HomeMy WebLinkAboutContract 44767 (2)REGIONAL CENTER COOPERATION AGREEMENT
(Fort Worth)
This Regional Center Cooperation Agreement (this "Agreement"), made and entered into as of
August 6, 2013 (the "Effective Date"), is by and between the FORT WORTH CHAMBER OF
COMMERCE, INC., a Texas nonprofit corporation (the "Chamber"), and CIVITAS MANAGEMENT
SERVICES, LLC a Texas limited liability company, D/B/A CIVITAS TEXAS REGIONAL CENTER
(the "Manager").
PRELIMINARY STATEMENTS
A. The Manager, pursuant to the U.S. Immigration and Nationality Act, as amended, 8 U.S.C. Sec.
1153(b)(f), and the related regulations released as 8 CFR 204.6(m) (collectively, such statute and
regulations referred to herein as the "INA"), on February 13, 2013, received approval from U.S.
Citizenship and Immigration Services ("USCIS") for designation of the Civitas Texas Regional
Center (the "CTXRC'), with a geographic area covering, among other areas, the Dallas -Fort
Worth -Arlington Metropolitan Statistical Area, inclusive of the entire geographic area comprising
the City of Fort Worth, Texas (the "City").
B. The Chamber has determined that collaboration with the CTXRC can facilitate substantial and
valuable economic development in targeted geographical areas of the City and industry and
economic sectors, if appropriately implemented and managed.
C. The Chamber desires to cooperate with the Manager in sourcing and deploying equity capital
invested by foreign investors who seek to participate in the visa program established under
section 203(b)(5) of the INA (the "EB-5 Program").
D. The parties hereto desire to state the terms and conditions under which the Chamber and the
Manager shall cooperate in the promotion of EB-5 investments in the City, via the CTXRC.
AGREEMENT
In consideration of the respective representations, warranties, covenants, and conditions set forth
in this Agreement, and other good and valuable consideration the receipt of which is hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
ARTICLE 1
PURPOSE
1.1 Exclusivity; Manager Other Activities.
(a) CTXRC Exclusivity. The Chamber and the City each agree that, during the
Term, the CTXRC shall be the only official and exclusive EB-5 regional center of the Chamber
and the City, and shall be formally recognized as such by the Chamber and the City. The Chamber
and the City may, in the course of regular business, cooperate with other regional centers regarding
any EB-5 investment located within the City during the Term but the CTXRC shall be the official
and exclusive regional center of the City and Chamber for purposes of promotion and marketing of
EB-5 investments.. Notwithstanding any provision of this Agreement to the contrary, the Manager
agrees that such regular cooperative activities by the Chamber or City with other projects utilizing
EB-5 funds in the City shall not constitute a breach or violation of this Agreement in any respect.
RECEIVE
1 Regional Center Cooperation Agreement
(b) Manager Other Activities. The Chamber and the City each acknowledge that
affiliates of the Manager are, and will be during the Term, actively engaged in managing regional
centers located elsewhere in Texas and the United States for and in partnership with other
municipalities. Notwithstanding any provision of this Agreement to the contrary, the Chamber
agrees that such activities by affiliates of the Manager shall not constitute a breach or violation of
this Agreement in any respect.
