HomeMy WebLinkAboutContract 44767 C rly SE Y..
A, MTAKY
CONTRACT NO*
REGIONAL CENTER COOPERATION AGREEMENT
Or h
Ibis Regional Center Cooperation ration Agreement (this "Agreement"), made and entered into as of
August 6, 2013 (the "Effective Date"), is by and between the FORT WORTH CHAMBER O
COMMERCE, ., au Texas nonprofit corporation (the "Clia er"), and C IVITAS MA1' AGEMEN f
SERVICES, L LC a Texas limited l iabil ty company, D, /A CIVITAS TEXAS GIONAL CENTER
(the" anger" .
PRELIMINARY S,rATEMENTS
A. ".1,he Manager, pursuant to the U.S. Immigration and Nationality Act, as amended, 8 U.S.C. See.
1153 b f , and the related regulations released as 8, CFA 2 4.6 m) (collectively, such statute and
regulations referred to herein as the "INN"), on February 13, 2013, received approval from U.S.
Citizenship and Immigration Services "'US S" for designation of the Civitas Texas Regional
Center (the "CTXRC'), with a geographic area covering, a. on,g 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 CTX C 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 equip capital
invested by foreign investors who seek to participate in the visa program established under
section 2{13 5),of the 1lA the`E. "rgra
" .
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 C}TXRC.
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 I
PURPOSE,
1.,1 E :c rusi'v ty; Manager Other,Activities.
(a) C TX .0 Exclusivi . The Chamber and the City each agree that, during the
Term., the CT RC shall be the only official and exclusive E. -5 regional center of the Clamber
and the City, and shall be formally recognized as such by the Chamber and the City. The Chamber
and the City may,e in the course of regular business, cooperate with other regional centers regarding,
any,E -5 investment located within the City during the Term but the CTX C squall be the official
and exclusive regional center of the City and Chamber for purposes of promotion and marketing ng 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 pro#e cts utilizing
E -5 funds in the City shall not constitute a breach or violation of this Agreement in any respect.
C E I V E D S[0"" ..egicnal Center Ccoperatioln 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 acid 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 Dufies. The Manager shall perform all the services as set forth belayw:
1, i 1
(a) form a series of investment vehcles (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 (11.)are qualified to invest in
the applicable Manager Funds tinder 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, implenient 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 CFI
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
c iwithin thin the geographical boundary of the City and Charnber(and, therefore,the CTXRC
api
(h) assess business plans and the business experience and skills of individuals in
order to effectively deploy E,B-5 'investment funds,
(I*) manage the investments of the Manager Funds in comp i:lance with the INA and
Securities Laws;,
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 1-829 petitions with the USCIS.
1.3 Investment Parameters. The Manager shall. use commercially reasoinabile 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 (1), is focused or
investment opportunities that seek to generate growth and create jobs within the CTXRC and
specifically within the City, and (11) seeks, to provide the 'investors with a rate of return that is
reasonably competitive as compared to other regional centers and similar investment funds) 1,11
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: (1) 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 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 materia,l
activity, (E) sexually oriented business including pornography or s,imilar adult entertainment, or
i(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 111s/her designee as reasonably directed, and shall
perform any and all related tasks reasonably required by the Director in order to ftilfill the
purposes of this Agreement.
1.5 Efforts by Chamber. The Chamber acknowledges and agrees that: (a) it 'ill incorporate the
CTXRC into its promotional activities, 'Including a direct link to the CTXRC's website from the
webisite 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. activ itles,the"Promotional Efforts")1.
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
motional Efforts, the, CTXRC to 1 contacts( )
(a) promote I in conjunction with the Pro
within the City, and (10 other firms and organizations that can provide sources of appropriate
investment transactions for the Manager Funds-,
3 Regional Center Cooperation,Agreement
41
(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
COVENANIS AND REPR ESE N'TATIONS
2.1 Manager C'ovenants,. During the'ferm, the Manager agrees and covenants as follows-,
(a) Performance of Services. The Manager shall perforin all the services Under this
Agreement in conformance with professional standards and all applicable laws and regulations,
including without limitation the 1NA and Securities Laws.
