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Contract 49195-CA1
CITY'SECRETARI(Aig, I CONTRACT NO. ASSIGNMENT OF TAX ABATEMENT AGREEMENT.4101g5 FOR PROPERTY LOCATED IN A NEIGHBORHOOD EMPOWERMENT ZONE BY AND BETWEEN LMP REALTY,INC.AND AGNL BLADE,L.P. This Assignment of Tax Abatement Agreement for Property Located In A Neighborhood Empowerment Zone (this "Assignment') is entered into and effective as of February 14, 2018 by and between LMP Realty, LLC, a Pennsylvania limited liability company f/k/a LMP Realty, Inc., a Pennsylvania corporation, with its principal place of business at 820 Lincoln Avenue, West Chester, PA 19380 ("Assignor") and AGNL Blade, L.P., a Delaware limited partnership with a place of business at 245 Park Avenue, New York, NY 10167-0094 ("Assignee"), and is hereby acknowledged and approved by the City of Fort Worth City Counsel(the"City Council"). RECITALS: WHEREAS, Assignor and the City of Fort Worth (the "City") entered into a Tax Abatement Agreement For Property Located In A Neighborhood Empowerment Zone for the property located at 1700 Meacham Blvd., Fort Worth, Texas (more fully described in the Abatement Agreement (defined below) as the "Premises"), approved by the City Council through Mayor and City Council Communication No. C-27039 dated October 14, 2014 (the "Abatement Agreement'). The Abatement Agreement is attached hereto as Exhibit"A"and made a part hereof; WHEREAS, the Abatement Agreement conditioned Assignor's eligibility for the contemplated tax abatements upon, amongst other things, (1) Assignor's completion of certain improvements to the Premises(defined as the"Project" in the Abatement Agreement and more fully described in therein); and (2)continuous use of the Premises as a warehouse facility as required by Paragraph 1.3 of the Abatement Agreement; WHEREAS, the City Council has acknowledged that Assignor: (1) successfully and timely completed the Project on or about February 2016, which included the construction of a 295,000 square foot warehouse and certain other improvements, and (2) continuously utilized the Premises as a warehouse,as required by Paragraph 1.3 of the Abatement Agreement; WHEREAS,Assignor was not eligible for the tax abatement in 2016 because the Project was not completed until February 2016,as provided by Paragraph 2.5 of the Abatement Agreement; WHEREAS, Assignor entered into a sale/leaseback transaction with Assignee on or about February 9, 2017 pursuant to which ownership of the Premises transferred to Assignee and concurrently therewith, Assignor entered into a lease agreement ("the Leaseback"), as tenant, with Assignee, as landlord,for the Premises; NOW, THEREFORE, in consideration of the foregoing recitals, and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree to the following terms and conditions: 1. Effective as of the date hereof, Assignor hereby assigns, transfers, sets over, grants and conveys to Assignee all of the rights,title and interest of Assignor under the Abatement Agreement so that the tax abatements previously granted with respect to the Project may be claimed by Assignee. 2. Effective as of the date hereof, Assignee, hereby accepts such assignment and agrees to assume all of terms, conditions, rights, duties and obligations of Assignor under the Abatement RECElVEI7Agreement; provided, Assignee shall not assume any obligations of Assignor arising under the Abatement Agreement prior to the date hereof. JUN 2 8 2018 OFFICIAL RECORD C[ff OF FORT WORTH CITYSECRETARY CITY SECRETARY FT.WORM TX 3. The City Council hereby acknowledges and approves this Assignment, which shall be effective as of the date hereof, and confirms that this Assignment shall not result in a restriction of any rights or benefits under the Abatement Agreement. 4. Each of Assignor and Assignee represents to the other as follows: (i) it is authorized to enter into this Assignment and no consent or authorization from any other party, person or entity is required for the execution of this Assignment other than any consents or authorizations that have been obtained on or prior to the date hereof; and (ii) it has not assigned, transferred or conveyed any of its interest under the Abatement Agreement to any other party prior to the date of this Assignment. 5. The City Council represents to Assignor and Assignee that it is authorized to approve this Assignment and no consent or authorization from any other party, person or entity is required for the execution of this Assignment other than any consents or authorizations that have been obtained on or prior to the date hereof. 6. All notices to Assignee shall addressed to Assignee at the following address: AGNL Blade, L.P. c/o Angelo,Gordon&Co., L.P. 245 Park Avenue, 24"Floor New York_,New York 10167 Attention: Gordon J. Whiting and: AGNL Manager 1I1, Inc. c/o Angelo,Gordon&Co., L.P. 245 Park Avenue,24"Floor New York,New York 10167 Attention: Frank Stadelmaier with a copy to: Sheppard, Mullin, Richter&Hampton LLP 2099 Pennsylvania Avenue, Suite 100 Washington, DC 20006 Attention: Michele E. Williams, Esq. and a copy to: LMP Realty, LLC 820 Lincoln Avenue West Chester, PA 19380 Attention: Edward v. McAssey 7. Each party hereto agrees to cooperate with the other and to execute and deliver such further instruments and documents and do all such further acts and things as such party may reasonably be requested to do from time to time by the other party in order to carry out the provisions and objectives of this Assignment. 8. Each party acknowledges that such party has not relied on or received a promise, representation or warranty of any kind not otherwise contained or referred to herein to induce such party to enter into this Assignment. Each of the parties hereto severally agrees that it has read this Assignment, that it understands the contents thereof, and that each party is signing this Assignment as its own free act and deed, %without any persuasion or coercion on the part of anyone, and with full advice of counsel. 