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November 10, 2015 Agenda
tru�Rltl �'� � k, Tuesday, November 10, 2015 City of Denton Meeting Agenda City Council City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com 2:00 PM Work Session Room & Council Chambers After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, November 10, 2015 at 2:00 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: 1. Work Session Reports A. ID 15 -1058 Receive a report, hold a discussion, and give staff direction regarding a proposed Economic Development Chapter 380 Grant Agreement with O'Reilly Hotel Partners Denton for a convention center and hotel development to be located in Rayzor Ranch Town Center and a proposed third amendment to the economic development program grant agreement between the City of Denton and Allegiance Hillview (RED Development). Attachments: Exhibit 1 Ordinance Agreement O'Reilly Hotel Partners Denton Exhibit 2 380 Grant Agreement O'Reilly with exhibits Exhibit 3 Ordinance Amended Agreement Allegiance Hillview Exhibit 4 Draft RED Third Amendment Exhibit 5 Management Agreement with O'Reilly Hotel Partners Denton Exhibit 6 Oct 30 Supplemental Questions Exhibit 7 CC and Red PPT B. ID 15 -1104 Receive a report, hold a discussion, and give staff direction on the Denton Renewable plan and activities related to the future power supply plans to meet the City's growth and needs. Attachments: Exhibit 1 Survey Results Following the completion of the Work Session, the City Council will convene in a Closed Meeting to consider specific items when these items are listed below under the Closed Meeting section of this agenda. The City Council reserves the right to adjourn into a Closed Meeting on any item on its Open Meeting agenda consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law. 1. Closed Meeting: A. ID 15 -1113 Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086. Receive a presentation from Denton Municipal Electric staff ( "DME ") regarding public power competitive and financial matters pertaining to plans, strategies, opportunities, and developments for generation improvements to the DME system; discuss and deliberate strategies regarding same; discuss, deliberate, and provide City ofDenton Page I Printed on 11/5/2015 City Council Meeting Agenda November 10, 2015 Staff direction regarding opportunities and strategies for the City to acquire purchased power and enter into agreements regarding the same, in order to meet its future energy needs. B. ID 15 -1059 Deliberations regarding Economic Development Negotiations - Under Texas Government Code Section 551.087. Receive a report and hold a discussion regarding economic development issues regarding a proposed economic development incentive agreement for O'Reilly Hotel Partners Denton and a proposed third amendment to the economic development program grant agreement between the City of Denton and Allegiance Hillview (RED Development). This discussion shall include commercial and financial information the City Council has received from O'Reilly Hotel Partners Denton and Allegiance Hillview (RED Development), business prospects which the City Council seeks to have locate, stay, or expand in or near the territory of the city, and with which the City Council is conducting economic development negotiations; deliberate the offer of a financial or other incentive to O'Reilly Hotel Partners Denton and the amendment of the economic development program grant agreement between the City of Denton and Allegiance Hillview (RED Development). C. ID 15 -1191 Deliberations regarding Economic Development Negotiations - Under Texas Government Code Section 551.087. Receive a report and hold a discussion regarding economic development issues regarding a proposed economic development incentive agreement for Project Cartoon. This discussion shall include commercial and financial information the City Council has received from Project Cartoon, a business prospect, which the City Council seeks to have locate, stay, or expand in or near the territory of the city, and with which the City Council is conducting economic development negotiations; deliberate the offer of a financial or other incentive to Project Cartoon. D. ID 15 -1192 Deliberations Regarding Real Property - Under Texas Government Code Section 551.072; Deliberations Regarding Economic Development Negotiations - Under Texas Code Section 551.087; Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from staff, discuss, deliberate and provide staff with direction regarding the potential acquisition, exchange, lease or value of real property located generally in the 200 block of W. Mulberry, the 200 block of N. Elm, the 200 block of W. McKinney, the 200 block of N. Cedar, and the 200 block of E. McKinney in the City of Denton, Denton County, Texas. Consultation with the City's attorneys regarding legal issues associated with the potential real property matter where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. City ofDenton Page 2 Printed on 11/5/2015 City Council Meeting Agenda November 10, 2015 ANY FINAL ACTION, DECISION, OR VOTE ON A MATTER DELIBERATED IN A CLOSED MEETING WILL ONLY BE TAKEN IN AN OPEN MEETING THAT IS HELD IN COMPLIANCE WITH TEXAS GOVERNMENT CODE, CHAPTER 551, EXCEPT TO THE EXTENT SUCH FINAL ACTION, DECISION, OR VOTE IS TAKEN IN THE CLOSED MEETING IN ACCORDANCE WITH THE PROVISIONS OF §551.086 OF THE TEXAS GOVERNMENT CODE (THE `PUBLIC POWER EXCEPTION'). THE CITY COUNCIL RESERVES THE RIGHT TO ADJOURN INTO A CLOSED MEETING OR EXECUTIVE SESSION AS AUTHORIZED BY TEX. GOV'T. CODE, §551.001, ET SEQ. (THE TEXAS OPEN MEETINGS ACT) ON ANY ITEM ON ITS OPEN MEETING AGENDA OR TO RECONVENE IN A CONTINUATION OF THE CLOSED MEETING ON THE CLOSED MEETING ITEMS NOTED ABOVE, IN ACCORDANCE WITH THE TEXAS OPEN MEETINGS ACT, INCLUDING, WITHOUT LIMITATION §551.071- 551.086 OF THE TEXAS OPEN MEETINGS ACT. Special Called Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: 1. PLEDGE OF ALLEGIANCE A. U.S. Flag B. Texas Flag "Honor the Texas Flag — I pledge allegiance to thee, Texas, one state under God, one and indivisible." 2. PROCLAMATIONS /PRESENTATIONS A. ID 15 -1181 Veteran's Day Proclamation 3. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 15 -1060 Consider adoption of an ordinance approving an Economic Development Agreement under Chapter 380 of the Local Government Code to promote economic development and to stimulate business activity in the city of Denton and under Chapter 351 to promote travel, tourism, meetings, conventions, and events for the economic growth of the city of Denton, between the City of Denton and O'Reilly Hotel Partners Denton (OHPD), regarding the development of an approximate 12 -acre parcel of land generally located on the south side of U.S. Highway 380 (West University Drive) ending at Scripture Road, between I -35 and North Bonnie Brae Street in Denton, Texas; authorizing the expenditure of funds therefor; and providing an effective date. Attachments: Exhibit 1 Ordinance Agreement O'Reilly Hotel Partners Denton Exhibit 2 380 Grant Agreement O'Reilly with exhibits Exhibit 3 Management Agreement with O'Reilly Hotel Partners Denton B. ID 15 -1061 Consider adoption of an ordinance of the City of Denton, Texas approving a third amendment to an Economic Development Program Grant Agreement dated June 15, 2010 between the City of Denton and Allegiance Hillview; and providing an effective date. City ofDenton Page 3 Printed on 11/5/2015 City Council Meeting Agenda November 10, 2015 Attachments: C. ID 15 -1062 Attachments: D. ID 15 -1189 Attachments: Exhibit 1 Ordinance 2010 -210 Grant Agreement Exhibit 2 Ordinance 2010 -142 First Amendment Exhibit 3 Ordinance 2014 -143 Second Amendment Exhibit 4 Draft RED Third Amendment Exhibit 5 Ordinance Third Amendment Allegiance Hillview Consider adoption of an ordinance of the City Council of the City of Denton, Texas, authorizing the City Manager to execute a Management Agreement between the City of Denton and O'Reilly Hotel Partners Denton for the management of the Denton Convention Center; and providing an effective date. Exhibit 1 Ordinance CC Manaaement Aareement Exhibit 2 Management Agreement with O'Reilly Exhibit 3 380 Grant Agreement O'Reilly with exhibits Consider adoption of an ordinance of the City of Denton authorizing, and approving the purchase of playground equips Playground Project, which is available from only one source Chapter 252.022 of the Texas Local Government Code such from the requirements of competitive bidding; and providing 5990- awarded to Play By Design in the amount of $95,811). Exhibit 1- Pricing Sheet Exhibit 2- Design Agreement Exhibit 3 -Sole Source Letter Exhibit 4- Ordinance 4. CONCLUDING ITEMS Texas providing for, .ent for the Eureka 2 nd in accordance with purchases are exempt an effective date (File A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. B. Possible Continuation of Closed Meeting topics, above posted. CERTIFICATE I certify that the above notice of meeting was posted on the bulletin board at the City Hall of the City of Denton, Texas, on the day of , 2015 at o'clock (a.m.) (p.m.) CITY SECRETARY City ofDenton Page 4 Printed on 11/5/2015 City Council Meeting Agenda November 10, 2015 NOTE: THE CITY OF DENTON CITY COUNCIL WORK SESSION ROOM/ COUNCIL CHAMBERS ARE ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE SIGN LANGUAGE INTERPRETERS FOR THE HEARING IMPAIRED IF REQUESTED AT LEAST 48 HOURS IN ADVANCE OF THE SCHEDULED MEETING. PLEASE CALL THE CITY SECRETARY'S OFFICE AT 349 -8309 OR USE TELECOMMUNICATIONS DEVICES FOR THE DEAF (TDD) BY CALLING 1 -800 - RELAY -TX SO THAT A SIGN LANGUAGE INTERPRETER CAN BE SCHEDULED THROUGH THE CITY SECRETARY'S OFFICE. City ofDenton Page 5 Printed on 11/5/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -1058, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Development Services /Economic Development CM /ACM: Jon Fortune DATE: November 10, 2015 SUBJECT Receive a report, hold a discussion, and give staff direction regarding a proposed Economic Development Chapter 380 Grant Agreement with O'Reilly Hotel Partners Denton for a convention center and hotel development to be located in Rayzor Ranch Town Center and a proposed third amendment to the economic development program grant agreement between the City of Denton and Allegiance Hillview (RED Development). BACKGROUND "Destination Denton" is our City's vision for the future, and the City's Vision Statement reads in part that "Denton is an identifiable and memorable destination." O'Reilly Hotel Partners Denton's (OHPD) proposed convention center and hotel development can help Denton realize that vision by meeting growing demand for significant meeting and hotel space to accommodate visitors to our community. OHPD's plans include the construction of a 285 -318 room Embassy Suites Hotel, an approximately 70,000 - square -foot convention center, and a Houlihan's restaurant. The anticipated convention center meeting space is approximately 37,850 square feet, the same size as was previously planned for their Denton project located at the University of North Texas (UNT). The meeting space would be of sufficient size to accommodate conventions with up to 650 participants with a Grand Banquet room that will hold up to 1,750 people for banquet -style events. The hotel and convention center would be managed by O'Reilly Hospitality Management (OHM). The current proposal from OHPD varies significantly from the previous project at the UNT location. The following are the major advantages to the City under the new proposal: • The convention center and hotel will be located in the Rayzor Ranch Town Center, allowing it to serve as a catalyst project to ensure more timely and quality development. As a major anchor for the Town Center, the convention center and hotel can capitalize on the synergy associated with the planned shopping, entertainment, and restaurants located nearby. • The City is not being asked to fund any element of construction, nor will the City own the convention center. As such, the City would not issue any public debt for this project and would have virtually no financial risk. OHPD will privately finance the construction of the convention center and will be solely City of Denton Page 1 of 4 Printed on 11/5/2015 File #: ID 15 -1058, Version: 1 responsible for all debt obligations. • This proposal does not require the creation of a Tax Increment Reinvestment Zone as did the prior proposal. Financial participation by DISD or Denton County is not being sought. • Additional sales tax revenues can be captured through OHPD's participation in the Texas Direct Payment Program, under which they coordinate the purchase of construction materials in the City of Denton which will generate sales tax revenue to the City that was not previously possible. The City's financial contribution is limited only to the actual revenue generated by the project at the Rayzor Ranch site. To facilitate the development of this project, OHPD has requested performance -based economic incentives from the City via a Chapter 380 Economic Development Agreement that is based on the amount of revenue that the City previously considered using for the former convention center project. The incentive request is for a 100% rebate of the ad valorem tax, hotel occupancy tax, and sales tax generated by the proposed project for a maximum of 25 years or until the combined principal amount of $28 million and interest payment of $26 million, for a total aggregate amount of $54 million, is reached, whichever comes first. The incentive is capped at $54 million; however, the current pro forma staff prepared indicates the actual incentive will be between $35 -$40 million. There is an additional incentive request for 100% of the construction sales and use tax up to $850,000, at which time the grant will be reduced to 50 %. OHPD assumes all risk associated with the development of the project and their ability to receive any of these incentives is conditioned on their producing the anticipated project revenue. In order to rebate the hotel occupancy taxes generated by this convention center/hotel project to OHPD as part of a Chapter 380 Economic Development Grant, the City must have some management responsibility for the facility. As such, the City will assist in the management of certain sales missions and marketing functions for the Convention Center in order to further the public purpose of promoting economic growth and conventions and to retain adequate public control over the use of public funds to ensure benefits to the City. It is necessary for the City and OHPD to enter into a management agreement to clearly define the parties' roles and responsibilities. The City plans to subcontract these duties to the Denton Convention and Visitors Bureau via an amendment to the existing contract. The location of the proposed hotel and convention center development by O'Reilly Hotel Partners Denton at Rayzor Ranch Town Center falls within the boundary of the existing Chapter 380 agreement between the City and Allegiance Hillview, L.P. (RED Development). Should the City Council approve an economic development program grant agreement with O'Reilly Hotel Partners Denton, it will be necessary to amend the Chapter 380 agreement with Allegiance Hillview, L.P. (RED Development). The amendment will be necessary to exclude the hotel and convention center project from RED's incentive. The current agreement with Allegiance Hillview, L.P. (RED Development) has the following terms: 50% rebate on sales tax revenue for 20 years for Rayzor Ranch Marketplace (north side of University Drive); this incentive triggered in 2012. • 50% rebate on sales tax revenue for 25 years for Rayzor Ranch Town Center (south side of University Drive); this incentive is tiered and has an initial trigger of 300,000 square feet of retail space. • The incentives allow for a $68 million total reimbursement to Allegiance Hillview, L.P. (RED City of Denton Page 2 of 4 Printed on 11/5/2015 File #: ID 15 -1058, Version: 1 Development) for public infrastructure costs. While Allegiance Hillview, L.P. (RED Development) is in favor of the proposed convention center /hotel project at Rayzor Ranch Town Center, it has an impact on the Town Center development in the following ways: 0 O'Reilly Hotel Partners Denton acquired the land for the convention center /hotel project at a "pass through" cost from Allegiance Hillview, L.P. (RED Development) • The land for the convention center/hotel will no longer be available as retail acreage. • $4 -5 million in infrastructure improvements will have to be made to the site earlier than originally planned. Allegiance Hillview, L.P. (RED Development) estimates these changes will lead to a revenue loss of $5 million and has requested an amendment to its Chapter 380 Grant Agreement to mitigate that loss. The Economic Development Partnership (EDP) Board recommended an additional 15% sales tax rebate on the Marketplace and Town Center until $5 million is reached. The thresholds require that 300,000 square foot of retail in the Town Center has been met and the convention center and hotel have a Certificate of Occupancy (8 -0). Staff analysis estimates that the $5 million will be reached in 11 years, 9 years from the Town Center contract initiation. During the October 30 meeting, Council requested additional information regarding the convention center project. Staff has prepared the responses and they are attached here as Exhibit 6. PRIOR ACTION/REVIEW (Council, Boards, Commissions) October 30, 2015 - Council requested supplemental information regarding the convention center project. October 14, 2015 - The Economic Development Partnership Board recommended approval of the economic development program grant agreement with O'Reilly Hotel Partners Denton (8 -0). October 14, 2015 - The Economic Development Partnership Board recommended approval of the third amendment to the economic development program grant agreement with Allegiance Hillview, L.P. (RED Development) (8 -0). June 16, 2015 - During a work session, Council received a report, held a discussion, and gave staff direction regarding a proposed convention center and hotel project by O'Reilly Hotel Partners Denton to be located in the Rayzor Ranch development project, including a discussion and possible recommendation on economic incentives. February 17, 2015 - In a closed meeting, Council consulted with and provided direction to City's attorneys regarding legal issues associated with use of hotel/motel occupancy tax funds for convention center projects and held a discussion regarding granting economic development incentives for convention center projects. May 13, 2014 - Second amendment to the economic development program grant agreement with Allegiance Hillview, L.P., is adopted by Council September 14, 2010 - First amendment to the economic development program grant agreement with Allegiance Hillview, L.P., is adopted by Council City of Denton Page 3 of 4 Printed on 11/5/2015 File M ID 15 -1058, Version: 1 June 15, 2010 - Economic development program grant agreement with Allegiance Hillview, L.P., is adopted by Council EXHIBITS 1 - ordinance agrmt O'Reilly Hotel Partners Denton 2 - 380 