1.2 General Duties. The Manager shall perform all the services as set forth below:
(a) form a series of investment vehicles (such investment vehicles, the "Manager
Funds") that will assemble EB-5 capital and, where appropriate (in the Manager's discretion)
invest such capital in compliance with the INA and Securities Laws;
(b) source equity capital from qualified foreign nationals (each, an "Investor") for
investment in the Manager Funds;
(c) screen Investors to ensure they (i) qualify as "accredited investors," as defined in
Regulation D under the U.S. Securities Act of 1933, as amended, and (ii) are qualified to invest in
the applicable Manager Funds under applicable federal and state securities laws and the securities
laws of any foreign jurisdictions that apply to such investors (collectively, the "Securities
Laws");
(d) develop, implement and manage a documented due diligence process in
compliance with applicable regulations (i) to establish how Investors will be required to identify
all sources of capital and document that such Investor was lawfully obtained pursuant to 8 CFR
204.6(m)(3)(iii), as amended, and (ii) to screen potential Investors for eligibility under all
applicable regulations, including, without limitation, the U.S. State Department Non -Proliferation
Sanctions lists, the U.S. Treasury Office of Foreign Assets Control Specially Designated
Nationals List and the U.S. Commerce Department Bureau of Industry and Security lists;
(e) develop and implement a procedure to facilitate the filing by prospective
Investors of 1-526 petitions with the USCIS, provided that in no event will the Manager be
permitted to require prospective Investors to select immigration counsel identified by the
Manager;
(f) develop and implement a strong compliance program in accordance with and
responsive to USCIS regulatory requirements;
(g) identify investment opportunities that will involve the deployment of EB-5
capital within the geographical boundary of the City and Chamber (and, therefore, the CTXRC);
(h) assess business plans and the business experience and skills of individuals in
order to effectively deploy EB-5 investment funds;
(i) manage the investments of the Manager Funds in compliance with the INA and
Securities Laws;
(j) deliver quarterly and annual reporting to the USCIS pursuant to the INA and
other applicable requirements; and
2 Regional Center Cooperation Agreement
(k) develop and implement procedures to facilitate the filing by prospective Investors
of I-829 petitions with the USCIS.
1.3 Investment Parameters. The Manager shall use commercially reasonable efforts to comply with
the following requirements while managing the CTXRC (collectively, the "Investment
Parameters"):
(a) General. The Manager will pursue an investment strategy that (i) is focused on
investment opportunities that seek to generate growth and create jobs within the CTXRC and
specifically within the City, and (ii) seeks to provide the Investors with a rate of return that is
reasonably competitive (as compared to other regional centers and similar investment funds) in
light of the risks incurred and returns (financial and otherwise) targeted. The parties hereto
recognize that the Manager Funds will involve risks similar to those of other pooled investment
vehicles. Further, and specific to an Investor's investment in a Manager Fund, there is the risk
that such investment will not meet the employment and economic development requirements of
the USCIS and applicable regulations, and that, as a consequence, Investors will be required to
acknowledge (y) industry standard disclaimer language, including, without limitation, that an
Investor's investment in a Manager Fund may involve the risk of total loss, and that such Investor
is able to absorb a total loss, and (z) specific disclaimer language that such Investor acknowledges
that it may not qualify for permanent residency status if the Manager Fund do not perform as
projected.
(b) Prohibited Investments. The Manager shall not invest any Manager Fund capital
in businesses that are: (i) not within the targeted industries identified in the Application (as the
same may be amended from time to time in the Manager's discretion); or (ii) that are in any
manner involved in (A) the manufacture or sale of armaments, (B) brewing/distilling or retailing
of alcohol as a material activity, (C) gambling, (D) tobacco manufacture or retailing as a material
activity, (E) sexually oriented business, including pornography or similar adult entertainment, or
(F) operating as a pawn shop, body piercing studio, or a tattoo studio.
1.4 Cooperation with the Chamber. The Manager shall work closely with the Chamber's Director
of Economic Development (the "Director") or his/her designee as reasonably directed, and shall
perform any and all related tasks reasonably required by the Director in order to fulfill the
purposes of this Agreement.
1.5 Efforts by Chamber. The Chamber acknowledges and agrees that: (a) it will incorporate the
CTXRC into its promotional activities, including a direct link to the CTXRC's website from the
website of the Chamber; (b) provide, at the Chamber's expense, Chamber personnel to
accompany representatives of the Manager on overseas promotional trips; (c) invite
representatives of the Manager to participate, at the Manager's expense, in its domestic and
overseas business development trips; and (d) closely collaborate with the Manager to achieve the
purposes of this Agreement (such activities, the "Promotional Efforts").
1.6 Marketing by Manager. The Manager acknowledges and agrees that the Manager will be
required to actively promote the CTXRC to qualifying Investors. More specifically, the Manager
shall use commercially reasonable efforts to:
(a) promote, in conjunction with the Promotional Efforts, the CTXRC to (i) contacts
within the City, and (ii) other firms and organizations that can provide sources of appropriate
investment transactions for the Manager Funds;
3 Regional Center Cooperation Agreement
(b) direct its principals, as is necessary, and with adequate notice to the Chamber, to
actively participate in the Promotional Efforts;
(c) develop a website and online presence; and
(d) collaborate with the Chamber and, as applicable, the City, with respect to the use
of the Chamber and/or the City's name, emblems, logos or official seal in any promotional or
offering materials for the Manager and/or any Manager Funds (collectively, "Marketing
Materials").