9. Each party hereto hereby agrees that the State of Texas has a substantial relationship to the parties and to the transaction contemplated herein, and in all respects (including, without limiting the generality of the foregoing, matters of construction, validity and performance) this Assignment and the obligations arising hereunder shall be governed by, and construed in accordance with. the laws of the State of Texas applicable to contracts made and performed therein (without regard to its conflict of laws principle,) and all applicable law of the United States of America. M The parties hereby agree to waive any right to trial by jury, with respect to any action or proceeding brought by either party or any other person, relating to or arising out of this Assignment. The parties hereby acknowledge and agree that this Assignment constitutes a written consent to waiver of trial by jury pursuant to any applicable state statutes. 11. This Assiunment may be executed in two or more counterparts. and if so executed each counterpart shall be deemed an original but all counterparts together shall constitute one instrument. Facsimile or pdf signatures shall be effective signatures for purposes of finalizing and executing this Assignment. 12. If any term or provision of this Assignment or the application thereof to any party or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Assignment or the application of such term or provision to the parties or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision ofthis Assignment shall be valid and enforceable to the fullest extent permitted by lw.N. 13. This Assignment contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior written agreements of the parties with respect to the subject matter hereof. This Assignment is binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns. IRernainder of Page Intentionally Left Blank; Signatures on Following Pagel IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed by their duly authorized representatives,all as of the day and year first above written. ASSIGNOR: LMP REALTY,LLC, a Pennsylvania limited liability company By: Name: Edward T McA ey Title: President ASSIGNEE: AGNL BLADE,L.P., a Delaware limited partnership By: AGNL BLADE GP, L.L.C., a Delaware limited liability company, its General Partner By: AGNL MANAGER III, INC., a Delaware corporation, its Manager By: )� Name: Gordo Whiting Title: President and Managing Direc ACKNOWLEDGED AND AGREED TO BY THE CITY COUNML AS OF '26V 15 a�59 tQ 91fT[T✓tTT *TlI•OF For i1 r nt44@R: iTYI V fLZ I By: Name: _ Title: �( AM. ary Kayser, City Secretary :0 U *' i2 APPROVED AS TO FORM AND LE ITS;;............. Melinda Ramos Sr. Assistant City Attorney M& C: C-28576 1�bt$-bo a��a OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX EXH I BIT A f: CRY SEMAW/� / C ONTRACT No.- 1a) TAX ABATEMENT AGREEMENT FOR PROPERTY LOCATED IN A NEIGHBORHOOD EMPOWERMENT ZONE 1700 Meacham Boulevard This TAX ABATEMENT AGREEMENT ("Agreement") is entered into by and between the CITY OF FORT WORTH,TEXAS (the "City"), a home rule municipal corporation organized under the laws of the State of Texas and acting by and through David Cooke, its duly authorized City Manager, and LMP Realty, Inc., ("Owner") of property located at 1700 Meacham Boulevard, Lot IRA,Lasko Industrial Addition,being 37.950 acres of land located in the William B. Tucker Survey, Abstract No. 1515 and the John Bursey Survey,Abstract No. 122 and compromising all of Block I-R, Lasko Industrial Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat recorded in Cabinet AQ, Slide 285,Plat Records,Tarrant County,Texas. The City Council of the City of Fort Worth ("City Council") hereby finds and 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. Chapter 378 of the Texas Local Government Code allows a municipality to create a neighborhood empowerment zone if the municipality determines that the creation of the zone would promote: (1) the creation of affordable housing,including manufactured housing in the zone; (2) an increase in economic development in the zone; (3) an increase in the quality of social services, education,or public safety provided to residents of the zone;or (4) the rehabilitation of affordable housing in the zone. B. Chapter 378 of the Texas Local Government Code provides that a municipality that creates a neighborhood empowerment zone may enter into agreements abating municipal property taxes on property in the zone. C. On July 31, 2001, the City Council adopted basic incentives for property owners who own property located in a Neighborhood Empowerment Zone, stating that the City elects to be eligible to participate in tax abatement and including guidelines and criteria governing tax abatement agreements entered into between the City and various third parties, titled "Neighborhood Empowerment Zone "NEZ Basic Incentives" ("NEZ Incentives"),these were readopted on May 6, 2014(Resolution No.4319). D. The NEZ Incentives contains appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by Chapter 312 of the Texas Tax Code,as amended(the"Code"). E. On November 12, 2013, the City Council adopted Ordinance No. 21034 ("Ordinance") establishing "Neighborhood Empowerment Reinvestment Zone No. 37," City of Fort Worth, Texas ("Zone") and adopted Resolution No. 4260 establishing "Designation of 28th Street/Meacham Area as a Neighborhood Empowerment Zone"("NEZ"). Page 1 of 12 RKEIVED NOV 2 5 2014 NEZ Tax Abatement with LMP Realty,Inc., 1700 Meacham Boulevard Approved by M&C C-27039,October 14, 2014 F. Owner owns certain real property located entirely within the Zone and that is more particularly described in Exhibit"I", attached hereto and hereby made a part of this Agreement for all purposes (the"Premises"). G. Owner or its assigns plan to construct a Warehouse, more particularly described in Section 1.1 of this Agreement, on the Premises (the"Project"). H. On July 28, 2014, Owner submitted an application for tax abatement to the City concerning the Premises (the "Application"), attached hereto.as Exhibit"2" and hereby made a part of this Agreement for all purposes. I. On or about October 16, 2014, Owner was informed that the footprint of the Warehouse would have to be reduced from 309,000 square feet to appx. 295,500 square feet to avoid intrusion on a storm water drainage channel (on the east side of the building lot) sufficient to obtain necessary Project approval from the United States Army Corps of Engineers. J. The contemplated use of the Premises, the Required Improvements, as defined in Section 1.1, and the terms of this Agreement are consistent with encouraging development of the Zone in accordance with the purposes for its creation and are in compliance with the NEZ Incentives, the Ordinance and other applicable laws,ordinances,rules and regulations. K. The terms of this Agreement, and the Premises and Required Improvements, satisfy the eligibility criteria of the NEZ Incentives. L. Written notice that the City intends to enter into this Agreement, along with a copy of this Agreement, has been furnished in the manner prescribed by the Code to the presiding officers of the governing bodies of each of the taxing units in which the Premises is located. NOW, THEREFORE, the City and Owner, for and in consideration of the terms and conditions set forth herein,do hereby contract,covenant and agree as follows: 1. OWNER'S COVENANTS. 