grant agrmt O'Reilly with exhibits 3 - ordinance amended agrmt Allegiance Hillview 4 - draft third amendment v4 w exhibits 5 - management agreement with O'Reilly 6 - Oct 30 supplemental questions 7 - PowerPoint to Council 11 -10 -15 Respectfully submitted: Aimee Bissett Director of Development Services Prepared by: Caroline Booth Assistant Director for Economic Development City of Denton Page 4 of 4 Printed on 11/5/2015 ORDINANCE NO. AN ORDINANCE APPROVING AN ECONOMIC DEVELOPMENT AGREEMENT UNDER CHAPTER 380 OF THE LOCAL GOVERNMENT CODE TO PROMOTE ECONOMIC DEVELOPMENT AND TO STIMULATE BUSINESS ACTIVITY IN THE CITY OF DENTON AND UNDER CHAPTER 351 TO PROMOTE TRAVEL, TOURISM, MEETINGS, CONVENTIONS, AND EVENTS FOR THE ECONOMIC GROWTH OF THE CITY OF DENTON, BETWEEN THE CITY OF DENTON AND O'REILLY HOTEL PARTNERS DENTON (OHPD), REGARDING THE DEVELOPMENT OF AN APPROXIMATE 12 ACRE PARCEL OF LAND GENERALLY LOCATED ON THE SOUTH SIDE OF U.S. HIGHWAY 380 (WEST UNIVERSITY DRIVE) ENDING AT SCRIPTURE ROAD, BETWEEN I -35 AND NORTH BONNIE BRAE STREET IN DENTON, TEXAS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, O'Reilly Hotel Partners Denton ( "OHPD ") has an interest in land generally located in the Rayzor Ranch Town Center development, in the City of Denton, Denton County, Texas, which includes property located South of US Route 380 ending at Scripture Road, between IH -35 and North Bonnie Brae Street (the "Property "); and WHEREAS, OHPD has made a request, on or about September 7, 2015, of the City of Denton ( "City ") to establish economic development incentives under Chapter 380 of the Texas Local Government to stimulate the development of commercial property within the City of Denton and under Chapter 351 of the Texas Tax Code to promote travel, tourism, meetings, conventions, and events for the economic development and growth of the City of Denton on the Property ( "Grant Application "); and WHEREAS, the Grant Application was approved by the Economic Development Partnership Board as compliant with the City of Denton's Tax Abatement and Incentive Policy on October 14, 2015; and WHEREAS, City and OHPD have negotiated an Economic Development Agreement to reflect the terms of the incentive, a copy of which is attached hereto and made a part hereof by reference (the "Agreement "), as well as a related Management Agreement; and WHEREAS, the City Council of the City of Denton hereby finds that the contemplated use and development of the Property, the proposed improvements provided for in the Agreement, and the other terms and conditions of the Agreement, will promote economic development, increase employment, and stimulate business and commercial activity within the City of Denton for the benefit of the public and therefore meets the requirements under Chapter 380 of the Texas Local Government Code; and WHEREAS, the City Council of the City of Denton further finds that the proposed Project on the Property will promote tourism and the convention and hotel industry and therefore meets the requirements under Chapter 351 of the Texas Tax Code; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this ordinance are incorporated into the body of this ordinance. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement attached hereto on behalf of the City of Denton and to carry out the City's responsibilities and rights under the Agreement, including without limitation the authorization to make the expenditures set forth in the Agreement. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY am APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY J-- Page 2 CHRIS WATTS, MAYOR ECONOMIC DEVELOPMENT AGREEMENT WITH O'REILLY HOTEL PARTNERS — DENTON, LLC This Economic Development Agreement ( "Agreement ") is made and entered into as of the effective date provided for below, by O'REILLY HOTEL PARTNERS — DENTON, LLC, a Missouri limited liability company, located at 2808 S. Ingram Mill Road, Building C100, Springfield, Missouri, 65804 ( "Grantee "), and the CITY OF DENTON, a Texas municipal corporation, located at 215 E. McKinney Street, Denton, Texas 76201 (the "City ") for the purposes and considerations stated herein. The City and the Grantee are collectively referred to as the "Parties." WHEREAS, this Agreement is authorized pursuant to Article III, Section 52 -a of the Texas Constitution and Chapter 380 of the Texas Local Government Code (the "Act ") to promote local economic development and to stimulate business and commercial activity in the City of Denton, and pursuant to Chapter 351 of the Texas Tax Code to promote travel, tourism, meetings, conventions, and events for the economic development and growth of the City of Denton and economic benefit of the Parties; and WHEREAS, Grantee owns or is under contract to acquire a tract of land generally located in the Rayzor Ranch Town Center development, Denton, Texas 76201, which is within the city limits of the City of Denton, Denton County, Texas, which includes property located South of US Route 380 ending at Scripture Road, between IH -35 and North Bonnie Brae Street, and more specifically described in Exhibit "A" attached hereto and incorporated by reference as if set forth at length herein (the "Property "); and WHEREAS, the Property is located in the Rayzor Ranch Overlay District which maintains requirements for design and architectural standards that will control when not inconsistent with this Agreement, pursuant to Denton Development Code 35.7.15; and WHEREAS, the Property is also located in the Rayzor Ranch Public Improvement District No. 1 ( "PID"), upon which special assessments have been levied by the City within the PID to cover the issuance of PID Bonds that may be used to fund actual costs of authorized public improvements on the Property, such public improvements to be dedicated to the City in accordance with City of Denton Resolution R2014 -022, and that said PID assessments are not waived by this Agreement; and WHEREAS, Grantee desires to construct a 285 -318 room Embassy Suites hotel "Hotel "), an approximately 70,000- square -foot convention center ( "Convention Center "), and a Houlihan's restaurant ( "Restaurant ") on the Property with an estimated capital investment of approximately $93 million ( "Project "); and WHEREAS, the Grantee, by separate agreement, is delegating to the City certain management functions of a Convention Center, including the visitors' programs and activities in accordance with the terms, provisions, and requirements of the separate agreement; and WHEREAS, on or about September 7, 2015, Grantee submitted a City of Denton Incentive Application ( "Grant Application ") shown in Exhibit "B" concerning the contemplated use and development of the Property in order to request economic development incentives to defray a portion or all of the costs of the development, construction and operation of the Project pursuant to the Act; and WHEREAS, the Grant Application was reviewed by the Economic Development Partnership Board ( "EDP board ") in accordance with the City of Denton's Tax Abatement and Incentive Policy on October 14, 2015 and the EDP board found the Project meets the qualifications for tax incentives and recommended approval of the incentives as outlined herein; and WHEREAS, the City intends to provide Grantee with economic development incentives subject to the terms herein until the earlier of the following: (1) 25 years; or (2) the combined principal amount of $28 million and interest payment of $26 million for a total aggregate amount of $54 million is reached; and WHEREAS, the City Council of the City of Denton hereby finds that the contemplated use and development of the Property, the proposed improvements provided for herein, and the other terms and conditions of this Agreement, will promote economic development, increase employment, and stimulate business and commercial activity within the City of Denton for the benefit of the public and therefore meets the requirements under Chapter 380 of the Texas Local Government Code; and WHEREAS, the City Council of the City of Denton further finds that the proposed Project on the Property will promote tourism and the convention and hotel industry and therefore meets the requirements under Chapter 351 of the Texas Tax Code; and NOW, THEREFORE, the City and Grantee for and in consideration of the Property and the promises contained herein do hereby contract, covenant and agree as follows: I. DEFINITIONS "Approved Franchise" means a franchise agreement approved by the City with an Approved Franchisor whereby O'Reilly Hotel Partners — Denton, LLC is permitted to operate the hotel and restaurant using the name and reservation system of any Approved Franchisor. "Approved Franchisor" means, initially, an Embassy Suites and a Houlihan's Restaurant and Bar; provided that, from and after the date the hotel opens for business to the public throughout the term of the Approved Franchise and in the event, after the expiration of the Approved Franchise, another franchise is entered into, such term after approval by the City within the City's sole discretion, shall also include a national or 2 international hotel franchisor for a Comparable Hotel Property and /or a national or international restaurant franchisor for a specific restaurant product of the same or higher quality than Houlihan's Restaurant and Bar. "Capital Investment" means the total actual capital cost to Grantee for the acquisition of land, development, and construction of the Project, including a reasonable capital operating reserve, and the furniture and equipment installed at the Project. "City HOT Returns" means City of Denton Hotel/Motel Occupancy Tax Reports on which the Grantee or other persons report and remit City of Denton hotel occupancy taxes imposed under Chapter 351 of the Texas Tax Code on amounts paid for hotel rooms in the Proj ect. Such Reports shall be submitted by the Grantee the first week of each month using the prior month's data and shall be in the form attached as Exhibit "C" hereto. "Comparable Convention Center" means the operation and maintenance of the Convention Center in a manner such that its condition shall demonstrate refined, high quality, and fully functional appointments; furniture, fixtures, and equipment; exterior and interior finishes; landscaping; and mechanical, electrical, and structural components consistent with convention centers of comparable size and operation within the State of Texas that are affiliated with Comparable Hotel Properties. For the purposes of this Economic Development Agreement, the term Comparable Convention Center shall include, as of the Effective Date (but which may not be included in the future if such properties no longer meet the definition of "Comparable Convention Centers "), the San Marcos, Texas, convention center and the Frisco, Texas, convention center. The City reserves the right to inspect the Convention Center in the Project from time to time as necessary to maintain compliance herein. "Comparable Hotel Properties" means a hotel that (1) is a full- service, "convention - oriented hotel" (not including so- called "budget" or "limited service" hotels or motels) or, (2) has at least two hundred fifty (250) keys, (3) contains features, finishes, and amenities that are available in hotels of similar age that are at all times during the term of this Economic Development Agreement, maintained so as to be considered an upscale, full- service, "convention- oriented" or full - service hotel, as applicable, that is operated and maintained according to standards similar to those of the Embassy Suites brand as such brand standards exist on the Effective Date of this Agreement, and (4) is located within the State of Texas. For the purposes of this Economic Development Agreement, the term Comparable Hotel Properties shall include, as of the Effective Date (but which may not be included in the future if such properties no longer meet the definition of "Comparable Hotel Properties "), Embassy Suites —San Marcos, Texas and Embassy Suites Frisco, Texas. "Convention Center" means an upscale convention center facility of approximately 70,000 square feet in size under roof, containing meeting space of approximately 37,850 square feet that will accommodate conventions with up to 650 people and a grand banquet room that will accommodate up to 1,750 people for banquet -style events, and related improvements, including landscaping, the required parking spaces as determined by the City's development standards, and required infrastructure. The convention center facility 3 shall be managed in whole or part by the City and shall be primarily used to host conventions and meetings. "Force Majeure" means any contingency or cause beyond the reasonable control of a party including, without limitation, acts of God or the public enemy, acts of terrorism, war, riot, civil commotion, insurrection, government or de -facto governmental action (unless caused by acts or omissions of the party), fires, explosions, rain or other weather delays, floods, strikes, slowdowns or work stoppages. "Full- service Hotel" means mid - price, upscale or luxury hotel with a restaurant, lounge facilities, and meeting space as well as minimum service levels including bell service and room service. "Hotel" means a building in which members of the public obtain sleeping accommodations for consideration. "Improvements" mean the construction and equipping of the Property as set forth in the Grant Application, including but not limited to: (1) costs related to the development and improvement of the real estate, including, without limitation, construction costs and design and engineering costs; and (2) tangible personal property located on or at the Property owned or controlled by Grantee, excluding inventory, supplies, and vehicles. "Management Agreement" means the agreement between the City and O'Reilly Hotel Partners — Denton, LLC setting forth the parties' respective functions in managing the Denton Convention Center in whole or in part and as amended in writing. "Monthly Sales Tax Report" means the monthly report received from the Texas State Comptroller that shows the amount of total taxable sales for a month period. "Restaurant" means a Houlihan's Restaurant and Bar, or another restaurant and bar of similar or higher quality and style, that will be located on the hotel site. "Sales Tax" means the 1% general municipal sales and use taxes imposed by the City of Denton pursuant to Section 321.103(a) of Texas Tax Code and 0.5% additional municipal sales and use tax imposed by the City of Denton from property tax reduction pursuant to Section 321.103(b) of the Texas Tax Code and arising (i) from any person's collection of sales taxes as a result of sales of taxable items consummated at the Project during the term of this Agreement, (ii) from any person's payments to vendors or directly to the Texas Comptroller of Public Accounts of City Sales Taxes on purchases of taxable items consummated at the Project during the term of this Agreement, and (iii) from City Sales Taxes paid by any person in connection with the construction or equipping of the Project. "Texas Comptroller of Public Accounts' Monthly Sales Tax Report" means reports from the Comptroller to the City as provided in Section 321.3022 of the Texas Tax Code that identify amounts paid from the Comptroller to the City, by period, of Sales Taxes. If M during the term of this Agreement, due to a change in law or policy the Comptroller ceases providing such reports with respect to the Sales Taxes, "Texas Comptroller of Public Accounts' Monthly Sales Tax Report" means alternative documentation that the Parties agree establishes the amounts of Sales Taxes received by the City. "Texas Direct Payment Permit" means that permit issued by the State of Texas authorizing Grantee to self - assess and pay applicable state and local use taxes directly to the State of Texas related to selected portions of Grantee's taxable purchases. "Three Diamond Rating" means a Three Diamond Rating under the AAA Diamond Rating Process or if the AAA Diamond Rating Process is not available, a comparable rating under the successor rating process; provided however, that in no event shall the hotel be operated in a manner that falls below the standard or quality of a Comparable Hotel Property. In no circumstance shall the Three Diamond Rating result in a standard with respect to the design, development, construction, furnishing, opening and operation of the hotel which is less than what would be required of by Three Diamond Rating as it exists of the Effective Date. "Upscale Condition" means, with respect to the Hotel, the operation and maintenance of the Hotel in a manner such that their condition shall demonstrate refined, high quality, and fully functional appointments; furniture, fixtures, and equipment; exterior and interior finishes; landscaping; and mechanical, electrical, and structural components consistent with Comparable Hotel Properties, normal wear and tear excepted, that is consistent with the standards of operations and operating plans necessary to obtain a Three Diamond Rating. The City reserves the right to inspect the Project and Property from time to time to determine compliance herein. "Upscale Manner" means the process of developing, designing, constructing, and maintaining the Convention Center, Hotel, and Restaurant as required so they will exist in an Upscale Condition. "Use Tax Certificate" means a certificate or other statement in a form acceptable to the City setting forth the Grantee's collection of use tax imposed by the City and received by the City from the State of Texas, for the use of taxable items (tangible personal property or taxable services) by Grantee at the Property for the applicable grant period which are to be used to determine Grantee's eligibility for a Grant, together with such supporting documentation required herein, and as the City may reasonably request. II. GRANT CONDITIONS A. Grantee covenants and agrees with the City that the City's obligations under this Agreement are subject to the fulfillment of the Grantee's obligations under this Agreement, and Grantee hereby agrees to perform and comply in all material respects to the terms, conditions, and provisions of this Agreement and in all other instruments and agreements between Grantee and the City with respect to the financial or other incentives provided herein. B. Improvements to the Property shall be made in substantial compliance with the description of the Project as set forth in the Grant Application. The City expressly is not obligated in any way to payment of costs and fees for the Improvements, and is only agreeing to the payments as described herein. The kind and location of the Improvements is more particularly described in the Grant Application. For the construction of Improvements and /or remodeling of existing improvements, Grantee shall comply with all City of Denton Code of Ordinances, the regulations of the Rayzor Ranch Overlay District, the City's Tax Abatement and Incentive Policy, Texas Department of Transportation Regulations and any other applicable federal, state, and local law. C. Grantee shall collaborate with the City to jointly select the name of the Convention Center as a whole or for any portion thereof. D. Notwithstanding anything contained in this Agreement to the contrary, no grant or payment shall be made to the Grantee under this Agreement unless and until Grantee has completed the Improvements to the Property no later than 30 months after the start of construction, subject to force inajeure delays as outlined herein, including but not limited to a 285 -318 room Full - Service Hotel with an Approved Franchisor, an approximately 70,000- square -foot Convention Center, and a Restaurant with an Approved Franchisor. As a grant condition, Grantee shall provide a total Capital Investment for the development of the Project of at least $80 million. Grantee is responsible for cooperating in the provision of any receipts or books to determine compliance with this section until Improvements are verified as completed. The Capital Investment shall generate a minimum increase in assessed real estate Improvements and business personal property valuation on the Property over the existing 2015 valuation in the amount of $20 million as a condition of the delivery of the Grant payments. Land and Inventory valuations are not included in the grant incentive calculations. E. Grantee shall continuously operate and maintain the Convention Center, Hotel, and Restaurant in an Upscale Manner for the term of this Agreement. Grantee's obligation to operate and maintain the Convention Center, Hotel, and Restaurant in an Upscale Manner shall survive the expiration of this Agreement and any such assignment of this Agreement authorized by Sec. 6.M. herein shall cause such assignee to be obligated to operate and maintain the Convention Center, Hotel and Restaurant in an Upscale Manner. 