ARTICLE 2
COVENANTS AND REPRESENTATIONS
2.1 Manager Covenants. During the Term, the Manager agrees and covenants as follows:
(a) Performance of Services. The Manager shall perform all the services under this
Agreement in conformance with professional standards and all applicable laws and regulations,
including without limitation the INA and Securities Laws.
(b) Compliance with Laws. The Manager shall at all times remain in material
compliance with, and shall cause the Manager Funds to at all times remain in compliance with, all
applicable Securities Laws.
(c) Maintenance of Existence. The Manager shall remain in existence and in good
standing under the laws of the State of Texas.
(d) No Representation of Chamber. The Manager shall not hold itself out as having
the power or authority to represent or act on behalf of the Chamber or as being the agent of the
Chamber, and no such power or authority shall be implied.
2.2 Manager Representations. The Manager hereby makes each of the following representations to
the Chamber:
(a) Organization, Existence, Etc. The Manager is a limited liability company,
validly existing and in good standing under the laws of the State of Texas. The Manager has the
lawful authority to perform its obligations under this Agreement. The Manager is duly authorized
to conduct business in the State of Texas and each other jurisdiction in which the nature of its
activities requires such authorization. The Manager, pursuant to the INA, on February 13, 2013,
received approval from USCIS for designation of the CTXRC, with a geographic area covering,
among other areas, the Dallas -Fort Worth -Arlington Metropolitan Statistical Area, inclusive of
the entire geographic area comprising the City of Fort Worth, Texas.
(b) Power and Authority. The Manager has all necessary power and authority to
carry on its present business, to enter into this Agreement, to consummate the transactions herein
contemplated and to perform its obligations hereunder. The execution, delivery and performance
of this Agreement by the Manager are within the Manager's powers and have been duly
authorized by all necessary action of the Manager and its members.
(c) No Conflict. None of the Manager's (i) execution and delivery of this
Agreement, (ii) consummation of any of the transactions herein contemplated, (iii) compliance
with the terms and provisions hereof, or (iv) performance hereunder, will (A) contravene the
4 Regional Center Cooperation Agreement
organizational documents of the Manager or any legal requirements to which the Manager is
subject, or (B) conflict or be inconsistent with, or will result in any breach of, any of the material
terms of the covenants, conditions or provisions of any indenture, mortgage, deed of trust,
agreement or other instrument to which the Manager is a party or by which the Manager is
otherwise bound.
(d) No Consents: No Defaults. All proceedings required to be taken by or on behalf
of the Manager to authorize the Manager to make and deliver this Agreement and to perform the
covenants, obligations and agreements of the Manager hereunder have been duly taken. No
consent, approval, order, authorization, filing, notice or other action to the execution and delivery
of this Agreement by the Manager or the performance by the Manager of its covenants,
obligations and agreements hereunder is required from any partner, board of directors,
shareholder, creditor, investor, governmental authority or other person, other than any such
consent, approval, order, authorization, filing, notice or other action which already has been taken
or unconditionally given. To the Manager's knowledge, the Manager is not in default (nor are
there any circumstances that with notice or lapse of time or both would become a default) under
any covenant or obligation pursuant to this Agreement.
(e) Valid and Binding Obligation. Except as limited by applicable relief, liquidation,
conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar
laws affecting the rights or remedies of creditors generally, this Agreement constitutes the legal,
valid and binding obligation of the Manager, enforceable against the Manager in accordance with
its terms.
(f) No Litigation. Investigation or Inquiry. To There is no action or proceeding, at
law or in equity, before any court, mediator, arbitrator, governmental or other board or official,
pending or, to the knowledge of the Manager, threatened against or affecting the Manager, the
outcome of which could (i) materially and adversely affect the validity or enforceability of or the
authority or ability of the Manager to perform its obligations under this Agreement, or (ii) have a
material and adverse effect on the consolidated financial condition or results of operations of the
Manager or on the ability of the Manager to conduct its business as presently conducted or as
proposed or contemplated to be conducted.
4 �l S ( 6� �o )� ARTERME 3 !�.