1.1. Real Property Improvements. Owner shall construct, or cause to be constructed, on and within the Premises certain improvements consisting of a warehouse of at least 295,500 square feet in size, and having a construction cost upon completion of$9,100,000.00 including site development costs but such minimum construction costs shall be reduced by any construction cost saving(collectively,the "Required Improvements"). The type, preliminary site plan,and conceptual elevation of the Required Improvements are described in Exhibit"3". Tarrant Appraisal District must appraise the property (improvements and land) within 10% of$9,100,000.00. Owner shall provide a copy of the final construction invoices, and final site plan to City once it is approved by the Department of Development and the parties agree that such final site plan; construction invoices shall be a part of this Agreement and shall be labeled Exhibit "4". The final site plan shall be in substantially the same form as the preliminary site plan. Minor variations, and more substantial variations if approved in writing by both of the parties to this Agreement, in the Required Improvements from the description provided in the Application for Tax Abatement shall not constitute an Event of Default, as defined in Section 4.1, provided that the Page 2 of 12 NEZ Tax Abatement with LMP Realty, Inc., 1700 Meacham Boulevard Approved by M&C C-27039, October 14,2014 conditions in the first sentence of this Section 1.1 are met and the Required Improvements are used for the purposes and in the manner described in Exhibit"Y'. 1.2. Completion Date of Required Improvements. Owner covenants to substantially complete construction of all of the Required Improvements within two years from the date of Council approval of the tax abatement. The abatement will automatically terminate two years after Council approval if a building permit has not been pulled and a foundation has not been poured, unless delayed because of force majeure, in which case the two-years shall be extended by the number of days comprising the specific force majeure. For purposes of this Agreement, force majeure shall mean an event beyond Owner's reasonable control, including, without limitation, delays caused by adverse weather, delays in receipt of any required permits or approvals from any governmental authority, or acts of God, fires, strikes, national disasters, wars, riots and material or labor restrictions,and shortages as determined by the City of Fort Worth in its sole discretion,which shall not be unreasonably withheld, but shall not include construction delays caused due to purely financial matters, such as, without limitation, delays in the obtaining of adequate financing. 1.3. Use of Premises. Owner covenants that the Required Improvements shall be constructed and the Premises shall be continuously used as a warehouse and in accordance with the description of the Project set forth in the Exhibit"3". In addition, Owner covenants that throughout the Term, the Required Improvements shall be operated and maintained for the purposes set forth in this Agreement and in a manner that is consistent with the general purposes of encouraging development or redevelopment of the Zone. 2. ABATEMENT AMOUNTS,TERMS AND CONDITIONS. Subject to and in accordance with this Agreement, the City hereby grants to Owner real property tax abatement on the Premises,the Required Improvements, as specifically provided in this Section 2 ("Abatement"). Abatement of real property taxes only includes City of Fort Worth- imposed taxes and not taxes from other taxing entities. 2.1. Amount of Abatement. The actual amount of the Abatement granted under this Agreement shall be based upon the increase in value of the Premises and the Required Improvements over their values as determined by TAD on October 14, 2014, and this amount is $296,578.00 the year in which this Agreement was entered into: One Hundred percent (100%) of the increase in value from the construction of the Required Improvements. If the square footage requirement and the appraised value of the Required Improvements are less than as provided in Section 1.1 of this Agreement, except that such minimum construction costs shall be reduced by construction cost savings, Owner shall not be eligible to receive any Abatement.under.this Agreement. Page 3 of 12 NEZ Tax Abatement with LMP Realty,Inc., 1700 Meacham Boulevard Approved by M&C C-27039,October 14, 2014 2.2. Increase in Value. The abatement shall apply only to taxes on the increase in value of the Premises due to construction of the Required Improvements and shall not apply to taxes on the land, nor shall the abatement apply to mineral interests. 2.3. Abatement Limitation. Notwithstanding anything that may be interpreted to the contrary in this Agreement, Owner's Abatement in any given year shall be based on the increase in value of the Premises over its value on October 14,2014, including the Required Improvements, up to a maximum of$13,650,000.00. In other words, by way of example only, if the increase in value of the Premises over its value on October 14,2014, including the Required Improvements,in a given year is$15,500,000.00,Owner's Abatement for that tax year shall be capped and calculated as if the appraised value of the Premises for that year had only been$13,650,000.00. 2.4. Protests Over Appraisals or Assessments. Owner shall have the right to protest and contest any or all appraisals or assessments of the Premises and/or improvements thereon. 