0 F. Grantee agrees that any incentive involving the use of Hotel Occupancy Tax funds shall be expended in a manner directly enhancing and promoting tourism and the convention and hotel industry and only as permitted by Chapter 351 of the Texas Tax Code, as amended. Grantee also acknowledges that while not anticipated to occur, if it is found by a court of competent jurisdiction or other official administrative body that the City does not have the legal authority to enter into this Agreement regarding the use of the Hotel Occupancy Tax, then such determination shall cause the incentive involving the use of Hotel Occupancy Tax funds to cease under this Agreement. The termination of this incentive shall not affect the other terms of this Agreement not related to the same. G. Grantee acknowledges and understands that the City shall provide certain management functions of the Convention Center in order for the Grantee to receive the Hotel Occupancy Tax Grant, including visitors' programs and activities pursuant to the terms of this Agreement. In the event that the City ceases to provide certain management functions, any incentive involving the Hotel Occupancy Tax funds shall cease. The City shall continue to provide limited management functions referred to in the Management Agreement for the term of the Management Agreement, unless a default occurs thereunder, with such functions not to be unreasonably withheld. A copy of the Management Agreement between Grantee and the City is attached as Exhibit D to this Agreement for reference. H. Grantee shall use good faith efforts to hire qualified residents of the City of Denton to work at the Project, consistent with business needs and its commitment to equal opportunity and subject to all applicable local, state and federal employment laws. Moreover, Grantee shall use a good faith effort to hire local Denton contractors and suppliers in constructing the Project where qualified and available. L Grantee shall be duly authorized and existing under U.S. law and is in good standing under such laws, and shall be registered to do business in the State of Texas. J. The Project is not exempt from the payment of PID assessments levied on the Property. The City acknowledges that Grantee and the previous owner of the Property, RED Development LLC ( "RED "), have executed an indemnity agreement whereby RED shall indemnify Grantee for any PID assessment due and owing on the Property. Grantee acknowledges that this separate agreement has no binding effect on the City and the City shall not be required to collect PID assessments directly from RED. K. Neither the Property nor any of the Improvements to the Property are owned or leased by any member of the City Council, nor any member of the City Planning and Zoning Commission. L. This Agreement is subject to rights of holders of outstanding bonds of the City, if any. M. In the event of any conflict between the City of Denton Code of Ordinances and federal, state, or other local regulations, and this Agreement, such ordinances and /or 7 regulations shall control; provided that, if there is a subsequent amendment to include any design criteria other than what was in the original Grant Application and to the extent it conflicts with criteria solely involving design in the Rayzor Ranch Overlay, then this Agreement, as amended, shall control. N. In accordance with Chapter 2264 of the Texas Government Code, Grantee shall not knowingly employ any person for or at the Project who is not lawfully admitted for permanent residence to the United States or who is not authorized under law to be employed in the United States ( "Undocumented Worker "). During the term of this Agreement, Grantee shall notify City of any complaint brought against Grantee alleging that Grantee has knowingly employed Undocumented Workers. In the event that Grantee is convicted of a violation under federal law, grant payments shall be terminated. III. TERMS OF GRANT A. Subject to and in exchange for Grantee's compliance with the terms and conditions of this Agreement and any federal, state, or local law, the City hereby agrees to, as an incentive, make the following Grant payments for a maximum of 25 years or until the combined principal amount of $28 million and interest payment of $26 million for a total aggregate amount of $54 million is reached, whichever comes first. The methodology for establishing Grant payments is as follows: 1. An annual grant beginning the first February 1st following the first January lst tax appraisal after receipt by Grantee of the certificate of occupancy for the Convention Center, Hotel, and Restaurant on the Property of lawfully available funds equal to One Hundred Percent (100 %) of ad valorem taxes collected and verified by the City for the prior tax year, exclusive of the taxable value of the underlying land or any increase in taxable value attributable to underlying land (the "City Ad Valorem Tax Grant "). The Ad Valorem Tax Grant shall be paid on or before 60 days after the City's receipt of all ad valorem taxes for the Property for the applicable tax year. The taxable assessed value shall be determined by the Denton County Appraisal District. Such grant shall be subject to annual appropriation by the City Council of the City in the annual budget and the City's obligations under this Agreement shall not constitute a general obligation of the City or indebtedness under the Constitution or laws of the State of Texas. 2. Quarterly grants after the conclusion of each calendar quarter beginning with the calendar quarter that includes the receipt by Grantee of the certificate of occupancy for the Convention Center, Hotel and Restaurant on the Property, of lawfully available funds in an amount equal to One Hundred Percent (100 %) of the City's Hotel Occupancy Tax attributable to amounts paid for hotel rooms on the Property for such calendar quarter, determined with reference to the City HOT Returns (the "Hotel Occupancy Tax Grant "). The Hotel Occupancy Tax Grant shall be paid on or before 60 days after the later of (i) the City's receipt of the City HOT Returns for all periods in a quarter and (ii) the City's receipt of the City HOT Report (in the for attached as Exhibit C hereto) for all periods in a quarter. 3. Quarterly grants after the conclusion of each calendar quarter beginning with the calendar quarter that includes the receipt by Grantee of the certificate of occupancy for the Convention Center, Hotel and Restaurant on the Property, of lawfully available funds in an amount equal to one hundred percent (100 %) of the City's Sales Tax received each quarter from the Project (the "Sales Tax Grant "), as established by the Texas Comptroller of Public Accounts' Monthly Sales Tax Report. The Sales Tax Grant shall be paid on or before 60 days after the later of (i) the City's receipt of the Texas Comptroller of Public Accounts' Monthly Sales Tax Report for all periods in a quarter that identify amount of Sales Taxes for all months of a quarter and (ii) the City's receipt of the Sales Tax for all periods in a quarter. Grantee agrees to provide the City any necessary forms required for release of this information for the verification of grant payments. Such grant shall be subject to annual appropriation by the City Council of the City in the annual budget and the City's obligations under this Agreement shall not constitute a general obligation of the City or indebtedness under the Constitution or laws of the State of Texas. B. A quarterly grant (the "Construction Sales and Use Tax Grant ") during the period of Construction of the Project, from lawfully available funds, in an amount equal to One Hundred Percent (100 %) of Sales Tax receipts, up to a maximum of $850,000.00, collected by the City of Denton on construction materials and furniture, fixtures, and equipment purchased for the development of the Property as set forth in the Texas Direct Payment quarterly sales tax returns submitted by Grantee to the Texas Comptroller of Public Accounts and verified by the City of Denton's Finance Department. Upon reaching a cumulative Construction Sales and Use Tax Grant maximum of $850,000.00, the quarterly grant will be reduced to Fifty Percent (50 %) of the Sales Tax receipts for the same. The Construction Sales and Use Tax Grant shall be paid on or before 60 days after the later of (i) the City's receipt of the Texas Direct Payment Report for all periods in a quarter that identify amount of Sales Taxes for all months of a quarter and (ii) the City's receipt of the Sales Tax for all periods in a quarter. Grantee shall submit the Texas Application for Direct Payment Permit in the form of Exhibit "E" to the Texas Comptroller of Public Accounts. C. The above referenced City Ad Valorem Tax Grant, Hotel Occupancy Tax Grant, Sales Tax Grant, and Construction Sales and Use Tax Grant may be collectively referred to as the "Grants." D. The City's obligation to pay the payments provided in this Agreement is subject to the fulfillment of the General Conditions set forth in Article 11 above. E. Grantee shall have the right to protest and contest any or all appraisals or assessments by the Denton County Appraisal District for the Property, the Improvements or any other tangible personal property owned or controlled by Grantee and located on the Property. The final amount of the Ad Valorem Tax Grant shall be based upon final 0 assessed values after any such protest or contest. The portion of the Ad Valorem Tax Grant corresponding to any taxable assessed values in dispute or under protest with the Denton Central Appraisal District shall be withheld from the annual grant until such protest or dispute has been resolved. Once resolved, the City shall pay any amounts corresponding to the final taxable assessed value as settled, and not previously paid, in the next following annual Ad Valorem Tax Grant. IV. RECORDS, AUDITS, AND EVALUATION OF PROJECT A. The City shall inspect the Convention Center from time to time to determine compliance with the operation of the Convention Center in the manner described herein and consistent with the Property's zoning, overlay, and other City of Denton ordinances. B. The City shall inspect the Hotel property from time to time to determine compliance with the operation of the Hotel in the manner described herein and consistent with the Property's zoning, overlay, and other City of Denton ordinances. C. Grantee shall provide access and authorize inspection of the Property by authorized City employees and allow sufficient inspection of financial information for the limited purpose of insuring that the Improvements are made according to the specifications and conditions of this Agreement. Such inspections shall be in addition to, and not in place of, any inspections required by City ordinance by the City in its governmental capacity for construction of the Improvements. The financial information shall include, without limitation, an inventory listing the kind, number, and location of and the total appraised value of all Improvements to the property, including the appraised value of all buildings and other structures and permanent improvements installed, renovated, repaired or located on the Property. D. Grantee shall deliver to the City no later than January 1 of each year during the term of this Agreement, a Certificate of Compliance utilizing the form attached as Exhibit "F ". The form is subject to revision by the City provided that such revision does not materially change Grantee's rights or obligations under this Agreement. In the Certificate of Compliance, Grantee shall warrant to the City that it is in full compliance with each of its obligations under this Agreement. The City and /or its representative(s), including third- parties contracted by the City, shall have the right to inspect all relevant records of Grantee as are reasonably necessary to verify compliance with all requirements of this Agreement. Such inspections shall be preceded by at least a one (1) week written notice to Grantee and shall not unreasonably interfere with Grantee's business activities. E. Quarterly and Annual Grant payments are predicated on Grantee's submission of and the City's verification of the Certificate of Compliance by January 1 of the applicable grant year. The City is not obligated to make any payments under this Agreement if Grantee fails to timely submit its Certificate of Compliance. If Grantee does not timely submit an annual Certificate of Compliance, within thirty (30) days from the date due after receiving a written notice from the City, the annual Ad Valorem Tax Grant, 10 the quarterly Hotel Occupancy Tax Grant, Sales Tax Grant, and Construction Sales and Use Tax Grant will be forfeited for that year. Upon timely compliance with submission of the Certificate of Compliance the following January 1 of the next year, the annual Ad Valorem Tax Grant, the quarterly Hotel Occupancy Tax Grant, Sales Tax Grant, and Construction Sales and Use Tax Grant shall resume, according to their terms. If Grantee fails to submit a timely Certificate of Compliance for two consecutive years regardless of a cure, this Agreement shall terminate. V. DEFAULT A. Each of the following shall constitute an Event of Default under this Agreement: Failure of the Grantee to continuously maintain and operate the Property to the standard of a Comparable Hotel Property for the term hereof and the Grantee does not cure such failure within one hundred twenty (120) days after written notice from the City to the Grantee describing such failure, or if such failure cannot be cured within such 120 -day period in the exercise of all due diligence, then if the Grantee fails to commence such cure within such 120 -day period or fails to cure such default within a reasonable time after the expiration of the first one hundred twenty (120) -day period, in no event to exceed three hundred sixty five (365) days after the written notice of default. 2. Failure to comply with the terms of the Management Agreement between the City and O'Reilly Hotel Partners — Denton, LLC for the management of the Denton Convention Center. 3. Any warranty, representation or statement made or furnished to the City by or on behalf of Grantee under this Agreement that is false or misleading in any material respect, either now or at the time made or furnished. Provided that, if Grantee learns that any such warranty, representation or statement has become false or misleading since the time that it was made, then Grantee shall provide written notice to the City of the false and misleading nature of such warranty, representation or statement within ten (10) calendar days 4. The dissolution or termination of Grantee's existence as a going business, Grantee's insolvency, appointment of receiver for any part of the Property, any assignment of all or substantially all of the assets of Grantee for the benefit of creditors of Grantee, any type of creditor workout for Grantee, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantee. 5. Grantee's failure to fulfill the Grant Conditions set forth in Article 11 herein. 11 6. Grantee allowing property taxes owed to the City, Denton County, or Denton Independent School District to become delinquent and failing to cure the same within thirty (30) days after receipt of written notice thereof from the City and or Denton Central Appraisal District. 7. An expenditure, by the Grantee, of Hotel Occupancy Tax Grant funds for a purpose not authorized by Chapter 351, Texas Tax Code, as amended. In the event the City determines that Grantee has made an improper or illegal expenditure of Hotel Occupancy Tax Grant funds, Grantee must, no later than thirty (30) days after receipt of written notification from the City, reimburse the City in an amount equal to the improper expenditure, plus interest at the rate of 5 %. Grantee's failure to make reimbursement will constitute a default of this agreement. The City shall have no liability in connection thereof. 8. Failure of Grantee to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any documents generated or otherwise created attendant to this Agreement or in any way related to this Agreement ( "Related Documents "), or failure of Grantee to comply with or to perform any other term, obligation, covenant or condition contained in any other agreement between the City and Grantee, fails to cure such failure within thirty (30) days after receipt of written notice from the City describing such failure, or if such failure cannot be cured within such 30 -day period in the exercise of all due diligence, then if Grantee fails to commence such cure within such 30 -day period or fail to continuously thereafter diligently prosecute the cure of such failure. B. Upon the occurrence and continuance of a default of this Agreement, the City may pursue any legal or equitable remedy or remedies, including, without limitation, specific performance or damages, (including reasonable attorneys' fees), and City may terminate this Agreement by giving written notice of such termination to Grantee; and, this Agreement shall terminate as of the date specified in such notice (which date shall be on or after the date of the notice of termination). If any Event of Default shall occur and Grantee fails to cure such default as provided herein, all commitments of the City under this Agreement, including without limitation, all Grant payments shall immediately terminate with respect to the year or quarter in which notice of the Event of Default is given and for all future years or quarters. Additionally, Grantee shall be obligated to repay the City an amount equal to one hundred percent (100 %) of all previous payments made by the City under this Agreement to the Grantee in the preceding compliance year. If Grantee is required to reimburse the City these amounts hereunder, the City shall notify the Grantee in writing of the amount to be repaid, and shall direct them to pay such amount directly to the City. All such amounts due hereunder shall be due upon demand by the City and if not paid within thirty (30) days following written demand hereunder, the unpaid amount due hereunder shall bear interest at the rate of 5% per annum after demand until paid. All remedies of the City under this Agreement shall be cumulative. 