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Home My WebLink AboutAgenda_GEDCO_12.16.2013Notice of Meeting for the Georgetown Economic Development Corporation And the Governing Body of the City of Georgetown December 16, 2013 at 3:30 PM at 101 E. 7th Street, Georgetown, Texas 78627 The City of Georgetown is committed to compliance with the Americans with Disabilities Act (ADA). If you require assistance in participating at a public meeting due to a disability, as defined under the ADA, reasonable assistance, adaptations, or accommodations will be provided upon request. Please contact the City at least four (4) days prior to the scheduled meeting date, at (512) 930-3652 or City Hall at 113 East 8th Street for additional information; TTY users route through Relay Texas at 711. Legislative Regular Agenda A Discussion and possible action regarding the Project Progress Report, including Citicorp, Airborn, Enflite, Radix BioSolutions, Lone Star Circle of Care, Grape Creek Winery, Georgetown Winery, Difusion Technologies, Inc., Georgetown Independent School District (GISD), Texas Life Sciences Collaboration Center (TLCC), Radiation Detection Company, and Summit at the Rivery Conference Center—Paul E. Brandenburg, General Manager and Mark Thomas, Economic Development Director B Consideration and approval of the minutes for Georgetown Economic Development Corporation for the Regular Meeting held Monday, November 18, 2013--Hugh Brown, Secretary C Consideration of the November 30, 2013 Financial Report-Micki Rundell, Finance Manager D Discussion and possible action regarding a modification to the Performance Agreement between GEDCO and Molecular Templates, Inc. (MTI)—Mark Thomas, Economic Development Director E Consideration of a Staff Report regarding The Summit at Rivery Park Project -- Bridget Chapman, City Attorney F Consideration and possible action to approve a Reimbursement, Debt Administration, and Project Contract by and between the City, the Georgetown Economic Development Corporation (GEDCO), the Georgetown Transportation Enhancement Corporation (GTEC), the Board of Directors of the Rivery Park Tax Increment Reinvestment Zone for the purpose of contracting for the reimbursement by the Zone Board of cash grants made and payment of debt obligations incurred by the City, GEDCO and GTEC for the benefit of the Rivery Park Tax Increment Reinvestment Zone -- Bridget Chapman, City Attorney G Consideration and possible action to approve a Debt Administration and Project Contract between the City, the Georgetown Economic Development Corporation (GEDCO) for the purpose of contracting for the payment of debt obligations issued by GEDCO or the City for the benefit of GEDCO -- Bridget Chapman, City Attorney Executive Session In compliance with the Open Meetings Act, Chapter 551, Government Code, Vernon's Texas Codes, Annotated, the items listed below will be discussed in closed session and are subject to action in the regular session. H Section 551.072. DELIBERATIONREGARDING REAL PROPERTY Discussion and possible action to deliberate the purchase,exchange, lease or value of real property for purposes authorized by the Development Corporation Act which discussion in open session would have adetrimental effect on negotiations with third persons. I Section 551.087. DELIBERATION REGARDING ECONOMIC DEVELOPMENT NEGOTIATIONS. Deliberation regarding commercial or financialinformation that the corporation has received from a business prospect that the Georgetown Economic Development Corporation seeks to have locate, stay, orexpand in or near the territory of the City of Georgetown and with which the Corporationis conducting economic development negotiations; and/or deliberation regardingthe offer of a financial or other incentive to a business prospect that the Corporation seeks to have locate, stay, or expand in or near the territory ofthe City of Georgetown. --Spec Building Assistance Program-Project InV J Section 551.071. CONSULTATION WITH ATTORNEY Consultation with attorney regarding legal issues related toagenda items and other matters in which the duty of the attorney to theGeorgetown Economic Development Corporation under the Texas Disciplinary Rulesof Professional Conduct of the State Bar of Texas. K Action out of Executive Session. CERTIFICATE OF POSTING I, Jessica Brettle, City Secretary for the City of Georgetown, Texas, do hereby certify that this Notice of Meeting was posted at City Hall, 113 E. 8th Street, a place readily accessible to the general public at all times, on the ______ day of __________________, 2013, at __________, and remained so posted for at least 72 continuous hours preceding the scheduled time of said meeting. ____________________________________ Jessica Brettle, City Secretary City of Georgetown, Texas SUBJECT: Discussion and possible action regarding the Project Progress Report, including Citicorp, Airborn, Enflite, Radix BioSolutions, Lone Star Circle of Care, Grape Creek Winery, Georgetown Winery, Difusion Technologies, Inc., Georgetown Independent School District (GISD), Texas Life Sciences Collaboration Center (TLCC), Radiation Detection Company, and Summit at the Rivery Conference Center—Paul E. Brandenburg, General Manager and Mark Thomas, Economic Development Director ITEM SUMMARY: The GEDCO Board has requested that staff provide a project progress and status report at each meeting on all of the active projects discussed by the Board. ATTACHEMENT: 1. Project Status Report FINANCIAL IMPACT: SUBMITTED BY: Paul E. Brandenburg, General Manager and Mark Thomas, Economic Development Director ATTACHMENTS: Description Type Project Update Report Backup Material Project Project Description Approved by Council Funded Monitoring Compliance Closed Citigroup $1.3 Million Grant for wastewater infrastructure disbursed in April 2008. 12/12/2006 Funded April 2008 Approved and completed; Monitoring Compliance Enflite Company building 25,000 sq. ft. expansion and adding 75 new jobs. Grant amount is $144,000 on completion of facility. 8/12/2008 and 3/10/2009 Funded $144,000 in May 2009 Yes. Final Compliance Date is in 2013. No Airborn II investment based on new 50,000 sq. ft. manufacturing facility at Georgetown South Commercial Park. Amending Performance Agreement to extend the construction completion date to May 2010. Extension was approved by GEDCO on January 25, 2010 and the City Council on January 26, 2010. Construction of Facility completed May 2010. Yes. 9/25/2007and 1/26/2010 Partially Funded. First Annual payment made February 2011 Yes. Did not meet job numbers in 2011 or 2012, therefore, no payment in those years. Final compliance 2014 No Radix BioSolutions, Ltd. Provide grant to assist with the work and future plans of Radix BioSolutions at the TLCC. Agreement approved by GEDCO on February 9, 2010 and Council approved the Agreement at its March 9, 2010 Meeting. 3/9/2010 Funded May 13, 2010 Yes, Final compliance date is March 2018 No Lone Star Circle of Care Provide a grant not to exceed $387,000 for Qualified Expenditures for future site improvements at 205 East University Avenue, Georgetown, Texas. Loan Agreement and Promissory Note have not been executed. Agreement approved by GEDCO on June 23, 2011 and Council approved the Agreement at its June 28, 2011 Meeting. 6/28/2011 Funded November and December 2011 Yes, Final Compliance Date is July 28, 2016 No. Grape Creek Provide a grant not to exceed $447,000 for Qualified Expenditures for the lease/purchase and future site improvements at 101 E. 7th Street and 614 Main Street for the operation of a winery on the Downtown Square in Georgetown Agreement approved by GEDCO on July 25, 2011 and Council approved the Agreement at its August 23, 2011 Meeting. Fourth Amended Performance Agreement, Lease Agreement, and Promissory Note was approved by GEDCO on August 20, 2012 and by the City Council on August 28, 2012. TIRZ Agreement for $60,000 approved by City Council on 9-11-12. 8/23/2011 Funded Yes, Final Compliance is March 2018.No GEDCO PROJECT UPDATE AND STATUS REPORT December 16, 2013 Project Project Description Approved by Council Funded Monitoring Compliance Closed GEDCO PROJECT UPDATE AND STATUS REPORT December 16, 2013 Georgetown Winery Provide a grant not to exceed $70,000 for Qualified Expenditures described as equipment for wine production and an agreement to maintain and operate the existing winery in Georgetown. Agreement approved by GEDCO on July 25, 2011 and Council approved the Agreement at its August 23, 2011 Meeting. 8/23/2011 Funded Yes, Final Compliance Date is June 30, 2016 No DiFusiion Technologies Provide a grant not to exceed $92,000 for Qualified Expenditures described as an ICP Spectrometer to be purchased by TLCC to be leased to Dufusion under the terms of the Performance Agreement. Qualified Expenditure to remain the Property of GEDCO unless transferred to DiFusion per the terms of the Performance Agreement.Agreement approved by GEDCO on October 17, 2011 and November 21, 2011 and Council approved the Agreement at its December 13, 2011 Meeting. Performance Agreement and Lease Agreement have not been executed. The GEDCO Board approved additional requirements for the Performance Agreement on May 21, 2012. Approved by Council on July 10, 2012.7/10/2012 Funded Yes, Final Compliance Date is July 31, 2015 No Georgetown Indpendent School District Provided a grant not to exceed $200,560 for the purchase of qualified expenditures related to the equipment for the Engineering Program and Laboratories at Georgetown and East View High Schools. GISD will offer the MSSC Certifications, implement a Job Placement Program, provide and annual report and annual tour of the facilities to the GEDCO Board. Agreement was approved by GEDCO on September 17, 2012 and the City Council on September 25, 2012. The GEDCO Board approved the GISD request to amend the Performance Agreement to allow the purchase different equipment than outlined in the original agreement onNovember 18, 2013.9/17/2012 Partially Funded. Yes. Final Compliance based on life of equipment. No Texas Life Sciences Collaboration Center Provide a grant of $150,000 for the maintenance of the TLCC. Performance Agreement approved by GEDCO on July 15, 2013. 7/16/2013 Funded October 2013 Yes. Final Compliance September 2014 No. The Rivery at Summit Conference Center Provide a grant not to exceed $4.5 Million for Public Infrastructure Improvements. Approved by the GEDCO Board on November 18, 2013. Approved by the City Council on December 10, 2013. 12/10/2013 Not Funded Yes.Construction Deadline is September 30, 2015. No. Project Project Description Approved by Council Funded Monitoring Compliance Closed Vista Solutions Provided up to a $30,000 grant for the creation of high wage jobs and capital investment. Software development company locating on the square. 4/25/2006 Funded $21,000 April 2008 No. Yes Orthopeutics Provided up to $18,000 grant to company for creation of new jobs and capital investment. 8/12/2008 Yes. Funded up to $18,000 March 2009 No Yes Airborn I Provide a $300,000 grant for job creation and retention and capital investment based on new 50,000 sq. ft. manufacturing facility at Longhorn Junction. 12/11/2007 Not funded No Yes Loading Dock Water line infrastructure project to provide fire rate water flow to the Loading Dock restaurant and all buildings along Austin Avenue between 6th Street and 7th. 12/12/2006 Funded up to $100,000 Spring 2007 No Yes Quantum Logic Devices Provide Grant to assist the company in its efforts to build a test product for diagnostic clincical trials. GEDCO did not approve request.No Not funded No Yes Kenny Nguyen DBA The Beauty Escape Salon (Gardens Building) Provide grant to relocate transformers to downtown building. 5/13/2008 Funded $10,750 June 2008 No Yes CLOSED GEDCO PROJECTS Project Project Description Approved by Council Funded Monitoring Compliance Closed CLOSED GEDCO PROJECTS IntraLink-Spine, Inc. Provide grant to assist with the work and future plans of IntraLink-Spine, Inc, at the TLCC. Agreement approved by GEDCO on June 3, 2010 and Council approved the Agreement at its June 8, 2010 Meeting. The Agreement was not funded. Most of the company's operations are moving to Kentucky. 6/8/2010 Not Funded No Yes Amante Provide grant to fund grease trap improvements in alley in an amount not to exceed $25,968.40. Amante's closed its operations June 9, 2010.There is now a working grease trap that will benefit the next tenant. 8/25/2009 Funded $25,968.40 in September 2009 No (business closed) Yes Hope Lumber Company nka Pro-Build South, LLC Distributor of building materials. Company expanded rail line which required relocation of electric transformers. 4A funds provided $18,410 to offset cost of relocating electric transformers. 11/14/2006 Funded $18,410 March 2007 No Yes Ringdale, Inc. Provide grant for $20,000 to expand its current facility to 8,500 sq. ft. and hire at least 10 new employees to work on the LED technology. Agreement approved by GEDCO on February 9, 2010 and Council approved the Agreement at its March 9, 2010 Meeting 3/9/2010 Funded $20,000 April 8, 2010 No Yes Project Project Description Approved by Council Funded Monitoring Compliance Closed CLOSED GEDCO PROJECTS McIntosh Holdings, LLC Provide grant to relocate transformer to office building. GEDCO approved conditional Performance Agreement on December 21, 2009. Staff has requested back up invoices to verify electrical work performed and will bring agreement back to GEDCO once that is received from the Applicant. Legal worked with Applicant's Attorney to negotiate a settlement agreeement. No Not funded No Yes Texas Outdoor Power Equipment Funded extension of water and wasterwater infrastructure based on the construction of a new 70,000 sq. ft. warehouse. 