3.1 Term of Agreement. The initial term of this Agreement shall commence on Juno 1, 2013, and
expire on Juffe-17-2e8- (the "Initial Term"); provided, however, that the Initial Term shall be
automatically extended for five (5) successive twelve (12) months periods ("Extended Term" and
together with the Initial Term, the "Term"), commencing on Jan, 1 2024t, unless and until the
Manager or the Chamber terminates this Agreement in accordance w�h its terms.
20� /Jlti
3.2 General Right to Terminate. The Manager and the Chamber 'shall each have theyright to
terminate the Agreement prior to the expiration of the Term if (a) the other party has failed to
comply in any material respect with its duties and obligations as set forth in this Agreement or
has made a material misrepresentation in this Agreement, or (b) whether by action of the USCIS
or by expiration of the applicable provisions of the INA or otherwise, or after having been so
designated, is no longer designated as a regional center. The Chamber shall have the additional
right to terminate the Agreement in its sole discretion upon the resignation or termination of
Daniel J. Healy as Chief Executive Officer of the Manager.
5 Regional Center Cooperation Agreement
3.3 General Termination Procedure. A party seeking to terminate the Agreement shall deliver to
the other party notice clearly identifying the basis for the related claim of noncompliance (the
"Default Notice"). Upon receipt of the Default Notice, if the basis therefore is reasonably
curable with due diligence within ninety (90) calendar days the receiving party may provide the
other with notice (a "Cure Notice") that the receiving party intends to cure the condition giving
rise to the Default Notice. The termination of the Agreement shall be effective either (a) sixty
(60) days from the date that the Default Notice is delivered, or (b) in the event that the Cure
Notice is sent, if the condition giving rise the Default Notice has not theretofore been cured, upon
the earlier of ninety (90) days from the date on which the Cure Notice is delivered or if the
receiving party is no longer diligently pursuing cure of the condition giving rise to the Default
Notice.
ARTICLE 4
PAYMENT FOR SERVICES; EXPENSES
4.1 Compensation. The Manager shall receive no monetary compensation from the Chamber or the
City in consideration of the performance of the services described in this Agreement and the
Chamber or City shall not be required to provide any funds or revenue to the Manager or any
other private entity, whether or not in consideration for the fees or services contemplated by this
Agreement.
4.2 Expenses. The Manager will bear all costs, charges, and expenses incurred by it (including,
without limitation, all fees and expenses of consultants, legal advisors, brokers and investment
bankers) in connection with (a) the USCIS application process, (b) other applicable regulatory
processes, (b) preparation of this Agreement, (c) any materials related to the establishment or
solicitation of investments in the Manager Funds, (d) investments by the Manager Funds, and (e)
all other aspects of the operation of the Manager and the Manager Funds.
4.3 Sufficiency of Consideration. The Manager acknowledges and agrees that the in -kind
contributions of the Chamber's staff, as described elsewhere herein, are sufficient consideration.
ARTICLE 5
GENERAL PROVISIONS
5.1 Confidential Work. Non-public information given to the Manager under this Agreement by the
Chamber, or given to the Chamber by the Manager, shall not be disclosed or made available to
any third -party by the receiving party without the prior written consent of the disclosing party.
5.2 Ownership of Documents. All non-public materials prepared or assembled by one party to this
Agreement and delivered or disclosed to the other party, together with any other related
documents or items, shall be the sole property of the disclosing party, unless otherwise
specifically agreed to in writing by the disclosing party.
5.3 Compliance with Laws and Regulations. This Agreement is entered into subject to and
controlled by all applicable laws, rules, and regulations of the State of Texas and the Government
of the United States of America. The Manager shall, during the course of performance of this
Agreement, comply with all applicable Chamber codes and ordinances, as amended, and all
applicable state, federal and other applicable jurisdictions' laws, rules and regulations, as
amended.
6 Regional Center Cooperation Agreement
5.4 Independent Contractor. The Manager's status shall be that of an independent contractor and
not an agent, servant, employee, or representative of the Chamber. The Manager shall exercise
independent judgment in performing services under this Agreement and is solely responsible for
setting working hours, scheduling or prioritizing the work flow and determining how the work is
to be performed. No term or provision of this Agreement or act of the Manager in the
performance of this Agreement shall be construed as making the Manager an agent, servant or
employee of the Chamber, or making the Manager or any of its employees eligible for the fringe
benefits, such as retirement, insurance and worker's compensation.