12 VI. GENERAL PROVISIONS A. All improvements to the Property shall be consistent with all federal, state and local law including the Denton Code of Ordinances as well as any other regulations or plans relative to the Property. This Agreement does not constitute a waiver by the City of any development ordinances or conditions. Further, Grantee acknowledges that by executing this Agreement, no entitlement or agreements concerning zoning or land use shall arise, either implied or otherwise. B. Grantee shall complete construction of all improvements to the Property within the timeframes provided for in this Agreement. Notwithstanding the foregoing, Grantee shall have such additional time to complete the Improvements as may be required in the event of Force Maj eure if Grantee is diligently and faithfully pursuing completion of the Improvements. In the event that Grantee requires additional time due to an event of Force Majeure, such additional time shall not exceed 180 days, unless otherwise approved by City Council. C. GRANTEE SHALL INDEMNIFY, SAVE, DEFEND AND HOLD HARMLESS THE CITY, ITS ELECTED OFFICIALS, OFFICERS, AGENTS, ATTORNEYS, EMPLOYEES, AND SUBCONTRACTORS (COLLECTIVELY, THE "INDEMNITEES ") FROM AND AGAINST ANY ADMINISTRATIVE OR INVESTIGATIVE PROCEEDING BY ANY GOVERNMENTAL AUTHORITY DIRECTLY OR INDIRECTLY RELATED, TO A CLAIM, DEMAND, ACTION OR CAUSE OF ACTION, ARISING FROM GRANTEE'S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER. GRANTEE FURTHER INDEMNIFIES, SAVES, DEFENDS, AND HOLDS HARMLESS INDEMNITEES FROM ANY AND ALL LIABILITIES, CLAIMS, LOSSES, COSTS OR EXPENSES (INCLUDING ATTORNEY'S FEES, COURT COSTS, EXPERT WITNESS FEES) THAT ANY INDEMNITEES SUFFER OR INCUR AS A RESULT OF ANY OF THE FOREGOING, AS WELL AS ANY AND ALL LIABILITIES, CLAIMS, LOSSES, COSTS, OR DAMAGES ARISING OUT OF (1) ANY NEGLIGENT ACT OR OMISSION, ANY GROSS NEGLIGENCE OR ANY RECKLESS OR WILLFUL MISCONDUCT BY GRANTEE OR ITS OFFICER, DIRECTOR, AGENT, OR EMPLOYEE, AND (2) THE NON - PERFORMANCE OF GRANTEE'S OBLIGATIONS WHETHER NEGLIGENT, GROSSLY NEGLIGENT, RECKLESS OR WILLFUL, AND (3) ANY ACTION TAKEN BY GRANTEE OR ON BEHALF OF GRANTEE THAT IS NOT PERMITTED BY OR PURSUANT TO, THE PROVISIONS OF THIS AGREEMENT OR REASONABLY NECESSARY TO CARRYING OUT LENDER OR GRANTEE DUTIES.S. D. 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 13 and signed by the party or parties sought to be charged or bound by the alteration or amendment, and in the case of the City, approved by its governing body. E. 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 Denton County, Texas. Venue for any action arising under this Agreement shall lie in Denton County, Texas. F. The signatories hereto shall be subject to all ordinances of the City, whether now existing or in the future arising. This Agreement shall confer no vested rights, as defined and referenced in Chapter 245 of the Texas Local Government Code, as amended, on the Property or Grantee. G. This Agreement shall become a binding obligation on the signatories upon execution by all signatories hereto, including their respective successors and assigns and upon all future owners of the Property. The City warrants and represents that the individual executing this Agreement on behalf of the City has full authority to execute this Agreement and bind the City to the same. Grantee warrants and represents that the individual executing this Agreement on its behalf has full authority to execute this Agreement and bind Grantee to same. H. In the event any provision of this Agreement shall be determined by any court of competent jurisdiction to be invalid or unenforceable, the Agreement shall, to the extent reasonably possible, remain in force as to the balance of its provisions as if such invalid provision were not a part hereof. L All notices required to be given under this Agreement shall be given in writing and shall be effective when actually delivered or when deposited in the United States mail, first class, postage prepaid, addressed to the party to whom the notice is to be given at the addresses shown below. Notices may be given via facsimile at the numbers below. Any party may change its address or fax no. for notices under this Agreement by giving written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, each party agrees to keep the other informed at all times of its current address and fax number. GRANTEE: Tim O'Reilly O'Reilly Hospitality Management, LLC 2808 S. Ingram Mill Road, Building C100 Springfield, MO 65804 CC: David O'Reilly O'Reilly Wooten Offices 2831 S. Ingram Mill Road 14 Springfield, MO 65804 CITY: City Manager City of Denton 215 E. McKinney Denton, Texas 76201 J. Time is of the essence in the performance of this Agreement. K. Grantee represents that this Agreement is entered into by Grantee pursuant to authority granted by its Board of Directors to its Managing Director. A copy of a corporate resolution of Grantee, authorizing this Agreement is attached hereto and made a part hereof as Exhibit "G ". L. This Agreement is authorized by the City Council of the City at its meeting on the 27th day of October, 2015, authorizing the City Manager to execute this Agreement on behalf of the City. A copy of the City Council's ordinance authorizing this Agreement is attached hereto and made a part hereof as Exhibit "H ". M. Except as provided herein, this Agreement may not be assigned or transferred in whole or in part without the prior written approval of the parties, which shall not be unreasonably withheld. This Agreement may be assigned in whole by Grantee, with prior written approval of the City, for the limited purpose of merging or otherwise transferring assets to an entity sharing a degree of ownership or control with Grantee. The assignment, whether in whole or in part, will not take effect until City is provided written notice of such assignment and a copy of same. A permitted assignment by any Party of its interests in this Agreement shall not relieve the assigning Party from its obligations under this Agreement unless the non - assigning Party shall expressly consent in writing to any such release. Any assignee of any Party's rights under this Agreement, as a condition of such assignment, shall execute an assumption of the assigning Party's duties and obligations under this Agreement, including the obligations set forth in Article II herein upon the Grantee's assignment or transfer of this Agreement to any other party, such assumption to be in form reasonably acceptable to the other Parties to this Agreement. N. Grantee hereby agrees construction of the authorized public improvements as set forth in the PID and the dedication of those improvements and any corresponding public access easements to the City is roughly proportional to the need created by the development on the Property within the PID, and Grantee hereby waives any claim therefore that it may have in regards to such improvements. Grantee further acknowledges and agrees that all prerequisites to such a determination of rough proportionality have been met, and that any costs incurred relative to said construction and dedication are related both in nature and extent to the impact of the Project. Grantee further agrees to waive and release all claims it may have related to any and all rough proportionality and individual determination requirements mandated by the United States Supreme Court in Dolan v. City 15 of Tigard, 512 U.S. 374 (1994), and its progeny, and Chapter 212 of the Texas Local Government Code, as well as any other requirements of a nexus between development conditions and the projected impact of this Project. O. It is agreed by the parties to this Agreement that the terms of this Agreement are not intended to and shall not be deemed to create any partnership or j oint venture among parties. The City, its past and future officers, elected officials, employees, and agents expressly do not assume any responsibilities or liabilities to any third party in connection with the Project or the design, construction, or operation of any portion of the Improvements. P. Any party hereto may request an estoppel certificate from another party hereto, but no more frequently than annually, upon written request by the other Party not less than ten (10) business days prior to the need for such certificate, and so long as the certificate is requested in connection with a bona fide business purpose. The requesting Party shall execute, acknowledge and deliver to O'Reilly Hotel Management, LLC, or the City, as the case may be, a statement in writing certifying one or more of the following: (a) the remaining term of this Agreement, (b) that this Agreement is unmodified and in full force and effect (or if there have been any modifications, that the same is in full force and effect as modified and stating the modifications), (c) the number of years remaining for the payment of Grant Payments (d) the Grant Payments remitted to date, and (e) that, to the then current actual knowledge, without independent investigation of Party, no default hereunder on the part of the other Party exists, except that if any such default does exist, the certifying Party shall specify such default. Q. Notwithstanding anything to the contrary herein, Grantee acknowledges and agrees that this Agreement is subject to the provisions of Subchapter I of Chapter 271 of the Texas Local Government Code, as amended, and therefore limits any recovery from suit based on adjudicating claims for breach of this Agreement; however, such acknowledgement does not waive any defenses that the City may bring in the event of suit, including a defense of immunity. R. The City designates this Agreement as a revenue sharing agreement, thereby entitling the City to request sales tax information from the Comptroller pursuant Section 321.3022 of Texas Tax Code. However, Grantee shall cooperate in the provision of any forms necessary for the City to obtain such information, if requested. Grantee acknowledges that this Agreement is subject to the requirements of the Texas Public Information Act, pursuant to Chapter 552, Texas Local Government Code. Should information be requested concerning this Agreement by any person, regardless of whether the City seeks an opinion from the Texas Attorney General to withhold such information, the City may release said information without penalty or liability. This section shall survive termination of this Agreement for any reason whatsoever. This Agreement shall be effective as of the last date of signature of a party hereto as evidenced by the acknowledgment date for such signature (the "Effective Date "). 16 CITY OF DENTON, TEXAS M GEORGE C. CAMPBELL CITY MANAGER ATTEST: JENNIFER WALTERS CITY SECRETARY I:• APPROVED AS TO FORM: ANITA BURGESS CITY ATTORNEY I: O'REILLY HOTEL PARTNERS — DENTON, LLCa Missouri Limited Liability Company LOW Its: 17 ACKNOWLEDGMENTS STATE OF TEXAS COUNTY OF DENTON The foregoing Economic Development Agreement was executed before me on the day of 12015 by George C. Campbell, City Manager of the City of Denton, Texas, a Texas municipal corporation, on behalf of said Municipal Corporation. Name: Notary Public in and for the State of Texas STATE OF TEXAS COUNTY OF DENTON The foregoing Economic Development Program Agreement was executed before me on the day of , 2015 by of O'Reilly Hotel Management, LLC., on behalf of said corporation. Name: Notary Public in and for the State of Texas In EXHIBIT A PROPERTY LEGAL DESCRIPTION 19 Q 0 N 0 12 0 0 0 METES AND BOUNDS DESCRIPTION Convention Center Tract BEING a 11.951 acre tract situated in the B. B. B & C. R. R. Survey, Abstract Number 192, Denton County, Texas, being a portion of the tract of land described as Tract One in the deed to Allegiance Hillview, L.P. recorded in Document Number 2006 - 41743, Deed Records of Denton County, Texas and a portion of the tract of land described in the deed to DB Denton II, LLC recorded in Document Number 2010 - 74478, Deed Records of Denton County, Texas said 11.951 acre tract of land being more particularly described as follows: COMMENCING at a point in the easterly right —of —way line of Interstate Highway 35 (a variable width right —of —way) for the southwesterly corner of the tract of land described in the deed to DB Denton ll, LLC recorded in Document Number 2010 - 74478, Deed Records of Denton County, Texas; THENCE with the southerly line of said DB Denton ll, LLC tract the following: North 73' 36' 21 " East a distance of 121.73 feet to a point; South 17' 16' 37" East a distance of 15.00 feet to a point; North 73' 36' 21 " East a distance of 99.88 feet to the point of curvature of a curve to the right having a radius of 485.00 feet; Northeasterly along said curve through a central angle of 12' 18' 37" an arc distance of 104.21 feet with a chord bearing of North 79' 45' 39" East and a chord distance of 104.00 feet to the POINT OF BEGINNING; THENCE departing the southerly line of said DB Denton II, LLC tract North 16' 23' 26" West a distance of 217.87 feet to a point; THENCE North 73' 13' 43" East a distance of 364.79 feet to a point; THENCE North 00' 56' 56" East a distance of 69.07 feet to a point; THENCE South 89' 03' 00" East a distance of 384.45 feet to the beginning of a non — tangent curve to the right having a radius of 38.25 feet; THENCE Southeasterly along said curve through a central angle of 90' 00' 04" an arc distance of 60.08 feet with a chord bearing of South 44' 03' 05" East and a chord distance of 54.09 feet to the end of said curve; THENCE South 00' 56' 58" West at a distance of 362.89 feet passing the southerly line of said DB Denton II, LLC tract in all a total distance of 688.23 feet to a point; THENCE South 73' 33' 31 " West a distance of 572.34 feet to a point; THENCE North 16' 23' 26" West a distance of 533.72 feet to the POINT OF BEGINNING; CONTAINING a computed area of 11.951 acres (520,592 square feet) of land. EXHIBIT 'A' B000056.004 PAGE 1 OF 7 A drawing of even date accompanies this metes and bounds description. CONVENTION CENTER TRACT B. B. B. & C. R. R. SU RVEY OCTOBER 28, 2015 ................................ ............................... ABSTRACT NO. 192 Mkv Zc Aw DUNAWA y CITY OF DENTON 550 Bailey Avenue • suite 401 • Fat worth, Texas 76107 D E NTO N COUNTY, TEXAS Tel: 817.335.1121 • FcDc:817.335.7437 FIRM REGISTRATION 10098100 0 `a m 0 w O ii Curve Table Curve Central a Radius Arc Chord Bearing Number Angle RAYZOR RANCH Length and Distance C1 12'18'37" 485.00' 104.21' N79'45'39 "E 104.00' TOF TOWN CL PO fA yZb R F N73'3621' "= 3121.7S1 DOCUMENT! B G N I N V 5-1 1,5.00' P INT OF COMMENCIN 2 L A a A � 2 Z TA 0 o� 7.G B000056.004 A metes and bounds description of even date accompanies this drawing. OCTOBER 28, 2015 A%; D U N AWA y 550 Bailey Avenue - Suite 400 - Fort Worth, Texas 76107 Tel: 817.335.1121 - Fax: 817.335.7437 FIRM REGISTRATION 10098100 a s�R .� �9 Z 11.951 ACRES' 1 LO &OgG �y0 520,692 SQUARE FEET) LLEGIANCE HIL LVIEW, L.P. TRACT ONE 2C ^6- -41743 _ 512.3, 51333'3 "w ALLEGIANCE HILLVIEW, L.P. TRACT ONE DOCUMENT NUMBER 2006 -41743 BLOCK 1 RAYZOR RANCH SOUTH 0 200' CABINEY Y, SLIDE 470 SCALE FEET EXHIBIT 'A' ' -- 200' PAGE 2OF7 CONVENTION CENTER TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY OF DENTON DENTON COUNTY, TEXAS v 0-= 90'00'04" aB DEN ON fi, Lt.(,- R -38 25 L =60.08' `a,, T BLOCK ,,)7 i�7 iL r % "`L01 N % NUMBER H ". S44'03'05 'E 54.49' RAYZOR RANCH RAYZOR RA'J /r 'iy;ir.. /..... TOWN CENTER TOWfd r ;E:NTE:� ,. DOCUMENT NUMBER DOuUfA ENT NUMBER S$9'03'00 "E - 2015 -180 2 015 - -180 „ ' 384.45' N00'56'56 "E '43 69.07' N13 �3q 19' DB DENTON 11, LLC Z 36 DOCUMENT NUMBER" TOF TOWN CL PO fA yZb R F N73'3621' "= 3121.7S1 DOCUMENT! B G N I N V 5-1 1,5.00' P INT OF COMMENCIN 2 L A a A � 2 Z TA 0 o� 7.G B000056.004 A metes and bounds description of even date accompanies this drawing. OCTOBER 28, 2015 A%; D U N AWA y 550 Bailey Avenue - Suite 400 - Fort Worth, Texas 76107 Tel: 817.335.1121 - Fax: 817.335.7437 FIRM REGISTRATION 10098100 a s�R .� �9 Z 11.951 ACRES' 1 LO &OgG �y0 520,692 SQUARE FEET) LLEGIANCE HIL LVIEW, L.P. TRACT ONE 2C ^6- -41743 _ 512.3, 51333'3 "w ALLEGIANCE HILLVIEW, L.P. TRACT ONE DOCUMENT NUMBER 2006 -41743 BLOCK 1 RAYZOR RANCH SOUTH 0 200' CABINEY Y, SLIDE 470 SCALE FEET EXHIBIT 'A' ' -- 200' PAGE 2OF7 CONVENTION CENTER TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY OF DENTON DENTON COUNTY, TEXAS Q 0 N 0 12 0 0 O METES AND BOUNDS DESCRIPTION Convention Center — DB Denton II, LLC Tract BEING a 6.159 acre tract situated in the B. B. B & C. R. R. Survey, Abstract Number 192, Denton County, Texas, being a portion of the tract of land described in the deed to DB Denton II, LLC recorded in Document Number 2010 - 74478, Deed Records of Denton County, Texas, also being situated in Lot 10, Block A, Rayzor Ranch Town Center, an addition to the City of Denton according to the plat recorded in Document Number 2015 -180, Plat Records of Denton County, Texas, said 6.159 acre tract of land being more particularly described as follows: COMMENCING at a point in the easterly right —of —way line of Interstate Highway 35 (a variable width right —of —way) for the southwesterly corner of said DB Denton II, LLC tract; THENCE with the southerly line of said DB Denton II, LLC tract the following: North 73° 36' 21 " East a distance of 121.73 feet to a point; South 17° 16' 37" East a distance of 15.00 feet to a point; North 73° 36' 21 " East a distance of 99.88 feet to the point of curvature of a curve to the right having a radius of 485.00 feet; Northeasterly along said curve through a central angle of 12° 18' 37" an arc distance of 104.21 feet with a chord bearing of North 79° 45' 39" East and a chord distance of 104.00 feet to the POINT OF BEGINNING; THENCE departing the southerly line of said DB Denton II, LLC tract North 16° 23' 26" West a distance of 217.87 feet to a point; THENCE North 73° 13' 43" East a distance of 364.79 feet to a point; THENCE North 00° 56' 56" East a distance of 69.07 feet to a point; THENCE South 89° 03' 00" East a distance of 384.45 feet to the beginning of a non — tangent curve to the right having a radius of 38.25 feet; THENCE Southeasterly along said curve through a central angle of 90° 00' 04" an arc distance of 60.08 feet with a chord bearing of South 44° 03' 05" East and a chord distance of 54.09 feet to the end of said curve; THENCE South 00° 56' 58" West a distance of 362.89 feet to a point in the southerly line of said DB Denton II LLC tract; THENCE with the southerly line of said DB Denton II LLC tract the following: South 77° 47' 38" West a distance of 36.00 feet to the point of curvature of a curve to the right having a radius of 1,015.00 feet; continued next page... EXHIBIT 'A' B000056.004 PAGE 3 OF 7 A drawing of even date accompanies this metes and bounds description. CONVENTION CENTER - DB DENTON II, LLC TRACT OCTOBER 28, 2015 ................................ ............................... B. B. B. & C. R. R. SU RVEY ABSTRACT NO. 192 Zc A%; DUNAWAY 550 Bailey Avenue • suite 401 • Fat worth, Texas 76107 CITY OF DENTON Tel: 817- 335 -1121 • Fmc:817.335 -7437 DENTON COUNTY, TEXAS FIRM REGISTRATK)NN 10098100 12 0 0 O Z 0 `a 0 w O ii Curve Table Curve Central aus Radius LOT 9, BLOCK A Chord Bearing Number Angle ....., Length and Distance C1 12 °18'37" 485.00' 104.21' N79 °45'39 "E 104.00' L �-A o m �s �G) A :L G O Z �i Uj U'A B000056.004 SO4J9ti ee e ��,c X01 P5 CENTER qT NUME 5 -180 58.25' '03'0: POINT OF COMMENT A metes and bounds description of even date accompanies this drawing. OCTOBER 28, 2015 A%; D U N AWA y 550 Bailey Avenue • Suite 400 • Fort Worth, Texas 76107 Tel: 817.335.1121 • Fax: 817.335.7437 FIRM REGISTRATION 10098100 �a S77'47'38 "W 36.00' 4.82' 431.51' SOUTH E 470 0 200' SCALE FEET 1 "= 200' PAGE 5OF7 CONVENTION CENTER - DB DENTON II, LLC TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY OF DENTON DENTON COUNTY, TEXAS ,rvuu�cr�o ` LOT 9, BLOCK A <:..... 69,07' „ _ _ ....., RAYZOR RANCH S89'03'00 "E 384:45' TOWN CENTER DOCUMENT NUMBER DB DENTON II, LLC 2015 -180 " DOCUMENT NUMBER 0, 2010 -74478 a4 RAYZOR RANCH 04 (0 N1 6'23'26 "W TOWN CENTER 217.V DOCUMENT, NNU /v1BER 3 56'21"E �?�1 --180; co 3` to 59 ACRES S17'1637 "E (26it,287 SOUkRE FEES) 0 15,00' POINT OF COMMENT A metes and bounds description of even date accompanies this drawing. OCTOBER 28, 2015 A%; D U N AWA y 550 Bailey Avenue • Suite 400 • Fort Worth, Texas 76107 Tel: 817.335.1121 • Fax: 817.335.7437 FIRM REGISTRATION 10098100 �a S77'47'38 "W 36.00' 4.82' 431.51' SOUTH E 470 0 200' SCALE FEET 1 "= 200' PAGE 5OF7 CONVENTION CENTER - DB DENTON II, LLC TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY OF DENTON DENTON COUNTY, TEXAS Q 0 N 0 12 0 0 O METES AND BOUNDS DESCRIPTION Convention Center — Allegiance Hillview Tract BEING a 5.792 acre tract situated in the B. B. B & C. R. R. Survey, Abstract Number 192, Denton County, Texas, being a portion of the tract of land described as Tract One in the deed to Allegiance Hillview, L.P. recorded in Document Number 2006 - 41743, Deed Records of Denton County, Texas, said 5.792 acre tract of land being more particularly described as follows: COMMENCING at a point in the easterly right —of —way line of Interstate Highway 35 (a variable width right —of —way) for the southwesterly corner of the tract of land described in the deed to DB Denton Il, LLC recorded in Document Number 2010 - 74478, Deed Records of Denton County, Texas; THENCE with the southerly line of said DB Denton ll, LLC tract the following: North 73° 36' 21 " East a distance of 121.73 feet to a point; South 17° 16' 37" East a distance of 15.00 feet to a point; North 73° 36' 21 " East a distance of 99.88 feet to the point of curvature of a curve to the right having a radius of 485.00 feet; Northeasterly along said curve through a central angle of 12° 18' 37" an arc distance of 104.21 feet with a chord bearing of North 79° 45' 39" East and a chord distance of 104.00 feet to the POINT OF BEGINNING; Southeasterly continuing along said curve through a central angle of 16° 25' 24" an arc distance of 139.02 feet with a chord bearing of South 85° 52' 20" East and a chord distance of 138.55 feet to the point of tangency of said curve; South 77° 39' 38" East a distance of 102.42 feet to the point of curvature of a curve to the left having a radius of 1,015.00 feet; Southeasterly along said curve through a central angle of 24° 32' 43" an arc distance of 434.82 feet with a chord bearing of South 89° 56' 00" East and a chord distance of 431.51 feet to the point of tangency of said curve; North 77° 47' 38" East a distance of 36.00 feet to a point; THENCE departing the southerly line of said DB Denton Il, LLC tract South 00° 56' 58" West a distance of 325.33 feet to a point; THENCE South 73° 33' 31 " West a distance of 572.34 feet to a point; THENCE North 16° 23' 26" West a distance of 533.72 feet to the POINT OF BEGINNING; CONTAINING a computed area of 5.792 acres (252,305 square feet) of land. EXHIBIT 'A' B000056.004 PAGE 6 OF 7 A drawing of even date accompanies this metes and bounds description. CONVENTION CENTER - ALLEGIANCE HILLVIEW TRACT OCTOBER 28, 2015 ................................ ............................... B. B. B. & C. R. R. SU RVEY ABSTRACT NO. 192 Zc A%; DUNAWAY 550 Bailey Avenue • suite 401 • Fat worth, Texas 76107 CITY OF D E N TO N Tel: 817 -335 -1121 • Fmc:817.3M.7437 DENTON COUNTY, TEXAS FIRM REGISTRATK)NN 10098100 Curve Table Curve Central a Radius Arc Chord Bearing Number Angle D DENTON 11, LLC Length and Distance C1 12 °18'37" 485.00' 104.21' N79 °45'39 "E 104.00' K A DOCUMENT M4 2013- S17'16' N�3 36' 21 , 15.00' 1 1211 POINT OF COMMENCIN L � . a oA t' a O Uj �J B000056.004 A metes and bounds description of even date accompanies this drawing. OCTOBER 28, 2015 A%; D U N AWA y 550 Bailey Avenue • Suite 400 • Fort Worth, Texas 76107 Tel: 817.335.1121 • Fax: 817.335.7437 FIRM REGISTRATION 10098100 LOT 9, BLOCK A RAYZOR RANCH TOWN CENTER DOCUMENT NUMBER 2015 -180 5,000 P5 - 4'1 145 ,512.34 s13 33,31 "W ALLEGIANCE HILLVIEW, L.P. TRACT ONE DOCUMENT NUMBER 2006 -41743 BLOCK 1 RAYZOR RANCH SOUTH CABINEY Y, SLIDE 470 0 200' SCALE FEET EXHIBIT 'A' '.- 200' PAGE 7OF7 CONVENTION CENTER - ALLEGIANCE HILLVIEW TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY OF DENTON DENTON COUNTY, TEXAS 11, LLC ,41IMBEf -478 D DENTON 11, LLC DOCUMENT NUM�E3ER '2010'-74478 JT OF RTO�uN CENTER INNING DOCUMENT NUMBER 6'25'24" 185.00',: L= 139.02' N7T4T38 "E = S85t2',20 "E 138.55' 36.00' 0= 24'32'43" 8=1015,40' L= 434.82' - CH- 56'00 "E 431.51' 39,38" 10,E 3 5.792 ACRES Go Y) M (0 Ui (252,305 SQUARE rEET) © r) A%; D U N AWA y 550 Bailey Avenue • Suite 400 • Fort Worth, Texas 76107 Tel: 817.335.1121 • Fax: 817.335.7437 FIRM REGISTRATION 10098100 LOT 9, BLOCK A RAYZOR RANCH TOWN CENTER DOCUMENT NUMBER 2015 -180 5,000 P5 - 4'1 145 ,512.34 s13 33,31 "W ALLEGIANCE HILLVIEW, L.P. TRACT ONE DOCUMENT NUMBER 2006 -41743 BLOCK 1 RAYZOR RANCH SOUTH CABINEY Y, SLIDE 470 0 200' SCALE FEET EXHIBIT 'A' '.- 200' PAGE 7OF7 CONVENTION CENTER - ALLEGIANCE HILLVIEW TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY OF DENTON DENTON COUNTY, TEXAS EXHIBIT B CITY OF DENTON INCENTIVE APPLICATION 20 Exhibit B OF 1 1 City of Denton Incentive Application City of Denton Department of Economic Development Denton, Texas 76201 (940) 349 -7776 (940) 349 -8596 FAX www.cilyofdenton.com Aimee.BissettLcityofdenton.com 2014 Tax Abatement Policy INCENTIVE APPLICATION CITY OF DENTON, TEXAS 1. Property Owner O'Reilly Hotel Partners- Denton, LLC (OHPD) Company or Project Name Denton Convention Center, Hotel, and Restaurant Mailing Address 2808 South Ingram Mill Road, Building C100 Springfield, MO 65804 Telephone 417 - 851 -8700 Fax No. 417-881-8225 Website www.ohospitalitymanagement.com Contact Name Tim O'Reilly Title CEO /Manager Mailing Address O'Reilly Hospitality Management LLC 2808 South Ingram Mill Road, Bldg. C -100 Springfield, MO 65804 Telephone 417 - 851 -8700 Fax No. 417 - 881 -8225 Email Address tim@ohospitalitymanagement.com 2. Provide a chronology of plant openings, closing and relocations over the past 15 years. OHM has evolved from a small company managing one hotel in 2007, to an organization of over 750 team members managing ten hotels and four restaurants in multiple states. The company has franchises with Hilton, Marriott, Intercontinental Hotel Group, Wyndham Hotel Group, Cambria Suites, Houlihan's and Boston's Restaurants. Currently two more hotels are under construction and several other projects are in development. 3. Provide a record of mergers and financial restructuring during the past 15 years. OHM acquired four hotels and two restaurants and constructed three hotels and one restaurant between 2009 and 2015. 4. Will the occupants of the project be owner or lessee? If lessee, are occupancy commitments already existing? Owners Page 2 of 8 2014 Tax Abatement Policy 5. Is the project a relocation of existing facility or a new facility to expand operations? If relocation, give current location. N/A 6. If an existing Denton business, will project result in abandonment of existing facility? If so, the value of the existing facility will be subtracted from the value of the new facility to arrive at total project value. N/A 7. Property Description. See attached site plan 8. Current Value Unknown — purchase price will be $5.50 per sq. foot and 11 -13 acres to be determined by parking requirements. 9. Increased Value/Estimated Total Cost of Project. $92,713,780 ($25,927,911 for convention center) Structures $68,255,216 Site Development $2,481,000 Personal Property $12,384,602 Other Improvements $9,592,962 10. Indicate percent of tax abatement and number of years requested. Percent Requested Years Requested 25 Performance based economic incentives that include hotel occupancy taxes generated from the convention center hotel, property taxes derived from the taxable assessed value of the facility, and sales taxes generated forth sales and concessions of the hotel and convention center. Additionally, impact of sales taxes that OHPD will have to pay on construction of the convention center. 11. Give a brief description of the activities to be performed at this location, including a description of products to be produced and /or services to be provided. Located in Rayzor Ranch Market Place this project will consist of an 285 -318 room Embassy Suites Hotel, a 70,000 square foot convention center and a Houlihan's Restaurant. As a major anchor of the Market Place, The convention center will be full of activity with anticipated meeting space of approximately 37,850 square feet and a Grand Banquet room that will hold up to 1,700 people, 12. Describe any off -site infrastructure requirements: N/A • Water • Wastewater Page 3 of 8 2014 Tax Abatement Policy • Streets • Drainage • Other 13. Project Operation Phase. Provide employment information for the number of years incentive is requested. F. Types of jobs created. List the job titles and number of positions in each category that will be employed at the facility. Provide average wage for each category. Salaried department heads: 20 -25, $35,000 - $120,000 per year. Hourly full & part time employees: 32 clerical, 25 housekeeping, 16 kitchen, 27 banquets, 3 lounge, 7 administration, 12 sales, 8 maintenance, 12 restaurant. G. Indicate the number of shifts the project will operate Primarily two shift, first and second. Third shift for hotel. H. Estimate annual utility usage for project: Electric kWh Water gpd Wastewater gpd Gas mcf 14. Describe any other direct benefits to the City of Denton as a result of this project (e.g., sales tax revenue or project elements identified in Tax Abatement Policy, Section 111). Page 4 of 8 At Project Existing Start Date At Term of Employment Information Operation (mo /yr) Incentive (if applicable) / A. Total number of permanent, full -time jobs N/A 142 175 -200 B. Employees transferred from outside Denton N/A N/A N/A C. Net permanent full -time jobs (A. minus B.) N/A 142 175 -200 E. Total annual payroll for all permanent, full -time N/A jobs (A.) F. Types of jobs created. List the job titles and number of positions in each category that will be employed at the facility. Provide average wage for each category. Salaried department heads: 20 -25, $35,000 - $120,000 per year. Hourly full & part time employees: 32 clerical, 25 housekeeping, 16 kitchen, 27 banquets, 3 lounge, 7 administration, 12 sales, 8 maintenance, 12 restaurant. G. Indicate the number of shifts the project will operate Primarily two shift, first and second. Third shift for hotel. H. Estimate annual utility usage for project: Electric kWh Water gpd Wastewater gpd Gas mcf 14. Describe any other direct benefits to the City of Denton as a result of this project (e.g., sales tax revenue or project elements identified in Tax Abatement Policy, Section 111). Page 4 of 8 2014 Tax Abatement Policy 15. Is property zoned appropriately? Yes X No Current zoning. Zoning required for proposed project. Anticipated variances. 16. Is property platted? Yes No X Will replatting be necessary Yes X No 17. Discuss any environmental impacts created by the project. N/A A. List any permits for which applicant must apply. Applicant will be required to provide City with copies of all applications for environmental permits upon completion of application(s). N/A B. Provide record of compliance to all environmental regulations for the past five years. N/A 18. Provide specific detail of any businesses /residents that will be displaced and assistance that will be available from the requesting company. N/A 19. Provide description of any historically significant area included within the project's area as determined by the Historic preservation Officer. If any, give detail of how the historically significant area will be preserved. 20. Justification for Incentive Request: Substantiate and more fully describe the justification for this request. Include the amount of the incentive requested and show how it will contribute to the financial viability of the project. Submit attachments if necessary. The project would not be economically viable without the requested incentive, and with the incentive there is great economic vitality and impact to the City of Denton. Page 5 of 8 2014 Tax Abatement Policy 21. List additional abatement factors to be considered for this project as outlined on pages 3 and 4 of the Incentive Policy. 22. Financial Information: Attach a copy of the latest audited financial statement or, in the case of a new project, a business plan. See attached 10 year proforma 23. Does the project have an eligible environmentally sustainable or renewable energy component (if so, please identify type and provide a brief description)? See attached documentation, OHM Sustainability. 24. Applicants seeking LEED certification must complete the Green Building Application for Tax Abatement (Exhibit B of the policy). See attached documentation, OHM Sustainability. Page 6 of 8 Occupies building vacant for at least 2 years Donation of materials to public schools Project creates high - skilled, high - paying jobs Improvements to Downtown Significant relationship with universities Project fortes business park X 25% of new jobs filled by Denton residents International or national headquarters X 25% local contractors to be utilized Medical manufacturing or research facility 25% of jobs are knowledge -based x Environmentally sustainable practices used Donation of significant public art Renewable Energy generated /stored /utilized X Community support and involvement: Attach description of community involvement 22. Financial Information: Attach a copy of the latest audited financial statement or, in the case of a new project, a business plan. See attached 10 year proforma 23. Does the project have an eligible environmentally sustainable or renewable energy component (if so, please identify type and provide a brief description)? See attached documentation, OHM Sustainability. 24. Applicants seeking LEED certification must complete the Green Building Application for Tax Abatement (Exhibit B of the policy). See attached documentation, OHM Sustainability. Page 6 of 8 2014 Tax Abatement Policy COMPLETE THIS SECTION IF REQUESTING ADDITIONAL INCENTIVE BASED ON LEED CERTIFICATION CONSTRUCTION 1. Property Owner O'Reilly Hotel Partners- Denton, LLC Company or Project Name Embassy Suites by Hilton Hotel, Convention Center & Houlihan's Restaurant Mailing Address 2808 South Ingram Mill Road Building C100 Springfield, MO 65804 Telephone 417 - 851 -8700 Fax No. 417 - 881 -8225 Website www. ohospitalitymana- ement. com Contact Name Tim O'Reilly Title Manager /CEO Mailing Address 2808 South Ingram Mill Road Building C100 Springfield, MO 65804 Telephone 417 - 851 -8700 Fax No. 417 - 881 -8225 Email Address tirokohospitalitprianagement.com 2. Project location address: Rayzor Ranch, Denton, TX, no specific address assigned yet 3. Provide documentation that the project has been registered with the U.S. Green Building Council. Please see attached 4. Provide a description of the project (please include the building size, number of occupants and estimated budget). 335,000 square foot project consisting of an 11 story, 318 suite Embassy Suites by Hilton hotel, a 70,000 square foot convention center with a 1,700 seat ballroom and additional meeting space for another 700, and a 250 seat Houlihan's Restaurant. The property will have an indoor pool and spa, CVB office space, and related support spaces. An event lawn and a second floor exterior courtyard are also planned. 6. Attach a preliminary Leadership in Energy and Environmental Design (LEED) Scorecard illustrating how project will achieve the LEED certification. Level of Certification: Silver Number of Points:47 Page 7 of 8 2014 Tax Abatement Policy This Incentive Application is submitted with the acknowledgement that additional information may be required. Authorized Signature Date: Page 8 of 8 U.S, GREEN WILMNIG L '" Dear Christina Parks, Your LEED project has been successfully registered in LEED Online. Project ID Project Title Project Access ID Project Rating System Registration Type Registration Date Project Location 1000061657 Embassy Suites Rayzor Ranch 246344300143911 LEED -NC v2009 Individual Project 09/04/2015 Denton,TX,US,76201 You may now log into LEED Online to manage your project and begin the application process.The first time you log in, you will be presented with a set of 'Getting Started' information that will help you kick off the certification process. 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If you have questions about the technical content of LEED or the certification process,please contact the Green Building Certification Institute (GBCI) If you experience any problems, please contact the Green Building Certification Institute(GBCI) at: Phone :1 -800- 795 -1746 Email P�ifi] „ /, /v�rv�rv�r �}P]r rr�.l /flri�i,Ar ill, Please note, only projects registered through LEED Online v3 will be visible in your LEED Online v3 project list.lf you have previously registered a project under LOv2, you will only be able to access those projects in LEED Online v2. Thank you, GBCI "This is an automatically generated email. Please do not reply to this message. ” Z 0 Z w 0 af III Z of of 0 of lu� w D U) U) U) co 7> w C L ,�2 ON 0 1 C:) I r4 IN In' O N O 0 - - - - - - - - - - - - - E 0 m u N 0 2 o 2 u 0 u u C: (U % u om m 0, u gi, 2 E 0 0 U-i -og :3 No. E -0 f u 0 40 Ea= 0 0 E 0 0 E -0 . .7 8o_ =. 