5/27/2008 Funded $160,800 March 2009 No Yes Texas Life Sciences Collaboration Center Provide a grant not to exceed $150,000 for the maintenance of the TLCC. Performance Agreement approved by GEDCO on November 1, 2010 and the City Council on December 14, 2010. 12/14/2010 Funded No Yes City of Georgetown, Texas SUBJECT: Consideration and approval of the minutes for Georgetown Economic Development Corporation for the Regular Meeting held Monday, November 18, 2013--Hugh Brown, Secretary ITEM SUMMARY: ATTACHMENTS: 1. Draft Minutes for the Regular Meeting held Monday, November 18, 2013 FINANCIAL IMPACT: SUBMITTED BY: Hugh Brown, Secretary ATTACHMENTS: Description Type DRAFT GEDCO Minutes 11-18-13 Backup Material City of Georgetown, Texas SUBJECT: Consideration of the November 30, 2013 Financial Report-Micki Rundell, Finance Manager ITEM SUMMARY: See Attachment FINANCIAL IMPACT: SUBMITTED BY: Micki Rundell, Finance Manager ATTACHMENTS: Description Type Coversheet and Financial Report Backup Material City of Georgetown, Texas SUBJECT: Discussion and possible action regarding a modification to the Performance Agreement between GEDCO and Molecular Templates, Inc. (MTI)—Mark Thomas, Economic Development Director ITEM SUMMARY: At its November 18, 2013 meeting, the GEDCO Board approved the proposed Performance Agreement with Project MTI as discussed in Executive Session. In the proposed Agreement, as approved, GEDCO would provide a retention / jobs creation grant to MTI for $69,000 to include 23 jobs at $3,000/ job. Upon further clarification with MTI of the requirement of the jobs to be FTE's and not contract labor, the number of jobs and dollar amount per job has been realistically adjusted. However, the total amount of the grant remains unchanged. The amended Agreement was presented to and approved by City Council at its December 10, 2013 meeting. FINANCIAL IMPACT: SUBMITTED BY: Mark Thomas, Economic Development Director ATTACHMENTS: Description Type Molecular Templates, Inc. Performance Agreement Backup Material PERFORMANCE AGREEMENT This AGREEMENT by and between MOLECULAR TEMPLATES, INC., a Delaware corporation (hereinafter referred to as “MTI”), and the GEORGETOWN ECONOMIC DEVELOPMENT CORPORATION, a Texas non-profit corporation (hereinafter referred to as the “GEDCO”), is made and executed on the following recitals, terms and conditions. WHEREAS, GEDCO is a Type A economic development corporation operating pursuant to Chapter 504 of the Texas Local Government Code, as amended (also referred to as the “Act”), and the Texas Non-Profit Corporation Law contained in the Texas Business Organizations Code, as amended; and WHEREAS, Section 501.101 of the Texas Local Government Code, in pertinent part, defines the term “project” to mean “land, buildings, equipment, facilities, expenditures, targeted infrastructure, and improvements that are: (1) for the creation or retention of primary jobs; and (2) found by the board of directors to be required or suitable for the development, retention, or expansion of: (B) research and development facilities . . .; or (L) regional or national corporate headquarters facilities…; and WHEREAS, MTI located to the TLCC Center in the City of Georgetown, Williamson County, Texas (hereinafter referred to as the “TLCC”) four years ago with two employees; and WHEREAS, MTI has grown and is one of the most successful companies at TLCC; and WHEREAS, MTI is a cutting-edge cancer drug development company; and WHEREAS, MTI is in need of additional space at TLCC; and WHEREAS, MTI’s lease at TLCC expires on January 1, 2014 and MTI is considering relocation to Austin, Texas due to more favorable rental conditions; and WHEREAS, MTI has applied to GEDCO for a grant to cover the rent differential between the Property and similar locations in Austin, Texas; and WHEREAS, in consideration of the grant, MTI will retain its headquarters at the TLCC Center and will retain at least 10 full time positions working at TLCC for calendar year 2014; and WHEREAS, Section 501.158 of the Texas Local Government Code prohibits the provision of a direct incentive unless GEDCO enters into a performance agreement with MTI providing a schedule of additional payroll or jobs to be created or retained by GEDCO’s investment and a provision specifying the terms and conditions upon which repayment must be made should MTI fail to meet the agreed to performance requirements specified in this Agreement; and Page 2 of 10 Performance Agreement GEDCO – MTI 12/12/2013 6:39:15 PM WHEREAS, MTI has applied to GEDCO for a grant of money for a “project” (as defined by section 501.101 of the Texas Local Government Code), in that the grant funds are to be made for expenditures for the creation or retention of primary jobs; that the board of directors of GEDCO has found to be required or suitable for the development, retention, or expansion of research and development facilities, and/or regional or national corporate headquarters facilities, generally located at the TLCC, 111 Cooperative Way Building 2, Georgetown, Texas; and WHEREAS, MTI understands and agrees that: (a) in making a grant to MTI, GEDCO is relying upon MTI’s representations, warranties, and agreements, as set forth and provided for in this Agreement; (b) the making of any grant by GEDCO at all times shall be subject to GEDCO’s sole judgment and discretion; and (c) all such grants, and any other loans or other financial incentives GEDCO may hereafter make to MTI, shall be and shall remain subject to the terms and conditions as set forth in this Agreement, as hereafter amended by agreement of MTI and GEDCO; and WHEREAS, the GEDCO’s Board of Directors has determined the financial assistance provided to MTI for the Qualified Expenditures on the Property is consistent with and meets the definition of “project” as that term is defined in Sections 501.101 and 501.103 of the Texas Local Government Code; and the definition of “cost” as that term is defined by Section 501.152 of the Texas Local Government Code; and WHEREAS, MTI agrees and understands that Section 501.073(a) of the Texas Local Government Code requires the City Council of the City of Georgetown, Texas to approve all programs and expenditures of GEDCO, and accordingly this Agreement is not effective until City Council has approved this project at a City Council meeting called and held for that purpose. NOW, THEREFORE, for and in consideration of the agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, GEDCO and MTI agree as follows: SECTION 1. FINDINGS INCORPORATED. The foregoing recitals are hereby incorporated into the body of this Agreement and shall be considered part of the mutual covenants, consideration and promises that bind the parties. SECTION 2. TERM. This Agreement shall be effective as of the Effective Date, and shall continue thereafter until all obligations of MTI and GEDCO have been performed in full, unless terminated sooner under the provisions hereof. Page 3 of 10 Performance Agreement GEDCO – MTI 12/12/2013 6:39:15 PM SECTION 3. DEFINITIONS. The following words shall have the following meanings when used in this Agreement. (a) Act. The word “Act” means Chapters 501 to 505 of the Texas Local Government Code, as amended. (b) Agreement. The word “Agreement” means this Agreement, together with all exhibits and schedules attached to this Agreement from time to time, if any. (c) City means the City of Georgetown, Texas, a Texas home-rule municipality, whose address for the purposes of this Agreement is 113 E. 8th St. Georgetown, Texas 78626. (d) Effective Date. The words “Effective Date” means January 1, 2014. (e) Full-Time Equivalent Employment Position(s) means the equivalent of one (1) person working a minimum of One Thousand Eight Hundred (1,800) hours of work averaged over a twelve (12) month period. (f) Event of Default means and includes any of the Events of Default set forth below in the section entitled “Events of Default.” (g) GEDCO. The word “GEDCO” means the GEORGETOWN ECONOMIC DEVELOPMENT CORPORATION, a Texas non-profit corporation, its successors and assigns, whose corporate address for the purposes of this Agreement is 614 Main Street, Georgetown, Texas 78626. (h) Related Documents means and include without limitation all instruments and documents, whether now or hereafter existing, executed in connection with GEDCO providing financial assistance to MTI pursuant to this Agreement. (i) Term. The word “Term” means the term of this Agreement as specified in Section 2 of this Agreement. (j) TLCC. The words “TLCC” mean the land, together with all improvements, fixtures, equipment and machinery, and facilities, now or hereafter owned or leased as tenant, by MTI at Texas Life-Sciences Collaboration Center, Georgetown South Commercial Park, a subdivision in the City of Georgetown, locally known by the address of 111 W. Cooperative Way, Georgetown, Texas 78626 together with and including any other additional lands, and the improvements, fixtures, equipment and machinery, and facilities now or hereafter located thereon, that MTI may hereafter purchase or lease as tenant for its corporate purposes. Page 4 of 10 Performance Agreement GEDCO – MTI 12/12/2013 6:39:15 PM (k) MTI. The word “MTI” means Molecular Templates, Inc., a Delaware corporation, its successors and assigns, whose address for the purposes of this Agreement is 111 W. Cooperative Way, Suite 200, Georgetown, Texas 78626. SECTION 4. MTI OBLIGATIONS. MTI covenants and agrees with GEDCO that, while this Agreement is in effect, it shall comply with the following terms and conditions: (a) MTI will retain its headquarters at the TLCC and will retain at least ten (10) Full- Time Equivalent Employment Positions working at TLCC for the calendar year January 1, 2014 through December 31, 2014. (b) The average hourly wage of all Full-Time Equivalent Employment Positions must be greater than a base salary of $ 35 per hour. (c) MTI will verify the number of Full-Time Equivalent Employment Positions and the average hourly wage of each Full-Time Equivalent Employment Position on January 1, 2014 and on December 31, 2014. (d) MTI shall timely pay all taxes due for its business and operations. (e) MTI will comply with all federal, state and local laws and regulations applicable to its business and operations. (f) MTI agrees to make, execute and deliver to GEDCO such other instruments, documents and other agreements as GEDCO or its attorneys may reasonably request concerning or relating to this Agreement. (g) MTI agrees to perform and comply with all terms, conditions, and provisions set forth in this Agreement and in all other instruments and agreements between MTI and GEDCO. SECTION 5. GEDCO OBLIGATIONS. GEDCO covenants and agrees with MTI that, while this Agreement is in effect, GEDCO shall comply with the following terms and conditions: (a) Subject to satisfying the conditions precedent set out in Section 4 of this Agreement, GEDCO will pay to MTI a cash grant of Sixty Nine Thousand and No/100 Dollars ($69,000.00), herein called the “Financial Incentive.” GEDCO will make the Financial Incentive payment to MTI within thirty (30) days following the date on which MTI Page 5 of 10 Performance Agreement GEDCO – MTI 12/12/2013 6:39:15 PM certifies its satisfaction of the conditions precedent to receiving it, as provided in Section 4 of this Agreement. (b) GEDCO agrees to perform and comply with all terms, conditions, and provisions set forth in this Agreement and in all other instruments and agreements between MTI and GEDCO. SECTION 6. CESSATION OF FINANCIAL ASSISTANCE. If GEDCO has made any commitment to make any reimbursement to MTI, whether under this Agreement or under any other agreement, GEDCO shall have no obligation to advance or disburse financial assistance pursuant to this Agreement if: (i) MTI becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged bankrupt; or (ii) an Event of Default occurs. SECTION 7. EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: (a) Failure of MTI to comply with any of the obligations included in this Agreement is an Event of Default. (b) Failure of GEDCO to comply with any of the obligations included in this Agreement is an Event of Default. (c) Any warranty, representation, or statement made or furnished to GEDCO by or on behalf of MTI under this Agreement or the Related Documents that is false or misleading in any material respect, either now or at the time made or furnished is an Event of Default. (d) MTI’s insolvency, appointment of receiver for any part of MTI’s property, any assignment for the benefit of creditors of MTI, any type of creditor workout for MTI, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against MTI is an Event of Default. (e) Failure of MTI or GEDCO to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents, or failure of MTI or GEDCO to comply with or to perform any other term, obligation, covenant or condition contained in any other agreement between GEDCO and MTI is an Event of Default. Page 6 of 10 Performance Agreement GEDCO – MTI 12/12/2013 6:39:15 PM SECTION 8. EFFECT OF AN EVENT OF DEFAULT. In the event of default of this Agreement, the non-defaulting party shall give written notice to the other party of that default, and the defaulting party shall have thirty (30) days after the receipt of that notice in which to cure said default specified. Should said default remain uncured as of the last day of the applicable cure period, and the non-defaulting party is not otherwise in default, the non-defaulting party shall have the right to immediately terminate this Agreement. SECTION 9. INDEMNIFICATION. MTI shall indemnify, save, and hold harmless the City of Georgetown, Texas, and GEDCO, its directors, officers, agents, attorneys, and employees (collectively, the “Indemnitees”) from and against: (i) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee if the claim, demand, action or cause of action directly or indirectly relates to tortious interference with contract or business interference, or wrongful or negligent use by MTI or its agents and employees of grant funds received by MTI from GEDCO; (ii) any administrative or investigative proceeding by any governmental authority directly or indirectly related, to a claim, demand, action or cause of action in which GEDCO is a disinterested party; (iii) any claim, demand, action or cause of action which directly or indirectly contests or challenges the legal authority of MTI to enter into this Agreement; and (iv) any and all liabilities, losses, costs, or expenses (including reasonable attorneys’ fees and disbursements) that any Indemnitee suffers or incurs as a result of any of the foregoing; provided, however, that MTI shall have no obligation under this Section to GEDCO with respect to any of the foregoing arising out of the gross negligence or willful misconduct of GEDCO or the breach by GEDCO of applicable law or this Agreement. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify MTI, but the failure to so promptly notify MTI shall not affect MTI’s obligations under this Section unless such failure materially prejudices MTI’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by MTI in writing, as so long as no Default or Event of Default shall have occurred and be continuing, such Indemnitee shall in good faith contest the validity, applicability and amount of any claim, demand, action or cause of action for which MTI has agreed herein to indemnify said Indemnitee and shall permit MTI to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim, demand, action, cause of action or proceeding for which MTI may be liable for payment of indemnity hereunder shall give MTI written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain MTI’s concurrence thereto, which shall not be unreasonably withheld. Page 7 of 10 Performance Agreement GEDCO – MTI 12/12/2013 6:39:15 PM SECTION 10. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: (a) Amendments. This Agreement, together with any related documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. (b) Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Williamson County, Texas. Venue for any action arising under this Agreement shall lie in the state district courts of Williamson County, Texas. (c) Assignment. This Agreement may not be assigned without the express written consent of the other party. (d) Binding Obligation. This Agreement shall become a binding obligation on the signatories upon execution by all signatories hereto. MTI warrants and represents that the individual or individuals executing this Agreement on behalf of MTI has full authority to execute this Agreement and bind MTI to the same. GEDCO warrants and represents that the individual executing this Agreement on its behalf has full authority to execute this Agreement and bind it to the same. (e) Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of the Agreement. (f) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same document. (g) Interpretation. Each of the parties has been represented by counsel of their choosing in the negotiation and preparation of this Agreement. Regardless of which party prepared the initial draft of this Agreement, this Agreement shall, in the event of any dispute, however its meaning or application, be interpreted fairly and reasonably and neither more strongly for or against any party. (h) No Joint Venture. It is acknowledged and agreed by the parties that the terms of this Agreement are not intended to and shall not be deemed to create any partnership or joint venture among the parties. GEDCO and its past and future officers, employees, and agents do not assume any responsibilities or liabilities to any third party in connection Page 8 of 10 Performance Agreement GEDCO – MTI 12/12/2013 6:39:15 PM with MTI or the TLCC, or the design, construction or operation of any portion of the TLCC. (i) No Third Party Beneficiaries. This Agreement is not intended to confer any rights, privileges or causes of action upon any third party. (j) Notices. Any notice or other communication required or permitted by this Agreement (hereinafter referred to as the “Notice”) is effective when in writing and (i) personally delivered either by facsimile (with electronic information and a mailed copy to follow) or by hand or (ii) three (3) days after notice is deposited with the U.S. Postal Service, postage prepaid, certified with return receipt requested, and addressed as follows: if to MTI: Jason Kim, President 111 W. Cooperative Way, Suite 200 Georgetown, Texas 78626 (512) 639-0206 if to GEDCO: Georgetown Economic Development Corporation 614 Main Street Georgetown, Texas 78626 Attn: Mark Thomas Telephone: (512) 930-3546 (k) Severability. If a court of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. If feasible, any such offending provision shall be deemed to be modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable. (l) Time is of the Essence. Time is of the essence in the performance of this Agreement. (m) Undocumented Workers. MTI certifies that the MTI does not and will not knowingly employ an undocumented worker in accordance with Chapter 2264 of the Texas Government Code, as amended. If during the Term of this Agreement, MTI is convicted of a violation under 8 U.S.C. § 1324B(f), MTI shall repay the amount of the public subsidy provided under this Agreement plus interest, at the rate of eight percent (8%), not later than the 120th day after the date GEDCO notifies MTI of the violation. Page 9 of 10 Performance Agreement GEDCO – MTI 12/12/2013 6:39:15 PM MTI ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT, AND MTI AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS OF THE EFFECTIVE DATE. MOLECULAR TEMPLATES, INC. a Delaware corporation, By: ______________________________________ Jason Kim, President Date Signed: GEORGETOWN ECONOMIC DEVELOPMENT CORPORATION, a Texas non-profit corporation By: Patty Eason, President Date Signed: ATTEST: Hugh Brown, Secretary Page 10 of 10 Performance Agreement GEDCO – MTI 12/12/2013 6:39:15 PM CERTIFICATION OF CITY COUNCIL APPROVAL I hereby certify that the foregoing Performance Agreement of the Georgetown Economic Development Corporation and the Project described therein was approved by the City Council of the City of Georgetown, Texas, on the _____ day of ____________________ 2013. THE CITY OF GEORGETOWN, TEXAS A Texas home-rule municipality By: George G. Garver, Mayor By: Jessica Brettle, City Secretary APPROVED AS TO FORM: By: _________________________________ Bridget Chapman, City Attorney City of Georgetown, Texas SUBJECT: Consideration of a Staff Report regarding The Summit at Rivery Park Project -- Bridget Chapman, City Attorney ITEM SUMMARY: The City Council approved the Performance Agreement for The Summit at Rivery Park Project on December 10, 2013. The Performance Agreement includes the terms approved by GEDCO at the November 18, 2013 meeting. The Performance Agreement and the Project Financial Summary is submitted for review and information of the Board. FINANCIAL IMPACT: SUBMITTED BY: ATTACHMENTS: Description Type Performance Agreement Backup Material Financing Summary Backup Material GEDCO Performance Agreement The Summit at Rivery Park Page 1 of 27 GEORGETOWN ECONOMIC § § PERFORMANCE AGREEMENT DEVELOPMENT CORPORATION § § THE SUMMIT AT RIVERY PARK CITY OF GEORGETOWN, TEXAS § This PERFORMANCE AGREEMENT (“Agreement”) is between NOVAK BROTHERS, LLC, a Texas limited liability company, whose mailing address is 201 Adams Street, Georgetown, Texas 78628 (“Novak”), Hines Georgetown Hotel, LLC, a Delaware limited liability company (“Hines”), the GEORGETOWN ECONOMIC DEVELOPMENT CORPORATION, a Texas non-profit corporation, whose mailing address is 113 E. 8th Street, Georgetown, Texas 78626 (“GEDCO”), and the CITY OF GEORGETOWN, a Texas Home Rule municipality, whose making address is 113 E. 8th Street, Georgetown, Texas 78626 (the “City”). The term “Developer” as used herein shall refer collectively to Novak and Hines. Developer, GEDCO and the City are referred to collectively in this Agreement as “the Parties.” WHEREAS, Brae Group Ltd., a Texas limited partnership, is the owner of a 31.319-acre portion of the Property (defined herein) shown by sketch on Exhibit A; WHEREAS, Novak Brothers Texas Brownstones, LLC, a Texas limited liability company, is the owner of a 0.613-acre portion of the Property shown by sketch on Exhibit A; WHEREAS, the Property is the subject of several other agreements by or among some or all of the Parties pursuant to which the Property is to be developed by Developers with new business enterprises – specifically, the Hotel (defined herein) and the Conference Center (defined herein) – and with other improvements such as the Public Parking Garage (defined herein), residential townhomes, apartments, and other uses as may be allowed under the zoning ordinances applicable to the Property; WHEREAS, GEDCO is a Type A economic development corporation created in 2001 pursuant to the predecessor statute of Chapter 504 of the Texas Local Government Code; WHEREAS, GEDCO is authorized to finance “projects” as that term is defined in various sections of Chapters 501 and 504 of the Texas Local Government Code; GEDCO Performance Agreement The Summit at Rivery Park Page 2 of 27 WHEREAS, Section 501.103 of the Texas Local Government Code, in pertinent part, defines the term "project" to mean "expenditures that are found by the board of directors [of the economic development corporation] to be required or suitable for infrastructure necessary to promote or develop new or expanded business enterprises, limited to: (1) streets and roads, rail spurs, water and sewer utilities, electric utilities, or gas utilities, drainage, site improvements, and related improvements; (2) telecommunications and Internet improvements; or (3) beach remediation along the Gulf of Mexico;" WHEREAS, Sections 501.152 and 504.105(a) of the Texas Local Government Code also allow GEDCO fund certain project costs related to the construction of the Hotel and Conference Center; WHEREAS, the Board of Directors of GEDCO has found that the expenditure of GEDCO funds to aid in the construction of the Public Infrastructure Improvements (herein defined) in accordance with the terms and conditions of this Agreement is an expenditure that is required or suitable for infrastructure necessary to promote or develop new or expanded business enterprises (i.e., the Hotel and Conference Center) and development of the Property consistently with the Revised PUD Ordinance (defined herein) and the Related Documents (defined herein); WHEREAS, following notice and a public hearing on GEDCO’s proposed financial participation in construction of the Public Infrastructure Improvements in the amount of the GEDCO Share (defined herein), the GEDCO Board of Directors determined that (1) expenditure of the GEDCO Share for the Public Infrastructure Improvements is an expenditure that meets the definition of "project" as that term is defined Section 501.103 of the Texas Local Government Code; (2) the proposed expenditure of the GEDCO Share for the Public Infrastructure Improvements meets the definition of "cost" as that term is defined by Sections 501.103, 501.152 and/or 504.105(a) of the Texas Local Government Code; and (3) the GEDCO Share is included in the GEDCO budget, which has been approved by the City Council; WHEREAS, the Parties understand and agree that Section 501.073(a) of the Texas Local Government Code requires the City Council of the City of Georgetown, Texas, to approve all programs and expenditures of GEDCO, and accordingly this Agreement is not effective until City Council has approved this Agreement at a City Council meeting called and held for that purpose. NOW, THEREFORE, for and in consideration of the agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: GEDCO Performance Agreement The Summit at Rivery Park Page 3 of 27 SECTION 1. RECITALS INCORPORATED. The foregoing recitals are hereby found to be true and correct and are incorporated into the body of this Agreement by reference and shall be considered part of the mutual covenants, consideration and promises that bind the Parties. SECTION 2. TERM. This Agreement shall be effective as of the Effective Date and shall continue thereafter until all obligations of the Parties under this Agreement have been performed in full, unless terminated sooner in accordance with the terms of this Agreement. SECTION 3. DEFINITIONS. The following words shall have the following meanings when used in this Agreement. (a) Agreement. The word "Agreement" means this Performance Agreement, together with all Exhibits attached to this Agreement. (b) Applicable Laws. The words “Applicable Laws” mean and include all of the following: all federal, state and local laws, ordinances, orders, specifications, standards, and regulations pertaining to the development of the Property, including, without limitation, the Texas Commission on Environmental Quality laws and rules for construction over the Edwards Aquifer Recharge Zone; the City’s Code of Ordinances, Unified Development Code, Construction Specifications and Standards, Drainage Criteria Manual, Building Codes, Fire Codes, Inspection Guidelines, and Development Manual; and the final City- approved construction plans and specifications for the Public Infrastructure Improvements, Hotel, Conference Center, and Public Parking Garage. (c) Board. The word “Board” means the Board of Directors of the Georgetown Economic Development Corporation (GEDCO). (d) Brae. The word “Brae” means BRAE GROUP, LTD., a Texas limited