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HomeMy WebLinkAboutContract 48163 4 CITY SEC~ CONTRACT NO. RECEtvEn SEP-g 2016 cC1�SFr0RTW0RtECONOMIC DEVELOPMENT PROGRAM AGREEMENT This ECONOMIC DEVELOPMENT PROGRAM AGREEMENT ("Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS (the "City"), a home rule municipality organized under the laws of the State of Texas, and LVG INVESTMENTS,LLC ("Developer"), a Texas limited liability company. RECITALS The City and Developer hereby agree that the following statements are true and correct and constitute the basis upon which the City and Developer have entered into this Agreement: A. Development Group (as defined in Section 2 of this Agreement), collectively or individually, owns approximately 15 acres of undeveloped, vacant land in the City in the vicinity of the 5336 White Settlement Road, west of Roberts Cut Off Road, as more specifically depicted and described in Exhibit "A", attached hereto and hereby made a part of this Agreement for all purposes (the "Development Property"). The Development Properly may be enlarged by acquisition of certain contiguous land, as more specifically provided in this Agreement. B. Development Group, collectively or individually, wishes to construct a mixed-use development on the Development Property in two (2) phases, as more specifically set forth herein (all of which is included as part of the definition of "Development" set forth in Section 2 of this Agreement). The proposed Development is generally depicted in the schematic attached hereto as Exhibit "B", which is hereby made a part of this Agreement for all purposes. LVG Investments, LLC and Crystal Springs on the River, LLC have represented to the City that the Development will not be feasible financially without public assistance due to, among other things, extraordinary infrastructure costs due to site grading on account of the Development Property's location next to the Trinity River. C. The Development Property is vacant and underutilized, but is located near the intersection of two major arterials (Highway 183 and White Settlement Road). The 2015 Comprehensive Plan, the City's most recent Comprehensive Plan, which was adopted by the City Council pursuant to Ordinance No. 21693-03-2015 (the "Comprehensive Plan"), recommends that the City encourage the location of large commercial developments adjacent to arterial streets, and preferably at the intersections of other arterials and highways. The Comprehensive Plan also recommends that the City encourage new development adjacent and connected to previously developed or platted areas in order to utilize existing utility and road infrastructure and services, thereby optimizing public and private investments and discouraging sprawl development. OFFICIAL RECORD Page I CITY SECRETARY Economic Development Program Agreement F-T. WORTH, TX between City of Fort Worth and LVG Investments,LLC(Crystal Springs) D. As recommended by the Comprehensive Plan and in accordance with Resolution No. 3716-03-2009, adopted by the City Council on March 10, 2009, the City has established an economic development program pursuant to which the City will, on a case-by-case basis, offer economic incentive packages authorized by Chapter 380 of the Texas Local Government Code that include monetary loans and grants of public money, as well as the provision of personnel and services of the City, to businesses and entities that the City Council determines will promote state or local economic development and stimulate business and commercial activity in the City in return for verifiable commitments from such businesses or entities to cause specific infrastructure, employment and other public benefits to be made or invested in the City (the 11380 Program"). E. The City Council has 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 that promoting a mixed-use development on the Development Property will further the goals espoused by the Comprehensive Plan for positive growth in the City. In addition, the City Council has determined that the 380 Program is an appropriate means to achieve the construction of the Development, which the City Council has determined is necessary and desirable, and that the potential economic benefits that will accrue to the City pursuant the terms and conditions of this Agreement are consistent with the City's economic development objectives, as outlined in the Comprehensive Plan. This Agreement is authorized by Chapter 380 of the Texas Local Government Code. F. The City has determined that the feasibility of the Development is contingent on Developer's receipt of the Program Grants, as provided in this Agreement. The City's analysis is specifically based on financial information provided by Developer. 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. INCORPORATION OF RECITALS. The City Council has found, and the City and Developer hereby agree, that the recitals set forth above are true and correct and form the basis upon which the parties have entered into this Agreement. Page 2 Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) 2. DEFINITIONS. In addition to terms defined in the body of this Agreement, the following terms shall have the definitions ascribed to them as follows: 380 Program has the meaning ascribed to it in Recital D. 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 enterprise zones, designated as such pursuant to the Texas Enterprise Zone Act, Chapter 2303, Subchapter F of the Texas Government Code; (iii) all census block groups that are contiguous by seventy-five percent (75%) or more of their perimeters 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 attached hereto as Exhibit "C", attached hereto and hereby made a part of this Agreement for all purposes. Central City Employment Commitment has the meaning ascribed to it in Section 4.4.3. Central City Employment Percentage has the meaning ascribed to it in Section 5.2.1.6. Central City Resident means an individual whose principal place of residence is at a location within the Central City. Certificate of Completion has the meaning ascribed to it in Section 5.1. Commercial means and includes retail, restaurant, theater, hotel, health club, entertainment, and office building. Completion Deadline means the Phase I Completion Deadline or the Phase II Completion Deadline, depending on the context, and is a general term used herein to refer to either Completion Deadline. Comprehensive Plan has the meaning ascribed to it in Recital C. Comptroller means the Texas Comptroller for Public Accounts. Consent to Collateral Assignment Agreement has the meaning ascribed to it in Section 10. Construction Costs means the aggregate of Hard Construction Costs and the following costs directly expended or caused to be expended by Development Group or an assignee of Developer or assignee or their successors for the Development: engineering Page 3 Economic Development Program Agreement behveen City of Fort Worth and LVG Investments,LLC(Crystal Springs) fees; architectural and design fees; real estate commissions; costs of third party consultants, including attorneys and environmental consultants; developer fees; zoning fees; insurance and taxes directly related to the construction of the Development; financing costs, including capitalized interest; and other fees directly related to construction of the Development and paid to the City or another governmental entity. Construction Costs specifically excludes land acquisition costs paid for any portion of the Development Property. Developer means LVG Investments, LLC, a Texas limited liability company. Development means all improvements on the Development Property, including, the Phase I Development and the Phase II Development. Development Group consists of LVG Investments, LLC, a Texas limited liability company, Crystal Springs on the River, LLC, a Texas limited liability company, CSFW Residential, LLC, a Texas limited liability company, and CSRD, LLC, a Texas limited liability company. Development Property has the meaning ascribed to it in Recital A. The term "Development Property" may be expanded to include either or both of those two (2) tracts of land contiguous to the Development Property and specifically identified in Exhibit "A" as reserved for future use, but only to the extent that Developer notifies the City in writing that it wishes to add such tracts to the Development Property and a portion of the Development is constructed on such tracts. Development Property Sales Entity means any person, entity, business, or operation, regardless of legal ownership or organizational structure, that conducts Sales from Commercial space on the Development Property. Development Sales Tax Revenues means revenues received by the City from the one percent (1%) available City sales tax that is presently in effect pursuant to Texas Tax Code §§ 321.101(a) and 321.103, resulting from taxes collected by Development Property Sales Entities on Sales transacted from Commercial space on the Development Property; provided, however, that Development Sales Tax Revenues specifically excludes all revenues from (a) the Crime Control District Sales Tax imposed by the City pursuant to Texas Tax Code § 323.105 and Texas Local Government Code § 363.005, as may be amended, and (b) the Transit Authority Sales Tax paid to the City by the Fort Worth Transportation Authority pursuant to City Secretary Contract No. 19689, as previously or subsequently amended or restated, from the sales tax imposed by the Fort Worth Transportation Authority pursuant to Texas Tax Code Chapter 322. If the City's sales tax rate is ever decreased to the extent that the City receives available sales tax revenues based on less than a one percent (1%) sales tax, then the meaning of Development Sales Tax Revenues shall automatically be adjusted to equal that lesser percentage. If the City's sales tax rate is ever decreased to the extent that the City receives available sales tax revenues based on less than a one percent (1%) sales tax and is then increased to a higher percentage whose use is not otherwise controlled, regulated, Page 4 Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) restricted or otherwise dedicated to a specific use by the City, then Development Sales Tax Revenues shall be computed to reflect that increased percentage up to a maximum aggregate of one percent(1%). Director means the director of the City's Economic Development Department. Effective Date has the meaning ascribed to it in Section 3. Fort Worth Certified M/WBE Company means a minority or woman-owned business that (i) has received certification as either a minority business enterprise (MBE), a woman business enterprise (VV-BE) or a disadvantaged business enterprise (DBE) by the North Central Texas Regional Certification Agency (NCTRCA); (ii) has a principal business office located within the corporate limits of the City; and (iii) from such principal business office performs a function or provides a service useful or necessary for the Development for which Developer is also seeking credit under this Agreement. Fort Worth Company means a business that has a principal office located within the corporate limits of the City that performs a commercially useful function and that provides the services for which Developer is seeking credit under this Agreement. Fort Worth Construction Commitment has the meaning ascribed to it in Section 4.2. Fort Worth Construction Percentage has the meaning ascribed to it in Section 5.21.2. Fort Worth Employment Commitment has the meaning ascribed to it in Section 4.4.2. Fort Worth Employment Percentage has the meaning ascribed to it in Section 5.2.1.5. Fort Worth Resident means an individual whose principal place of residence is at a location within the corporate limits of the City. Fort Worth Supply and Service Percentage has the meaning ascribed to it in Section 5.2.1.7. Fort Worth Supply and Service Spending Commitment has the meaning ascribed to it in Section 4.5. Full-time Equivalent Job means a job provided by a Development Property Sales Entity or by Development Group or member of Development Group on the Development Property for at least thirty-two (32)hours per week. Page 5 Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) Hard Construction Costs means the aggregate of the following costs expended or caused to be expended by or for the Development Group: actual site development and construction costs, contractor fees, and the costs of supplies and materials, but excluding land acquisition costs paid by Developer for the various parcels that make up the Development Property. In addition, Hard Construction Costs specifically includes Tenant Improvement Costs up to $80.00 per square foot, and any construction costs expended for the Development Group by third parties other than members of the Development Group and its contractors and subcontractors. M/WBE Construction Commitment has the meaning ascribed to it in Section 4.3. M/WBE Construction Percentage has the meaning ascribed to it in Section 5.2.1.3. M/WBE Supply and Service Percentage has the meaning ascribed to it in Section 5.2.1.8. M/WBE Supply and Service Spending Commitment has the meaning ascribed to it in Section 4.6. Notice of Completion has the meaning ascribed to it in Section 4.7.1. Overall Construction Percentage has the meaning ascribed to it in Section 5.2.1.1. Overall Employment Commitment has the meaning ascribed to it in Section 4.4.1. Overall Employment Percentage has the meaning ascribed to it in Section 5.2.1.4. Phase means the Phase I Development or the Phase II Development, depending on the context, and is a general term used herein to refer to either phase of the Development. Phase I Completion Date means the date as of which all of the following have occurred: (i) at least Forty-one Million Five Hundred Thousand Dollars ($41,500,000.00) in Construction Costs (of which at least Thirty-three Million Dollars ($33,000,000.00) must be Hard Construction Costs) have been expended for the Phase I Development; (ii) at least the minimum square footage of Commercial space required for the Phase I Development has received a temporary or final certificate of occupancy issued by the City; and (iii) at least the minimum number of Residential Units required for the Phase I Development have received a temporary or final certificate of occupancy issued by the City. Attainment of the Phase I Completion Date is subject to verification by the City of Page 6 Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) all of the above and must be documented in a Certificate of Completion issued by the City in accordance with Section 5.1. Phase I Completion Deadline means December 31, 2020. Phase I Development means construction on the Development Property of a minimum of (i) at least 62,500 square feet of Commercial space and (ii) at least Two Hundred Fifty (250) Residential Units. Phase II Completion Date means the date as of which the following have occurred: (i) at least Forty-five Million Dollars ($45,000,000.00) in Construction Costs (of which at least Forty Million Dollars ($40,000,000.00) must be Hard Construction Costs) have been expended for the Phase II Development and (ii) one of the following requirements has been met: (a) at least the minimum square footage of Commercial space required for the Phase II Development has received a temporary or final certificate of occupancy issued by the City, or (b) at least the minimum number of Residential Units required for the Phase II Development have received a temporary or final certificate of occupancy issued by the City. Attainment of the Phase II Completion Date is subject to verification by the City of both (i) and (ii) above and must be documented in a Certificate of Completion issued by the City in accordance with Section 5.1. Phase II Completion Deadline means December 31,2023. Phase II Development means construction on the Development Property of a minimum of (i) at least 28,000 square feet of Commercial space or (ii) at least Three Hundred Fifty (350) Residential Units. For the removal of doubt, the Phase II Development may include a combination of Commercial space and Residential Units, but it must contain either the minimum square footage of Commercial Space specified in (i) above or the minimum number of Residential Units specified in(ii) above. Program Cap means an aggregate of Four Million Three Hundred Thousand Dollars ($4,300,000.00), gross, in Program Grants paid by the City pursuant to this Agreement Program Grants means the annual economic development grants paid by the City to Developer in accordance with this Agreement and as part of the 380 Program. Program Source Funds means an amount equal to the Development Sales Tax Revenues received by the City during the calendar year prior to the Program Year in which a Program Grant is payable. Program Year means a calendar year in which the City is obligated pursuant to this Agreement to pay Developer a Program Grant, beginning with the second full calendar year following the Phase I Completion Date (Program Year 1). Records has the meaning ascribed to it in Section 4.8. Page 7 Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) Residential Units means residential rental multifamily apartments located anywhere on the Development Property and does not include residential condominiums. Sales means all sales of merchandise (including gift and merchandise certificates), services and other receipts whatsoever of all business conducted in, on or from the Commercial space on the Development Property subject to state sales tax, whether cash or credit, including mail, telephone, telefax, telegraph, internet or catalogue orders received or filled at or from Commercial space on the Development Property, deposits not refunded to purchasers, orders taken (although such orders may be filled elsewhere), sales to employees, sales through vending machines or other devices. Sales will not include (i) any sums collected and paid for any sales or excise tax imposed by any duly constituted governmental authority, (ii) the exchange of merchandise purchased on and returned to the Development Property, (iii) the amount of returns to shippers and manufacturers, or (iv)the sale of any fixtures. Supply and Service Expenditures means all expenditures, whether pursuant to a written contract or on an ad hoc basis, made directly for the operation and maintenance of the Development, including amounts paid to third parties for the provision of personnel services, but excluding amounts paid for electric, gas, water and any other utility services. Tenant Improvement Costs means all costs expended by the Development Group or assignee or successor (and not a tenant or other third party) and associated with the design, construction, and fixturization within a tenant's premises, including, but not limited to, architectural, contractor, and design fees, building materials and work on a tenant's behalf, and other work performed within the tenant's premises along with the tenant's permanent fixtures, as well as any other costs directly expended for improvements on the Development Property, but outside of the tenant's premises, pursuant to the tenant's lease, including, but not limited to, common areas. Term has the meaning ascribed to it in Section 3. 3. TERM. This Agreement will take effect on the date as of which both the City and Developer have executed it (the "Effective Date") and, unless terminated earlier in accordance with this Agreement, will expire on the earlier of(i) the date as of which the City has paid all Program Grants required hereunder or (ii) the date as of which the amount of aggregate Program Grants paid by the City equals the Program Cap (the "Term"). Page 8 Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) 4. DEVELOPER'S OBLIGATIONS AND COMMITMENTS. 4.1. Real Property Improvements. 4.1.1. Phase I Development. The Phase I Completion Date must occur on or before the Phase I Completion Deadline. 4.1.2. Phase II Development. The Phase II Completion Date must occur on or before the Phase II Completion Deadline. 4.2. Construction Spending Commitment for Fort Worth Companies. The following minimum expenditures in Hard Construction Costs with Fort Worth Companies must be made (the "Fort Worth Construction Commitment"): 4.2.1. Before Completion of the Phase II Development. By the Phase I Completion Date, at least thirty-five percent (35%) of all Hard Construction Costs for the Phase I Development, regardless of the total amount of such Hard Construction Costs, must have been expended with Fort Worth Companies. 4.2.2. After Completion of the Phase II Development. If the Phase II Completion Date occurs on or before the Phase II Completion Deadline, the Fort Worth Construction Commitment will be recalculated and revised, as follows: By the Phase II Completion Date, at least thirty-five percent (35%) of all Hard Construction Costs for the Phase I Development and the Phase II Development, regardless of the total amount of such Hard Construction Costs, must have been expended with Fort Worth Companies. 