2.5. Term. The term of the Abatement (the "Term") shall begin on January 1 of the year following the calendar year in which a final certificate of occupancy is issued for the Required Improvements ("Beginning Date") and, unless sooner terminated as herein provided, shall end on December 31 immediately preceding the fifth(5t')anniversary of the Beginning Date. 2.6. Abatement Application Fee. The City acknowledges receipt from Owner of the required Abatement application fee of one half of one percent (.5%) of Project's estimated cost, not to exceed $2,000. The application fee shall not be credited or refunded to any party for any reason. 3. RECORDS,AUDITS AND EVALUATION OF PROJECT. 3.1. Inspection of Premises. Between the execution date of this Agreement and the last day of the Term and for five (5)years after termination("Compliance Auditing Term"),at any time during normal office hours throughout the Term and the year following the Term and following reasonable notice to Owner, the City shall have and Owner shall provide access to the Premises in order for the City to inspect the Premises and evaluate the Required Improvements to ensure compliance with the terms and conditions of this Agreement. Owner shall cooperate fully with the City during any such inspection and/or evaluation. Page 4 of]2 NEZ Tax Abatement with LMP Realty, Inc., 1700 Meacham Boulevard ';- Approved by M&C C-27039,October 14,2014' - _ j 3.2. Audits. The City shall have the right to audit at the City's expense the financial and business records of Owner that relate to the Project and Abatement terms and conditions (collectively, the "Records") at any time during the Compliance Auditing Term in order to determine compliance with this Agreement and to calculate the correct percentage of Abatement available to Owner. Owner shall make all applicable Records available to the City on the Premises or at another location in the City following reasonable advance notice by the City and shall otherwise cooperate fully with the City during any audit. 3.3. Provision of Information. On or before March 1 following the end of every year during the Compliance Auditing Term and if requested by the City, Owner shall provide information and documentation for the previous year that addresses Owner's compliance with each of the terms and conditions of this Agreement for that calendar year. This information shall include, but not be limited to, the number and dollar amounts of all construction contracts and subcontracts awarded on the Project. Failure to provide all information within the control of Owner required by this Section 3.3 shall constitute an Event of Default, as defined in Section 4.1. 3.4. Determination of Compliance. On or before August 1 of each year during the Compliance Auditing Term,the City shall make a decision and rule on the actual annual percentage of Abatement available to Owner for the following year of the Term and shall notify Owner of'such decision and ruling. The actual percentage of the Abatement granted for a given year of the Term is therefore based upon Owner's compliance with the terms and conditions of this Agreement during the previous year of the Compliance Auditing Term. 4. EVENTS OF DEFAULT. 4.1. Defined. Unless otherwise specified herein, Owner shall be in default of this Agreement if(i) Owner fails to construct the Required Improvements as defined in Section 1.1.;(ii)ad valorem real property taxes with respect to the Premises or the Project, or its ad valorem taxes with respect to the tangible personal property located on the Premises, become delinquent and Owner does not timely and properly follow the legal procedures for protest and/or contest of any such ad valorem real property or tangible personal property taxes or(iii)OWNER DOES NOT COMPLY WITH CHAPTER 7 AND APPENDIX B OF THE CODE OF ORDINANCE OF THE CITY OF FORT WORTH (collectively, each an "Event of Default"). i I i Page 5 of 12 NEZ Tax Abatement with LMP Realty,Inc., 1700 Meacham Boulevard Approved by M&C C-27039, October 14,2014 4.2. Notice to Cure. Subject to Section 5, if the City determines that an Event of Default has occurred, the City shall provide a written notice to Owner that describes the nature of the Event of Default. Owner shall have sixty (60) calendar days from the date of receipt of this written notice to fully cure or have cured the Event of Default. If Owner reasonably believes that Owner will require additional time to cure the Event of Default, Owner shall promptly notify the City in writing, in which case (i) after advising the City Council in an open meeting of Owner's efforts and intent to cure, Owner shall have ninety(90)calendar days from the original date of receipt of the written notice, or(ii)if Owner reasonably believes that Owner will require more than ninety (90)days to cure the Event of Default, after advising the City Council in an open meeting of Owner's efforts and intent to cure, such additional time, if any, as may be offered by the City Council in its sole discretion. 4.3. Termination for Event of Default and Payment of Liquidated Damazes. If an Event of Default, which is defined in Section 4.1, has not been cured within the time frame specifically allowed under Section 4.2, the City shall have the right to terminate this Agreement immediately. Owner acknowledges and agrees that an uncured Event of Default will (i) harm the City's economic development and redevelopment efforts on the Premises and in the vicinity of the Premises; (ii) require unplanned and expensive additional administrative oversight and involvement by the City; and (iii) otherwise harm the City, and Owner agrees that the amounts of actual damages there from are speculative in nature and will be difficult or impossible to ascertain. Therefore,upon termination of this Agreement for any Event of Default, Owner shall not be eligible for the Abatement for the remaining Term and Owner shall pay the City, as liquidated damages,all taxes that were abated in accordance with this Agreement for each year when an Event of Default existed and which otherwise would have been paid to the City in the absence of this Agreement. The City and Owner agree that this amount is a reasonable approximation of actual damages that the City will incur as a result of an uncured Event of Default and that this Section 4.3 is intended to provide the City with compensation for actual damages and is not a penalty. This amount may be recovered by the City through adjustments made to Owner's ad