2) rof qO Eo _ I - 6 0 Zm E E- Eo ("�La U- u luo Q) :U3 T, Q) :M3 0 0 on on �o m wo 6 ZI) ac): u iii 6 C), Z5 2, .0 'I g g 0 -60- :�E :Z m on �E ::E :�E ::E C' :,o 'o o 'o o o U -0 45 < 'C< 0 u o �o a cln On cln On E E r- 0 0 CX -r- -m m 0 0 on E I , — u . t u u -5 Q� U W m m .. — T- 0 w LU w LU .0 -0 E 2 0 > > E "T Ln E '5: Z= au a a 3: 3: 3: a a 0 0 >, >, on on C: 0 0 0 0 0 0 0 0 0 0 0 Lu -j -j -j -j LID -1 � w w w . . . . . . . . . . . . . . . u u u u u u u u u u u u u u u u u u u u u u u u M fn . ............... .................. 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U L L �J \».� -® \ \� � \ \\ © d ? 2.� \� ±� } \ \: \ \ \ }�� »� \ { \ \ \ \ / \ \ \ \ \ ' . � } \ \ \ \� \ { \ \ \ \ / \ \ \ \ \ 4 11111 , 1 j 1 [ 1 ! f { L1 2 h;h i 11114 1 f { L1 2 h;h i EXHIBIT C CITY OF DENTON HOTEL OCCUPANCY TAX REPORT FORM 21 HOTEL OCCUPANCY TAX REPORT Period Ending: Due Date: Owner's Name & Location Gross Sales: $ Less Tax Exemptions: (See attached report for breakdown) ( ) Less Other Exemptions: (See attached report for breakdown) ( ) Total Taxable Revenues: $ Prepared by: Signature: Total City 7% Tax Collected: Adjustments ( + / -) Form Attached: Total City Tax Submitted hoters ivame, manager & Location Average Daily Room Rate: $ Total # of Rooms Rented: Monthly Occupancy Rate: I declare, under the penalties for filing false reports, that this return (including any accompanying schedules and statements) has been examined by me and to the best of my knowledge and belief is a true, correct, and complete return. Make remittance payable to: Type or print name and title CITY OF DENTON TAX OFFICE 601 E. HICKORY, SUITE F DENTON, TX 76205 Date: To avoid a 5% penalty, reports and payment must be received by the due date indicated above. If the tax is not paid by the due date, a 5% penalty will be assessed during the first 30 days. If the tax remains unpaid for days 31 through 60 an additional 5% penalty will be assessed and due to the City of Denton. THIS FORM MUST BE COMPLETE IN ITS ENTIRETY Furnish details of any changes occurring since last report on page 2. Furnish exemption details taken during this reporting period on page 3. CHANGES OCCURRING SINCE LAST REPORT Effective Date: Type of Change: ( ) Sale ( ) Other: Name of Business: Name of Manger: ( ) Foreclosure ( ) Name Change New Owner's Information Owner's Name: Owner's Address: Mailing Address: City, State, Zip: Phone: "If a person who is liable for the payment of a tax under this chapter is the owner of a hotel and sell the hotel, the successor to the seller or the seller's assignee shall withhold an amount of the purchase price sufficient to pay the amount due until the seller provides a receipt by a person designated by the municipality to provide the receipt showing that the amount has been paid or a certificate showing that no tax is due." "The purchaser of a hotel who fails to withhold an amount of the purchase price as required by this section is liable for the amount required to be withheld to the extent of the value of the purchase price." (351.0041 State Local Taxation Title 3) CITY HOTEL OCCUPANCY TAX EXEMPTIONS Effective June 18, 1996 Those exempt form the 7% City taxes are only: 1. Guests who stay longer than 30 days must notify the hotel upon arrival. (Permanent Resident) 2. An officer, employee, agency, institution (other than an institution of higher education), board, or commission of this state, for whom a special provision or exception to the general rate of reimbursement under the General Appropriations Act applies and who is provided with photo identification verifying the identity and exempt status of the person, is not required to pay the tax. Please note that local government personnel OWE state and local tax. CO Z 0 IL Z x 0 LU Z LU LL L) (D 0 z z IL =) z L) LU Lli 0 L) -i z Lu 0 P 2 LU 0 W H 0 0 LL = 2 Ozz W :3 0 0 z 2) V) ji 0. >- LLI x LLI o L) z LLI z 0 N 01 LLI Z cn LLI LLI z 0 -i 0 LL M 0 L) LLI W M L) z L) LLI L) C14 M zT LO CO r- 00 0) C) N M ,I- LO CO 00 0) C) M "t LO O L. 0 LU 0 z LU CO 0 0 E L. 0 LU > o i-u = CO CL z E 20 x VU 4) X 0 .N 0 0 .2 o E CL lC 0 u rr CL a m .2 E u E m Lu 0 < z -J 2 .0 s w w .co E LU ,v 0 > X 0 0 LLU L (D Lii 0 Z EXHIBIT D MANAGEMENT AGREEMENT 22 CONVENTION CENTER MANAGEMENT AGREEMENT BETWEEN THE CITY OF DENTON AND O'REILLY HOTEL PARTNERS — DENTON,LLC THIS AGREEMENT is made between the City of Denton, Texas, a municipal corporation formed under the laws of the State of Texas and located at 215 E. McKinney Street, Denton, Texas 76201 (the "City "), and O'Reilly Hotel Partners — Denton, LLC, a Missouri Limited Liability Company whose principal place of business is located at 2808 S. Ingram Mill Road, Building C100, Springfield, Missouri, 65804 ( "Owner ") for the limited management of a Convention Center. (The City and the Owner are collectively referred to as "the Parties "). WHEREAS, the Owner owns a tract of land generally located in the Rayzor Ranch Town Center development in the City of Denton, Denton County, Texas, which includes property located South of US Route 380 ending at Scripture Road, between IH -35 and North Bonnie Brae Street, and more specifically described in Exhibit "A" attached hereto and incorporated by reference herein (the "Property "); WHEREAS, the Owner's development of the Property includes an approximately 70,000 square foot convention center ( "Convention Center ") that is the subject of an Economic Development Agreement with the City of Denton executed between the Parties on , 2015 ( "Development Agreement "), which said Development Agreement is attached for reference hereto; WHEREAS, the Convention Center development shall serve to promote travel, tourism, meetings, conventions and events for the economic development and growth of the City of Denton and the economic benefit of the Parties; WHEREAS, the Parties desire that the City assist in the management of certain sales missions and marketing functions for the Convention Center as stated herein in order to further the public purpose of promoting economic growth and conventions, and to retain adequate public control over the use of public funds to ensure benefits to the City. NOW, THEREFORE, for the mutual promises and consideration as described herein, the Parties agree as follows: L TERMS A. Owner Management of the Convention Center. The Owner has the exclusive responsibility and discretion in the operation, direction, management and supervision of the Convention Center, subject only to the limitations expressed herein. In addition to its other duties as a reasonable convention center owner, the Owner, or a third party designated by the Owner, shall perform the following: 1 1. Day -to -day management and operations of the Convention Center, including, but not limited to determining all terms for admittance and charges for rooms, facilities, commercial space, if any, equipment rental, telecommunications services, audiovisual equipment, labor and other amenities and services provided at or with respect to the Convention Center. 2. All repairs, maintenance, upkeep and replacement of furniture, fixtures, and equipment; and, purchase and upkeep of all other inventories necessary to the operation of the Convention Center, as well as the Convention Center structure and accessory structures. 3. Event booking, coordination, and collection of sums due the Owner for rental or use and admissions. 4. Crowd control, security, box office supervision, admission procedures and servicing of users at conventions, trade shows, exhibits and entertainment. 5. Perform obligations of any third -party operations agreements such as reciprocal easements, concessions, parking, and leases. 6. Perform any catering or food- and beverage- related services with respect to the Convention Center. 7. Determine all labor policies, wages and salaries, fringe benefits, and any other personnel benefits with respect to the Convention Center in compliance with local, state, and federal law. 8. Implement all sales, advertising, public relations and promotional policies not covered by this Agreement. 9. Hire or terminate such persons or organizations as employees or manager of any of the functions stated herein that are the responsibility of the Owner. 10. Establish and maintain the master set of all booking records and schedules for the Convention Center (such records and schedules shall be provided to the City and to such third parties as directed by the City, at any time upon reasonable notice of request, and shall remain the property of the City). B. City Management Assistance. The Owner hereby authorizes and engages the City, or its designee as the law permits, to manage the Convention Center during the term of this Agreement as limited and described herein. The City hereby accepts such engagement subject to the terms and conditions expressed in this Agreement. The Owner shall cooperate with the City to the extent necessary for the City to fulfill its duties under this Agreement. 2 Without limiting the generality of the foregoing, the City is hereby authorized and shall be obligated to do as follows in its discretion and as is allowed under the City's budget processes: 1. Advertise and conduct solicitations and promotional programs to attract tourists and convention delegates or registrants to the Denton Convention Center, including, but not limited to: i. Marketing at the state and local level (including market analysis, campaign development, branding, promotion, etc.); ii. Collecting and reporting metrics on marketing activity; iii. Sales missions developed in conjunction with the Owner's hotel sales team to pre- identify and pre - qualify business - appropriate meetings for the Property; and iv. Partnership development to create collaborative opportunities with local private, public, and non - profit sector entities. 2. Provide meeting, event, and pre- convention services, including, but not limited to: i. Conducting site visits and familiarization tours for potential clients; ii. Customized servicing for groups (registration assistance, delegate name badge preparation, welcome packets, off -site function arrangements, etc.); and iii. Serving as liaison between meeting planner client and hotel, local business, and transportation. 3. Identifying, collecting rate bids from, and securing overflow hotels in Denton for convention delegates. The City's duties described above shall specifically not include event coordinator duties for the Convention Center and those duties shall be the sole responsibility of Owner. C. No Joint Venture /No Joint Employment. This Agreement does not create a joint venture as to the Convention Center development or any separate business enterprise owned by Owner and physically joined to the Convention Center, such as the Hotel and Restaurant; and, the City, or its designee if permitted by law, shall remain independent of the actual operations of the Convention Center and shall only serve in a limited management position for the promotion of tourism and visitors to the City, which duties shall not require oversight or control by the Owner. The City, or its designee, shall not be considered a joint employer in performance under this Agreement and shall have no authority whatsoever over employees of Owner, its representatives, or of any lessee of the Convention Center; and, shall have no control over the terms and conditions 3 of their employment. This Agreement shall not be construed to cause the City, or its designee if permitted by law, to have obligations regarding federal and state employment laws with respect to those employees of Owner, regardless if those employees perform similar duties as the City herein. There shall be no shared employees. D. Expenses. The City shall not receive a management fee. The City shall only be responsible for costs associated with the performance of its duties under Section I.B. herein and shall not be responsible for any other costs incurred by Owner in performing its duties or otherwise operating the Convention Center. From time to time, if the City agrees to additional duties not defined herein, those costs shall be assessed against the Owner and not the City, and such duties shall be included in this Agreement in the form of a written addendum. Any responsibility of the City for costs associated with the management assistance as described in this Agreement shall be subject to annual appropriation by the City Council in the annual budget and the City's obligations under this Agreement shall not constitute a general obligation of the City or indebtedness under the Constitution or laws of the State of Texas. E. Booking Policy. The Owner acknowledges that the interest of the City requires a booking policy that takes into account not only those events which generate substantial direct revenue for the Convention Center, but also takes into account those events which produce less direct revenue, but generate significant peripheral economic benefits in the form of City hotel utilization, increased tourist revenues, and provide a stimulus to the general economy of the City of Denton. Owner agrees to use its commercially reasonable best efforts to accommodate this policy in the operation of the Convention Center. F. Insurance. Owner shall require that proper Certificates of Insurance evidencing general liability, automobile, bodily injury, property damage, death and workers compensation coverage shall be furnished, with copies to the City, and require that all policies be kept in force during the term of the Agreement by all vendors, concessionaires, subcontractors and service providers in the minimum amounts approved by the City. Such policies shall name the City as an additional insured. The Owner further agrees to maintain at all times during the term of this Agreement and the Development Agreement, with responsible insurance companies, insurance as follows: 1. Such worker's compensation, employer's liability or similar insurance as may be required by law, or such greater amounts which Owner shall deem advisable but no less than $1,000,000/$2,000,000; 2. A general liability insurance policy in the amount of at least $1,000,000 per person or $2,000,000 per occurrence for bodily injury or death; 3. An umbrella coverage insurance policy of at least $10,000,000 per occurrence; 4. Such other insurance against such other operation risks as Owner or City deems advisable to insure against, including, without limitation, auto liability insurance, liquor liability insurance and fidelity bonds; 5. Errors & Omissions or Professional Liability Coverage in the amount of at least $1,000,000. 6. Fire insurance and insurance against such other hazards ordinarily included by an all - risk form of extended coverage endorsement on the buildings, operating supplies, M furniture, furnishings and equipment in an amount equal to at least one hundred percent (100 %) of actual replacement cost (without deduction for depreciation) thereof, and all alterations, substitutions and replacements therefore, and bearing a standard noncontributory mortgagee loss payable endorsement in favor of the holders of any Mortgage on the Convention Center and providing, if reasonably available, for waiver of subrogation against such holder and the debt and security of such Mortgage in the event that the Convention Center is restored. This insurance shall include business interruption insurance. The Owner shall add the City as an additional insured on policies required by this Agreement. Moreover, the Owner shall assume all risks in connection with the adequacy of any insurance or self - insurance program and waives any claim against the City for any liability, costs or expenses arising out of any uninsured claim, in part or in full, of any nature whatsoever. Within a reasonable period of time after the effective date of this Agreement, Owner shall provide the City with a Certificate of Insurance showing compliance with this section. Any changes to coverage shall cause Owner to immediately notify the City in writing of such change. G. Compliance. Owner shall make all reasonable efforts to comply with all laws, rules, regulations, requirements, orders, notices, determinations, and ordinances of the City of Denton, including without limitation, the state and local liquor authorities, and the requirements of any insurance companies covering any of the risks against which the Convention Center is insured. Owner shall indemnify and hold harmless the City from any loss, cost, damage, or expense associated with compliance hereunder. H. Management Term. The term of this Agreement shall commence on the date the Agreement is approved by the City Council and shall continue for as long as the term of the Development Agreement, or as otherwise terminated thereby or hereunder. L Termination. The Agreement may be terminated prior to the expiration of the Agreement upon the occurrence of one or more of the following events: 1. Upon any default of the Development Agreement between the City and the Owner dated following the expiration of applicable cure periods; 2. Upon at least thirty (30) days prior written notice to the other party, if (i) the Convention Center is damaged or destroyed by fire or another casualty; (ii) all or a substantial part of the Convention Center is taken in a condemnation or eminent domain proceeding, or (iii) the Owner advises the City in writing prior to the Effective Date that the Owner has abandoned the development of the Convention Center; 3. Upon at least thirty (30) days prior written notice if Owner shall apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets; file a voluntary petition for bankruptcy; or, become otherwise insolvent; 4. If Owner permanently ceases operation of the Convention Center; 5 5. If Owner fails to provide or maintain insurance as required under this Agreement; or 6. If the Development Agreement results in a cessation of the incentive involving Hotel Occupancy Tax, then this Agreement terminates until such time as such incentive is resumed II. MISCELLANEOUS A. Assignability. If the Owner sells the Property, it shall provide the City at least sixty (60) days written notice of such sale identifying the buyer and whether the buyer intends to assume Owner's obligations under this Agreement and the Development Agreement. The City may assign its duties and /or designate a third party non - profit entity to perform the obligations hereunder in its own discretion and without approval of Owner; however, the City shall provide notice of such assignment within fifteen (15) days of the assignment. Failure to provide such notice does not constitute a waiver under this Agreement. B. Subcontract for Performance of Services. Nothing in this agreement shall prohibit, nor be construed to prohibit, the agreement by the City with another entity, person, or organization for the performance of those services described herein. In the event that the City enters into any arrangement, contractual or otherwise, with such other entity, person, or organization, the City shall cause other such entity, person, or organization to adhere to, conform to, and be subject to all provisions, terms, and conditions of this Agreement. C. Indemnification. OWNER AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, OFFICIALS, AGENTS, EMPLOYEES, AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS (ADMINISTRATIVE OR JUDICIAL) OR SUITS FOR