4.3. Construction Spending Commitment for Fort Worth Certified M/WBE Companies. The following minimum expenditures in Hard Construction Costs with Fort Worth Certified M/WBE Companies must be made (the "M/WBE Construction Commitment"). Dollars spent with Fort Worth Certified M/WBE Companies will also count as dollars spent with Fort Worth Companies for purposes of the Fort Worth Construction Commitment outlined in Section 4.2. Page 9 Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) 4.3.1. Before Completion of the Phase II Development. By the Phase I Completion Date, at least twenty-five percent (25%) of all Hard Construction Costs for the Phase I Development, regardless of the total amount of such Hard Construction Costs, must have been expended with Fort Worth Certified M/WBE Companies. 4.3.2. After Completion of the Phase II Development. If the Phase II Completion Date occurs on or before the Phase II Completion Deadline, the MIWBE Construction Commitment will be recalculated and revised, as follows: By the Phase II Completion Date, at least twenty-five percent (25%) of all Hard Construction Costs for the Phase I Development and the Phase II Development, regardless of the total amount of such Hard Construction Costs, must have been expended with Fort Worth Certified M/WBE Companies. 4.4. Employment Commitments. Determination each year of compliance with the following employment commitments will be based on the employment data provided to the City pursuant to Section 4.7.3 for the year under evaluation. 4.4.1. Overall Employment. Beginning in the first full calendar year following the Phase I Completion Date, and in each year thereafter for the remainder of the Term, at least 100 Full-time Equivalent Jobs must be provided and filled on the Development Property (the "Overall Employment Commitment"). 4.4.2. Employment of Fort Worth Residents. Beginning in the first full calendar year following the Phase I Completion Date, and in each year thereafter for the remainder of the Term, the great of(i) 35 Full-time Equivalent Jobs on the Development Property or (ii) thirty-five percent (35%) of all Full-time Equivalent Jobs on the Development Property, regardless of the total number of such Full- time Equivalent Jobs, must be held by Fort Worth Residents (the "Fort Worth Employment Commitment"). Full-time Equivalent Jobs held by Fort Worth Residents in a given year will also count as Full-time Equivalent Jobs for purposes of measuring the Overall Employment Commitment in the same year. Page 10 Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) 4.4.3. Employment of Central City Residents. Beginning in the first full calendar year following the Phase I Completion Date, and in each year thereafter for the remainder of the Term, the greater of(i) 18 Full-time Equivalent Jobs on the Development Property or (ii) eighteen percent (18%) of all Full-time Equivalent Jobs on the Development Property, regardless of the total number of such Full- time Equivalent Jobs, must be held by Central City Residents (the "Central City Employment Commitment"). Full-time Equivalent Jobs held by Central City Residents in a given year will also count as Full-time Equivalent Jobs for purposes of measuring the Overall Employment Commitment and the Fort Worth Employment Commitment in the same year. 4.5. Supply and Service Spending Commitments for Fort Worth Companies. Beginning in the first full calendar year following the Phase I Completion Date, and in each year thereafter for the remainder of the Term, at least $50,000.00 in annual Supply and Service Expenditures must be expended with Fort Worth Companies (the "Fort Worth Supply and Service Spending Commitment"). 4.6. Supply and Service Spending Commitment for Fort Worth Certified M/WBE Companies. Beginning in the first full calendar year following the Phase I Completion Date, and in each year thereafter for the remainder of the Term, at least $25,000.00 in annual Supply and Service expenditures must be expended with Fort Worth Certified M/WBE Companies (the "M/WBE Supply and Service Spending Commitment"). Supply and Service Expenditures made with Fort Worth Certified M/WBE Companies will also count as Supply and Service Expenditures made with Fort Worth Companies for purposes of the Fort Worth Supply and Service Spending Commitment outlined in Section 4.5. 4.7. Reports and Filings. 4.7.1. Notices of Completion and Final Construction Reports. When Developer believes that the Phase I Completion Date has occurred or the Phase II Completion Date has occurred, Developer will provide a written notice to the City (a "Notice of Completion"). A Notice of Completion must be filed with the City on or before the Completion Deadline for the Phase of the Development covered by the Notice. The purpose of a Notice of Completion is to allow the City to assess whether the Phase I Completion Date occurred and whether the Page 11 Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) Phase II Completion Date occurred, as well as the extent to which the applicable Fort Worth Construction Commitment and the applicable M/WBE Construction Commitment were met. A Notice of Completion must include a final construction report in a form reasonably acceptable to the Director that specifically outlines the total Construction Costs and Hard Construction Costs expended for the Phase of the Development covered by the Notice, as well as the total Hard Construction Costs expended with Fort Worth Companies and Fort Worth Certified M/WBE Companies for that Phase, together with supporting invoices and other documents necessary to demonstrate that such amounts were actually paid, including, without limitation, final lien waivers signed by the general contractor over the improvements covered in the report. Commercial improvements and Residential Units constructed on the Development Property as of the Please I Completion Deadline that do not have certificates of occupancy, whether temporary or final, and any Construction Costs and Hard Construction Costs expended for such improvements, will not be considered for purposes of determining whether the Phase I Completion Date has occurred or to assess the extent to which the applicable Fort Worth Construction Commitment or AMBE Construction Commitment was met. Notwithstanding the foregoing, any such improvements existing as of the Phase I Completion Deadline will be considered by the City in its evaluation as to whether the Phase H Completion Date has occurred so long as all other requirements necessary for the Phase H Completion Date to have occurred have also been met by the Phase H Completion Deadline. 4.7.2. Annual Sales Tax Reports. To the extent reasonably possible, Developer will require Development Property Sales Entities to provide Developer with annual Sales data sufficient for Developer to complete the annual report required by this Section 4.7.2. On or before February 1 of the second full calendar year following the Phase I Completion Date and of each year thereafter, Developer must provide the City with an annual report that sets forth (i) the aggregate amount of sales tax paid to the Comptroller by Development Property Sales Entities during the previous year (the "Aggregate Development Property Sales Tax Payments"); (ii) the portion of the Aggregate Development Property Sales Tax Payments for which Developer has obtained and possesses copies of the corresponding sales tax reports filed with the Comptroller ("Comptroller Reports") by Development Property Sales Entities (collectively, "Verified Aggregate Development Property Sales Tax Payments"); (iii) a list of the separate amounts of sales tax shown on each respective Comptroller Report to have been paid by Development Property Sales Entities; and (iv) a list of those Development Property Sales Entities for which Developer did not obtain a Comptroller Report related to such year. Developer must keep and Page 12 Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) maintain copies of all Comptroller Reports that Developer obtains from Development Property Sales Entities for at least seven (7) years following the end of the year to which such Comptroller Reports relate and must make such Comptroller Reports available to the City for inspection pursuant to and in accordance with Section 4.8 of this Agreement. Developer understands and agrees that the City's calculation of Development Sales Tax Revenues in a given year will be based solely on (i)Verified Aggregate Development Property Sales Tax Payments plus (ii) any additional sales tax payments made by Development Property Sales Entities, as reflected on Comptroller Reports, that the City is reasonably able to ascertain, in the City's sole but reasonable judgment, are attributable to the Development Property. 4.7.3. Annual Employment Report. On or before February I of the second full calendar year following the Phase I Completion Date and of each year thereafter during the Term, in order for the City to assess the degree to which the Overall Employment Commitment for the previous calendar year, the Fort Worth Employment Commitment for the previous calendar year, and the Central City Employment Commitment for the previous calendar year were met, Developer must provide the Director with a report in a form reasonably acceptable to the Director that sets forth the total number of individuals, Fort Worth Residents, and Central City Residents who held Full-time Equivalent Jobs on the Development Property, all as of December 31 (or such other date requested by Developer and reasonably acceptable to the City) of the previous year, together with reasonable supporting documentation. 4.7.4. Annual Supply and Service Spending Report. On or before February 1 of the second full calendar year following the Phase I Completion Date and of each year thereafter, Developer must provide the Director with a report in a form reasonably acceptable to the City that sets forth the total Supply and Service Expenditures made during such calendar year with Fort Worth Companies and with Fort Worth Certified WWBE Companies, together with supporting invoices and any other documents necessary to demonstrate that such amounts were actually paid. 4.8. Audits. The City will have the right throughout the Term to audit the financial and business records of Developer that are necessary to evaluate Developer's compliance with this Agreement or with the commitments set forth in this Agreement, including, but not limited to construction documents and invoices Page 13 Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) (collectively "Records"). Developer must make all Records available to the City at Developer's offices in the City 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. Records may be electronically stored by Development Group, its successors, and tenants. 