partnership whose general partner is Novak and whose mailing address is 201 Adams Street, Georgetown, Texas 78628, and Brae’s successors and assigns. (e) City. The word “City” means the City of Georgetown, Texas. GEDCO Performance Agreement The Summit at Rivery Park Page 4 of 27 (f) City Council. The words “City Council” mean the City Council of the City of Georgetown, Texas. (g) Conference Center. The words “Conference Center” mean the conference center to be constructed by Hines (defined herein) on the Property in the area shown on Exhibit B as “Zone B1,” having a ballroom at least 16,000 square feet in size, and being capable of hosting multiple small scale events constructed and operated pursuant to the applicable Related Documents. (h) Construction Deadline. The words “Construction Deadline” mean _______________________, 2015. (i) Developer. The word “Developer” means, jointly and severally, Novak (defined herein) and Hines (defined herein). (j) Effective Date. The words "Effective Date" mean the latest date accompany the signatures lines of the Parties below. (k) Event of Default. The words "Event of Default" mean and include any of the Events of Default set forth below in the section of this Agreement entitled "Events of Default.” (l) "GEDCO. The word "GEDCO" means the GEORGETOWN ECONOMIC DEVELOPMENT CORPORATION, a Texas non-profit corporation formed and operating under Chapter 504 of the Texas Local Government Code, its successors and assigns, whose corporate address for the purposes of this Agreement is 113 E. 8th Street, Georgetown, Texas 78626. (m) GEDCO Share. The words “GEDCO Share” mean an amount of Qualified Expenditures not to exceed FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS ($4,500,000) anticipated to be funded in part from cash, and in part from the proceeds of bonds or other obligations issued by GEDCO as contemplated herein. (n) Hines. The word “Hines” means Hines Georgetown Hotel LLC, a Texas limited liability company whose address for purposes of this Agreement is 811 Main Street, Suite 4100, Houston, Texas 77002, and Hines’ successors and assigns. (o) Hotel. The word "Hotel" means an upscale hotel having at least 221-rooms and a AAA 3 Diamond Rating or a 2 Star Forbes Rating (based on the 2013 hotel rating systems) in the Starwood Hotels & Resorts Worldwide, Inc. brand to be GEDCO Performance Agreement The Summit at Rivery Park Page 5 of 27 constructed by Hines on the Property in the area described on Exhibit B as “Zone B1” constructed and operated pursuant to the applicable Related Documents. (p) Novak. The word "Novak" means NOVAK BROTHERS, LLC, a Texas limited liability corporation, whose mailing address is 201 Adams Street, Georgetown, Texas 78628, and Novak’s successors and assigns. (q) Property. The word "Property" means that certain real property consisting of 31.94 acres of land, more or less, in the City of Georgetown, Williamson County, Texas, which is bounded by IH-35 to the east, Rivery Blvd. to the south, and the San Gabriel River to the west and east and known locally as The Summit at Rivery Park and more specifically described by sketch on Exhibit A, attached hereto and incorporated herein for all purposes. (r) Public Parking Garage. The words “Public Parking Garage” mean the multi- level above-ground public parking garage having at least 336 spaces to be constructed by Hines on the Property in the area described on Exhibit B as “Zone B1” constructed and operated pursuant to the applicable Related Documents. (s) Public Infrastructure Improvement(s) The words "Public Infrastructure Improvement" mean and include the public infrastructure improvements identified on Exhibit C of this Agreement, which is attached hereto and incorporated herein for all purposes. Each of the public infrastructure improvements identified on Exhibit C are sometimes referred to individually herein as a “Public Infrastructure Improvement” and collectively as the “Public Infrastructure Improvements.” The term Public Infrastructure Improvement does not mean or include the landscaping, irrigation improvements, or other improvements that may be located within the medians or rights-of-way of the Public Infrastructure Improvements. (t) Qualified Expenditures. The words "Qualified Expenditures" mean those certain expenditures by Developer that meet all of the following criteria: (1) are associated with the construction of the Public Infrastructure Improvements (and no other improvements) and are described on Exhibit C, attached hereto, (2) meet the definitions of "project" as that term is defined in Section s501.103, 501.152 and/or 504.105(a) of the Texas Local Government Code, (3) meet the definition of "cost" as that term is defined in Section 501.152 of the Texas Local Government Code; and (4) do not exceed the GEDCO Share (regardless of the estimated costs shown on Exhibit C). GEDCO Performance Agreement The Summit at Rivery Park Page 6 of 27 (u) Reimbursement Conditions. The words “Reimbursement Conditions” mean and include each, every, and all of the following events: (1) With regard to the Public Infrastructure Improvements: (i) Developer has acquired rights from Brae to construct the Public Infrastructure Improvements on the Property; (ii) the Public Infrastructure Improvements have been finally constructed in accordance with all Applicable Laws, this Agreement, and the Related Documents (defined herein); (iii) the City has issued Letters of Acceptance for the Public Infrastructure Improvements; and (iv) the City has approved the title commitment and form of deed required by Section 4(l) of this Agreement; and (2) the Hotel has been finally constructed in accordance with all Applicable Laws, this Agreement, and the Related Documents, a final Certificate of Occupancy has been issued by the City for the Hotel; and (3) the Conference Center has been finally constructed in accordance with all Applicable Laws, this Agreement, and the Related Documents, a final Certificate of Occupancy has been issued by the City for the Conference Center; and (4) the Parkland Improvements (as that term is defined in the Parkland Improvements Agreement) have been finally constructed in accordance with all Applicable Laws, the Parkland Improvements Agreement, and the Related Documents, and accepted for maintenance by the City; and (5) the Public Parking Garage has been finally constructed in accordance with all Applicable Laws, this Agreement, and the Related Documents; the City has issued a final certificate of occupancy for the Public Parking Garage, a bill of sale and/or deed in a form acceptable to the City has been executed by the necessary parties transferring ownership of the Public Parking Garage to the City at no additional cost to the City and free and clear of all liens and other encumbrances; (6) all documentation substantiating the Reimbursement Request required by Section 5(c) of this Agreement has been submitted to and approved by the City and GEDCO; (7) GEDCO has issued the GEDCO Obligations (defined below); and GEDCO Performance Agreement The Summit at Rivery Park Page 7 of 27 (8) Developer is has fully performed and complied with, and is not in default or breach of, any terms or conditions contained in this Agreement or any Related Document. (v) Related Documents. The words "Related Documents" mean and include, without limitation all of the ordinances and agreements pertaining to the Property, including but not limited to: (1) the Memorandum of Understanding for the Hotel, Conference Center and Parking Garage at The Summit at Rivery Park dated May 14, 2013 between the City, Developer, and Hines Interests Limited Partnership, a Delaware limited partnership and an affiliate of Hines; (2) the Parkland Improvement Agreement between the City and Brae effective June 26, 2013; (3) the Joint Use, Access and Lease Agreement between the City and Hines pertaining to the Public Parking Garage and the Conference Center; (4) the Tax Increment Financing Agreement between the City and Williamson County, as amended; (5) City Ordinance No. 2007-91, as amended by Ordinance No. 2008-63, Ordinance No. 2010-30, and Ordinance No. 2013-___ relating to the Rivery Park Tax Increment Reinvestment Zone; (6) City Ordinance No. 2013-____________ being the revised Planned Unit Development Ordinance pertaining to zoning and development standards for the Property; (7) the Performance Agreement between the Georgetown Transportation Enhancement Corporation (GTEC), Novak, and the City; (8) the Final Site Plan(s) approved by the City for the Property; (9) the Master Development Agreement between the City, Developer, and Hines pertaining to development of the Property; and (10) all promissory notes, loan agreements, and all other instruments and documents, whether now or hereafter existing, executed in connection with the Property. GEDCO Performance Agreement The Summit at Rivery Park Page 8 of 27 (w) Term. The word "Term" means the term of this Agreement as specified in Section 2 of this Agreement. SECTION 4. AFFIRMATIVE COVENANTS OF DEVELOPER. (a) Obtain Rights in Property. Developer shall cause Brae to transfer all rights, title and interest in the Property, or portions of the Property, when and as are necessary for Developer to construct the Public Infrastructure Improvements in accordance with this Agreement. By the signature below of its duly authorized representative, Brae acknowledges and agrees that it has the obligation to timely transfer such rights, tile, and interest in the Property, or portions of the Property, to Developer so that Developer can comply with the terms and conditions of this Agreement. Prior to requesting issuance of the Notice to Proceed pursuant to Section 4(d) of this Agreement, Developer shall provide the City with written documentation evidencing Developer’s right to construct the Public Infrastructure Improvements on the Property. (b) Duty to Construct. Developer shall construct or cause to be constructed the Public Infrastructure Improvements in accordance with the provisions of this Agreement. Final completion of all of the Public Infrastructure Improvements by Developer and acceptance of same by the City must occur not later than the Construction Deadline, subject to reasonable Force Majeure as set forth in Section 9 of this Agreement. (c) Construction Details. Not later than ninety (90) days after the Effective Date, Developer shall submit detailed construction plans and specifications for each of the Public Infrastructure Improvements (the “Construction Details”). The Construction Details shall include, for each Public Infrastructure Improvement, the following information: detailed plans and specifications that are consistent with all Applicable Laws, construction schedule, proposed temporary construction access in relationship to Rivery Park and existing streets, the estimated cost of constructing each Public Infrastructure Improvement as determined by a professional engineer, and, if necessary, alternate access options for visitors to Rivery Park during construction of a Public Infrastructure Improvement. Within thirty (30) calendar days of receipt of the Construction Details, the City shall respond to Developer by either approving the Construction Details or conditionally approving the Construction Details subject to additional requirements or alterations mutually acceptable to the City and Developer. Failure of the City to respond to the submittal of the Construction Details within the thirty (30) day period shall not be deemed to be acceptance of same by the City. GEDCO Performance Agreement The Summit at Rivery Park Page 9 of 27 (d) Notice to Proceed. Construction shall not commence on a Public Infrastructure Improvement until Developer has received a written "Notice to Proceed" from the City’s Development Engineer for that specific Public Infrastructure Improvement . No Notice to Proceed shall be valid unless and until Developer has provided the documentation required by Section 4(a) of this Agreement, the performance and payment bonds required by Section 4(h) of this Agreement, and the Insurance required by Section 6 of this Agreement. (e) Approved Plans. All work must be performed in compliance with the Applicable Laws and with the City-approved Construction Details, construction plans and specifications for the Public Infrastructure Improvements (collectively, the “Approved Plans”). All work performed under this Agreement must also be free from design and construction defects. In addition, Developer shall follow all City ordinances and other rules and regulations regarding permits and approvals related to activities and construction of the Public Infrastructure Improvements, as well as those of any other governmental entity having jurisdiction. (f) Initial Costs. All costs of the Public Infrastructure Improvements, including any increases in the actual costs of the Public Infrastructure Improvements, including cost increases, change orders and overruns initially shall be borne by Developer. Costs include, but are not limited to, consultant fees, design costs, landscaping costs, labor costs, site restoration and re-vegetation costs, materials costs, engineering costs, legal fees, utility connection fees, permits, inspection fees, insurance costs and any other costs incurred in the design and construction of the Public Infrastructure Improvements. (g) No Liens. Developer shall have no right to place liens on the Public Infrastructure Improvements or any other publicly-owned property, and shall not allow any liens to be placed against the Public Infrastructure Improvements or any publicly- owned property by any contractor, subcontractor, employee, agent or assign or one or more of them (the "Contractors") or their vendors. Developer agrees that the City will not