5.5 Assignment. Neither party may sell, assign, transfer or convey this Agreement, in whole or in
part, without the prior written consent of the other party. Any attempted sale, assignment,
transfer or conveyance in violation of the previous sentence shall be void ab initio.
5.6 Notices. Any notice, payment, statement, or demand required or permitted to be given under this
Agreement by either party to the other may be effected by personal delivery in writing or by mail,
postage prepaid. Mailed notices shall be addressed to the parties at the addresses appearing
below, but each party may change its address by written notice in accordance with this section.
Mailed notices shall be deemed communicated as of three (3) days after mailing. The Manager
shall immediately notify the Chamber of any request for information received by Manager under
the Texas Open Records Act or Freedom of Information Act.
If intended for the Chamber, to:
Fort Worth Chamber of Commerce
777 Taylor Street, Suite 900
Fort Worth, Texas 76102
If intended for Manager, to:
Civitas Texas Regional Center
1601 Bryan Street, Suite M-200
Dallas, Texas 75201
Attn: Chief Executive Officer
Phone: (214) 572-2300
Facsimile: (214) 572-2398
5.7 Venue. The obligations of the parties to this Agreement shall be performable in Tarrant County,
Texas, and if legal action is necessary in connection with or to enforce rights under this
Agreement, exclusive venue shall lie in Tarrant County, Texas.
5.8 Governing Law. This Agreement shall be governed by and construed in accordance with the
laws and court decisions of the State of Texas, without regard to conflict of law or choice of law
principles of Texas or of any other state.
5.9 Legal Construction. In case any one or more of the provisions contained in this Agreement shall
for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provision of this Agreement, and this
Agreement shall be considered as if such invalid, illegal, or unenforceable provision had never
been contained in this Agreement.
7 Regional Center Cooperation Agreement
5.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original but which together shall constitute one and the same instrument. If
this Agreement is executed in counterparts, then it shall become fully executed only as of the
execution of the last such counterpart called for by the terms of this Agreement to be executed. A
signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic
transmission shall be deemed to have the same legal effect as delivery of an original signed copy
of this Agreement.
5.11 Captions. The captions to the various clauses of this Agreement are for informational purposes
only and shall not alter the substance of the terms and conditions of this Agreement.
5.12 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the
parties and their respective administrators, successors and permitted assigns.
5.13 Entire Agreement. This Agreement embodies the entire agreement of both parties, superseding
all oral or written previous and contemporary agreements between the parties relating to matters
set forth in this Agreement. Except as otherwise provided elsewhere in this Agreement, this
Agreement cannot be modified without written supplemental agreement executed by both parties.
[Remainder of page intentionally left blank — signature page follows]
8 Regional Center Cooperation Agreement
The parties have caused this Regional Center Cooperation Agreement to be executed as of the
Effective Date.
CHAMBER:
FORT WORTH CHAMBER OF COMMERCE, INC.,
a Texas nonp 2fit corporation
By
Name:
Its:
MANAGER:
�edoe.#.i-co,u
CIVITAS MANAGEMENT SERVICES, LLC,
a Texas limited liab' ' company,
d/b/a CVTITAS T REGIONAL CENTER
By
ACKNOWLEDGEMENT
CITY OF FORT WORTH,
a Texas municipal corporation, solely for the
purpose of acknowledging the CTXRC as the
sole and exclusive regional center of the City
via the Chamber
By 57444.0%.sato
Name: Fe it av‘ c( o Co S 4-o,
Its: Assi'Si-a►n4-- CC*/ Manctc+e.r
'1d-'PI OVED AS 10
; r, 4,q :AND LEGALITY:
Ate',; !; 'i'ANI C;IT
Daniel J.