valorem property tax appraisal by the appraisal district that has jurisdiction over the Premises. Otherwise, this amount shall be due, owing and paid to the City within sixty(60) days following the effective date of termination of this Agreement. In the event that all or any portion of this amount is not paid to the City within sixty(60)days following the effective date of termination of this Agreement,Owner shall also be liable for all penalties and interest on any outstanding amount at the statutory rate for delinquent taxes, as determined by the Code at the time of the payment of such penalties and interest. Notwithstanding anything herein to the contrary, damages due under this paragraph shall be the sole responsibility of LMP Realty,Inc. 4.4. Termination at Will. If the City and Owner mutually determine that the development or use of the Premises or the anticipated Required Improvements are no longer appropriate or feasible,or that a higher or better use is preferable,the City and Owner may terminate this Agreement in a written format that is signed by both parties. In this event,(i)if the Term has commenced, the Term shall expire as of the effective date of the termination of this Agreement; (ii)there .......... i Page 6 of 12 NEZ Tax Abatement with LMP Realty, Inc., 1700 Meacham Boulevard Approved by M&C C-27039, October 14,2014 shall be no recapture of any taxes previously abated; and (iii) neither party shall have any further rights or obligations hereunder. 4.5. Sexually oriented Business &Liquor Stores or Package Stores. a. Owner understands and agrees the City has the right to terminate this agreement if the Project contains or will contain a sexually oriented business. b. Owner understands and agrees that the City has the right to terminate this agreement as determined in City's sole discretion if the Project contains or will contain a liquor store or package store. 5. EFFECT OF SALE OF PREMISES. Company may assign this Agreement and all or any portion of the benefits provided hereunder to LMP Realty, Inc., or an Affiliate without the consent of the City,provided that(i)prior to or contemporaneously with the effectiveness of such assignment, Company provides the City with written notice of such assignment, which notice shall include the name of the Affiliate and a contact name, address and telephone number, and (ii) the Affiliate agrees in writing to assume all terms and conditions of Company under this Agreement. For purposes of this Agreement, an "Affiliate" means all entities, incorporated or otherwise, under common control with Company, controlled by Company or controlling Company. For purposes of this definition, "control" means fifty percent(50%)or more of the ownership determined by either value or vote. Company may not otherwise assign this Agreement or any of the benefits provided hereunder to another party without the consent of the City Council, which consent shall not unreasonably be withheld or delayed, provided that (i) the City Council fords that the proposed assignee is financially capable of meeting the terms and conditions of this Agreement and (ii) the proposed assignee agrees in writing to assume all terms and conditions of Company under this Agreement. Any attempted assignment without the City Council's prior written consent shall constitute grounds for termination of this Agreement and the Abatement granted hereunder following ten (10) calendar days of receipt of written notice from the City to Owner. 6. 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: City of Fort Worth Ed McAssey Attn: City Manager Chief Operating Officer 1000 Throckmorton Lasko Products Fort Worth,TX 76102 820 Lincoln Avenue West Chester,PA 19380 and Housing&Economic Development Department Attn: Jay Chapa,Director 1000 Throckmorton ` Fort Worth,TX 76102 Page 7 of 12 NEZ Tax Abatement with LMP Realty, Inc., 1700 Meacham Boulevard Approved by M&C C-27039, October 14,2014 i:. 7. MISCELLANEOUS. 7.1. Bonds. The Required Improvements will not be financed by tax increment bonds. This Agreement is subject to rights of holders of outstanding bonds of the City. 7.2. Conflicts of Interest. Neither the Premises nor any of the Required Improvements covered by this Agreement are owned or leased by any member of the City Council,any member of the City Planning or Zoning Commission or any member of the governing body of any taxing units in the Zone. 7.3. Conflicts Between Documents. In the event of any conflict between the City's zoning ordinances, or other City ordinances or regulations, and this Agreement, such ordinances or regulations shall control. In the event of any conflict between the body of this Agreement and Exhibit"3",the body of this Agreement shall control. As of October 14, 2014, the City is unaware of any conflicts between this Agreement and the City's zoning ordinance or other ordinances or regulations. 7.4, Future Application, A portion or all of the Premises and/or Required Improvements may be eligible for complete or partial exemption from ad valorem taxes as a result of existing law or future legislation. This Agreement shall not be construed as evidence that such exemptions do not apply to the Premises and/or Required Improvements. 7.5. City Council Authorization. This Agreement was authorized by the City Council through approval Mayor and Council Communication No. C-27039 on October 14, 2014, which, among other things, authorized the City Manager to execute this Agreement on behalf of the City. 7.6. Estoppel Certificate. Any party hereto may request an estoppel certificate from another party hereto so long as the certificate is requested in connection with a bona fide business purpose. The certificate, which if requested will be addressed to the Owner, shall include, but not necessarily be limited to, statements that this Agreement is in full force and effect without default (or if an Event of Default exists, the nature of the Event of Default and curative action taken and/or necessary to effect a cure), the remaining term of this Agreement, the levels and remaining term of the Abatement in effect, and such other matters reasonably requested by the party or parties to receive the certificates. Page 8 of 12 NEZ Tax Abatement with LMP Realty,Inc., 1700 Meacham Boulevard Approved by M&C C-27039, October 14,2.014 7.7. Owner Standing. Owner shall be deemed a proper and necessary party in any litigation questioning or challenging the validity of this Agreement or any of the underlying laws, ordinances, resolutions, or City Council actions authorizing this Agreement and Owner shall be entitled to intervene in any such litigation. 