(b) Tom p,fiance 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) Qrgaqlzation., 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 desigqiation of the CTXRC, with a geographic area covering',
among other areas, the DallasFort Worth-Arlington Metropolitan Statistical Area, inclusive of
the entire geographic area comprising the City of Fort Worth,Texas.
(b) Power and Aullthoritv. 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 perfon-nance
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 (1) execution and delivery of this
Agreement, (ii) consummation of any of the transactions herein contemplated, (111.) compliance
with the terms and provisions hereof, or (iv) performance hereunder, will (A) contravene 'the
4 Regional Center Coo eration 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 Consent • 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 petforin 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 becorne a default) under
any covenant or obligation pursuant to this Agreement.
(e) Valid and Bindin&O,bligation. 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, Investi ation 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(11) 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.
AR111CLE 3
TERM
3.1. Term of Agree ent. The initial term of thus agree ment shall commence on 1;w, and
expire on (the "Initial Term")�, provided, however, that the Initial Terni shall be
automatically extended for five (5) successive twelve(12) months periods("Extended Term" and
I..Ma4w1j., :3 An ,-
together with the Initial Term, the "Term"'), commencing on lrrrrrv- I unless and until the
Manager or the Chamber terminates this Agreement in accordance h its terms.
4
3.2 General Right to Term ilinato. The Manager and the Chamber�ss'h T1 each have the right to
terminate the Agreement prior, to the expiration of the I."erm 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, orb whether by action of the USCIS
or by expiration of the applicable provisions of the IN A 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 Chlef'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 t. e 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 (bow 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
PAVMENT 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 Cons ideration. The Manager, acknowledges and agrees that the in-kind
contributions,of'the Chambers 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
document's or items, shall be the sole property of the disclosing party, unless otherwise
specifically writing I
peci ic,ally agreed to in writing by disclosing party.
5.3 Compliance with Laws and Regulations. This Agreement is entered into sub 0 ect to and
controlled by all applicable laws, rules, and regulations of the State of Texas,and the Government
of the United States, of Ai-nerica., 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 perfori-ning, 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 Assi*gnment. 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 jai o,
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 Ma�nagcr to.
Civitas Texas Regional Center
1601 Bryan Street, Suite M-200
Dallas,Texas 75201
Attn-. Chief Executive Officer
Phone.- (214) 572,-23,00
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, Governl*ng 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.
5.91 Legal Construct lion. 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,
I affect any other provision of this Agreement, and this
illegality, or unenforceabil'ty shall not af
Agreement shall be considered as if such invalid, illegal, or unenforceable provision had never
been contained, in this Agreement.
7 Regional Center Cooperation Agreement,
51-10 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 oinly 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 fats irnile, 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 Successoirs, and Assigns. This Agreement shall be binding upon and inure to the benefit of the
parties and their r�espective 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 leji blank—signature page.follow s]
8 Regional Center Cooperation Agreement
The parties have caused this Regional Center Cooperation Agreement to be executed as of the
Effective Date.
CHAMBER:
FORT WORT14 CHAMBER OF COMMERCE, INC.,
a Texas iio�tiXp�,ogfit,,co�rporation
By
Name-,
Its:
MANAGER:
CIVITAS MANAGEMENT SERVICES,, LLC,:
a Texas limited liab.'" company,
d/b/a CI'VITAS T XA REGIONAL CENTER
r
By .. ....