4.9. Inspections of Development and Development Property. At any time during the Development's normal business hours throughout the Term and following reasonable notice to Developer, the City will have the right to inspect and evaluate the Development Property and any improvements thereon, and Developer will provide full access to the same, in order for the City to monitor compliance with the terms and conditions of this Agreement. Developer will cooperate fully with the City during any such inspection and evaluation. Notwithstanding the foregoing, Developer will have the right to require that any representative of the City be escorted by a representative or security personnel of Developer during any such inspection and evaluation. 5. CITY OBLIGATIONS. 5.1. Issuance of Certificate of Completion for Phases of Development. Within ninety (90) calendar days following receipt by the City of a Notice of Completion submitted by Developer in accordance with Section 4.7.1, and assessment by the City of the information contained therein, including the final construction report for the Phase of the Development in question, if the City is able to verify that, at a minimum, the Completion Date for that Phase occurred on or before Completion Deadline for that Phase, the Director will issue Developer a certificate confirming that fact, as well as the amount of Construction Costs and Hard Construction Costs expended on that Phase, including amounts expended specifically with Fort Worth Companies and Fort Worth Certified WWBE Companies (a "Certificate of Completion"). Commercial improvements and Residential Units constructed on the Development Property as of the Phase I Completion Deadline that do not have certificates of occupancy, whether temporary or final, and any Construction Costs and Hard Construction Costs expended for such improvements, will not be considered for purposes of determining whether the Phase I Completion Date has occurred or to assess the extent to which the applicable Fort Worth Construction Commitment or MIWBE Construction Commitment was met. Notwithstanding the foregoing, any such improvements existing as of the Phase I Completion Deadline will be considered by the City in its evaluation as to whether the Please II Completion Date has occurred so long as all other requirements necessary for the Phase H Completion Date to have occurred have also been met by the Phase H Completion Deadline. Page 14 Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) In the event that the City determines, after receipt of a Notice of Completion and assessment of the final construction reports included therein, that the Completion Date for the Phase of the Development claimed by Developer has not occurred, the City will notify Developer in writing, in which case Developer may file supplemental construction reports in accordance with Section 4.7.1 for the City's consideration at any time prior to the later of (i) the Completion Deadline for the Phase in question or (ii) thirty (30) calendar days following notification by the City in accordance with this paragraph that the Completion Date for the Phase of the Development claimed by Developer has not occurred (provided that such supplemental construction reports will be considered only for Construction Costs expended on or prior to the Completion Deadline applicable to the Phase in question), and the City will reassess whether the Completion Date for the Phase of the Development claimed by Developer occurred. 5.2. Program Grants. Subject to the terms and conditions of this Agreement, provided that the Phase I Completion Date occurred on or before the Phase I Completion Deadline, Developer will be entitled to receive annual Program Grants from the City. If the Phase II Completion Date also occurs on or before the Phase II Completion Deadline, Developer will be entitled to receive fifteen (15) annual Program Grants, calculated in accordance with this Agreement and subject to the applicable Program Cap. If the Phase II Completion Date does not occur on or before the Phase II Completion Deadline, Developer will be entitled to receive annual Program Grants, calculated in accordance with this Agreement and subject to the applicable Program Cap, beginning in the second fall calendar year following the Phase I Completion Date until the year in which the Phase 11 Completion Deadline occurs. The amount of each Program Grant will equal a percentage of the Program Source Funds, which percentage will be based on the extent to which the various construction, annual employment and annual operational commitments were met, all as more specifically set forth in this Section 5.2. Notwithstanding anything to the contrary herein, in no event will any annual Program Grant exceed an amount equal to eighty-five percent (85%) of the Program Source Funds available for that Program Grant. In addition, aggregate Program Grants payable under this Agreement will be subject to and cannot exceed the Program Cap. 5.2.1. Calculation of Each Program Grant Amount. Subject to the terms and conditions of this Agreement, the amount of a given annual Program Grant will equal the sum of the Overall Construction Percentage, the applicable Fort Worth Construction Percentage, the applicable M/WBE Construction Percentage, the Overall Employment Percentage, the Fort Worth Employment Percentage, the Central City Employment Percentage, the Fort Worth Supply and Service Page 15 Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) Percentage, and the M/WBE Supply and Service Percentage, as defined in Sections 5.2.1.1, 5.2.1.2 and 5.2.1.3, 5.2.1.4, 5.2.1.5, 5.2.16, 5.2.1.7, and 5.2.1.8, respectively, multiplied by the Program Source Funds available for that Program Grant. 5.2.1.1. Completion of Development (30%). Each annual Program Grant will include an amount that is based on completion of the Phase I Development by the Phase I Completion Deadline and the Phase II Development by the Phase II Completion Deadline. If, at a minimum, the Phase I Completion Date occurred on or before the Phase I Completion Deadline, as confirmed by the City in the Certificate of Completion issued for the Phase I Development by the Director in accordance with Section 5.1, each annual Program Grant will include thirty percent (30%) of the Program Source Funds (the "Overall Construction Percentage"). In no event will the Overall Construction Percentage exceed thirty percent (30%). Notwithstanding anything to the contrary herein, if the Phase I Completion Date does not occur on or before the Phase I Completion Deadline, a default under this Agreement will occur and, as more specifically set forth in Section 6.1,the City will have the right to terminate this Agreement without the obligation to pay Developer any Program Grants hereunder. In addition, notwithstanding anything to the contrary herein, if the Phase II Completion Date does not occur on or before the Phase II Completion Deadline, a default under this Agreement will occur and, as more specifically set forth in Section 6.2, the City will have the right to terminate this Agreement without the obligation to pay Developer any additional Program Grants hereunder. 5.2.1.2. Fort Worth Construction Cost Spending (Up to 10%). Each annual Program Grant will include a percentage of the Program Source Funds available for that year's Program Grant that is based on the extent to which the Fort Worth Construction Commitment, as outlined in Section 4.2, was met (the "Fort Worth Construction Percentage"). In accordance with Section 4.2.2, the Fort Worth Construction Commitment will be recalculated and revised if the Phase II Completion Date occurs on or before the Phase II Completion Deadline. Accordingly, in this case, the Fort Worth Construction Percentage will also be adjusted at that time. The Fort Worth Construction Percentage will equal the product of ten percent (10%) multiplied by the percentage by which the applicable Fort Worth Construction Commitment was Page 16 Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) met, which will be calculated by dividing the actual Hard Construction Costs expended with Fort Worth Companies as of the Completion Dates for each Phase of the Development by the number of dollars comprising the Fort Worth Construction Commitment, as determined in accordance with Section 4.2. For example, if an aggregate of $80,000,000.00 in Hard Construction Costs was expended for both the Phase I Development and the Phase II Development, the Fort Worth Construction Commitment would be $28,000,000 (35% of$80,000,000.00). However, if only $22,400,000.00 in Hard Construction Costs was expended with Fort Worth Companies by the Phase II Completion Date, the Fort Worth Construction Percentage for all subsequent Program Grants would be 8% instead of 10% (or .10 x [$22.4 million/$28 million], or .10 x .80, or .08). If the applicable Fort Worth Construction Commitment is met or exceeded, the Fort Worth Construction Percentage will be ten percent (10%) for all Program Grants, subject to adjustment after the Phase II Completion Date as provided herein. 5.2.1.3. Fort Worth M/WBE Construction Cost Spending(Up to 10%). Each annual Program Grant will include a percentage of the Program Source Funds available for that year's Program Grant that is based on the extent to which the M/WBE Construction Commitment, as outlined in Section 4.3, was met (the "M/WBE Construction Percentage"). In accordance with Section 4.3.2, the M/WBE Construction Commitment will be recalculated and revised if the Phase II Completion Date occurs on or before the Phase II Completion Deadline. Accordingly, in this case, the M/WBE Construction Percentage will also be adjusted at that time. The M/WBE Construction Percentage will equal the product of ten percent (10%) multiplied by the percentage by which the applicable M/WBE Construction Commitment was met, which will be calculated by dividing the actual Hard Construction Costs expended with Fort Worth Certified M/WBE Companies by the Completion Dates for each Phase of the Development by the number of dollars comprising the M/WBE Construction Commitment, as determined in accordance with Section 4.3. For example, if a total of $35,000,000.00 in Hard Construction Costs were expended by the Phase I Completion Date (but before completion of the Phase II Development), the M/WBE Construction Commitment at that time would be $8,750,000.00 (25% of$35,000,000.00). However, if only $6,125,000.00 in Hard Construction Costs were expended with Fort Worth Certified M/WBE Companies by the Phase I Completion Date, the M/WBE Page 17 Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) Construction Percentage for each Program Grant payable through the year in which the Phase II Completion Date occurs would be 7% instead of 10% (or .10 x [$6.125 million/$8.75 million], or .10 x .70, or .07). If the applicable M/WBE Construction Commitment is met or exceeded, the M/WBE Construction Percentage will be ten percent (10%) for all Program Grants, subject to adjustment after the Phase II Completion Date as provided herein. 