INJURIES, DEATH, DAMAGES, LOSSES AND EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS' FEES FOR PRE - TRIAL, TRIAL AND APPELLATE PROCEEDINGS, ACCOUNTING FEES, APPRAISAL FEES AND CONSULTING AND EXPERT WITNESS FEES), ARISING OUT OF (1) ANY NEGLIGENT ACT OR OMISSION, ANY GROSS NEGLIGENCE OR ANY RECKLESS OR WILLFUL MISCONDUCT BY OWNER, ITS OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES; (2) OWNER'S NON - PERFORMANCE OF ITS OBLIGATIONS HEREUNDER (WHETHER NEGLIGENT, GROSSLY NEGLIGENT, RECKLESS, OR WILLFUL); OR (3) ANY ACTION TAKEN BY OR ON BEHALF OF OWNER RELATING TO THIS AGREEMENT WHICH IS NOT PERMITTED BY, OR PURSUANT TO THE PROVISIONS OF THIS AGREEMENT OR REASONABLY NECESSARY TO CARRYING OUT LENDER AND /OR OWNER'S DUTIES. ANY INDEMNIFICATION SHALL APPLY REGARDLESS OF WHETHER OR NOT SAID CLAIM, DAMAGE, LOSS, OR EXPENSE IS COVERED BY INSURANCE AS HEREIN PROVIDED. IN THE D EVENT THAT A CLAIM IS ASSERTED AGAINST EITHER PARTY OR BOTH, OWNER SHALL PROVIDE CITY WITH A COPY OF SUCH CLAIM WITHIN A REASONABLE TIME FROM RECEIPT. OWNER FURTHER AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, OFFICIALS, AGENTS, EMPLOYEES, AND REPRESENTATIVES AGAINST ALL SUCH CLAIMS OR CAUSES OF ACTION RELATING TO COURSE OF EMPLOYMENT, WORKING CONDITIONS, WAGES AND /OR COMPENSATION OF OWNER EMPLOYEES OR FORMER OWNER EMPLOYEES AT THE CONVENTION CENTER AND RELATED HOTEL AND /OR RESTAURANT, INCLUDING VIOLATIONS OF ANY STATE, LOCAL, OR FEDERAL EMPLOYMENT LAW WHETHER COMMON LAW OR STATUTORY, AND AGAINST CLAIMS OF ANY PAST OR FUTURE LIFE /SAFETY CODE VIOLATIONS. D. Notice. Any notice required to be given under this Agreement or any statute, ordinance, or regulation, shall be effective when given in writing and deposited in the United States mail, certified mail, return receipt requested, or by hand - delivery, addressed to the respective parties as follows: CITY O'REILLY HOTEL PARTNERS — DENTON, LLC City Manager Tim O'Reilly City of Denton O'Reilly Hospitality Management, LLC 215 E. McKinney 2808 S. Ingram Mill Road, Building C100 Denton, TX 76201 Springfield, MO 65804 E. Inurement. This Agreement and each provision hereof, and each and every right, duty, obligation, and liability set forth herein shall be binding upon and inure to the benefit and obligation of the City and OWNER and their respective successors and assigns. F. Application of Laws. All terms, conditions, and provisions of this Agreement are subject to the Charter of the City of Denton, all ordinances passed pursuant thereto, and all judicial determinations relative thereto. This Agreement shall be governed by the laws of the State of Texas and venue shall lie in Denton County, Texas. G. Exclusive Agreement. This Agreement contains the entire understanding and constitutes the entire agreement between the parties hereto concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, express or implied, between or among the parties hereto, relating to the subject matter of this Agreement, which are not fully expressed herein. The terms and conditions of the Agreement shall prevail notwithstanding any variance in this Agreement from the terms and conditions of any other document relating this transaction or these transactions. This Agreement may not be modified, amended, surrendered or changed, except by a written instrument executed by both parties. 7 H. Severability. If any section, subsection, paragraph, sentence, clause, phrase, or word in this Agreement, or application thereof to any person or circumstance is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Agreement, and the parties hereby declare they would have enacted such remaining portions despite any such invalidity. L No Representation. In entering into this Agreement, the parties acknowledge that the City has made no representation to the Owner regarding Owner's potential earnings, the possibility of future success or any other similar matter respecting the Convention Center and the City's assistance hereunder, and that the City expressly makes no guarantee as to the success of its assistance as provided hereby. This Agreement is effective as of the day of 12015. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO FORM: ANITA BURGESS, CITY ATTORNEY CITY OF DENTON, TEXAS BY: GEORGE C. CAMPBELL CITY MANAGER O'REILLY HOTEL PARTNERS — DENTON, LLC a Missouri Limited Liability Company ma Its: ACKNOWLEDGMENTS STATE OF TEXAS } COUNTY OF DENTON } The foregoing Management Agreement was executed before me on the day of 12015 by George C. Campbell, City Manager of the City of Denton, Texas, a Texas municipal corporation, on behalf of said Municipal Corporation. Name: Notary Public in and for the State of Texas STATE OF TEXAS } COUNTY OF DENTON } The foregoing Management Agreement was executed before me on the day of , 2015 by of O'Reilly Hotel Partners — Denton, LLC., on behalf of said corporation. Name: Notary Public in and for the State of Texas 0 EXHIBIT E TEXAS APPLICATION FOR DIRECT PAYMENT PERMIT 23 • Exhibit E: Texas Application for Direct Payment Permit ii- XA,s I GLENN HEGAR TEXAS COMPTROLLER OF PUBLIC ACCOUNTS I General Information Under Ch. 559, Government Code, you are entitled to review, request and correct information we have on file about you, with limited exceptions in accordance with Ch. 552, Government Code. To request information for review or to request error correction, contact us at the address or phone numbers listed on this form. Who may submit this application - You may submit this application if you annually purchase at least $800,000 worth of taxable items for your own use and not for resale. • The Comptroller may issue a Direct Payment Permit after receiving this completed application and finding that all the requirements for issuing a Direct Payment Permit stated in Item I of this application, "Taxpayer's Agreement," have been met. For assistance - If you have any questions about this application, filing tax returns or any other tax-related matter, contact your nearest Texas State Comptroller's local office. You may also call 1-800-252-5555 or 512-463-4600. General Instructions • Please do not separate pages. • Write only in white areas. • Fill in all blanks and answer all questions completely and fully. • Do not use dashes when entering Social Security, Federal Employer Identification Number (FEIN), Texas Taxpayer or Texas Vendor Identification numbers. • Federal Privacy Act: Disclosure of your Social Security number is required and authorized under law, for the purpose of tax administration and identification of any individual affected by applicable law. 42 U.S.C. §405(c)(2)(C)(i); Tex. Govt. Code §§403.011 and 403.078. Release of information on this form in response to a public information request will be governed by the Public Information Act, Chapter 552, Government Code, and applicable federal law. NOTE: No purchases may be made tax free until this application has been approved and your Direct Payment Permit has been issued. Specific instructions are on the back of the next page. Complete this application and mail to Comptroller of Public Accounts 111 E. 17th St. Austin, TX 78774-0100 AP-101-1 (Rev.1-15/17) O °^ "" �9'( Rev.1 -1v.1 -12 5/17 Texas Application ° � for Direct Payment Permit Page 1 • Please read instructions. • Type or print. Do not write in shaded areas. 1. Taxpayer's Agreement - The applicant, in consideration of the issuance of a Direct Payment Permit by the State of Texas ac- cording to the provisions of the law, agrees and affirms: a. that applicant is a responsible person annually purchasing at least $800,000 worth of taxable items for use and not for resale (complete Item 19); b. that the accounting method used will clearly distinguish between taxable and nontaxable purchases (complete Item 20); c. that upon the issuance of a Direct Payment Permit to the applicant, the applicant will accrue and pay to the State of Texas all taxes which are or may in the future be due by virtue of the State, Local, Metropolitan Transit Authority, City Transit Department, County and Special Purpose District Sales and Use Tax Acts. The tax is due on all taxable purchases; and, z unless the tax is paid to the seller, it must be reported on the Texas Direct Payment Return. All taxes due will be paid W monthly on or before the 20th day of the month following each monthly reporting period; W W d. that the Direct Payment Exemption Certificate will not be issued for taxable items purchased for resale; CD a e. to report all taxable purchases on the direct payment return and waive any claim for discounts for taxes paid. No taxable W purchases may be reported on a sales and use tax return; W af. upon request, to make available at any time to the Comptroller's office the books, papers, records and equipment of the applicant's business; H g. to cooperate with the Comptroller's office in the examination of the books, papers, records and equipment of the applicant and in the investigation of the applicant's activities, business and accounting methods; and h. to fully disclose to the Comptroller's office in this agreement or upon acquisition, whichever occurs first, the nature and extent of the ownership or control which the applicant has in the business from which the applicant makes purchases pursuant to the Direct Payment Permit. Legal cite: Tex. Tax Code Ann. Sec. 151.419 Type or print name of sole owner, partner or officer Sole owner, partner or officer here 2. Legal name of owner (Sole owner, partnership, corporation or other name) 3. Mailing address (Street and number, P.O. Box or rural route and box number) O z .I Q U City State ZIP code County ■ I I ■ L_I_J ■ L�J I � Z W 0 4. If you are a sole owner, enter your home address IF it is different from the address above. (Street and number, city, state, ZIP code) cc W a 4a. Enter the phone number of the person primarily responsible for filing tax returns (Area code and number). ■ I 5. Enter your Social Security number if you are a sole owner ............................................. ............................... ■ . . .. tttt_J L-1-1 6. Enter your Federal Employer Identification Number (FEIN), if any .......................................... ............................... . 7. Enter your taxpayer number for reporting any Texas tax OR your Texas Vendor Identification Number if you now have or have ever had one ................................. ............................... 8. Indicate how your business is owned. ❑ 1 - Sole owner ❑ 3 - Texas corporation ❑ 7 - Limited partnership ❑ 2 - Partnership ❑ 6 - Foreign corporation ❑ Other (explain) 0 . _ 9. If your business is a Texas corporation, File number Month Day Year = V) enter the file number and date ........................................................ ............................... cc W 10. If your business is a foreign corporation, enter home state, home state registration number, Texas file number and date. �Home state Home state registration number Texas file number Month Day Year I I I I I I I I I , I State Number 11. If the business is a limited partnership, enter the home state I I andidentification number .............................................................................. ............................... W O`oRMa'AP-101-3 Texas Application (Rev.1 -1en7) ■ Page 2 for Direct Payment Permit • Please read instructions. • Type or print. Do not write in shaded areas. 12. Legal name of owner (same as Item 2) I LI I I I I I I I I 1 I 13. List all general partners, officers or managing members of your business. (Attach additional sheets, if necessary) If you are sole owner, skip Item 13. Name Phone (Area code and number) Nome address City State ZIP code IX SSN FEIN County (or country, ifoutside the U.S.) W Percent of I i i ownership i i i i i i i i ■ I� I � W IX a Position held: ❑ General partner ❑ Officer /Director ❑ Managing member ❑ Other 0 IX Name Phone (Area code and number) (L I .. .... , , , . . .J Nome address City State ZIP code SSN FEIN County (or country, ifoutside the U.S.) — I Percent % 01 i i i i i i i ownershi ipf Position held: ❑ General partner ❑ Officer /Director ❑ Managing member ❑ Other 14. Business name Business phone (Area code and number) w a ■I 15. Location of your principal place of business (Use street and number or directions - NOT P.O. Box or rural route number.) Z .I QCity State ZIP code County . I I . L_,_J ■ L�� o J y 16. Is your business located inside the city limits of the city named in Item 15? ................................... ............................... ❑ YES ❑ NO W z 17. Indicate your principal type of business. in ❑ Exploration /Production ❑ Construction ❑ Manufacturer /Processor ❑ Service ❑ Other m 18. Describe your Texas business and the goods or services you sell. (See instructions.) I I 19. Enter the amount of your annual purchases subject to Texas Use Tax ...... ............................... Z WO 12 20. On a separate sheet, describe the accounting method that you will use to differentiate between taxable purchases, exempt purchases, ix tax -paid purchases and items purchased tax free for resale. (See instructions.) UO ,x? 21. List and describe all sites of major fixed assets permanently located within Texas. (Attach additional sheets, if necessary.) The sole owner, all general partners, members, officers or an authorized representative Month Day Year must sign this application. Representative must submit a written power of attorney with this application. (Attach additional sheets, if necessary.) Date of signature I I I 22. I (We) declare, under penalties prescribed by law, that the information in this document and any attachments is true and correct to the best of my (our) knowledge and belief. Legal cite: Tex. Penal Code Ann. Sec. 37.10 N W Type or print name of sole owner, partner or officer Sole owner, partner or officer here ZType or print name of partner or officer Partner or officer here 55 I I I Type or print name of partner or officer Partner or officer I I here I WARNING. You may be required to obtain an additional permit or license from the State of Texas or from a local governmental entity to conduct business. A listing of links relating to acquiring licenses, permits, and registrations from the State of Texas is available online at http: //www.Texas.gov. You may also want to contact the municipality and county in which you will conduct business to determine any local governmental requirements. Field office or section number Employee Name USERID Date Instructions for Completing Texas Application for Direct Payment Permit Item 2-Sole owner - enter first name, middle initial and last name. PaItnershW - enterthe|eQa|nameofthe partnership. Corporation - enter the legal name exactly anit in registered with the Secretary ofState. Other oroanization - enter the title of the organization. Item 3- Enter the complete address where you want to receive mail from the Comptroller of Public Accounts. NOTE: If you want to receive mail for other taxes ntn different address, attach n letter with the other nodreoo(es). Item G- Enter the Federal Employer Identification Number (FBN) assigned to your business by the Internal Revenue Service. Item 7-If you have both a Texas Taxpayer and a Texas Vendor Identification Number, enter only the first eleven digits of the Vendor Identification Number. Item 8-If you check ^Dther,^ identify the type of organization. Examples: Social Club, Independent School District, Family Trust. Item 13- Partnership - enter the information for ALL partners. |fa partner isa corporation, enter the Federal Employer Identification Number (FBN) of the corporation. Corporation or other organization -enterthe information for the principal officers (prenident. secretary, treasurer). Item 18- The description of your business should include the principal types ofbusiness. Examples: highway construction, crude petroleum, natural gas transmission, industrial chemicals. Please bespecific. Item 1S- Enter the total amount of taxable items purchased last year ortobe purchased. This does not include purchases for which aResale Certificate can beor could have been issued. xp-101-4 (Re v.1-15/17) Item 2U-Thbe eligible for a Direct Payment Permit, you must maintain an accounting method that clearly distinguishes between taxable and non- taxable purchases. Describe your accounting method fully. Explain the internal controls and the accounting flow of the data that will be used to prepare your direct payment return. Answer the following questions in your explanation. How will you distinguish between - purchases made under a direct payment exemption certificate; -purnhanenforrena|e; -nontaxab|epurnhanen; -purnhaneninTexanandoutofnbate; -anyotherbax-freepurnhanen;and -tax-paidpunohanen? ~ If you purchase items for resale and for your own use from the same supplier, will you issue separate purchase orders? How will the two types of purchases be accounted for? ~ If you do not issue blanket exemption certificates to your suppliers, how will you indicate on which items the supplier will collect tax? ~ What accounting procedure will you follow to report use tax in the same month that you receive vendor's billings? ~ What procedure will you follow to report use tax tothe correct city, Metropolitan Transit Authority ([WTA) or City Transit Department (CTD). County and/or Special Purpose ~ When you prepare your direct payment return, from what smrce(s) will you get the necessary data? How will this data get tothe ~ Will more than one person review the purchase records and compare them to ~ What procedures will you follow to ensure that tax-free purchases are not reported on the Texas Sales and Use Tax Return? EXHIBIT F CERTIFICATE OF COMPLIANCE FORM 24 CERTIFICATE OF COMPLIANCE -- ANNUAL Company: O'REILLY HOTEL PARTNERS- DENTON, LLC Reporting Year: January 1 — December 31, 20 Contract Year No. L Investment 1.1 The Economic Development Agreement between O'Reilly Hotel Partners- Denton, LLC ( "Grantee ") and the City of Denton, Texas ( "City "), dated (the "Agreement ") states that no grant may be paid to Grantee unless Grantee has completed the Improvements to the Property no later than 30 months after the start of construction. (II.D.) a. As of the date of this Certificate of Compliance, have the Improvements to the Property as described in the Agreement been deemed completed? ❑ YES ❑ NO b. The Improvements to the Property as described in the Agreement were completed on (date): 1.2 As a condition of the grant payments, the Agreement requires Grantee to provide a total Capital Investment for the development of the Project of at least $80 million. Additionally, any grant payments are conditioned upon the Grantee's Capital Investment to generate a minimum increase in assessed real estate Improvements and business personal property valuation on the Property over the existing 2015 valuation in the amount of $20 million. (II.D.) a. The Grantees have invested $ in Capital Investment for the development of the Project on the Property for the reporting year ending December 31, 20 a. The increase in assessed valuation of the real estate Improvements and business personal property for the year ending December 31, 20 over the existing 2015 valuation is: $ 1.3 Have all applicable Certificate of Occupancies been issued for the Property? ❑ YES ❑ NO 1.4 The Agreement states that any grant payments will be paid for a maximum of 25 years or until the combined principal amount of $28 million and interest payment of $26 million for a total aggregate amount of $54 million is reached, whichever comes first. (III.A.) Certificate of Compliance Page 1 of 3 a. Grantee has paid in principal on any debt instruments used for the development of the Project for the year ending December 31, 20 b. Grantee has paid in interest on any debt instruments used for the development of the Project for the year ending December 31, 20 IL Employment 2.1 The Agreement requires the Grantee to use good faith efforts to hire qualified residents of the City of Denton to work at the Project. As part of this requirement, the Grantee must make a good faith effort to offer available.) obs to qualified Denton residents, as well as to hire Denton contractors and suppliers in construction. (ILH.) a. Did the Grantee comply with the recruiting requirements in Section ILH. of the Agreement in regards to offering available jobs to Denton residents during the year ending December 31, 20 ? ❑ YES ❑ NO b. Did the Grantee comply with the recruiting requirements in Section ILH. of the Agreement in regards to hiring Denton contractors and suppliers in construction during the year ending December 31, 20 ? ❑ YES ❑ NO III. Additional Covenants 3.1 The Agreement requires that the Full- Service Hotel and Restaurant be operated by Approved Franchisors. Please indicate the Approved Franchisor for each for the compliance year ending December 31, 20 Full- Service Hotel: Restaurant: 3.2 The Agreement requires the Grantee to keep the Property in a continuous Upscale Manner. (II.E.). Did the Grantee comply with the Upscale Manner requirement of the Agreement during the year ending December 31, 20 ? ❑ YES ❑ NO 3.3 Did the Grantee timely submit this Certificate of Compliance as required under Section IV.D. of the Economic Development Agreement during the year ending December 31, 20 ? ❑ YES ❑ NO Certificate of Compliance Page 2 of 3 3.4 Has Grantee complied with each of its additional obligations in the Agreement for the year ending December 31, 20 ? ❑ YES ❑ NO IV. Payment 4.1 The Economic Development Agreement provides an annual grant of 100% of ad valorem taxes collected and verified by the City for the prior tax year, exclusive of the taxable value of the underlying land or any increase thereof. (III.A.1). 