accept for maintenance or ownership any Public Infrastructure Improvements burdened by any lien or any other encumbrance. (h) Payment and Performance Bonds. Prior to and as a condition of the City’s issuance of the Notice to Proceed, Developer shall post, or cause the Contractors to post, performance and payment bonds in the full amounts of the contract price for each Public Infrastructure Improvement. The form and amount of the bonds comply with Chapter 2253 of the Government Code. (i) Diligent Prosecution of the Work. Developer shall diligently prosecute completion of the Public Infrastructure Improvements and coordinate all construction GEDCO Performance Agreement The Summit at Rivery Park Page 10 of 27 activity with the City’s Development Engineer following issuance of the Notice to Proceed. In addition to obtaining any required street closure permits, if necessary, a minimum of fourteen (14) business days notice must be given to the City’s Parks & Recreation Department Director to temporarily close any part of Rivery Park for any reason or to temporarily suspend access to any part of Rivery Park to facilitate or perform work under this Agreement. (j) As-Built Plans. After construction of each Public Infrastructure Improvement, Developer shall submit a set of construction plans for each Public Infrastructure Improvement certified as “as-built” by the engineer responsible for preparing the Approved Plans. (k) Completion Notice. Upon completion of construction of the Public Infrastructure Improvements, Developer shall deliver to the City written notice that construction of the Public Infrastructure Improvements have been completed and are ready for final inspection, that the Maintenance Bond required by Section 4(o) of this Agreement is in place, and that Developer has submitted a set of construction plans for the completed Public Infrastructure Improvements certified as “as-built” by the engineer responsible for preparing the construction plans for the Public Infrastructure Improvements (collectively, the "Completion Notice"). Within fourteen (14) business days of receipt of the Completion Notice, the City shall respond to Developer by either submitting a list of items still requiring completion or modification, or by accepting the Public Infrastructure Improvements by Letter of Acceptance (the “Letter of Acceptance”). Final acceptance of the Public Infrastructure Improvements shall be evidenced by a Letter of Acceptance from the City, but shall not be valid unless and until the Maintenance Bond required by Section 4(o) of this Agreement is in place. Failure to respond to a Completion Notice within the 14-day period shall be not deemed acceptance by the City. Notwithstanding the foregoing, the City shall not be responsible for maintenance of any landscaping, irrigation improvements, or other amenities or improvements that may be placed in the median(s) or in the rights-of-way of the Public Infrastructure Improvement(s). (l) Warranty Deed. Within five (5) calendar days of the date of the Letter of Acceptance, Developer shall convey to the City at no cost to the City and by General Warranty Deed those of the Public Infrastructure Improvements consisting of the public streets identified on Exhibit D as “Vehicular Circulation/Access.” The Developer shall provide a title insurance policy to the City insuring the City’s record title to the transferred Public Infrastructure Improvements, and shall pay all property taxes and closing costs so that the City takes the Public Infrastructure Improvements free of all taxes and liens. The deed(s) shall be in a form approved by the City. All pre- and post- GEDCO Performance Agreement The Summit at Rivery Park Page 11 of 27 closing taxes and all closing costs shall be borne solely by the Developer. No final plat for any portion of the Property located in Zones B1, B2, or B3 (as shown on Exhibits B and D) any part of the Property shall be issued unless and until the Public Infrastructure Improvements are properly conveyed to the City. (m) Maintenance Period. Developer hereby warrants that the Public Infrastructure Improvements will be free from defects for a period of one (1) year from the date the City accepts the construction of the Public Infrastructure Improvements (the "Maintenance Period"). The Developer shall correct and repair, or cause to be corrected and repaired, any defects in materials or workmanship of a Public Infrastructure Improvement that occurs before and during the Maintenance Period due to any cause. (n) Transfer of Warranties. Within thirty (30) days after the date of the Letters of Acceptance for the Public Infrastructure Improvements, Developer shall transfer to the City all contractor, subcontractor, consultant and manufacturer warranties for the Public Infrastructure Improvements. (o) Maintenance Bond. For all of the Public Infrastructure Improvements, as a condition of the City’s acceptance of dedication of the Public Infrastructure Improvements, and to secure the Developer’s warranty obligations during the Maintenance Period, the Developer shall provide a Maintenance Bond in the amount of Twenty Five Percent (25%) of the total cost of constructing all of the Public Infrastructure Improvements (the “Maintenance Bond”). The Maintenance Bond must be in a form approved for use in the City’s Development Manual. The Public Infrastructure Improvements must meet the all Applicable Laws at the end of the Maintenance Period in order for the City to release the Maintenance Bond. Upon release of the Maintenance Bond, Developer shall have no further obligations or responsibility for the Public Infrastructure Improvements. (p) Timely Payments. Developer shall make timely payment for all aspects of properly performed engineering, design, construction work (including inspection fees), and for all materials and services relating to the Public Infrastructure Improvements in accordance with the applicable construction contract and design services contracts for the Public Infrastructure Improvements. Notwithstanding the foregoing, however, Developer shall have the right to contest payment amounts so long as Developer causes any disputed amount to be escrowed or any lien resulting therefrom to be released by bond within thirty (30) days from the date of such lien. GEDCO Performance Agreement The Summit at Rivery Park Page 12 of 27 SECTION 5. PARTICIPATION BY GEDCO. (a) Initial Payment. Developer shall initially pay all costs associated with the construction of the Public Infrastructure Improvements. (b) Financing of the GEDCO Share. The Parties acknowledge that the GEDCO Share is comprised of a combination of lawfully available funds consisting of cash (the “Cash Payment”), and from the proceeds of bonds or other obligations to be issued by GEDCO (the “GEDCO Obligations”). With regard to the Cash Payment, GEDCO hereby reserves ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000) from lawfully available funds to pay future Reimbursement Requests, upon compliance with all other conditions of reimbursement required by this Agreement. Any additional portion of the GEDCO Share that is not paid from the proceeds of GEDCO Obligations will be Cash Payment, subject to annual appropriation by GEDCO in any future fiscal year and shall constitute a current expense for that fiscal year payable solely from the sales tax revenues collected for that fiscal year. Such additional amount of Cash Payment does not constitute a general obligation or other indebtedness of GEDCO for which GEDCO is obligated to levy or pledge any form of taxation. With regard to the GEDCO Obligations, payment of any Reimbursement Request out of the GEDCO Obligations is conditioned upon the ability of GEDCO to obtain the approving opinion of the Attorney General of the State of Texas if such opinion is required by law for the issuance of such GEDCO Obligations, and subject to the other conditions of reimbursement required by this Agreement. Developer acknowledges that GEDCO must issue bonds or other obligations in order to fully satisfy its obligations under this Agreement. (c) Amount of Cost Reimbursement. Only Qualified Expenditures are eligible for reimbursement under this Agreement. In no event shall the total amount of Qualified Expenditures reimbursed under this Agreement exceed the GEDCO Share. Developer understands and acknowledges that the actual cost of the Public Infrastructure Improvements is likely to exceed the GEDCO Share, and further understands and acknowledges that any costs or expenses associated with the Public Infrastructure Improvements in excess of the GEDCO Share shall be borne solely by Developer and that neither the City nor GEDCO shall be responsible for any costs over and above the GEDCO Share. (d) Submittal of Reimbursement Request. After the fulfillment of all of the Reimbursement Conditions, Developer shall submit to the City and to GEDCO a final consolidated report of all Qualified Expenditures associated with the Public Infrastructure Improvements, including all necessary supporting information and GEDCO Performance Agreement The Summit at Rivery Park Page 13 of 27 documentation (the “Reimbursement Request”). Such information shall include, but not be limited to, payment applications, cancelled checks evidencing payment, lien waivers from the Contractor and all subcontractors and suppliers, the warranties required by Section 4(n) and the Maintenance Bond required by Section 4(o). The Reimbursement Request must also include a statement signed by the Contractor and signed and sealed by the project engineer (who shall be a registered professional engineer licensed to practice in the State of Texas) attesting to the amount of the work performed, labor furnished, materials included, and the actual costs of each of the Qualified Expenditures shown on Exhibit C. Developer agrees to provide all information and documents in its possession or under its control reasonably required by the City and GEDCO for proper processing and for accurate accounting and documentation of actual costs for the construction of the Public Infrastructure Improvements. The Reimbursement Request will not be considered until after all of the Reimbursement Conditions have been completed. (e) Review and Processing of Reimbursement Request. Provided that all of the Reimbursement Conditions have been fulfilled, and subject to the provisions of Section 5(b) of this Agreement, the City and GEDCO shall promptly review the Reimbursement Request and respond to Developer within fifteen (15) business days after the receipt of a complete Reimbursement Request. (1) If both the City and GEDCO approve the Reimbursement Request, the City or GEDCO shall give Developer written notice of their approval thereof within fifteen (15) business after its receipt of the Reimbursement Request (the “Approval of Reimbursement Request”), but failure by the City or GEDCO to respond to the Reimbursement Request within fifteen (15) business shall not be construed to be approval by the City or GEDCO of the Reimbursement Request. Within fifteen (15) business days after the City and GEDCO provide Developer with their Approval of Reimbursement Request, GEDCO shall pay to Developer the amount specified in the Approval of Reimbursement Request, not to exceed the GEDCO Share. (2) If the City or GEDCO determine that the amount owing to Developer is less than the amount submitted by Developer in the Reimbursement Request, the City or GEDCO shall work diligently and in good faith with Developer to resolve the discrepancy within thirty (30) business days. If the Parties are unable to resolve the discrepancy within thirty (30) business days, each Party shall have the rights and remedies available to it at law and in equity to enforce this Agreement. GEDCO Performance Agreement The Summit at Rivery Park Page 14 of 27 (f) Payment of Reimbursement Request. GEDCO hereby appropriates the Cash Payment portion of the GEDCO Share from lawfully available funds to pay future Reimbursement Requests, subject to all other conditions to reimbursement required by this Agreement. The Parties understand and agree that the City has no obligation to expend any funds under this Agreement. SECTION 6. INSURANCE Prior to and as a condition of the City’s issuance of the Notice to Proceed, Developer shall procure and maintain, or cause its Contractors to procure and maintain insurance coverages in accordance with the requirements as set forth in Exhibit E to this Agreement, which is attached hereto and incorporated herein for all purposes as if set forth in full. Such insurance coverages shall remain in full force and effect for the duration of this Agreement. SECTION 7. EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: (a) Failure to Construct. Failure of Developer or Hines (as applicable) to construct the Hotel, Conference Center, Public Parking Garage, Public Infrastructure Improvements, Public Roadways (as that term is defined in the GTEC Performance Agreement), or the Parkland Improvements as required by this Agreement and/or the Related Documents, and to secure a final Certification of Completion (for the Hotel, Conference Center, and Public Parking Garage) or the City’s final acceptance (for the Public Infrastructure Improvements or Public Roadways) on or before the Construction Deadline, is an Event of Default. (b) False Statements. Any warranty, representation, or statement made or furnished to GEDCO or the City by or on behalf of Developer, Brae, or Hines under this Agreement or under any of the Related Documents that is false or misleading in any material respect, either now or at the time made or furnished, is an Event of Default. (c) Insolvency. Developer’s, Brae’s, or Hines’ insolvency, appointment of receiver for any part of their respective