5.2.1.4. Overall Employment Commitment (Up to 10%). Each annual Program Grant will include a percentage of the Program Source Funds available for that year's Program Grant that is based on the extent to which the Overall Employment Commitment was met in the previous calendar year, as outlined in Section 4.4.1 (the "Overall Employment Percentage"). The Overall Employment Percentage for each Program Grant will equal the product of ten percent (10%) multiplied by the percentage by which the Overall Employment Commitment was met in the previous calendar year, which will be calculated by dividing the actual number of Full-time Equivalent Jobs provided and filled on the Development Property in the previous calendar year by 100, which is the number of Full-time Equivalent Jobs comprising the Overall Employment Commitment. For example, if in a given year only 85 Full-time Equivalent Jobs were provided and filled on the Development Property, the Overall Employment Percentage for the Program Grant payable in the following year would be 8.5% instead of 10% (or .10 x [85/100]), or .10 x .85, or .085). If the Overall Employment Commitment is met or exceeded in any given year, the Overall Employment Percentage applicable the Program Grant payable in the following year will equal ten percent (10%). 5.2.1.5. Fort Worth Employment Commitment(Up to 10%). Each annual Program Grant will include a percentage of the Program Source Funds available for that year's Program Grant that is based on the extent to which the Fort Worth Employment Commitment was met in the previous calendar year, as outlined in Section 4.4.2 (the "Fort Worth Employment Percentage"). The Fort Worth Employment Percentage for each Program Grant will equal the product of ten percent (10%) multiplied by the percentage by which the Fort Worth Employment Commitment was met in the previous calendar year, which will be calculated by dividing the actual number of Full-time Equivalent Jobs provided on the Development Property that were filled by Page 18 Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) Fort Worth Residents in the previous calendar year by the applicable number of Full-time Equivalent Jobs constituting the Fort Worth Employment Commitment for the previous calendar year, as outlined in Section 4.4.2. For example, if 120 Full-time Equivalent Jobs were provided and filled on the Development Property in a given year, the Fort Worth Employment Commitment for that year would be 42 Full-time Equivalent Jobs (35% of 120 Full-time Equivalent Jobs). However, if only 38 Full-time Equivalent Jobs provided on the Development Property in that year were filled with Fort Worth Residents, the Fort Worth Employment Percentage for the Program Grant payable in the following year would be 9% instead of 10% (or .10 x [38/42]), or .10 x .90476, or .090). If the Fort Worth Employment Commitment is met or exceeded in any given year, the Fort Worth Employment Percentage applicable to the Program Grant payable in the following year will equal ten percent (10%). 5.2.1.6. Central City Employment Commitment(Up to 5%). Each annual Program Grant will include a percentage of the Program Source Funds available for that year's Program Grant that is based on the extent to which the Central City Employment Commitment was met in the previous calendar year, as outlined in Section 4.4.3 (the "Central City Employment Percentage"). The Central City Employment Percentage for each Program Grant will equal the product of five percent (5%) multiplied by the percentage by which the Central City Employment Commitment was met in the previous calendar year, which will be calculated by dividing the actual number of Full- time Equivalent Jobs provided on the Development Property that were filled by Central City Residents in the previous calendar year by the applicable number of Full-time Equivalent Jobs constituting the Central City Employment Commitment for the previous calendar year, as outlined in Section 4.4.3. If the Central City Employment Commitment is met or exceeded in any given year, the Central City Employment Percentage applicable to the Program Grant payable in the following year will equal five percent (5%). 5.2.1.7. Fort Worth Supply and Service Spending (Up to 5%). Each annual Program Grant will include a percentage of the Program Source Funds available for that year's Program Grant that is based on the extent to which the Fort Worth Supply and Service Spending Commitment was met in the Page 19 Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) previous calendar year, as outlined in Section 4.5 (the "Fort Worth Supply and Service Percentage"). The Fort Worth Supply and Service Percentage will equal the product of five percent(5%) multiplied by the percentage by which the Fort Worth Supply and Service Spending Commitment was met in the previous calendar year, which will be calculated by dividing the actual Supply and Service Expenditures made in the previous calendar year with Fort Worth Companies by $50,000.00, which is the Fort Worth Supply and Service Spending Commitment. For example, if only $37,500.00 in Supply and Service Expenditures were made with Fort Worth Companies in a given year, the Fort Worth Supply and Service Percentage for the Program Grant payable in the following year would be 3.75% instead of 5% (or .05 x [$37,500/$50,000], or .05 x .75, or .0375). If the Fort Worth Supply and Service Spending Commitment is met or exceeded in any given year, the Fort Worth Supply and Service Percentage for the Program Grant payable in the following year will be five percent (5%). 5.2.1.8. Fort Worth M/WBE Supply and Service Spending (Up to 5%). Each annual Program Grant will include a percentage of the Program Source Funds available for that year's Program Grant that is based on the extent to which the M/WBE Supply and Service Spending Commitment was met in the previous calendar year, as outlined in Section 4.6 (the "M/WBE Supply and Service Percentage"). The M/WBE Supply and Service Percentage will equal the product of five percent (5%) multiplied by the percentage by which the M/WBE Supply and Service Spending Commitment was met in the previous calendar year, which will be calculated by dividing the actual Supply and Service Expenditures made in the previous calendar year with Fort Worth Certified M/WBE Companies by $25,000.00, which is the M/WBE Supply and Service Spending Commitment. If the M/WBE Supply and Service Spending Commitment is met or exceeded in any given year, the M/WBE Supply and Service Percentage for the Program Grant payable in the following year will be five percent(5%). 5.2.1.9. No Offsets. A deficiency in attainment of one commitment may not be offset by the exceeding attainment in another commitment. For example, if in a given year there was a failure to meet the M/WBE Supply and Service Spending Commitment by $5,000.00, Page 20 Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) but the Fort Worth Supply and Service Spending Commitment was exceeded by $5,000.00, the Program Grant payable in the following year would still be reduced in accordance with Section 5.2.1.8 on account of Developer's failure to meet the M/WBE Supply and Service Spending Commitment. 5.2.2. Program Cap. Once the City has paid Developer annual Program Grants that, in the aggregate, are equal to the Program Cap, this Agreement will expire automatically. If in any Program Year the amount of the Program Grant calculated in accordance with Section 5.2.1 would cause aggregate Program Grants paid by the City in accordance with this Agreement to exceed the Program Cap, the amount of the Program Grant payable in that Program Year will be adjusted to equal the difference between the aggregate of all Program Grants paid as of the previous Program Year and the Program Cap, in which case, upon payment of such adjusted Program Grant, this Agreement will expire automatically. 5.2.3. Deadline for Payments and Source of Funds. The first Program Grant payable hereunder (in other words, the Program Grant payable for Program Year 1) will be paid by the City on or before June 1 of the second full calendar year following the Phase I Completion Date. Each subsequent annual Program Grant payment will be made by the City to Developer on or before June 1 of the Program Year in which such payment is due. It is understood and agreed that all Program Grants paid pursuant to this Agreement will come from currently available general revenues of the City and not directly from Development Sales Tax Revenues. Developer understands and agrees that any revenues of the City other than those dedicated for payment of a given annual Program Grant pursuant to this Agreement may be used by the City for any lawful purpose that the City deems necessary in the carrying out of its business as a home rule municipality and will not serve as the basis for calculating the amount of any future Program Grant or other obligation to Developer. 6. DEFAULT, TERMINATION AND FAILURE BY DEVELOPER TO MEET VARIOUS DEADLINES AND COMMITMENTS. 6.1. Failure to Complete the Phase I Development. If the Phase I Completion Date does not occur on or before the Phase I Completion Deadline, the City will have the right to terminate this Agreement by providing written notice to Developer. In this event, the City will have no further Page 21 Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) obligation to Developer, including any obligation to pay Developer any Program Grants hereunder. 6.2. Failure to Complete the Phase II Development. If the Phase II Completion Date does not occur on or before the Phase II Completion Deadline, the City will have the right to terminate this Agreement by providing written notice to Developer. In this event, the City will have no further obligation to Developer, including any obligation to pay Developer any further Program Grants after the Phase II Completion Deadline, but Developer will have the right to retain any Program Grants received prior to the Phase II Completion Deadline. 