7.$. Venue and Jurisdiction. This Agreement shall be construed in accordance with the laws of the State of Texas and applicable ordinances, rules, regulations, or policies of the City. Venue for any action under this Agreement shall lie in the State District Court of Tarrant County, Texas. This Agreement is performable in Tarrant County,Texas. 7.9. Severability. i 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. 7.10. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part'of this Agreement. 7.11. 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, their assigns and successors in interest, 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. This Agreement may be executed in multiple counterparts, each of which shall be considered an original,but all of which shall constitute one instrument. (REMAINDER OF PAGE INTENTIONALLY BLANK) i I i i t Page 9 of 12 NEZ Tax Abatement with LMP Realty, Inc., 1700 Meacham Boulevard Approved by M&C C-27439,October 14,,2014 City of Fort Worth: LMP Realty, By: TGA.,..--�+��---» B Fernando Costa Edward V. McAssey II esident Assistant City Manager to[3o 17D tL ATTEST: � O By: ix t S et $$ APPROVED AS TO FORM AND LEGALIT . Melinda Ramos Sr. Assistant City Attorney M& C: C-27039 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Fernando Costa, Assistant City Manager of the CITY OF FORT WORTH, a municipal corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the said CITY OF FORT WORTH, TEXAS, a municipal corporation, that he was duly authorized to perform the same by appropriate resolution of the City Council of the City of Fort Worth and that he executed the same as the act of the said City for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 01-f� day of (� ,2014. Noiory PUblic,S State oSTexas otary Public in and for a the State of Texas 'yy { My Commission Expires eilldHl: - /�/� �C'Ls July 10, 2017 4 Eft 4l„111\\�`; Notary's Printed Name Page 10 of 12 NEZ Tax Abatement with LMP Realty,Inc., 1700 Meacham Boulevard Approved by M&C C-27039,October 14,2914 COMMONWEALTH OF PENNSYLVANIA§ COUNTY OF CHESTER§ BEFORE ME, the undersigned authority, on this day personally appeared Edward V. McAssey III, President of LMP Realty, Inc., known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of LMP Realty,Inc.. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 3011" day of Co ,2014. Notary Public in and for The Commonwealth of Pennsylvania IM Notary's Printed Name otbbbet N i i i.. i Page I I of 12 NEZ Tax Abatement with LMP Realty,Inc., 1700 Meacham Boulevard Approved by M&C C-27039, October 14,2014 Exhibit 1: Property Description Exhibit 2: Application: (NEZ)Incentives and Tax Abatement Exhibit 3: Project description Exhibit 4: Final Construction Invoices and Final Site Plan(to be attached after construction) i i 1 i Page 12 of 12 - NEZ Tax Abatement with LMP Realty, Inc., 1700 Meacham Boulevard Approved by M&C C-27039,October 14,2014 i Exhibit 1 Property Description 1700 Meacham Boulevard, Lot IRA,Lasko Industrial Addition,being 37.950 acres of land located in the William B. Tucker Survey,Abstract No. 1515 and the John Bursey Survey, Abstract No. 122 and compromising all of Block 1-R,Lasko Industrial Addition to the City of Fort Worth, Tarrant County,Texas,according to the Plat recorded in Cabinet AQ,Slide 285,Plat Records,Tarrant County,Texas. i I . I i i I I Exhibit 2 FORTWORTH Application No. • CITY OF FORT WORTH NEIGHBORHOOD EMPOWERMENT ZONE(NEZ)PROGRAM PROJECT CERTIFICATION APPLICATION 1. _/APPLICATION CHECKLIST - Please submit the fo}3owing documentation: A completed application form [� A list of all properties awned by the applicant,owner,developer,associates,principals,partners,and agents in the City Fort Worth j ❑ Non Refundable Application fee—For all Basic Incentives applications excluding Tax Abatement the application fee is$25.00.For multifamily,commercial,industrial,commercial facilities,and mixed-use tax abatement applications:0.5%of the total Capital Investment of the project,with a x200.00 minimum and not to exceed$2,000.00;For residential tax abatement applications:$100.00 per house. [� Proof of ownership,such as a warranty deed,affidavit ofheirship,or a probated will OR evidence of site control,such as option to buy(A regisbered warranty deed is required for tax abatement application.) Title abstract of the property(only if applying for release of City liens) [� A reduced 11,07 floor plan,site plan,and siW elevation with a written detailed project description that includes a construction time line A detailed line item budget showing the cost breakdown for the project [� Copy of Incorporation Papers noting all principals,partners,and agents If applicable Rmalred-Meet with the Councilmember and Neighborhood&other Organizations representing the NEZ as outlined in the Public Notice requirement of the NEZ Policy and Guidelines revised April 6,2004 or followed guidelines of NEZ Strategic Plan if a Strategic Plan is in place for the specific NEZ. ❑ Support letter from Woodhaven Neighborhood Association and Woodhaven Community Development Corporation(For projects located In Woodhaven NEZ only) ` INCOMPLETE APPLICATIONS WILL NOT BE PROCESSED FOR CERTIFICATION UNTIL ALL REQUIRED DOCUMENTS SHOWN IN THE ABOVE CHECKLIST ARE SUBMITTED WnIM 30 DAYS AFTER THE APPLICATION IS RECEIVED. YOU MUST APPLY FOR TAX ABATEMENT BEFORE ANY J3UELDING PERMITS ARE ISSUED FOR YOUR PROPERTY AND BEFORE ANY IMPROVEMENTS ARE MADE TO YOUR PROPERTY. IT TAKES 60 TO 90 ! BUSINESS DAYS TO COMPLETE THE TAX ABATEMENT AGREEMENT APPROVAL.PROCESS AFTER THE I ISSUANCE OF NEZ CERTIFICATION DEPENDING ON THE COMPLEXITY OF YOUR PROJECT. ALL BUILDING PERMITS MUST BE PULLED WITHIN THE 12 MONTH PERIOD THAT CERTIFICATION WAS APPROVED,OR WITHIN THE 12 MONTH PERIOD THAT THE TAX ABATEMENT WAS APPROVED,OR YOU , WILL BE REQUIRED TO RIX-APPLY FOR NEZ INCENTNES. ' 'i H. AI'PLiCiADtx/ fim nun=ATION 1. Applicant: LMP �� .�_ t11,C _ Z. Contact Person: 4H2&&& W RO&IF�,JIC.�� i 3. Address: 1"140 KEA>✓HLAMM lit VQ-FT•1hfQinr -Tx 7161CJ� j Street City State Zip I I 4. Phone no.: 5. Fax No.: �st�r•�z�•� � 6. Email: F so 7. Agent(If any) S. Address: � 'ZL _.