Install new property management and other computer systems 13. Upgrade existing computer, telephone and other systems 14. Repairs and renovate mechanical, plumbing and electrical systems 15. Install upgraded amenities, linens, and other guest contact items Economic Development Program Agreement between City of Fort Worth and Darrell Galway Associates,L.L.C. EXHIBIT "D" Mobil Travel ------------ Guide Mobil Travel Guide Rating Criteria by the Stars - Hotel *Note: In general, at each level the property inspected meets or exceeds the requirements of the previous star rating. For example, a Two-Star property meets the specifications for not only the Two-Star criteria but also for the One-Star criteria. A Three-Star property meets the specifications for the Three-Star criteria, Two-Star criteria, One-Star criteria, and so forth. * One-Star Hotel is a clean, convenient, limited service establishment. Courteous service and good housekeeping, including daily maid service, are standard. Characteristics of a One-Star Hotel include: Hotel Services Detail - Staff is well-groomed with professional, neat and well-maintained attire - All staff encountered are pleasant and professional in their demeanor - Coffee, hot tea and breakfast pastry available on-site (could be in-room) Hotel Facilities and Public Areas - Self parking area free of debris, good condition; surfaces, curbs, paths - All outdoor walkways and approaches welt-maintained and cleaned - Outdoor awnings, signs, marquees, flags, and plantings clean and in good condition - Public spaces are free of obvious hazards - Lobby floors, walls and ceiling free of debris, marks and damage - Elevator landings, cars and doors/tracks are clean and in good condition - Guest room corridor floors, walls and ceilings free of debris, marks, and damage - Vending and/or ice machines are located within one floor of guest room - Vending and/or ice areas and equipment are clean, well-lit, and well-maintained - All furniture, fixtures and equipment clean, neat and well-maintained - Ashtrays throughout public areas are well-maintained and free of excessive debris - Temperature in all interior public areas maintained in general comfort range - If public phonebook present, it is neat and in good condition - Public washrooms very hygienic and neat, with well-stocked paper and soap - Public washroom fixtures, wails and floors in very good condition - if available; meeting rooms are well-signed so that it is easy to find and arrive at a specific room - If available; meeting room doors are in good condition, free of nicks and damage - if available; meeting room interiors are in generally good condition, including walls, floors and ceiling - Televisions feature cable TV (four networks plus four other channels) - Direct dial phones with direct long distance dialing in each guest room Guest Room Standards - Hardware and hangings (door locks, racks, artwork, etc.) secure and in good condition - Carpet/floor free of debris, stains, wear, loose threads, open seams, etc. - Walls and ceilings free of marks, stains and damage - Drapes are free of stains, damage; pull easily and hang properly - Furniture free of dust, marks and damage - All printed material including collateral, phonebooks and stationery neat, crisp and current - Drawers and shelves clean, free of dust and debris - All light bulbs operate, all light fixtures and lamps in good condition, clean - Mirrors and windows free of smudges and damage throughout - If safe provided; clean, functional and convenient - Room equipped with accurate, functional clock and radio/stereo - Color television works and equipped with remote control, min. 19" - Ice bucket and glasses (may be molded plastic); clean, hygienic - If minibar present; hygienic, free of spills and damage; all products sealed; price list present - If coffeemaker present; hygienic, ample, with sealed supplies and cups - All bedding and linens free of debris, hairs, damage and stains - Room heating and air conditioning is easily controlled by guest and is quiet - Air is fresh and clean, no stuffiness or odors - Sink, tub, shower, toilet, bidet very clean, free of hairs, stains and discoloration - Bathroom tile and grouting clean, not discolored, cracked or mildewed - Faucets and drains operate smoothly and easily - Hygienic soap and shampoo provided - Minimum bath linen: one bathmat; two each of facecloth, hand towel and bath towel - Towels free of spots, stains, tears and obvious frays - If robes provided; free of spots, stains and loose threads Specialized Hotel Facility - Pool/beach furniture clean, hygienic and well-maintained Pool deck or beach/sand clean and free of excessive debris - Pool deck and tiling in good condition, free of excessive damage or wear Pool water clean, free of debris and free of notable odors Pool fittings and equipment (ladders, dive boards) secure and in good condition - Tennis court surfaces in good condition, free of damage and well-marked - Tennis courts and surrounding area clean, free of debris - Fixtures, nets, lights, fences well-maintained and good condition - Pro shop/clubhouse interior clean and well-maintained; displays and counters neat and tidy - Pro shop/clubhouse and surrounding areas clean with well-maintained appearance - Golf carts clean, well-organized