6.3. Failure to Pay City Taxes. An event of default will occur under this Agreement if any City taxes owed on the Development Property by Development Group on account of the Development Group's operations on the Development Property, become delinquent and Development Group does not either pay such taxes or properly follow the legal procedures for protest and/or contest of any such taxes. In this event, the City shall notify Developer in writing and Developer shall have thirty (30) calendar days to cure such default. If the default has not been fully cured by such time, the City will have the right to terminate this Agreement immediately by providing written notice to Developer and shall have all other rights and remedies that may be available to it under the law or in equity. 6.4. Violations of City Code, State or Federal Law. An event of default will occur under this Agreement if any written citation is issued to Development Group due to the occurrence of a violation of a material provision of the City Code on the Development Property or on or within any improvements thereon (including, without limitation, any violation of the City's Building or Fire Codes and any other City Code violations related to the environmental condition of the Development Property; the environmental condition other land or waters which is attributable to operations on the Development Property; or to matters concerning the public health, safety or welfare) and such citation is not paid or the recipient of such citation does not properly follow the legal procedures for protest and/or contest of any such citation. An event of default will occur under this Agreement if the City is notified by a governmental agency or unit with appropriate jurisdiction that Development Group, or any successor in interest thereto; any third party with access to any portion of the Development Property owned or operated by Development Group pursuant to the express or implied permission of Development Group, or any successor in interest thereto; or the City is in violation of any material state or federal law, rule or regulation on account of any portion of the Development Property owned or operated by Development Group, Page 22 Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) or on account of improvements owned or operated by Development Group or any operations therein on the Development Property (including, without limitation, any violations related to the environmental condition of any portion of the Development Property owned or operated by Development Group; the environmental condition of other land or waters which is attributable to operations on any portions of the Development Property owned or operated by Development Group; or to matters concerning the public health, safety or welfare). Upon the occurrence of any default described by this Section 6.4, the City will notify Developer in writing and Development Group will have (i) thirty (30) calendar days to cure such default or (ii) if Development Group has diligently pursued cure of the default but such default is not reasonably curable within thirty (30) calendar days, then such amount of time as is reasonably necessary to cure such default. If the default has not been fully cured by such time, the City will have the right to terminate this Agreement immediately by providing written notice to Developer and shall have all other rights and remedies that may be available to under the law or in equity. 6.5. Foreclosure on Development Property. Subject to any rights of a lender that is a parry to a Consent to Collateral Assignment Agreement executed pursuant to and in accordance with Section 10, upon the occurrence of any of the following events, the City will have the right to terminate this Agreement immediately upon provision of written notice to Developer: (i) the institution of an action to foreclose or otherwise enforce a lien, mortgage or deed of trust on the Development or Development Property; (ii) the involuntary conveyance to a third party of the Development or Development Property; (iii) execution by Development Group of any assignment of the Development or Development Property or deed in lieu of foreclosure to the Development or Development Property; or (iv) the appointment of a trustee or receiver for the Development or Development Property. 6.6. Failure to Submit Reports. If Development Group fails to submit any report required by and in accordance with Section 4.7, the City shall provide written notice to Developer. If Development Group fails to provide any such report within thirty (30) calendar days following receipt of such written notice, the City, as a courtesy, will provide Developer with a second written notice. If Development Group fails to provide any such report within fifteen (15) calendar days following receipt of the second written notice, the City will have the right to terminate this Agreement immediately by providing written notice to Developer. 6.7. Knowing Employment of Undocumented Workers. Developer acknowledges that the City is required to comply with Chapter 2264 of the Texas Government Code, enacted by House Bill 1196 (80th Texas Page 23 Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) Legislature), which relates to restrictions on the use of certain public subsidies. Developer hereby certifies that Developer, and any branches, divisions, or departments of Developer, does not and will not knowingly employ an undocumented worker, as that term is defined by Section 2264.001(4) of the Texas Government Code. In the event that Developer, or any branch, division, or department of Developer, is convicted of a violation under 8 U.S.C. Section 1324a(l) (relating to federal criminal penalties and injunctions for a pattern or practice of employing unauthorized aliens), subject to any appellate rights that may lawfully be available to and exercised by Developer,Developer shall repay, within one hundred twenty (120) calendar days following receipt of written demand from the City, the aggregate amount of Program Grants received by Developer hereunder, if any,plus Simple Interest at a rate of four percent (4%) per annum. For the purposes of this Section 6.7, "Simple Interest" is defined as a rate of interest applied only to an original value, in this case the aggregate amount of Program Grants paid pursuant to this Agreement. This rate of interest can be applied each year, but will only apply to the amount of Program Grants received hereunder and is not applied to interest calculated. For example, if the aggregate amount of Program Grants received by Developer hereunder is $10,000 and it is required to be paid back with four percent (4%) interest five years later, the total amount would be $10,000 + [5 x($10,000 x 0.04)],which is $12,000. This Section 6.7 does not apply to convictions of any Affiliate of Developer, any franchisees of Developer, or any person or entity with whom Developer contracts. Notwithstanding anything to the contrary herein, this Section 6.7 shall survive the expiration or termination of this Agreement. 6.8. Failure to Meet Construction Cost Spending,Employment or Supply and Service Spending Commitments. The failure to meet the applicable Fort Worth Construction Commitment or the applicable M/WBE Construction Commitment, or the failure to meet the Overall Employment Commitment, the Fort Worth Employment Commitment, the Central City Employment Commitment, the Fort Worth Supply and Service Spending Commitment, or the M/WBE Supply and Service Spending Commitment in any given year, will not constitute a default hereunder or provide the City with the right to terminate this Agreement, but, rather, will only cause the amount of the Program Grants that the City is required to pay pursuant to this Agreement to be reduced in accordance with this Agreement. 6.9. General Breach. Unless and to the extent stated elsewhere in this Agreement, Developer will be in default under this Agreement if Developer breaches any term or condition of this Agreement and such breach remains uncured after thirty (30) calendar days following receipt of written notice from the City referencing this Page 24 Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) Agreement (or, if Developer has diligently and continuously attempted to cure following receipt of such written notice but reasonably requires more than thirty (30) calendar days to cure, then such additional amount of time as is reasonably necessary to effect cure, as determined by both parties mutually and in good faith), the City will have the right to terminate this Agreement immediately by providing written notice to Developer. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Developer shall operate as an independent contractor in each and every respect hereunder and not as an agent, representative or employee of the City. Developer shall have the exclusive right to control all details and day-to-day operations relative to the Development Property and any improvements thereon and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. Developer acknowledges that the doctrine of respondeat superior will not apply as between the City and Developer, its officers, agents, servants, employees, contractors, subcontractors, licensees, and invitees. Developer further agrees that nothing in this Agreement will be construed as the creation of a partnership or joint enterprise between the City and Developer. 