� • Gam (,, �1 �XY 12 pAil X Street City State Zip 9. Phone no.: 10.Fax No.: 11, Email: J2 A JLJ 40M Revised July 12,2011 I i i FORT WORTH Application No, PROJECT ELIGIBILITY 1. Please List down the addresses and legal descriptions of the project and other properties your organization owns in Fort Worth. Attach metes and bounds description if no address or legal description is available. Attach a mag showing the location of the project. Table 1 Property Own ership ,dr iIrGE Address Zip Code Pro'ect Location -Stibilb iision Name Lat No. Block No. 1-7c2!2 MejGt+AM -761 LA*KO INR1 .APP k 0 1 N Other properties owned in the City of Fort Worth -continue on a separate sheet and attach if necessary. 2. For each property iisted,in Table 1,please check the boxes below to indicate if: • there are taxes past due;or there aro City liens;or • You (meaning the appiioant, developer, associates, agents,' principals) have been subject to a Building Standards Commission's Order of Demolition where the property was demolished within the last five years. Table 2 PropeM Tuxes and City Liens Property City Liens on Property Address Taxes Weed Board-up/Open Demolition Paving Order of Due Liens Stuctare Liens Liens Liens .Demolition ❑ 0 ❑ ❑ ❑ El El 11 ❑ El 0 El ET El El El El L1 El ElEl Li El (Please attach additional sheets of paper as needed.) If there are taxes due or liens against any property in the City of Fort Worth you mgy not be eligible for NEZ b centives . i Revised July 12,2011 - 2 i i ' i. ORO� AppnNo. 3. Do you own other properties under other names? E Yes❑No If Yes,please specify 4. Does the proposed project conform with City of Fort Worth Zoning? gYes ❑No If no,what steps are being taken to insure compliance? 5. Project ❑ 1 ❑ 11El ❑ El1. Type: Single Family Mufti-Family Commercial industrial Community Facilities Mixed-Use ❑OKner OeeapW ❑Itmtei Properly 6. Please describe the proposed reaidoatl+ - commercial project-_NEW 7. If your project is a commercial,industrial,or mixed-use project,please describe the types of businesses that are being proposed: 8. Is this a new construction or rehab project? New Construction ❑Rehab 9. How much is the total development cost of your project? M 10.Will the eligible rehabilitation work*equal to at least 30% of the Tarrant Appraisal District(TAD) assessed value of the structure during the year rehabilitation occurs? ❑Yes ❑No 'Eligible rehabilitation includes only physical improvements to real property. It does NOT include: Front yard fencing consisting of chain-link or solid materlal construction;personal property such as furniture, appliances,equipment,and/or supplies.Total eligible rehabilitation costs shall equal to or exceed 30%of tE e TAD appraised valuc of the structure during the year rehabilitation occurs. 11.How much is the total square footage ofyour project9 square feet V. 12.For a single-family homeownership. mixed-use, or multi-family development oroiect,please fill out the number of residential units based on income range of owners or renters in the following table. Table 3 Number of Residential Units and l acome Range of Owners or Renters . ': "Y 's>^, �;.:G' a.ur,'. ^`^+s•:. e.'.c 74is yS r....-.�` A :� •. y' ... ._.ad'+e«i.''+e:t4•:�- r:�•p;� 'i7• y .'�.'.�.�v '`�..f'TS' !'+..�. •y =.�;�.:-':t M•i�u,#nbera� i e"S:i,`F`3,M'� ft. �i4�i Yf�'u:.ap�p; n✓ :.•.f":�•'C' ' : •.£: :;:•�:- ',d. .x .:i ;-- t'e*kr,»3-••a(' 1"": ,::�.__.;,.q:j.i ,`te.".':': . C*„.•�'•��-4'>�-.s':f> •ii`,•j.•.+.z i_:d».,.:•� c�L••k••.'':.`f'•^:.:fti>1'•`'� 5�?2<4ti :•:`>.1'�'Y•:7;i 5��,i:'cs�'•�'i:•: >80%ofAMFI** N47”AM W-AM At or below 80%of AMFI .. •;r+s:+,•53;`�"'• -i,..isr: �•:i":'';�•w;s�:i: :: }a:? ,ar..•d'�+.. ::;' $: :t 4F•.. •: u. ..f,-:ji: �'ti:. ��� `it`c'd i.: :.i.'.w`.'S� `•4`..:Z�:ti C-�:L�,�:� ;;��••7.ylS:f.�:,:*�..v. �...•':aP"'^s,,�.',yM. F.•�,�.�,C.J`�g'fik **AMFI:Area Median Family Income. Please sw attachment for income and bousing payment guldeliues. 13.For a multifamily prosect to be qualified for tax abatement, at least 20% of total units shall be affordable to families at or below 80%of AYM Check the box if you are requesting a waiver of this requirement ❑ 14. Fora commercial, industrial_or mo+mmualty fac111des project, indicate square footage of nou- i residential space. : ,� - .x�;.,K ,:?•�Ky X-�,"-gip;: _ :s��,,���nn.�, - _ � .r.. -•-_- :sem ;,(".,;h,:=:�,.._,•;:.::...... , C'`p�'ffiii8>Ci .;��.�';., a :.ix� C z f _ds '3�.'. O n CI.11�e$ '.�:�..•,.of�� t-:....s<,:T4,:,:�r � �+a�f:�.. `'ice'a r�.h�..� .+�C .3 �q�i1•>,: rt...^k a. ..z.: square feet square feet square feet Revised July 12,2011 3 i FOT�T wORTH Application Na. 15,How"much will be your Capital Investment***on the project?Please use the following table to provide the detaW and amount of your Capital Investment(Attached additional sheets if necessary). Table 4 Itemized Budget of the Project 'A; 4Z '•:: .n.. ' Total•. .. - 4t'•q. :4' .i' .;''- ... **"Capital Investment includes only real property improvements such as new facilities and structures,site improvements,facility expansion, and facility modernization. Capital Investment DOES NOT include land acquisition costs and/or any existing improvements,or personal property(such as machinery,equipment,and/or supplies or inventory). 16.1 pr a commerefal,industrial,comm itnitp facilit1+or mixed-use proiect,how many employees will the project generate?._W 4/* . 