and maintained - Rental equipment clean and good condition, including bags - Floors throughout the casino well-maintained, free of excessive debris - Air circulation in casino is adequate, not stuffy or smoky - Slot banks are free of excessive debris, soiled glassware, soiled ashtrays - Slot chairs are in good condition, clean and free of rips and stains - Cashier and change booths are tidy and well-organized; well-signed - Table game tops are well-maintained, free of damage and wear * * Two-Star Hotel provides comfortable accommodations with expanded amenities and services. Guests at a Two-Star Hotel can expect to find all of the qualities for a One-Star Hotel, plus the following characteristics: Hotel Services Detail - Front staff articulate, smile and make eye contact - Staff are attired in well-fitting, consistent uniforms - Baggage assistance available on request - Twenty-four hour staffing at front desk - Restaurant on-site serving three meals daily Hotel Facilities Detail - Lobby provides comfortable seating area - Signs and notices will be professional, matching decor, not "homemade" - Vending and/or ice machines are located on each guest floor - Service doors are clean, free of marks and damage, and closed Public phones are convenlent, clean and well-maintained - Guest rooms equipped with data ports (guest can connect laptop to the Internet) - A variety of different sized and appointed rooms available in hotel ri7 • Guest Room Detail - Guest room door and frame free of marks, scratches and scuffs - Comfortable seating for two people (other than bed) - Guest service directory, pad and pen/pencil present and conveniently placed - Enclosed closets (means closets must have doors) - Minimum six non-captive hangers - Three spacious drawers or enclosed shelves (inside closet) - Luggage rack or bench provided; adequate space to leave suitcase - Extra clean and hygienic blanket and pillow provided in room - Lighting is adequate Room can be fully darkened - Full-length mirror present in room - Hairdryer present in room, clean and functional - Hygienic soap, shampoo and two other bath amenities provided Specialized Facility Detail - Guest can pick up e-mail and access the Internet from a Business Center workstation - .Business Center working areas are clean, tidy and professional - Comfortable office-style chairs at the Business Center guest workstations. - All fitness, treatment and relaxation areas are hygienic, neatly organized and maintained - Spa reception area is well-defined, neat and professional - Fitness equipment is clean, in very good condition, conveniently laid out - Fitness/workout area is well-ventilated, with comfortable temperature - Sound system or television provided in fitness/workout areas - Towels are provided in locker and fitness areas - Grooming area equipped with hairdryers; soap and shampoo conveniently placed - All amenities are neatly and professionally presented; very hygienic - Locker room, showers, sauna and hot tub extremely clean, hygienic appearance * * * Three-Star Hotel is an establishment that is well-appointed, with full array of services and amenities. Guests at a Three-Star Hotel can expect to find all of the qualities for a Two-Star Hotel, plus the following characteristics: Hotel Services Detail - Turndown service upon request - Valet parking available - Baggage assistance automatic - Same day laundry and dry cleaning five days/week - Complimentary newspapers delivered to room automatically 1 - Complete room service available - Workstation where guest can access Internet - Basic fitness equipment provided, including treadmills and cycles Hotel Facilities Detail - High quality, varied, major brand sundry selections available in on-site store - If public phonebook present it is displayed in attractive cover Pay-Movie selections available through television - Suite (separate bedroom and living areas) accommodations available Guest Room Detail - Each guest room has two phones (one could be in the bathroom) - Comfortable desk and chair for working with telephone, data port, light - Insulated ice bucket vinyl or better, glass glassware; clean, hygienic - Minibar present (defined as selection several beverages and snacks) - If coffeemaker present; ceramic mugs and napkins available - Pillows are plush and full, no foam - Framed artwork or interesting architectural features - Excellent lighting in bathroom for makeup and shaving - Hygienic soap, shampoo and four other bath amenities provided -- Amenities presented attractively, thoughtfully (not simply lined up on counter) - Towels of absorbent quality, soft nap, no discoloration Specialized Facility Detail - If Business Center present; semi-private working area with workstation and telephone - If spa present; robes and slippers or spa sandals available in variety of sizes; clean and in good condition - If spa or fitness center present; complimentary amenities include body lotion, shower caps, talc/deodorant and combs - If spa present;. at least two types of massage offered - If tennis present; water is available courtside - If pool or beach service present; ample towels available poolside or at the beach City of-Fort Worth, Texas K goer Arid cau"CH commu"iceltio" UA"IT REFERENCE NUMBER LOG NAME NAGE 3125103 C-19525 17RAMADA 