8. INDEMNIFICATION. DEVELOPER, AT NO COST TO THE CITY, 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 DEVELOPER'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) DEVELOPER'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii)ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF DEVELOPER, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITI9 OR SUBCONTRACTORS, RELATED TO THE DEVELOPMENT OR THE DEVELOPMENT PROPERTY AND ANY OPERATIONS AND ACTIVITIES THEREON OR OTHERWISE TO THE PERFORMANCE OF THIS AGREEMENT. Page 25 Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) 9. NOTICES. All written notices called for or required by this Agreement shall be addressed to the following, or such other parry or address as either party designates in writing, by certified mail,postage prepaid, or by hand delivery: City: Developer: City of Fort Worth LVG Investments,LLC Attn: City Manager Attn:LcU5�/ �(L� 1000 Throckmorton m 4t�ctvkl_ Fort Worth, TX 76102 ` with copies to: � /et1�' a d the City Attorney and ( � aS 7-2c —7 old Y Economic/Community Development Director at the same address 10. ASSIGNMENT AND SUCCESSORS. Developer may at any time assign, transfer or otherwise convey any of its rights or obligations under this Agreement to a member of the Development Group without the consent of the City Council so long as Developer, the member of the Development Group to whom this Agreement is being assigned and the City first execute an agreement under which the Affiliate agrees to assume and be bound by all covenants and obligations of Developer under this Agreement. In addition, Developer may assign its rights and obligations under this Agreement to a financial institution or other lender for purposes of granting a security interest in the Development and/or Development Property without the consent of the City Council, provided that Developer and the financial institution or other lender first execute a written agreement with the City in substantially the same form as that attached hereto as Exhibit "D", together with such other terms and conditions as may be agreed by the City, Developer and the financial institution or other lender with respect to such security interest (a "Consent to Collateral Assignment Agreement"). Otherwise, Developer may not assign, transfer or otherwise convey any of its rights or obligations under this Agreement to any other person or entity without the consent of the City Council, which consent shall not be unreasonably withheld, 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 meeting the terms and conditions of this Agreement and (ii) prior execution by the proposed assignee or successor of a written agreement with the City under which the proposed assignee or successor agrees to assume and be bound by all covenants and obligations of Developer under this Agreement. Any attempted assignment without the City Council's prior consent shall constitute grounds for termination of this Agreement following ten (10) calendar days of receipt of written notice from the City to Developer. Any lawful assignee or successor in interest of Page 26 Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) Developer of all rights under this Agreement shall be deemed "Developer" for all purposes under this Agreement. Regardless of any other provision herein, it is agreed that Developer's obligation to meet the Construction Cost requirements herein may be meet by Developer or any other entity that is acting with permission of Developer. 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 its governmental powers or immunities. 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. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. Page 27 Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) 16. NO THIRD PARTY RIGHTS. The provisions and conditions of this Agreement are solely for the benefit of the City and Developer, and any lawful assign or successor of Developer, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 17. 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, strike, inclement weather, shortages or unavailability of labor or materials, unreasonable delays by the City (based on the then-current workload of the City department(s) responsible for undertaking the activity in question) in issuing any permits, consents, or certificates of occupancy or conducting any inspections of or with respect to the Development, 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. Notwithstanding anything to the contrary herein, it is specifically understood and agreed that Developer's failure to obtain adequate financing to complete the Development by the Completion Deadline shall not be deemed to be an event of force majeure and that this Section 17 shall not operate to extend the Completion Deadline in such an event. 18. INTERPRETATION. In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Agreement. 19. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. Page 28 Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) 20. 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 Developer, and any lawful assign and successor of Developer, 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. Notwithstanding anything to the contrary herein,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. 21. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one inst ent. UFFBCGA€r` (RECORD CI'T'Y SECRETARY EXECUTED as of the last date indicated below: '• FORTH, TX CITY OF FORT WORTH: APPROVED AS TO FORM AND LEGALITY: By: By: a^�^ Testis ` lav 'teh��'N Peter Vaky Assistant City Manager Deputy City Attorney Date: -24, M&C: C-27551 12-08-15 Form 1295 Certificate No. gFyg LVG INVESTMENTS,LLC, IF a Texas limited liability company: o q =moo � 8 0 AtWsWd bVys !� o B qNaevis V 6ENti�t2 r NAiN� PRrc) , Cflty Sucre �' � Date: Page 29 Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) EXHIBITS "A"—Description and Map Depicting the Development Property "B"—Depiction of Development "C"—Map of Central City "D"—Form of Consent to Collateral Assignment Economic Development Program Agreement between City of Fort Worth and LVG Investments,LLC(Crystal Springs) Exhibit "A" Description and Map Depicting the Development Property 14f i t "W I Will 1 t)T I 4 ASI[ WSID VJ II 4k 10T1 Ito(A 4 IL n.61 ix I fT' I) 11 1011 X� CRYSTAL SPRINGS ON THE RIVER L V G INVESTMENTS, LLC Phase One: Infrastructure for entire site,plus Buildings A and 6 (35,000 sf retail)and 250 apartments Phase One: Building C(27,500 sf retail) Phase Two: Additional Retail(28,000 sf)or 350 apartments Future Use Exhibit "B" Depiction of Development �F11 __1 II Eutertainmen Retail _ Restaurant - tGnrage /l l .Mufti-Family --- j- RemilL - Retail - ---- 1- R. ✓ L Multt Family s I i Retail � i I J r - efeil Reid 1 — �; Retail cera. i 00 SCHEMATIC SITE PLAN = - -- _,..;; CRYSTAL SPRINGS ON THE RIVER TT %L - CRYSTAL SPRINGS MASTER PLAN I1 LAKE I F L ATO Exhibit "C" Map of Central City Central City 4, !�` r➢.l Area established b the Cit Central City by Y �CipLimits Council within Fri Loop 820 I consisting of: All CDBG-eligible census block groups; and \ All state- designated enterprise zones; and All census block groups that are contiguous by 75 percent or more of the perimeter to CDBG eligible block groups or enterprise zones. ��' I ,t erw iwN.•ll� EXHIBIT "D" Form of Consent to Collateral Assignment CONSENT TO ASSIGNMENT FOR SECURITY PURPOSES OF ECONOMIC DEVELOPMENT PROGRAM AGREEMENT BETWEEN CITY OF FORT WORTH AND LVG INVESTMENTS, LLC (CITY SECRETARY CONTRACT NO. ) This CONSENT TO ASSIGNMENT FOR SECURITY PURPOSES OF ECONOMIC DEVELOPMENT PROGRAM AGREEMENT ("Consent") 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; and LVG INVESTMENTS, LLC ("Developer"), a Texas limited liability company; and ("Lender"), a RECITALS The City, Developer and Lender hereby agree that the following statements are true and correct and constitute the basis upon which the parties have entered into this Consent: A. The City and Developer previously entered into that certain Economic Development Program Agreement, dated as of , 2016 (the "EDPA") pursuant to which the City agreed to pay Developer certain Program Grants in return for Developer's construction of a mixed-use development in the City in the vicinity of 5336 White Settlement Road, west of Roberts Cut Off Road, as more specifically outlined in the EDPA (the "Development"). The EDPA is a public document on file in the City Secretary's Office as City Secretary Contract No B. Section 10 of the EDPA allows Developer to assign its rights and obligations under the EDPA to a financial institution or other lender for purposes of granting a security interest in the Development and/or Development Property without the approval of the City Council, provided that Developer and the financial institution or other lender first execute a written agreement with the City governing the rights and obligations of the City, Developer, and the financial institution or other lender with respect to such security interest. C. Developer wishes to obtain a loan from Lender in order to [state reason for loan] (the "Loan"). As security for the Loan, certain agreements between Developer and Lender governing the Loan and dated , including, but not limited to, that certain Loan Agreement and [list other related documents] (collectively, the "Loan Documents") require that Developer assign, transfer and convey to Lender all of Developer's rights, interest in and to the EDPA until such time as Developer has fully satisfied all duties and obligations set forth in the Loan Documents that are necessary to discharge Lender's security interest in the EDPA(the "Assignment"). D. The City is willing to consent to this Assignment specifically in accordance with the terms and conditions of this Consent. AGREEMENT 1. The City, Developer and Lender hereby agree that the recitals set forth above are true and correct and form the basis upon which the City has entered into this Consent. 2. The City hereby consents to the Assignment at the request of Developer and Lender solely for the purpose of Lender's securing the Loan pursuant to and in accordance with the Loan Documents. Notwithstanding such consent, the City does not adopt, ratify or approve any of the particular provisions of the Loan Documents and, unless and to the extent specifically acknowledged by the City in this Consent, does not grant any right or privilege to Lender or any assignee or successor in interest thereto that is different from or more extensive than any right or privilege granted to Developer under the EDPA. 3. In the event that the City is required by the EDPA to provide any kind of written notice to Developer, including notice of breach or default by Developer, the City shall also provide a copy of such written notice to Lender, addressed to the following, or such other party or address as Lender designates in writing, by certified mail, postage prepaid, or by hand delivery: or such other address(es) as Lender may advise City from time to time. 4. If Developer fails to cure any default under the EDPA, the City agrees that Lender, its agents or designees shall have an additional thirty (30) calendar days or such greater time as may specifically be provided under the EDPA to perform any of the obligations or requirements of Developer imposed by the EDPA and that the City will accept Lender's performance of the same as if Developer had performed such obligations or requirements; provided, however, that in the event such default cannot be cured within such time, Lender, its agents or designees, shall have such additional time as may be reasonably necessary if within such time period Lender has commenced and is diligently pursuing the remedies to cure such default, including, without limitation, such time as may be required for lender to gain possession of Developer's interest in the Developer property pursuant to the terms of the Loan Documents. 