17. For a mixed-use project,please indicate the percentage of all uses in the project in the following table. Table 5 Percentage of Uses in a Mixed-Use Project TS Pg: _ Squitire)�oo€agc'.t: , r.' Residential Office Eating Entertainment Retail sales Service III. INCENTIVES - What incentives are you applying for? Municipal Property Tax Abatements Must pro 'de Final Plat Cabinet and Slide for Tax Abatement Cabinet Slide U 5 years ❑More than 5 years ❑Residential owner occupied ❑Residential Rental Property ❑Apartments(5 plus units) ❑Commercial Develo mentFee Waivers All building permit related fees(including Plans Review and Inspections) f�I Plat application ❑ Zoning application fee ❑ Board of Adjustment application fee: ❑ Demolition fee ❑ Structure moving fee [� Community Facilities Agreement(CFA)application fee Street and utility easement vacation application fee Impact Fee Waivers -The maximum waterAwastewater impact fee waiver amount for a commercial,industrial,mixed- use,or community facility development project Is equivalent to the waterlwastewater impact fee of two 6-inch meters [� Water (Meter Size gti ) (No.of meters Transportation Release of City Liens i ❑ Weed liens ❑Paving lions - ❑Board up/open structure liens ❑Demolition liens Revised July 12,201 t 4 j i I i .s��r• •o�r� App.Fieation�a. -- jai �ol� I.hmby rertiFy that Om Wormaden.PWYOW is'hie and accurate to the best of MY lswMedge• I fiereby admdModrthat I ham xaOved a(Wpv Df N kc wainn,trnd release of dy Siena, and Viet:ahy VIMAM i of.the terms of'the MIZ Rosie f4caafwes or I*a MMPIMSEMMIGN shall eansdtute Wband6 frnr ttidWoO of ah appllNttfon dr tcMftu Wrt of fnc'en'-was a#tfte aitcretioat ofawciv ; f uu&IzWd t wftapproW of fee waives eotO crhiconlivrs shall tuft be.deettted to be apptovel lacy espeatof tht pr'q*t• I mttlmvand that I vn revasibte In obt4'udag•"irgd permits and-inspeadaas f nvm the City and.in ettsarlag ti+,e rojo�at is!acetas b the et+rthat 2vain df¢hRcf; I uttdmdtand€!art rhy application will tint be ptoiessed if it is idcoirfpteta. I ngno to prY►vide:-my addltiaaaf i inf wsaffoufardeWmin14ftibil3yumquaW W the�ky, i t eltt�leA l say � ����iDt� • �•y_u o. ,L,:'ih..�Y' SGl;� - :n.4:J:••w_ K v+f .''. `�G:�.'•.:.:_.:I_: 1 ,r�.-e'T'�1'Wr ]�: � .may �� �' .�... SF:'•i::-�v'��::% I ' ]i:`lRiTLu_� �� �} � •u'� �K`tia'•E' ri �•r� I�yC`.C. LIM 1 ... Xvi�Sl�.. j• �� _ - Y .. •�- %"� µ`''b: { Iv,• , Mbch< *Teasitneof tbb ibrm is e,vailaWop our vrehsita. For more fArmuion on ttu its Omwam,please v4six ' our weft sh ax we;ttrQrthgavoNttmrin�addcvaiglrraeax .I For 00700 Me owy ;ipplic m I�Io. Ih rvbkb 1M? uuacilpi ;ct AAphcallott Comgidpd D eeFtviatt Dare}:_ cadh with Zatlbe 0 Y9s Oft 7YP? 9f' ©Multifaty 0 Cit;bMOKW CJJMW el 0 MramunatyfWITI its 0 Wiwpd.Ute t amcdon cam}pletian date? 0']3efore NL2-Z Q Atm ole wshl9 ft ewtpi, o Yts Q lea TAD AdMuM No. Consistprd WA the AV,pW a Yee tlWa rideaiaffMd*b<ytest? QYea nma Mr4munCapttafTnvesttaeat? Yes [a* KChab eiorfit€ftct ►arr3tfyO4 {Yes [ t+lo Meutnlxod-t c d initk+o�`i D Y..e& ON Tax Mutrnt an this propdit l o Yea ONO Tax Owed an awfropadw Yeg ©No •.Wead Baas �}Ygs Ow V Weed OHMS []Yrs• Ow i •Soar-upfopens{rualure}lexis QYQS Q (a .Liuemd.uFt/ope�atruntttre lletst ❑Ye>; )r]Nc , •t?anofidcm7ten€ [ yes *0 No Demnglidoe.U= E3 Yes ONO +PavTmps []'tees Q No. +poring lfeas ['Yes ❑No Urdarof lmnol'R]ouYes ❑NO . , � thbt~+°41'demt►I1t1� ]]Yea ©HQ Ceni#]edg ayes Dwb t;wled 6y Poe Mif cation i1gued? • if rteC�•it{ad,seasOk t Refetr`ed td: [ dmio l.�evelogmeht t]Ha+usS�$ �veloprdent QWaseii• ]Cade [�t'PW i i Aevi9ad Jing]2.29]i S I Exhibit 3 Proiect Description • Warehouse of at least 295,500 square feet • Steel fabrication with drilled piers and multiple loading docks i i t i. I i 'M&C Review Official CITY COUNCIL AGENDA FORTII COUNCIL ACTION: Approved on 2/13/2018 DATE: 2/13/2018 REFERENCE NO.: **C-28576 LOG NAME: 19LMPASSIGN CODE: C TYPE: CONSENT PUBLIC HEARING: NO SUBJECT: Authorize Execution of Consent to Assignment of City Secretary Contract No. 46195, a Tax Abatement Agreement with LMP Realty, Inc. to AGNL Blade, L.P. for Construction of a Warehouse at 1700 Meacham Boulevard in the 28th Street/Meacham Neighborhood Empowerment Zone (COUNCIL DISTRICT 2) RECOMMENDATION: It is recommended that the City Council authorize the execution of a Consent to Assignment of City Secretary Contract No. 46195, a Tax Abatement Agreement between the City and LMP Realty, Inc. to AGNL Blade, L.P. in the 28th Street/Meacham Neighborhood Empowerment Zone. DISCUSSION: On October 14, 2014, the City Council approved a five year Tax Abatement Agreement (Agreement) with LMP Realty, Inc. (Company) related to the construction of an approximately 309,000 square foot warehouse located at 1700 Meacham Boulevard in the 28th Street/Meacham Neighborhood Empowerment Zone (M&C C-27039, City Secretary Contract No. 46195). The Company now wishes to transfer the project to AGNL Blade, L.P. (AGNL). Under the Agreement, the Company is prohibited from assigning the Agreement to another party without the City Council's consent. In order to facilitate the transaction, a Consent to Assignment Agreement between the City, the Company and the purchaser will be required. All terms of the Agreement remain the same. AGNL will be required to meet all obligations of the Company under the Agreement. The City will continue to receive the public benefits resulting from development of this project. The project is located in COUNCIL DISTRICT 2. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that this action will have no material effect on City funds. IQ Fund Department Account Project Program Activity Budget Reference 11 Amount ID ID Year (Chartfield 2) FROM http://apps.cfwnet.org/council_packet/mc_review.asp?ID=25575&councildate=2/13/2018[02/14/2018 2:05:49 PM] m&c Revi, Fund Department Account Project Program Activity Budget Reference# Amount ID I I ID I I Year I (Chartfield 2) Submitted for City Manager's Office by@ Fernando Costa (6122) Originating Department Head: Aubrey Thagard (8187) Additional Information Contact: Sarah Odle (7316) ATTACHMENTS Form 1295.pdf Map 1700 Meacham Blvd.pdf http://apps.cfwnet.org/council_packet/mc_review.asp?ID=25575&councildate=2/13/2018[02/14/2018 2:05:49 PM] _a� CERTIFICATE OF INTERESTED PARTIES FORM 3.295 10f1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 I there are no interested parties. CERTIFICATION OF FILING It Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2018-302780 Lasko Products,LLC West Chester,PA United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 01/17/2018 being filed. City of Fort Worth Texas Date Acknowle ged: 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. 46195 Tax Abatement Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary 5 Check only it there is NO Interested Party. ❑ X 6 UNSWORN DECLARATION My name is &?r& !r��/"USr�A rp and my date of birth is z z �Q(� My address is 15 1 '"Seth m f, . LA AVG �la �u h�rT1.��, �� us (street) (dry) (state) (zip code) (country) declare under penaltyofperjury that the foregoing is true and correct. Executed in C61b-4 r County,State of r rtrls wOV4n theday of�A�.w_-�,201jL. (mom' l (year) signa re of uthorize gent of contrac ing business entity (Dec arant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337