1 of 2 SUBJECT AUTHORIZE EXECUTION OF ECONOMIC DEVELOPMENT PROGRAM AGREEMENT WITH HARRELL HOSPITALITY GROUP REGARDING REDEVELOPMENT OF RAMADA PLAZA HOTEL RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to execute an Economic Development Program Agreement with Harrell Hospitality Group (HHG) or an affiliated entity related to the redevelopment of the Ramada Plaza Hotel (the Agreement), consistent with the presentation given to City Council on March 18, 2003 and with the information provided in this Mayor and Council Communication; and 2. Find that the terms and conditions of the Agreement, as outlined below, constitute a custom- designed Economic Development Program, as provided in the 2003 Comprehensive Plan and in accordance with Chapter 380 of the Texas Local Government Code, and comprise an appropriate public incentive to encourage the redevelopment of the Ramada Plaza Hotel. DISCUSSION: Under the proposed Agreement, HHG has committed to (i) substantially complete at least $30 million in investments on Ramada Plaza Hotel (the Property) by December 31, 2004; and (ii) spend at least 30% of its total construction costs (estimated at $10 million) in making those improvements with Fort Worth contractors; and (iii) spend at least 20% of its total construction costs in making those improvements with Fort Worth contractors that are certified as Fort Worth MIWBE companies. HHG will also be required to obtain and maintain a Mobil Travel Guide 3-Star rating; and ensure that the hotel is operating and marketing itself under a first tier flag brand name, as outlined below. In addition, HHG will be required to enter into a Room Block Agreement with the City. The Property currently has 430 guestrooms; however, only 370 are rentable. HHG plans to redevelop the Property into a first tier flag hotel, which is synonymous with hotel brand names such as Westin, Sheraton, Marriott, Hilton, Hyatt, Embassy Suites, Omni, and Doubletree. The planned redevelopment will be instrumental in increasing Fort Worth's ability to attract large conventions and will complement the architectural design of the newly renovated Fort Worth Convention Center. In return for the economic benefits and increased first class hotel rooms that will accrue as a result of HHG's redevelopment of the Property, the City will make 15 Annual Economic Development Program Grants to HHG, as authorized by Section 380 of the Texas Local Government Code. These grant payments will commence in the first full year following the redevelopment. Employment: HHG is estimating that the hotel employment will increase from 100 to 250, of which HHG has committed the greater of 150 full-time jobs or 60% of the total number of full-time jobs on the property to be filled by Fort Worth residents. Likewise, HHG has committed the greater of 75 full-time jobs or 30% of the total number of full-time jobs on the property to be filled by Central City residents. City o,f Fort .,Forth, Texas w F unvo '' And cou"CH commu"icatio" DATE REFERENCE NUMBED LOG NAME PAGE 3/25/03 _ C-19525 17RAMADA 2 of 2 SUBJECT AUTHORIZE EXECUTION OF ECONOMIC DEVELOPMENT PROGRAM AGREEMENT WITH HARRELL HOSPITALITY GROUP REGARDING REDEVELOPMENT OF RAMADA PLAZA HOTEL Utilization of Fort Worth Businesses: Regarding utilization of Fort Waith based businesses, HHG has committed 30% of total construction spending to Fort Worth construction contractors and/or subcontractors. Utilization of Fort Worth M1WBE: Regarding the utilization of Fort Worth Minority Business Enterprises (MBEs) and Fort Worth Women Business Enterprises (WBEs), HHG has committed 20% of total construction spending to certified Fort Worth M/WBE construction contractors and/or subcontractors. Annual Grants: The actual amount of each grant will depend upon the extent to which HHG meets all of its obligations, and will be an amount equal to the lesser of (i) the Maximum Program Grant payable for that calendar year in accordance with the attached Exhibit "A" or (ii) the sum of the incremental hotel property tax revenue for the previous tax year plus 64% of the incremental hotel occupancy tax revenue for the previous tax year, based on a 7% rate. However, each grant may be reduced by the cumulative degree to which HHG fails to meet its construction spending goals and its employment goals. in addition, the City will suspend the payment of grants for any period in which (i) the hotel fails to have a Mobil Travel Guide 3-Star rating or to operate as a first tier flag hotel or (ii) HHG is in breach of its Room Block Agreement. The Agreement is authorized by Chapter 380 of the Texas Local Government Code and is consistent with the City's commitment to use custom-designed incentives and partnership programs with private businesses on a case-by-case basis to help ensure the growth and diversification of the local economy, as stated in the 2003 Comprehensive Plan adopted by the City Council on February 25, 2003 (M&C G-13895). FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that this action will have no material effect on City funds. RR:r Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY Office hy: (to) Reid Lector 6140 Originating Department Bead: Tom Higgins 6192 (front) APPROVED 3125103 Additional Information Contact: Peter Vaky 7601 Ardina Washington 8003