Daniel Jlk '117realy, C ie!f Executive Officer
ACKNOWLEDGEMENT
CITY OF FORT WORTH,
a as municipal corporation, solely for the
purpose of acknowledging the CTXRC as the
sole and exclusive regional center of the City
via the Chamber
By
Name.-, a A d 0 C q
Its.. A'S S Lk 9-t-CAVI)r. C I Y)ex qt
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0 R M A N L.,,E G A L I T Y
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Signature Page,to Regional Center Cooperation Agreement
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Offi6al site Of the City of or Worth,T'exas
rm FOITT WO!Z"TH
CITY U AGtNum" A
COUNCIL ACTION: Approved on 81/6/20:1,3
DATE: 8/6/2013 REFEIRENCE NO.: **C-26372 LO,G NAME.: 1,7FWEB-5AGR
CODE: C TYPE: CONSENT PUBLIC HEARING. NO
SUBJECT: Authorize Execution of a Regional Center Cooperation Agreement Betw,een 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:
II
It is recommended that the City Council authorize the execution of a Regional Center Cooperation
Agreement I between the City of Fort Worth, Fort Worth Chamber of Commerce and Civitas
Management Services, L,LC 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 Hlousing
and IEconon mic 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 71 2013. In efforts to continue to move,forward and time 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)I.
The EB-5 Immigrant Investor Program was created by Congress in 19901. The program is
administered by the U.S. Citizenship and Immigration Services(USCIS), Department of Hlomella�nd
Security. The program has two categories, Individual and Regional Center. The Regional Center
concept was introduced by Congress in 11 993 to encourage foreign investment., A Regional Center is
defined as any economic unit, public or private, rhich 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.
CT',XRC, received approval from USCIS on February 13, 2013 for designation of the CTXRC with a
geographic area covering, among other areas, the Callas-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 Charriber of
Comm (C
erce hamber) and �TXRC to promote E investments in the City of Fort Worth (City). The
Agreement will be between the Chamber and C XRC. The City will acknowledge that CST RC is the
sole and exclusive regional center of the City via the Chamber. The terms of the Cooperation
Agreement are outlined below.
Agreement Terms:
! I
Throe i ri iti;a I term of the Ag ireeme n t wi I I start on Aug ust 6, 20113 and) expire on August 6, 2028, provided
that the initial term is automatically extended for five successive 12-m�onth periods starting on August
611 20,28, 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 o 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 terra, CTXRC will' be the only officials and exclusive EB-5 R,eig�ional 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.
Giv"Itas Texas Regional Center LqTXRC) ommitiments:
CTXRC will be reisponsiibile,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,
CTXR1C will assess business plans, the business experience and skills,of individuals in order to
effectively deploy TB 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 isti I ling 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
brokers and' investment bankers) in connection with
fees and expenses of consultants, legal advisors,
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-tirme adrministra,tive fee, which will be
calculated in connection with and as a percentage of the amount,of EFL-51 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 mullion --- 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 Inves,tments,will be applied in ALL COUNCIL DISTRICTS where eligible projects,are taking
place.
FISCAL INFORMATION/ClEIRTIFICATION:
The, Financial Management Services, Director certifies that this action will not increase the total
appropriations on City fu, nds,., The Housing and Economic Development Department will be
i
responsible for the collection and deposit of funds due to,the City.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submifted for Cily Manager's Office by-
Fernando Costa (611 22)
Originating Department Head: Cynthia Garcila, (81 7)
Adldi't,ional Information Contact: Ossana, Hermosillo (16203)
Ana Alvarado (2661)
ATTACHMENTS
http://apps.cfwnet.,org/couneiI_packet/mc—review.asp'.?ID=I 8750&councildate=8/6/2013 08/0' /20,13
Admol
M In
'tvRTWORTH
MEMORANDUM
Date.- a " 2,013
Tol: Chairman Burns & Memblers of the Housing and Economic
eveloplmlent Committee
From-. J!ay Cha a, Director of Housing and Economic Development
.subject: B 5 Immigrant Investor Plregrana Overview and Update
The B 5 I mii, rant Investor Program was created by Congress in 1990... The program is administered by
the U.S. Citizenship and Immigration ration Services, Department of Holmielanid 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 aind ;geographic focus
of the Regional Center.
Under the B 5 Program an investor must invest a minimum of$1I 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 lean 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 aaa two-dear conditional or temporary green card. After the two years thiel 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 TEA,s to focal 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 tol continue to move forward' and potentially create or join a Regional Center, ICED staff and
the Foirt 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 817-392-58014 if you have any questions or concerns.
RECEIVED SEP 0 14- 2013