C-26372
ATTOfNFY
ea1y, Cliief Executive Officer
Signature Page to Regional Center Cooperation Agreement
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ITY COUNCIL ` GENDA
COUNCIL ACTION: Approved on 8/6/2013
Official site of the City of Fort Worth, Texas
FORTWORt!I
DATE: 8/6/2013 REFERENCE NO.: **C-26372 LOG NAME: 17FWEB-5AGR
CODE: C TYPE: CONSENT PUBLIC HEARING: NO
SUBJECT: Authorize Execution of a Regional Center Cooperation Agreement Between the City of Fort
Worth, Fort Worth Chamber of Commerce and Civitas Management Services, LLC d/b/a
Civitas Texas Regional Center, to Promote Foreign Investment in the City of Fort Worth
(ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Regional Center Cooperation
Agreement between the City of Fort Worth, Fort Worth Chamber of Commerce and Civitas
Management Services, LLC d/b/a Civitas Texas Regional Center, to promote foreign investment in
the City of Fort Worth.
DISCUSSION:
On February 5, 2013, Staff presented the EB-5 Investor Program to City Council during the Housing
and Economic Development Committee meeting. Progress on the research and steps to take to
pursue such program for the City was later relayed to City Council through a memorandum provided
on May 7, 2013. In efforts to continue to move forward and take part in the EB-5 Investor Program,
the City is pursuing a Cooperation Agreement with the Fort Worth Chamber of Commerce and Civitas
Management Services d/b/a Civitas Texas Regional Center (CTXRC).
The EB-5 Immigrant Investor Program was created by Congress in 1990. The program is
administered by the U.S. Citizenship and Immigration Services (USCIS), Department of Homeland
Security. The program has two categories, Individual and Regional Center. The Regional Center
concept was introduced by Congress in 1993 to encourage foreign investment. A Regional Center is
defined as any economic unit, public or private, which is involved with the promotion of economic
growth, improved regional productivity, job creation and increased domestic capital investment. The
Regional Center aids foreign investors by directing and professionally managing their investment in
the designated business and geographic focus of the Regional Center.
CTXRC received approval from USCIS on February 13, 2013 for designation of the CTXRC with a
geographic area covering, among other areas, the Dallas -Fort Worth -Arlington Metropolitan Statistical
Area, inclusive of the entire geographic area comprising the City of Fort Worth.
Staff recommends entering into a Cooperation Agreement with the Fort Worth Chamber of
Commerce (Chamber) and CTXRC to promote EB-5 investments in the City of Fort Worth (City). The
Agreement will be between the Chamber and CTXRC. The City will acknowledge that CTXRC is the
sole and exclusive regional center of the City via the Chamber. The terms of the Cooperation
Agreement are outlined below.
Aareement Terms:
The initial term of the Agreement will start on August 6, 2013 and expire on August 6, 2028, provided
that the initial term is automatically extended for five successive 12-month periods starting on August
6, 2028, unless and until the CTXRC or the Chamber terminate the Agreement.
The Chamber and CTXRC will have the right to terminate the Agreement prior to the expiration, if the
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other party has failed to comply with any terms set forth in the Agreement.
City and Fort Worth Chamber of Commerce Commitments:
The Chamber will cooperate with CTXRC in sourcing and deploying equity capital invested by foreign
investors who seek to participate in the visa program. The Chamber and the City agree that, during
the term, CTXRC will be the only official and exclusive EB-5 Regional Center of the Chamber and the
City for purposes of promotion and marketing of EB-5 investments. The Chamber and City may, in
the course of regular business, cooperate with other regional centers regarding any EB-5 investments
located within the City during the term of the Agreement.
The Chamber will receive an administrative fee from each investment vehicle following the date of
which the capital is fully deployed. The Chamber will provide 50 percent of the administrative fee
collected via a check or wire transfer to be deposited to the Fort Worth Local Development
Corporation.
The Chamber or City will not be required to provide any funds or revenue to CTXRC or any other
entity, whether or not in consideration for the fees and services in the Cooperation Agreement.
Civitas Texas Regional Center (CTXRC) Commitments:
CTXRC will be responsible for identifying equity capital from qualified foreign nationals for investment
in the CTXRC. The CTXRC will pursue an investment strategy that is focused on investment
opportunities that seek to generate growth and create jobs within CTXRC boundaries and specifically
the City.
CTXRC will develop, implement and manage a documented due diligence process, in compliance
with applicable regulations, to (i) establish how investors will be required to identify all sources of
capital, (ii) document that such investor was lawfully obtained and (iii) screen potential investors for
eligibility under all applicable regulations. CTXRC will also develop and implement a strong
compliance program, in accordance with and responsive to USCIS regulatory requirements.