property or the Property, any assignment for the benefit of creditors of any of them, any type of creditor workout for any of them, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against any of them is an Event of Default. GEDCO Performance Agreement The Summit at Rivery Park Page 15 of 27 (d) General. The failure of a Party to this Agreement to comply with any term, covenant, or condition contained in this Agreement, or the failure of any party to a Related Document to comply with any term, covenant, or condition contained in a Related Document, is an Event of Default. SECTION 8. EFFECT OF AN EVENT OF DEFAULT. (a) Failure to Construct. In the event Developer or Hines (as applicable) fail to construct the Hotel, Conference Center, Public Parking Garage, Public Infrastructure Improvements, the Public Roadways (as defined in the GTEC Performance Agreement), or the Parkland Improvements as required by this Agreement and/or the Related Documents, and to secure a final Certification of Completion (for the Hotel, Conference Center, and Public Parking Garage) or the City’s final acceptance (for the Public Infrastructure Improvements or the Public Roadways) on or before the Construction Deadline, GEDCO shall have no obligation to reimburse Developer for any part of the GEDCO Share. (b) Other Event of Default. If an Event of Default other than an event described in Section 7(a) of this Agreement occurs, the non-defaulting party shall give written notice to the defaulting of any default, and the defaulting party shall have thirty (30) days (the “Cure Period”) to cure said default. Should said default remain uncured as of the last day of the Cure Period, and the non-defaulting party is not otherwise in the Parties shall each have all rights and remedies available to them in law and in equity for any Event of Default not specifically addressed above in Section 8(a). In the event that the default cannot be cured within the Cure Period, but Developer commences cure within the Cure Period and diligently pursues same, Developer shall have an additional period of time, not to exceed ninety (90) days from the initial default notice, in which to compete the cure. SECTION 9. FORCE MAJEURE (a) Definition. Except as otherwise provided below, the term “Force Majeure Event” means any act or event, whether foreseen or unforeseen, that meets all three (3) of the following tests: (1) The act or event prevents a party (the “Nonperforming Party”), in whole or in part, from (i) performing its obligations under this Agreement; or (ii) satisfying any GEDCO Performance Agreement The Summit at Rivery Park Page 16 of 27 conditions precedent to the other party’s (the “Performing Party’s”) obligations under this Agreement; and (2) The act or event is beyond the reasonable control of and not the fault of the Nonperforming Party, and (3) The Nonperforming Party has been unable to avoid or overcome the act or event by the exercise of due diligence. (b) Report of a Force Majeure Event. No later than five (5) business days after becoming aware of the occurrence of a Force Majeure Event, the Nonperforming Party shall furnish the Performing Party with a written report describing the particulars of the occurrence, including an estimate of its expected duration and probable impact on the performance of the Nonperforming Party’s obligations under this Agreement (the “Report”). (c) Duties During the Continuation of a Force Majeure Event. During the continuation of the Force Majeure Event, the Nonperforming Party shall: (1) exercise commercially reasonable efforts to mitigate or limit damages to the Performing Party; (2) exercise commercially reasonable due diligence to overcome the Force Majeure Event; (3) to the extent it is able, continue to perform its other obligations under this Agreement; (4) cause the suspension of performance to be of no greater scope and no longer duration than the Force Majeure Event requires; and (5) cause payments required under this Agreement to be paid when and as due. (d) Resumption of Performance. When the Nonperforming Party is able to: (1) resume performance of its obligations under this Agreement, or (2) satisfy the conditions to the Performing Party’s obligations, it shall immediately give the Performing Party written notice to that effect and shall resume performance under this Agreement. GEDCO Performance Agreement The Summit at Rivery Park Page 17 of 27 (e) Dispute Resolution Related to Force Majeure. The Parties shall negotiate in good faith and attempt to resolve any dispute among them as to whether a Force Majeure Event has occurred, or whether a Force Majeure Event has prevented the Nonperforming Party, in whole or in part, from performing any obligation or satisfying any condition under this Agreement. If the Parties are unable to resolve the dispute or to agree on a course of action within ten (10) calendar days from the date of the Report, the Parties shall submit the dispute to the Williamson County Commissioners Court for a binding determination on the sole issue of whether an Event of Force Majeure has occurred or has prevented the Nonperforming Party from performing any obligation or satisfying any condition under this Agreement. The burden of proof for demonstrating that a Force Majeure Event has occurred, or that a Force Majeure Event has prevented performance, shall be on the Nonperforming Party. (f) Exclusive Remedy. The relief offered by this Section 9 is the exclusive remedy available to the Nonperforming Party with respect to a Force Majeure Event, and the Parties waive the common law defenses of impossibility and impracticability with respect to the Force Majeure Events and any event or act that might be deemed a force majeure event under the common law. SECTION 10. INDEMNIFICATION AND DEVELOPER’S REPRESENTATIONS, WARRANTIES AND COVENANTS. (a) DEVELOPER, ITS PARTNERS, MEMBERS, OFFICERS, SUCCESSORS, AGENTS, AFFILIATES, CONTRACTORS, AND ASSIGNS (COLLECTIVELY, THE “INDEMNITORS”) SHALL, JOINTLY AND SEVERALLY, INDEMNIFY, SAVE, AND HOLD HARMLESS THE CITY, GEDCO, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, ATTORNEYS, AND EMPLOYEES (COLLECTIVELY, THE "INDEMNITEES") FROM AND AGAINST: (I) ANY AND ALL CLAIMS, DEMANDS, ACTIONS OR CAUSES OF ACTION THAT ARE ASSERTED AGAINST ANY INDEMNITEE IF THE CLAIM, DEMAND, ACTION OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY RELATES TO TORTIOUS INTERFERENCE WITH CONTRACT OR BUSINESS INTERFERENCE, OR WRONGFUL OR NEGLIGENT USE OF GEDCO FUNDING BY THE INTEMNITORS OR ANY OF THEIR AGENTS AND EMPLOYEES; (II) ANY ADMINISTRATIVE OR INVESTIGATIVE PROCEEDING BY ANY GOVERNMENTAL AUTHORITY DIRECTLY OR INDIRECTLY RELATED, TO A CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IN WHICH ANY INDEMNITEE IS A DISINTERESTED PARTY; (III) ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION WHICH DIRECTLY OR INDIRECTLY CONTESTS OR CHALLENGES THE LEGAL AUTHORITY OF THE INDEMNITEES OR THE INDEMNITORS TO ENTER INTO THIS AGREEMENT; (IV) ANY AND ALL LIABILITIES, LOSSES, COSTS, OR EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS) THAT ANY INDEMNITEE SUFFERS OR INCURS AS A RESULT OF ANY OF THE FOREGOING OR IS ARISING FROM OR RELATED TO THIS AGREEMENT; (V) A GEDCO Performance Agreement The Summit at Rivery Park Page 18 of 27 BREACH OF THIS AGREEMENT OR VIOLATION OF LAW BY THE INDEMNITORS; (VI) A FALSE REPRESENTATION OR WARRANTY MADE BY THE INTEMNITORS IN THIS AGREEMENT OR IN THE DESCRIPTION OF THE PUBLIC INFRASTRUCTURE IMPROVEMENTS OR THE ESTIMATED COSTS LISTED ON EXHIBIT C OF THIS AGREEMENT; (VII) THE NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF A STANDARD OF STRICT LIABILITY BY THE INDEMNITORS IN CONNECTION WITH THIS AGREEMENT. CLAIMS TO BE INDEMNIFIED UNDER THIS SECTION INCLUDE BUT ARE NOT LIMITED TO CLAIMS FOR BODILY INJURY OR DEATH, OCCUPATIONAL ILLNESS OR DISEASE, LOSS OF SERVICES WAGES OR INCOME, DAMAGE DESTRUCTION OR LOSS OF USE OF PROPERTY, AND WORKERS’ COMPENSATION CLAIMS. DEVELOPER’S OBLIGATIONS UNDER THIS ARTICLE ARE NOT EXCUSED IN THE EVENT A CLAIM IS CAUSED IN PART BY THE ALLEGED NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE INDEMNIFIED PARTIES OR BREACH OF ANY OF SUCH PARTIES' OBLIGATIONS UNDER THIS AGREEMENT. IF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS ASSERTED AGAINST ANY INDEMNITEE, SUCH INDEMNITEE SHALL PROMPTLY NOTIFY THE INDEMNITORS, BUT THE FAILURE TO SO PROMPTLY NOTIFY THE INDEMNITORS SHALL NOT AFFECT THE INDEMNITORS’ OBLIGATIONS UNDER THIS SECTION UNLESS SUCH FAILURE MATERIALLY PREJUDICES THE INDEMNITORS’ RIGHT TO PARTICIPATE IN THE CONTEST OF SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION, AS HEREINAFTER PROVIDED. IF REQUESTED BY THE INDEMNITORS IN WRITING, AS SO LONG AS NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, SUCH INDEMNITEE SHALL IN GOOD FAITH CONTEST THE VALIDITY, APPLICABILITY AND AMOUNT OF SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION AND SHALL PERMIT THE INDEMNITORS TO PARTICIPATE IN SUCH CONTEST. ANY INDEMNITEE THAT PROPOSES TO SETTLE OR COMPROMISE ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING FOR WHICH THE INDEMNITORS MAY BE LIABLE FOR PAYMENT OF INDEMNITY HEREUNDER SHALL GIVE THE INDEMNITORS WRITTEN NOTICE OF THE TERMS OF SUCH PROPOSED SETTLEMENT OR COMPROMISE REASONABLY IN ADVANCE OF SETTLING OR COMPROMISING SUCH CLAIM OR PROCEEDING AND SHALL OBTAIN THE INDEMNITORS’ CONCURRENCE THERETO. (b) Developer represents and warrants to the City that the following representation and warranties are true as of the Effective Date: (1) Due Organization and Ownership. Developer is a limited liability company validly existing under the laws of the State of Texas, and the person executing this Agreement on behalf of Developer is authorized to enter into this Agreement. The sole managing member of Developer is Jeffrey Ladd Novak. (2) Due Authority; No Conflict. Developer has all requisite power and authority to execute this Agreement and to carry out its obligations hereunder and the transactions contemplated hereby. This Agreement has been, and the documents contemplated hereby will be, duly executed by Developer and GEDCO Performance Agreement The Summit at Rivery Park Page 19 of 27 constitute Developer’s legal, valid and binding obligations enforceable against Developer in accordance with their terms. The consummation by Developer of the transactions contemplated hereby is not in violation of or in conflict with, nor does it constitute a default under, any term or provision of the organizational documents of Developer, or any of the terms of any agreement or instrument to which Developer is a party, or by which Developer is bound, or of any provision of any applicable law, ordinance, rule or regulation of any governmental authority or of any provision of any applicable order, judgment or decree of any court, arbitrator or governmental authority. (3) Consents. No consent, approval, order or authorization of, or declaration or filing with any governmental authority is required on the part of Developer in connection with the execution and delivery of this Agreement or for the performance of the transactions herein contemplated by the respective Parties hereto. (4) Litigation. There are no pending or, to the best of Developer’s knowledge, threatened, judicial municipal, or administrative proceedings, consent decrees, or judgments which might affect Developer’s ability to consummate the transaction contemplated hereby. (5) Legal Proceedings. No preliminary or permanent injunction or other order, decree, or ruling issued by a governmental entity, and not statute, rule, regulation, or executive order promulgated to or enacted by a governmental entity, shall be in effect which restrains, enjoins, prohibits, or otherwise makes illegal the consummation of the transactions contemplated by this Agreement. SECTION 11. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: (a) Amendments. This Agreement and the Exhibits attached hereto, together with all of the Related Documents, constitute the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. (b) Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and all obligations of the GEDCO Performance Agreement The Summit at Rivery Park Page 20 of 27 parties created hereunder are performable in Williamson County, Texas. Venue for any action arising under this Agreement shall lie in the state district courts of Williamson County, Texas. (c) Assignment. This Agreement may not be assigned by Developer without the express written consent of both GEDCO and the City Council. (d) Binding Obligation. This Agreement shall become a binding obligation on the Parties upon execution by all signatories hereto. Each Party to this Agreement warrants and represents that the individual or individuals executing this Agreement on behalf of them has full authority to execute this Agreement and bind them to the same. (e) Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of the Agreement. (f) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same document. (g) Notices. Any notice or other communication required or permitted by this Agreement (hereinafter referred to as the "Notice") is effective when in writing and (i) personally delivered or (ii) three (3) days after notice is deposited with the U.S. Postal Service, postage prepaid, certified with return receipt requested, and addressed as follows: if to Developer: Novak Brothers, LLC Attn: Jeff Novak, Managing Member 201 Adams Street Georgetown, Texas 78628 Telephone: (512) 931-7788 if to Brae: Brae Group, Ltd. Attn: Jeff Novak 201 Adams Street Georgetown, Texas 78628 Telephone: (512) 931-7788 GEDCO Performance Agreement The Summit at Rivery Park Page 21 of 27 if to Hines: Hines Georgetown Hotel LLC Attn: Travis M. Overall 811 Main Street, Suite 4100 Houston, Texas 77002 Telephone: (713) 237-5679 if to GEDCO: Georgetown Economic Development Corporation Attn: City of Georgetown Economic Development Director 113 E. 8th Street Georgetown, Texas 78626 Telephone: (512) 930-3652 if to City: City of Georgetown Attn: City Manager 113 E. 8th Street Georgetown, Texas 78626 Telephone: (512) 930-3723 (h) Severability. If a court of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. If feasible, any such offending provision shall be deemed to be modified to be within the limits of enforceability or validity if the Parties so agree; however, if the offending provision cannot be so modified by agreement, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable. (i) Time is of the Essence. Time is of the essence in the performance of this Agreement. (j) Undocumented Workers. Developer certifies that it does not and will not knowingly employ an undocumented worker in accordance with Chapter 2264 of the Texas Government Code, as amended. If during the Term of this Agreement, Developer is convicted of a violation under 8 U.S.C. § 1324a(f), Developer shall repay the amount of the public subsidy provided under this Agreement plus interest, at the rate of eight percent (8%), not later than the 120th day after the date GEDCO notifies Developer of the violation. GEDCO Performance Agreement The Summit at Rivery Park Page 22 of 27 (k) Vesting. Developer agrees that neither this Agreement nor any proceedings related to the request for GEDCO funds is a vesting event under Chapter 245 of the Texas Local Government Code. (l) Further Assurances. The Parties agree to make, execute and deliver to GEDCO such other promissory notes, instruments, documents and other agreements as GEDCO or its attorneys may reasonably request to evidence this Agreement. (m) Performance. The Parties each agree to perform and comply with all terms, conditions, and provisions set forth in this Agreement and in all other instruments and agreements between or among them. EXHIBIT LIST: Exhibit A Sketch of the Property Exhibit B Site Layout Exhibit C Public Infrastructure Improvements and Qualified Expenditures Exhibit D Streets to be Conveyed to the City Exhibit E Insurance and Payment and Performance Bond Requirements GEDCO Performance Agreement The Summit at Rivery Park Page 23 of 27 NOVAK: NOVAK BROTHERS, LLC a Texas limited liability corporation By: Printed Name: Jeffrey Ladd Novak Title: Managing Member Date Signed: ACKNOWLEDGEMENT State of Texas § County of _______________ § This instrument was acknowledged before me on ________ (date) by Jeffrey Ladd Novak, the duly authorized Managing Member of of Novak Brothers, LLC, a Texas limited liability company, on behalf of Novak Brothers, LLC. Notary Public GEDCO Performance Agreement The Summit at Rivery Park Page 24 of 27 HINES GEORGETOWN HOTEL, LLC a Delaware limited liability company By: Hines Georgetown Hotel Associates Limited Partnership, a Texas limited partnership, its sole member By: Hines Georgetown Hotel GP, LLC, a Delaware limited liability company, its general partner By: Hines Interests Limited Partnership, a Delaware limited partnership, its sole member By: Hines Holdings, Inc, a Texas corporation, its general partner By: Printed Name: Title: Date Signed: ACKNOWLEDGEMENT State of ______ § County of _______________ § This instrument was acknowledged before me on ________ (date) by __________________ (name of officer), _____________________(title of officer) of Hines Georgetown Hotel LLC, a Texas limited liability company, by ______________________________ , its __________________________________(type of entity) on behalf of Hines Georgetown Hotel LLC. Notary Public GEDCO Performance Agreement The Summit at Rivery Park Page 25 of 27 GEDCO: GEORGETOWN ECONOMIC DEVELOPMENT CORPORATION, a Texas non-profit corporation By: Printed Name: Title: President Date Signed: ATTEST: , Secretary ACKNOWLEDGEMENT State of Texas § County of Williamson § This instrument was acknowledged before me on ________ (date) by __________________ (name), President of the Georgetown Economic Development Corporation, a Texas corporation, on behalf of the Georgetown Economic Development Corporation. Notary Public GEDCO Performance Agreement The Summit at Rivery Park Page 26 of 27 CERTIFICATION OF BRAE GROUP, LTD. APPROVAL I hereby certify that the foregoing Performance Agreement pertaining to The Summit at Rivery Park was approved by Brae Group, Ltd., a Texas limited liability partnership, on the _______ day of ______________________________, 2013, as evidenced by the signatures of duly authorized representatives of Brae Group, Ltd. appearing below. BRAE GROUP, LTD. A Texas limited liability partnership By: Novak Brothers, LLC A Texas limited liability company its sole General Partner By: Jeff Novak Managing Member ACKNOWLEDGEMENT State of Texas § County of Williamson § This instrument was acknowledged before me on _______________(date) by Jeff Novak, Managing Member of Novak Brothers, LLC, a Texas limited liability company, General partner of Brae Group, Ltd., a Texas limited partnership, on behalf of Brae Group, Ltd. Notary Public, State of Texas GEDCO Performance Agreement The Summit at Rivery Park Page 27 of 27 CERTIFICATION OF CITY COUNCIL APPROVAL I hereby certify that the foregoing Performance Agreement pertaining to The Summit at Rivery Park was approved by the City Council of the City of Georgetown, Texas, on the day of ______________________________, 2013. THE CITY OF GEORGETOWN, TEXAS A Texas home-rule municipality By: George G. Garver, Mayor ATTEST: By: Jessica Brettle, City Secretary APPROVED AS TO FORM: By: Bridget Chapman, City Attorney ACKNOWLEDGEMENT State of Texas § County of Williamson § This instrument was acknowledged before me on ________________(date) by George G. Garver, Mayor or the City of Georgetown, Texas, a Texas home-rule municipal corporation, on behalf of the City of Georgetown, Texas. Notary Public, State of Texas Exhibit A R466300BRAEGROUP LTD R466301BRAEGROUP LTDR466302BRAEGROUP LTD R511414NOVAK BROTHERS TEXASBROWNSTONES LLC R511415ROGERS, JAMESW & JULIE A R511416NOVAK BROTHERS TEXASBROWNSTONES LLC R509086BRAEGROUP LTD R511857BRAEGROUP LTD R509085BRAEGROUP LTD R428017BRAEGROUP LTD R466296BRAEGROUP LTD R466297BRAEGROUP LTD R466298BRAEGROUP LTD R511413NOVAK BROTHERS TEXASBROWNSTONES LLC R511417NOVAK BROTHERS TEXASBROWNSTONES LLC R511418NOVAK BROTHERS TEXASBROWNSTONES LLC R364053CITY OFGEORGETOWN R466299BRAEGROUP LTD RIVERY PH 1 BLK BLT 1 REPLAT (LKB LT 1B REPLAT COUNTRY CLUB ACRES RESUB RIVERYPARK GABRIEL HEIGHTS ADDN (LTS 3A &4A BLK A) RIVERY PARK (BLKALT1-2&1-3REPLATREPLAT) COUNTRY CLUB ACRES UNIT 2 RIVERYPARK 2 BROWNSTONEAT THESUMMIT PH 1 REPLAT COUNTRY CLUBESTATES (BLK 4LTS 4-6 AMD) RIVERYPH 1 RIVERVIEWMALL COUNTRYCLUB ESTS RIVERY PARK2 (BLKB AMD) RIVERY PAR K (L T 1 BLK A REP LA T) MCCOYSCHOOLSUB SANGABRIEL VILLAGESEC 2 PH 1 COUNTRYCLUB ACRESUNIT 1 VILLAGEPARK CONDO(AMD) ROST &ROST SUB(REPLAT) CRESTVIEWADDN UNIT 1 RIVERY PH 1(BLK B LT1 REPLAT) W I L L I A M S D R HINTZ RD WOLF RANCH PK W Y RIVERY D R I V E W A Y S IH 3 5 N B S IH 3 5 S B CEDAR D R C O U N T R Y C L U B R D EXIT 2 6 1 SB W I L L O W L N MORRI S D R S IH 3 5 F W Y N B S IH 3 5 F W Y S B HIGHKNOLL LN RIVERYBLVD ADAMS ST Legend TIRZ Boundary, as amended in 2013 WCAD Parcels The Property Georgetown Parks This product is for informational purposes and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on-the-ground survey and represents only the approximate relative location of property boundaries. 0 350175Feet 1 inch = 350 feetE Imagery Date: December 2012 EXHIBIT A - THE PROPERTY Exhibit B DATE: 11.13.2013 SUMMIT AT RIVERY PARK - EXHIBIT B BAKER-AICKLEN & ASSOCIATES 507 West Liberty Ave. Round Rock, TX 78664 COMMERCIAL HOTEL CONVENTION CENTER MULTIFAMILY BROWNSTONESCC B3B3 B2B2 B1B1 AA 11 33 33 44 ZONE BOUNDARIESZONE BOUNDARIES AMENITY AREASAMENITY AREAS A, B1, B2, B3 and CA, B1, B2, B3 and C 1, 3 and 41, 3 and 4 VEHICULAR CIRCULATION | ACCESS Exhibit C Exhibit D GEDCO PERFORMANCE AGREEMENT EXHIBIT D Page 1 of 1 Exhibit E Exhibit E GEDCO Performance Agreement The Summit at Rivery Park Page 1 of 6 EXHIBIT E INSURANCE REQUIREMENTS 1. CONTRACTOR shall purchase and maintain insurance in the types and amounts indicated below for the duration of the Agreement (unless a longer duration is specified), which shall include items owned by the City of Georgetown, Texas (“OWNER”) in the care, custody and control of CONTRACTOR prior to and during the term of the Contract and all warranty periods. Failure to purchase and maintain the required insurance shall be grounds for Termination of the Agreement or Suspension of the Work by OWNER. Except for the Worker’s Compensation policy, the other insurance policies required by the Agreement to be obtained by CONTRACTOR must state that OWNER, its officials, directors, employees, representatives, and volunteers are added as additional insureds with regard to operations and activities by or on behalf of the named insureds performed under contract with OWNER. The additional insured status must cover completed operations as well, and the policy covering completed work must remain in effect until the expiration of the statue of repose. 2. CONTRACTOR must complete and forward the required Certificates of Insurance to OWNER before the Agreement is executed as verification of coverage required below. CONTRACTOR shall not commence Work until the required insurance is obtained and until such insurance has been reviewed by OWNER. Approval of insurance by OWNER shall not relieve or decrease the liability of CONTRACTOR hereunder and shall not be construed to be a limitation of liability on the part of CONTRACTOR. CONTRACTOR must also complete and forward the required Certificates of Insurance to OWNER whenever a previously identified policy period has expired as verification of continuing coverage. 3. Contractor’s insurance coverage is to be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of B+VII or better, except for hazardous material insurance which shall be written by companies with A.M. Best ratings of A- or better. 4. All endorsements naming the OWNER as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall indicate: City of Georgetown, 113 E. 8th Street, Georgetown, Texas 78626, ATTN: Contract Manager. 5. The “other” insurance clause shall not apply to the OWNER where the OWNER is an additional insured shown on any policy. It is agreed that the CONTRACTOR’s insurance shall be considered primary with respect to any insurance or self insurance carried by OWNER. The CONTRACTOR’S insurance shall apply separately to each insured against whom a claim is made and/or lawsuits brought, except with respect to the limits of insurer’s liability. 6. If insurance policies are not written for amounts specified below, CONTRACTOR shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. 7. OWNER shall be entitled, upon request and without expense, to receive certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. 8. OWNER reserves the right to review the insurance requirements set forth during the effective period of this Agreement and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by OWNER based upon changes in statutory law, Exhibit E GEDCO Performance Agreement The Summit at Rivery Park Page 2 of 6 court decisions, the claims history of the industry or financial condition of the insurance company as well as CONTRACTOR. 9. CONTRACTOR shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Agreement or as required in the Agreement. 10. CONTRACTOR shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. 11. The policies must contain the following language: “This policy shall not be cancelled, materially changed, or not renewed until after thirty (30) days prior written notice has been given to OWNER.” In addition, CONTRACTOR shall provide OWNER thirty (30) days written notice of erosion of the aggregate limits below occurrence limits for all applicable coverages indicted within the Agreement. 12. If OWNER-owned property is being transported or stored off-Site by CONTRACTOR, then the appropriate property policy will be endorsed for transit and storage in an amount sufficient to protect OWNER’s property. 13. The insurance coverages required under this contract are required minimums and are not intended to limit the responsibility or liability of CONTRACTOR. 