5. If at any time Lender wishes to exercise any foreclosure rights under the Loan Documents, before taking any foreclosure action Lender shall first provide written notice to the City of such intent (a "Notice"). Lender shall copy Developer on the Notice and deliver such Notice to Developer by both first class and certified mail return receipt concurrent with its transmittal of the Notice to the City and represent in the Notice that it has done so. Notwithstanding anything to the contrary herein, unless Lender enters into a written agreement with the City to assume and be bound by all covenants and obligations of Developer under the EDPA, Lender understands and agrees that the City shall not be bound to pay Lender any Program Grants pursuant to the EDPA. In addition, Lender understands and agrees that if Lender wishes to sell all or any portion of the Development Property or improvements thereon to a third party following Lender's exercise of any foreclosure rights under the Loan Documents, the City shall not be bound to pay such third party any Program Grants pursuant to the EDPA unless Lender and such third party comply with the procedure for assignment set forth in Section 10 of the EDPA, including the obligation of such third party to enter into a written agreement with the City to assume and be bound by all covenants and obligations of Developer under the EDPA. In the event that payment of any Program Grants are withheld by the City pursuant to this Section 5, any rights to receipt of those Program Grants are hereby waived, but the number and amount(s) of any such Program Grant(s) shall nevertheless be counted for purposes of calculating the Term of the EDPA, as set forth in Section 3 of the EDPA. 6. In the event of any conflict between this Consent and the EDPA or any of the Loan Documents, this Consent shall control. In the event of any conflict between this Consent and any of the Loan Documents, this Consent shall control. In the event of any conflict between the EDPA and any of the Loan Documents,the EDPA shall control. 7. This Consent may not be amended or modified except by a written agreement executed by all of the parties hereto. Notwithstanding anything to the contrary in the Loan Documents, an amendment to any of the Loan Documents shall not constitute an amendment to this Consent or the EDPA. 8. Once Developer has fully satisfied all duties and obligations set forth in the Loan Documents that are necessary to discharge Lender's security interest in the EDPA and such security interest is released, Lender shall provide written notice to the City that Lender has released such security interest, in which case this Consent shall automatically terminate. 9. This Consent shall be construed in accordance with the laws of the State of Texas. Venue for any action arising under the provisions of this Consent shall lie in state courts located in Tarrant County, Texas or in the United States District Court for the Northern District of Texas, Fort Worth Division. 10. Capitalized terms used but not specifically defined in this Consent shall have the meanings ascribed to them in the EDPA. 11. This written instrument contains the entire understanding and agreement between the City, Developer and Lender as to the matters contained herein. Any prior or contemporaneous oral or written agreement concerning such matters is hereby declared null and void to the extent in conflict with this Consent. 12. This Consent shall be effective on the later date as of which all parties have executed it. This Consent may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. The failure of any party hereto to execute this Consent, or any counterpart hereof, shall not relieve the other signatories from their obligations from their obligations hereunder. EXECUTED as of the last date indicated below: [SIGNATURES IMMEDIATELY FOLLOW ON NEXT PAGE] CITY OF FORT WORTH: APPROVED AS TO FORM AND LEGALITY: By: By: Name: Name: Assistant City Manager Assistant City Attorney Date: M&C: none required LVG INVESTMENTS, LLC, a Texas limited partnership: By: Name.- Title: ame:Title: Date: M&C Review Official site of the City of Fort Worth,Texas'� CITY COUNCIL AGENDF�IRTWr1RTH A 7 COUNCIL ACTION: Approved As Corrected on 12/8/2015 -Approved As Corrected DATE: 12/8/2015 REFERENCE C-27551 LOG NAME: 17ED NO.: ED_CRYSTAL_SPRINGSEDPA CODE: C TYPE: NON- PUBLIC NO CONSENT HEARING: SUBJECT: Authorize Execution of an Economic Development Program Agreement with LVG Investments, LLC, or an Affiliate for a Mixed-Use Development at 5336 White Settlement Road, West of Roberts Cut Off Road (COUNCIL DISTRICT 7) RECOMMENDATION: It is recommended that the City Council authorize the execution of an Economic Development Program Agreement with LVG Investments, LLC, or an affiliate for a phased, mixed-use development to be located at 5336 White Settlement Road, West of Roberts Cut Off Road. DISCUSSION: The Economic Development Department is proposing a 15-year Economic Development Program Agreement (Agreement) with LVG Investments, LLC (Developer) for annual grants of up to 85 percent of the City's $0.01 sales tax earned on the site, beginning after completion of Phase I (described below). If the minimum requirements of Phase I are not met, the Agreement is in default and no incentive will be paid. If the minimum requirements of Phase II (described below) are not met, the Developer will be in default and the City will have the right to terminate the Agreement. Construction Commitments: Construction on the proposed development is planned in two phases: Phase One will consist of three buildings with at least 62,500 square feet of commercial/retail space, at least 250 apartments, public open space and Infrastructure improvements, including storm water detention and preparatory site work. The minimum investment required for the improvements is $41,500,000.00, with $33,000,000.00 in hard construction costs. The completion deadline for Phase I is December 31, 2020. Phase II requires a minimum additional investment of$45,000,000.00, of which at least $40,000,000.00 must consist of hard construction costs. Phase II will include the construction of additional commercial/retail space (at least 28,000 square feet) or rental multifamily units (at least 350 units). The completion deadline for Phase II is December 31, 2020 2023. Construction Costs Spending Commitments: A minimum of 35 percent of hard construction costs in making the improvements must be expended with Fort Worth companies, and a minimum of 25 percent of hard construction costs must be expended with Fort Worth certified M/WBE companies, with the understanding that dollars spent with Fort Worth certified M/WBE companies will also count as dollars spent with Fort Worth companies. Failure to meet such construction minimums will reduce the amount of each grant. Employment Commitments: The development will provide a minimum100 full-time equivalent positions on the property by December 31, 2020, of which the greater of 35 or 35 percent must be Fort Worth residents and the greater of 18 or 18 percent must be Fort Worth Central City http://apps.cfivnet.org/council_packet/mc review.asp?ID=21782&councildate=12/8/2015[12/10/2015 2:55:28 PM] M&C Review residents. Utilization of Fort Worth Companies and Fort Worth M/WBE Businesses (Supply and Services): For the 15 year term of the Agreement, the Developer will be required to spend a minimum $50,000.00 of annual discretionary supply and service expenditures with Fort Worth companies and a minimum of$25,000.00 annually with certified Fort Worth M/WBE companies (with the understanding that dollars spent with certified Fort Worth M/WBE companies will also count as dollars spent with Fort Worth companies). Supply and service expenditures are all expenditures made for the operation and maintenance of the development, excluding amounts paid for electric, gas, water and other utility services. City Commitments: After completion of Phase One, the City will begin making annual grant payments up to a maximum 85 percent of the City's $0.01 general sales tax revenues. Grant payment shall be generated by sales taxes attributable to the commercial development only. Actual grant paid is subject to reduction from the maximum as defined in the list below. Except for cases of default, failure to meet a commitment will result in a reduction of the corresponding component of the grant for that year, proportional to the amount the commitment was not met. The City will make up to 15 annual grant payments, up to an overall incentive cap of $4,300,000.00. Property Owner or Company Commitment Potential Grant Construction Investment (Base Commitment) 30 Percent Fort Worth Contractors 10 Percent Fort Worth Certified M/WBE Contractors 10 Percent Overall Employment 10 Percent Employment of Fort Worth Residents 10 Percent Employment of Fort Worth Central City Residents 5 Percent Utilization of Fort Worth Companies for Services and Supplies 5 Percent Utilization of Fort Worth M/WBE Companies for Services and 5 Percent Supplies TOTAL 85 Percent The project is located in COUNCIL DISTRICT 7. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that approval of this Agreement will have no material effect on the Fiscal Year 2016 budget. While no current year impact is anticipated from this action, any effect on expenditures and revenues will be budgeted in future fiscal years and will be included in the long term forecast. TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference # Amount ID I I ID I Year (Chartfield 2) http://apps.cfwnet.org/council_packet/mc review.asp?ID=21782&councildate=12/8/2015[12/10/2015 2:55:28 PM] CERTIFICATE OF INTERESTED PARTIES FORM J.295 10f1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2016-98491 LVG Investments, LLC Dallas,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 08/12/2016 being filed. City of Fort Worth Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. C-27551 supersedes cert 2016-97858 Economic Development Program Agreement(Chapter 380)between LVG Investments and the City of Fort Worth Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary Rogers-Cantey Hanger, Pollard Fort Worth ,TX United States X Chapel-Cantey Hanger, David Fort Worth ,TX United States X LVG Investments, LLC Dallas,TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. - �Z 1,4 (/, . ture of authorized agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE / Sworn to and subscribed before me,by the said �.at,,��� C=9,u;U ed-e( i this the ZL day of 13AM41� 20_ILL_,to certify which,witness my hand and seal of office. Si nature of officer administeri g oath Printed name of officer administering oath Title of officer administering oath Forms pr vided by Texas Ethics Commission tl)I g)t tlDt1MORGAK N Version V1.0.277 •��' Pubk Sbft d TOM Comm.Egow 01,23-2017 .. ID 912221703 K ."