CTXRC will assess business plans, the business experience and skills of individuals in order to
effectively deploy EB-5 investment funds. The CTXRC will not invest any fund capital in businesses
that are (i) not within the targeted industries identified in the regional center application or (ii) that are
in any manner involved in (a) the manufacture or sale of armaments, (b) brewing/distilling or retailing
of alcohol as a material activity, (c) gambling, (d) tobacco manufacture or retailing as a material
activity, (e) sexually oriented business, including pornography or similar adult entertainment or (f)
operating as a pawn shop, body piercing studio or a tattoo studio.
CTXRC will be required to actively promote the CTXRC to contacts within the City and other firms
and organizations that can provide sources of appropriate investment transactions.
CTXRC will develop a website and online presence and collaborate with the Chamber and City, as
applicable, with respect to the use of the Chamber and/or City's name, emblems, logos or official seal
in any promotional or offering materials from the CTXRC and/or any CTXRC funds.
The CTXRC will bear all costs, charges and expenses incurred by it (including without limitation, all
fees and expenses of consultants, legal advisors, brokers and investment bankers) in connection with
the USCIS application process, other applicable regulatory processes, preparation of the Agreement,
any materials related to the establishment or solicitation of investments in the CTXRC funds,
investments by the CTXRC funds and all other aspects of the operation of the CTXRC.
Civitas Capital Group will provide the Chamber with a one-time administrative fee, which will be
calculated in connection with and as a percentage of the amount of EB-5 capital actually deployed by
the series of investment vehicles within the geographical boundary of the City via the CTXRC. Each
administrative fee with respect to each investment vehicle, if any, will be calculated as follows:
Less than $10 million --- 0.50 percent of deployed capital as administrative fee; and
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Greater than or equal to $10 million --- 0.25 percent of deployed capital as administrative fee.
EB-5 Investments will be applied in ALL COUNCIL DISTRICTS where eligible projects are taking
place.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that this action will not increase the total
appropriations on City funds. The Housing and Economic Development Department will be
responsible for the collection and deposit of funds due to the City.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manaaer's Office bv:
Oriainatina Department Head:
Additional Information Contact:
ATTACHMENTS
Fernando Costa (6122)
Cynthia Garcia (8187)
Ossana Hermosillo (6203)
Ana Alvarado (2661)
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FORT WORTH
MEMORANDUM
Date: May 7, 2013
To: Chairman Burns & Members of the Housing and Economic
Development Committee
From: Jay Chapa, Director of Housing and Economic Development
Subject: EB-5 Immigrant Investor Program Overview and Update
The EB-5 Immigrant Investor Program was created by Congress in 1990. The program is administered by
the U.S. Citizenship and Immigration Services, Department of Homeland Security. The program has two
categories, individual and Regional Center. The Regional Center concept was introduced by Congress in
1993 to encourage foreign investment. A Regional Center is defined as any economic unit, public or
private, which is involved with the promotion of economic growth, improved regional productivity, job
creation, and increased domestic capital investment. The Regional Center aids foreign investors by
directing and professionally managing their investment in the designated business and geographic focus
of the Regional Center.
Under the EB-5 Program an investor must invest a minimum of $1M or $500,000 if the business is
located in a Targeted Employment Area (TEA) where the unemployment rate is 150% of the national
average rate. The investment is in the form of a loan and must create 10 direct new full-time jobs unless
the business is a Regional Center where the new jobs can be indirect. In return for the investment the
investor receives a two-year conditional or temporary green card. After the two years the investor can
apply to have the conditions removed and receive a permanent green card which is valid for 10 years
and may be renewed.
Governor Perry delegated the authority to establish TEAs to local mayors and county judges in August
2009. As of today City of Fort Worth has designated one TEA and two others are under consideration.
In efforts to continue to move forward and potentially create or join a Regional Center, HED staff and
the Fort Worth Chamber of Commerce representatives met with several entities that manage Regional
Centers in Texas. HEDD and the Fort Worth Chamber recommend entering into a partnership agreement
between the City, Chamber and Civitas Capital Group to participate in the Regional Center Program.
Please contact me at 817-392-5804 if you have any questions or concerns.
RECEIVED SEP 0 4 2013