14. Without limiting any of the other obligations or liabilities of the CONTRACTOR, the CONTRACTOR shall require each Subcontractor performing work under the Agreement, at the Subcontractor’s own expense, to maintain during the term of the Agreement, the same stipulated minimum insurance including the required provisions and additional policy conditions as shown above. As an alternative, the CONTRACTOR may include its Subcontractors as additional insureds on its own coverage as prescribed under these requirements. The CONTRACTOR’s certificate of insurance shall note in such event that the Subcontractors are included as additional insureds and that CONTRACTOR agrees to provide Workers’ Compensation for the Subcontractors and their employees. The CONTRACTOR shall obtain and monitor the certificates of insurance from each Subcontractor in order to assure compliance with the insurance requirements. The CONTRACTOR must retain the certificates of insurance for the duration of the Agreement plus five (5) years and shall have the responsibility of enforcing these insurance requirements among its subcontractors. The OWNER shall be entitled, upon request and without expense, to receive copies of these certificates. B. Business Automobile Liability Insurance. Provide coverage for all owned, non-owned and hired vehicles in an amount not less than $1,000,000 combined single limit per accident for bodily injury and property damage. The policy shall contain the following endorsements in favor of OWNER: • Waiver of Subrogation endorsement TE 2046A; • 30 day Notice of Cancellation endorsement TE 0202A; and • Additional Insured endorsement TE 9901 B. • Provide coverage in the following types and amounts: • A minimum combined bodily injury and property damage limit of $1,000,000 per occurrence. No aggregate shall be permitted for this type of coverage. Exhibit E GEDCO Performance Agreement The Summit at Rivery Park Page 3 of 6 Such insurance shall include coverage for loading and unloading hazards. C. Workers’ Compensation and Employers’ Liability Insurance. Coverage shall be consistent with statutory benefits outlined in the Texas Workers’ Compensation Act (Section 401). CONTRACTOR shall assure compliance with this Statute by submitting two (2) copies of a standard certificate of coverage (e.g. ACCORD form) to Owner’s Representative for every person providing services on the Project as acceptable proof of coverage. The required Certificate of Insurance must be presented as evidence of coverage for CONTRACTOR. Workers’ Compensation Insurance coverage written by the Texas Workers Compensation Fund is acceptable to OWNER. CONTRACTOR’s policy shall apply to the State of Texas and include these endorsements in favor of OWNER: • Waiver of Subrogation, form WC 420304; and • 30 day Notice of Cancellation, form WC 420601. The minimum policy limits for Employers’ Liability Insurance coverage shall be the minimum amounts required to meet the statutory requirements of Texas Labor Code, Section 401.011(44), or the following, whichever is greater: • $1,000,000 bodily injury per accident, and • $1,000,000 bodily injury by disease policy limit; and • $1,000,000 bodily injury by disease each employee; and • $1,000,000 Employer’s Liability. CONTRACTOR has the option to self-insure in accordance with applicable law and OWNER approval. D. Commercial General Liability Insurance. The Policy shall contain the following provisions (to the extent available): • Blanket contractual liability coverage for liability and indemnifications assumed under the Agreement and all contracts relative to this Project. • Completed Operations/Products Liability until the end the statute of repose period. • Explosion, Collapse and Underground (X, C & U) coverage. • Independent Contractor’s coverage. • Aggregate limits of insurance per project, endorsement CG 2503. • OWNER listed as an additional insured, endorsement CG 2010. • 30 day notice of cancellation in favor of OWNER, endorsement CG 0205. • Waiver of Transfer of Recovery Against Others in favor of OWNER, endorsement CG 2404 fully insuring CONTRACTOR’S or Subcontractor’s liability for bodily injury and property damages with a combined bodily injury (including death) and property damage minimum limit of: Exhibit E GEDCO Performance Agreement The Summit at Rivery Park Page 4 of 6 $1,000,000 per occurrence $2,000,000 general aggregate $2,000,000 products and completed operations aggregate Coverage shall be on an “occurrence” basis. E. Intentionally omitted. F. Umbrella Liability Insurance. The CONTRACTOR shall obtain, pay for, and maintain umbrella liability insurance during the contract term, insuring the CONTRACTOR (or subcontractor) for an amount not less than $1,000,000 that provides coverage at least as broad and applies in excess of and follows the form of the primary liability coverages required hereunder. The policy shall provide “drop down” coverage where underlying primary insurance coverages limits are insufficient or exhausted. G. Intentionally omitted. PERFORMANCE AND PAYMENT BONDS A. General. 1. Bonds, when required by the Agreement or by Chapter 2253 of the Texas Government Code, shall be executed on forms furnished by or acceptable to OWNER. All bonds signed by an agent must be accompanied by a certified copy of such agent’s authority to act. 2. If the surety on any bond furnished by CONTRACTOR is declared bankrupt or becomes insolvent or its right to do business is terminated in the State of Texas or it ceases to meet the requirements of the preceding paragraph, CONTRACTOR shall within ten (10) days thereafter substitute another bond and surety, both of which must be acceptable to OWNER. 3. When Performance Bonds and/or Payment Bonds are required, each shall be issued in an amount of one hundred percent (100%) of the estimated construction cost of the Public Infrastructure Improvements as security for the faithful performance and/or payment of all CONTRACTOR’s obligations under the Agreement. Performance Bonds and Payment Bonds shall be issued by a solvent surety company authorized to do business in the State of Texas, and shall meet any other requirements established by law or by OWNER pursuant to applicable law. Any surety duly authorized to do business in Texas may write Performance and Payment Bonds on a project without reinsurance to the limit of 10 percent of its capital and surplus. Such a surety must reinsure any obligations over 10 percent. B. Performance Bond. 1. If the estimated cost of constructing the Public Infrastructure Improvements exceeds $100,000, CONTRACTOR shall furnish OWNER with a Performance Bond in the form set out by OWNER. The Performance Bond shall be effective for the term of the Agreement and through all warranty period(s). 2. If the estimated cost of constructing the Public Infrastructure Improvements exceeds $25,000 but is less than or equal to $100,000, CONTRACTOR shall furnish OWNER with a Performance Bond in the form set out by OWNER, unless the original estimated time for completion of construction is 60 Calendar Days or less, in which case CONTRACTOR can agree to the Exhibit E GEDCO Performance Agreement The Summit at Rivery Park Page 5 of 6 following terms and conditions for payment in lieu of providing a Performance Bond: no money will be paid to CONTRACTOR until completion and acceptance of the Work by OWNER; CONTRACTOR shall be entitled to receive 95% of the estimated cost of construction of the Public Infrastructure Improvements following Final Completion, and the remaining 5% of the Contract Amount following the one year warranty period. 3. If the estimated cost of constructing the Public Infrastructure Improvements is less than or equal to $25,000, CONTRACTOR will not be required to furnish a Performance Bond. 4. If a Performance Bond is required to be furnished, it shall extend for the one year warranty period, or longer if the warranty periods are longer. C. Payment Bond. 1. If the estimated cost of constructing the Public Infrastructure Improvements exceeds $25,000, CONTRACTOR shall furnish OWNER with a Payment Bond in the form set out by OWNER. 2. If the estimated cost of constructing the Public Infrastructure Improvements is less than or equal to $25,000, CONTRACTOR will not be required to furnish a Payment Bond; provided that no money will be paid to CONTRACTOR until completion and acceptance of the Work by OWNER. D. Power of Attorney. Each bond shall be accompanied by a valid Power of-Attorney (issued by the surety company and attached, signed and sealed with the corporate embossed seal, to the bond) authorizing the attorney in fact who signs the bond to commit the company to the terms of the bond, and stating any limit in the amount for which the attorney can issue a single bond. E. Bond Indemnification. The process of requiring and accepting bonds and making claims thereunder shall be conducted in compliance with Tex. Gov’t Code, Chapter 2253. IF FOR ANY REASON A STATUTORY PAYMENT OR PERFORMANCE BOND IS NOT HONORED BY THE SURETY, THE CONTRACTOR SHALL FULLY INDEMNIFY AND HOLD THE OWNER HARMLESS OF AND FROM ANY COSTS, LOSSES, OBLIGATIONS OR LIABILITIES IT INCURS AS A RESULT. F. Furnishing Bond Information. OWNER shall furnish certified copies of the payment bond and the related Agreement to any qualified person seeking copies who complies with Tex. Gov’t Code, §2253.026. G. Claims on Payment Bonds. Claims on payment bonds must be sent directly to the CONTRACTOR and his surety in accordance with Tex. Gov’t Code § 2253.041. All Payment Bond claimants are cautioned that no lien exists on the funds unpaid to the CONTRACTOR on such Contract, and that reliance on notices sent to the OWNER may result in loss of their rights against the CONTRACTOR and/or his surety. The OWNER is not responsible in any manner to a claimant for collection of unpaid bills, and accepts no such responsibility because of any representation by any agent or employee. H. Payment Claims when Payment Bond not Required. The rights of Subcontractors regarding payment are governed by Tex. Prop. Code, §§53.231 – 53.239 when the estimated cost of constructing the Public Infrastructure Improvements is less than $25,000.00. These provisions set out the requirements for filing a valid lien on funds unpaid to the CONTRACTOR as of the time of filing the claim, actions necessary to release the lien and satisfaction of such claim. Exhibit E GEDCO Performance Agreement The Summit at Rivery Park Page 6 of 6 I. Minimum Standards for Sureties. Sureties shall be listed on the US Department of the Treasury’s Listing Approved Sureties stating companies holding Certificates of Authority as acceptable sureties on Federal Bonds and acceptable reinsuring companies (Department Circular 570). City/GEDCO GTEC Developer Public Parking Garage $5,600,000.00 Issue 1 - City Limited Tax Note 10/1/2014 11/2014 -> during construction Rivery Park Improvements $400,000.00 Issue 1 - City Limited Tax Note 10/1/2014 1/1/2016 Onsite Public Infrastructure $2,000,000.00 $2,500,000.00 . . $750,000.00 .$3,500,000.00 Issue 2 - City Limited Tax Note Issue 3 - GEDCO Bonds GTEC Cash Developer 10/1/2015 05/1/2016 . . 01/1/2016 06/1/2016 01/01/2016 . . Hotel and Conference Center Public Infrastructure $2,000,000.00 Issue 3 - GEDCO Bonds / Cash 5/1/2016 6/1/2016 TIRZ Reimbursement City/GEDCO $12,500,000.00 TIRZ Reimbursement GTEC $750,000.00 TIRZ Reimbursement Developer $3,500,000.00 Total TIRZ Reimbursement Developer Payment Schedule $16,750,000.00 Public Improvements Funding Source Debt Issue Date Cost City of Georgetown, Texas SUBJECT: Consideration and possible action to approve a Reimbursement, Debt Administration, and Project Contract by and between the City, the Georgetown Economic Development Corporation (GEDCO), the Georgetown Transportation Enhancement Corporation (GTEC), the Board of Directors of the Rivery Park Tax Increment Reinvestment Zone for the purpose of contracting for the reimbursement by the Zone Board of cash grants made and payment of debt obligations incurred by the City, GEDCO and GTEC for the benefit of the Rivery Park Tax Increment Reinvestment Zone -- Bridget Chapman, City Attorney ITEM SUMMARY: This Agreement confirms and facilitates reimbursement by the Rivery TIRZ Board to the City, GEDCO and GTEC for funds advanced for the benefit of the Rivery Park TIRZ from revenue generated in the Rivery Park TIRZ. FINANCIAL IMPACT: SUBMITTED BY: Bridget Chapman, City Attorney ATTACHMENTS: Description Type Reimbursement, debt Administration, and Project Contract Backup Material City of Georgetown, Texas SUBJECT: Consideration and possible action to approve a Debt Administration and Project Contract between the City, the Georgetown Economic Development Corporation (GEDCO) for the purpose of contracting for the payment of debt obligations issued by GEDCO or the City for the benefit of GEDCO -- Bridget Chapman, City Attorney ITEM SUMMARY: It is anticipated that both the City and GEDCO will issue debt for the Summit at Rivery Park Development Project. This Agreement confirms the obligations of the City and GEDCO, and facilitates administration and payment of debt obligations between the City and GEDCO, in circumstances where the City issues debt for the benefit of GEDCO Projects and in circumstances where GEDCO issues debt for the benefit of GEDCO Projects. FINANCIAL IMPACT: SUBMITTED BY: Bridget Chapman, City Attorney ATTACHMENTS: Description Type Debt Administration and Project Contract Backup Material City of Georgetown, Texas SUBJECT: Section 551.072. DELIBERATIONREGARDING REAL PROPERTY Discussion and possible action to deliberate the purchase,exchange, lease or value of real property for purposes authorized by the Development Corporation Act which discussion in open session would have adetrimental effect on negotiations with third persons. ITEM SUMMARY: FINANCIAL IMPACT: SUBMITTED BY: Bridget Chapman, City Attorney City of Georgetown, Texas SUBJECT: Section 551.087. DELIBERATION REGARDING ECONOMIC DEVELOPMENT NEGOTIATIONS. Deliberation regarding commercial or financialinformation that the corporation has received from a business prospect that the Georgetown Economic Development Corporation seeks to have locate, stay, orexpand in or near the territory of the City of Georgetown and with which the Corporationis conducting economic development negotiations; and/or deliberation regardingthe offer of a financial or other incentive to a business prospect that the Corporation seeks to have locate, stay, or expand in or near the territory ofthe City of Georgetown. --Spec Building Assistance Program-Project InV ITEM SUMMARY: FINANCIAL IMPACT: SUBMITTED BY: Bridget Chapman, City Attorney City of Georgetown, Texas SUBJECT: Section 551.071. CONSULTATION WITH ATTORNEY Consultation with attorney regarding legal issues related toagenda items and other matters in which the duty of the attorney to theGeorgetown Economic Development Corporation under the Texas Disciplinary Rulesof Professional Conduct of the State Bar of Texas. ITEM SUMMARY: FINANCIAL IMPACT: SUBMITTED BY: Bridget Chapman, City Attorney City of Georgetown, Texas SUBJECT: Action out of Executive Session. ITEM SUMMARY: FINANCIAL IMPACT: SUBMITTED BY: Bridget Chapman, City Attorney