4.2 The City property taxes paid for January 1, 20 valuation are: Real Property Business Personal Property 4.3 The grant payment for ad valorem taxes requested: $ 4.4 Please attach the most recent Property Tax Notice. I, the authorized representative for O'Reilly Hotel Partners — Denton, LLC, hereby certify that the above information is correct and accurate pursuant to the terms of the Agreement. I further certify that the Company has fully complied with the Economic Development Agreement during the year ending December 31, 20 , including compliance with the City of Denton Code of Ordinances, Texas Department of Public Safety Regulations, and other applicable federal, state, or local law. O'REILLY HOTEL PARTNERS— DENTON, LLC Signature: Printed Name: Title: Date: Certificate of Compliance Page 3 of 3 EXHIBIT G CORPORATE RESOLUTION FOR AUTHORITY 25 Designation of Authorized Signatory The owners of O'Reilly Hotel Partners — Denton, LLC, a Missouri limited liability company, authorize Timothy O'Reilly to execute all necessary documents related to the Economic Development Agreement with the City of Denton, a Texas municipal corporation. The undersigned has executed this instrument in his capacity as Manage of the company on this 26th day of October, 2015. Nam • Timothy O'Reilly Title: Manager Acknowledgement State of Missouri County of Greene This instrument was acknowledged before me on the _r�UP`_ day of 2015, by Timothy O'Reilly, Manager of O'Reilly Hotel Partners — Denton, LLC �pgY P(jB , JUSTINE A. POSTORINO �o ��' My Commission Expires NOTARY * * = '. SEAL . June 24, 2018 Greene County 9pF MSS' Commission #14628806 1 . a , ' �f �'' • G' . Notary Public, State of Missouri BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY Page 1 of 1 TEXAS SECRETARY of STATE CARLOS H. CASCOS UCC I Business Organizations I Trademarks I Notary I Account I Help /Fees I Briefcase I Logout BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY Filing Number: 801775766 Entity Type: Foreign Limited Liability Company (LLC) Original Date of Filing: April 25, 2013 Entity Status: In existence Formation Date: N/A Tax ID: 32050841926 FEIN: 454742061 Name: O'Reilly Hotel Partners - Denton, LLC Address: 2808 S. Ingram Mill Road, A104 Springfield, MO 65804 USA Fictitious Name: N/A Jurisdiction: MO, USA Foreign Formation Date: March 5, 2012 REGISTERED ASSOCIATED AGENT FILING HISTORY NAMES MANAGEMENT ASSUMED NAMES ENTITIES Last Update Name Title Address August 1, 2015 TIMOTHY B OREILLY MANAGING MEMBER 2808 S INGRAM MILL RD SPRINGFIELD, MO 65804 USA Order Return to Search Instructions: To place an order for additional information about a filing press the 'Order' button. https:Hdirect. sos. state.tx.us /corp_ inquiry /corp_ inquiry - entity .asp ?spage= mgmt &: Spagefr... 11/03/2015 EXHIBIT H ORDINANCE AUTHORIZING AGREEMENT 26 ORDINANCE NO. AN ORDINANCE APPROVING AN ECONOMIC DEVELOPMENT AGREEMENT UNDER CHAPTER 380 OF THE LOCAL GOVERNMENT CODE TO PROMOTE ECONOMIC DEVELOPMENT AND TO STIMULATE BUSINESS ACTIVITY IN THE CITY OF DENTON AND UNDER CHAPTER 351 TO PROMOTE TRAVEL, TOURISM, MEETINGS, CONVENTIONS, AND EVENTS FOR THE ECONOMIC GROWTH OF THE CITY OF DENTON, BETWEEN THE CITY OF DENTON AND O'REILLY HOTEL PARTNERS DENTON (OHPD), REGARDING THE DEVELOPMENT OF AN APPROXIMATE 12 ACRE PARCEL OF LAND GENERALLY LOCATED ON THE SOUTH SIDE OF U.S. HIGHWAY 380 (WEST UNIVERSITY DRIVE) ENDING AT SCRIPTURE ROAD, BETWEEN I -35 AND NORTH BONNIE BRAE STREET IN DENTON, TEXAS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, O'Reilly Hotel Partners Denton ( "OHPD ") has an interest in land generally located in the Rayzor Ranch Town Center development, in the City of Denton, Denton County, Texas, which includes property located South of US Route 380 ending at Scripture Road, between IH -35 and North Bonnie Brae Street (the "Property "); and WHEREAS, OHPD has made a request, on or about September 7, 2015, of the City of Denton ( "City ") to establish economic development incentives under Chapter 380 of the Texas Local Government to stimulate the development of commercial property within the City of Denton and under Chapter 351 of the Texas Tax Code to promote travel, tourism, meetings, conventions, and events for the economic development and growth of the City of Denton on the Property ( "Grant Application "); and WHEREAS, the Grant Application was approved by the Economic Development Partnership Board as compliant with the City of Denton's Tax Abatement and Incentive Policy on October 14, 2015; and WHEREAS, City and OHPD have negotiated an Economic Development Agreement to reflect the terms of the incentive, a copy of which is attached hereto and made a part hereof by reference (the "Agreement "), as well as a related Management Agreement; and WHEREAS, the City Council of the City of Denton hereby finds that the contemplated use and development of the Property, the proposed improvements provided for in the Agreement, and the other terms and conditions of the Agreement, will promote economic development, increase employment, and stimulate business and commercial activity within the City of Denton for the benefit of the public and therefore meets the requirements under Chapter 380 of the Texas Local Government Code; and WHEREAS, the City Council of the City of Denton further finds that the proposed Project on the Property will promote tourism and the convention and hotel industry and therefore meets the requirements under Chapter 351 of the Texas Tax Code; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this ordinance are incorporated into the body of this ordinance. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement attached hereto on behalf of the City of Denton and to carry out the City's responsibilities and rights under the Agreement, including without limitation the authorization to make the expenditures set forth in the Agreement. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY am APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY J-- Page 2 CHRIS WATTS, MAYOR Exhibit 5 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING A THIRD AMENDMENT TO AN ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT DATED JUNE 15, 2010 BETWEEN THE CITY OF DENTON AND ALLEGIANCE HILLVIEW; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to execute a Third Amendment to Economic Development Program Grant Agreement (the "Third Amendment "), in substantially the form of the Third Amendment which is attached hereto and made a part of this ordinance for all purposes. SECTION 2. The City Manager, or his designee, is authorized to exercise the City of Denton's rights and duties as set forth in the Amendment. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY A APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY:% / f sAlegakour documents\contracts\1 5\third amendment to red agreernent.docx Exhibit 4 STATE OF TEXAS § COUNTY OF DENTON § THIRD AMENDMENT TO ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENTWVIj-I ALLEGIANCE HILLVIEW, L.P. This Third Amendment to Economic Development Program Grant Agreement with Allegiance Hillview, L.P. (this "Third Amendment") is made and entered into as of the day of --, 2015, by Allegiance Hillview, L.P., a New York limited partnership ("Grantee"), D Denton 11 I..,I-.C, a Delaware limited liability company ("Assignee"), and the City of Denton, Texas, a'Fexas municipal corporation (the "C Lity"), Grantee, Assignee, and the City are individually referred to as a "Party" and collectively as the "Parties." WHEREAS, on June 15, 2010, Grantee and the City entered into that certain Economic Development Program Grant Agreement with Allegiance Hillview, L.P. the "Agreement"); WHEREAS, on September 14, 2010, Grantee, Assignee, and the City entered into that certain First Amendment to Economic Development Program Grant Agreement with Allegiance Hillview, L.P., (the "First Amendment"), which First Amendment approved the assignment of certain right, title, and interest of Grantee in and to the Agreement to Assignee; WHEREAS, on May 13, 2014, Grantee, Assignee, and the City entered into that certain Second Amendment to Economic Development Program Grant Agreement (the "Second Amendment") to expand the categories of Eligible Improvements, to increase the total cost of the Eligible Improvements, to approve Phase I Costs and Eligible Phase 11 Costs, to expand the definition of Total Taxable Sales, to define Retail Improvements in Phase 11 to include "Initial" and "Additional" improvements, and to extend the Program Grant for Phase 11; and WHERI---'AS, Grantee and Allegiance GL LLC, a Delaware limited liability company ("Allegiance"), entered into that certain Assignment and Assumption Agreement dated as of April 1, 2015, pursuant to which Grantee assigned to Allegiance the Phase I Rights and Obligations of Grantee under the Agreement; and WHEREAS, the Parties desire to further amend the Agreement to facilitate the development of a Hotel and Convention Center in Phase 11; NOW THEREFORE, for good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Parties agree to amend the Agreement and First Amendment as follows: 1. Revised Definitions a. Total Taxable Sales. The term "Total Taxable Sales" is revised in its entirety to read as follows: - 'total 'Taxable Sales means the total amount of all sales (including mixed beverage sales covered by 1413 3572 effective January 1, 2014) from which the City sAlegakour doeuments\contracts\ I 5\third amendment to red agrecnient.docx Exhibit 4 receives sales tax with a point of sale in Phase I or Phase 11, regardless of'whether such sales are retail sales and use occurring at a business located in Phase I or Phase 11 (excluding sales occurring at any Dillard's, J.C. Penney Co., Macy's, Sears Roebuck and Co., Barnes & Noble, DSW (Discount Shoe Warehouse), and Ross Dress For L,ess that locates within the Property and closes any store located within the retail shopping area commonly known as the 'Golden Triangle Mall'), and excluding all sales occurring at the Hotel and Convention Center Project developed by O'Reilly Hotel Partners Denton, or its successors and assigns, as depicted in Exhibit A. All references in the Agreement that indicate that the Total Taxable Sales and the information shown on the Monthly Sales Tax Report are limited to sales from businesses located within Phase I or Phase 11 shall be expanded to include mixed beverage sales and all sales with a point of'sale in Phase I or Phase 11, regardless of whether such sales are retail sales occurring at a business located in Phase I or Phase 11. b. Initial Retail Improvements in Phase 11. The term "Initial Retail Improvements in Phase 11" is revised in its entirety to read as follows: "Initial Retail Improvements in Phase 11 means a minimum of 300,000 gross square feet (as measured to the exterior building wall) of retail or commercial shopping center buildings located in Phase 11, comprised of (i) the Town Center (as described by the zoning applicable to the Property, (ii) the ground floor of the hotel and the convention center space that is part of or planned to be part of the Hotel and Convention Center Project whether or not the I-lotel and Convention Center Project has a certificate of occupancy by January 1, 2018; and (iii) other retail or commercial shopping center buildings located in Phase 11". 2. Program Grant for Phase 11. a. Section 3.2 of the Agreement is revised in its entirety to read as follows: "Program Grant for Phase 11. This Agreement shall be effective as oil 'the date executed by the City and Grantee. At any time following execution of this Agreement and following Substantial Completion of the Required Infrastructure for Initial Retail Improvements in Phase If (but not later than January 1, 2018), Assignee may designate the first day of any month to be the Program Effective Date for Phase 11 by providing written notice to the City at least 60 days prior to the designated Program Effective Date for Phase 11. The City will begin making Program Grant for Phase 11 monthly installment payments on the designated Program Effective Date for Phase 11 and shall continue to make such monthly installment payments for 300 consecutive months as provided by this Agreement, This Agreement will terminate with respect to the Program Grant for Phase 11 upon the earlier to occur of (i) the date Assignee has been paid for the full amount of the Eligible Phase 11 Costs, or (ii) 300 months after the Program Effective Date for Phase 11 regardless of whether Assignee has been paid the full amount of the Eligible Phase 11 Costs, Additional Program Grant for Hotel and Convention Center Project, as depicted in Exhibit A.'Fhe City will begin making Additional Program Grant for Hotel and Convention Center Project monthly installment payments commencing the first month following receipt of the certificate of occupancy of the Hotel and Convention Center Project and following commencement of Phase 11 Grant Payments, and paid monthly until Assignee has received $5,000,000 as consideration for lost revenue in Phase 11 as a result of the Hotel and Convention Center Project. Page 2 Olegahour docuiiietits\cotitracts\15 \tliird amendment to red agwernent.docx Exhibit 4 b. 'The first paragraph of Section 5.2 of the Agreement is revised in its entirety to read as follows: "'Program Grant for Phase 11. Program Grant for Phase 11 monthly installment payments during the term of the Program Grant for Phase 11 shall be calculated as 50% of the 1.5% sales tax collected by the City with respect to the Total Taxable Sales allocable to Phase 11 during the preceding month as established by the most recent State Comptroller's Monthly Sales "Tax Report. 'The City's obligation to make such payments is contingent upon the City's receipt of the sales taxes from the Texas State Comptroller and the Monthly Sales Tax Report; provided, however, if the State Comptroller ceases to issue Monthly Sales Tax Reports, the Parties shall cooperate to arrive at a reasonably equivalent and mutually agreeable alternative method of computing the Program Grant for Phase 11 monthly installment payments. Payments of the Program Grant for Phase 11 monthly installment payments will be used to repay Assignee for Eligible Phase 11 Costs not otherwise paid with Program Grant for Phase I payments (up to a maximum of $21,000,000.00 upon Substantial Completion of the Initial Retail Improvements in Phase 11 and up to an additional $27,000,000.00 upon Substantial Completion of the Additional Retail Improvements in Phase 11). Additional Program Grant for Hotel and Convention Center Project. Program Grant for Hotel and Convention Centel- Project shall be calculated as 15% of the 1.5% sales tax collected by the City with respect to the Total Taxable Sales allocable to Phase I and Phase 11 during the preceding month as established by the most recent State Comptroller's Monthly Sales Tax Report. 'file City's obligation to make such payments is contingent upon the City's receipt of the sales taxes from the Texas State Comptroller and the Monthly Sales Tax Report; provided, however, if the State Comptroller ceases to issue Monthly Sales Tax Reports, the Parties shall cooperate to arrive at a reasonably equivalent and mutually agreeable alternative method of computing the Program Grant for the Hotel and Convention Center Project monthly installment payments. Payments of the Program Grant for the Hotel and Convention Center Project will be made monthly until Assignee has received $5,000,000 as consideration for lost revenue in Phase 11 as a result of the Hotel and Convention Center Project. Conflicts-, Effect of Third. Amendment. To the extent of any inconsistency between the terms and provisions of this Third Amendment and the Agreement, the First Amendment and the Second Amendment, the terms and provisions of this Third Amendment will control. Except as amended by this Third Amendment, all of the terms, covenants and conditions of the Agreement, the First Amendment, and the Second Amendment are in full force and effect and the Agreement, First Amendment, and Second Amendment are hereby ratified and confirmed. 4. Binding Effect. 'This Third Amendment will be binding upon and will inure to the benefit of the Parties and their respective Successors and permitted assigns. Counterparts. This Third Amendment may be executed in one or more counterpart copies, all of which will constitute and be deemed an original, but all of which together will constitute one and the same instrument binding on the Parties. Delivery by facsimile or electronic mail of this Third Amendment or an executed Counterpart hereof will be deemed a good and valid execution and delivery hereof. Page 3 OlegaMur d0CL1MCf1ts\contracts\1 5\third amendment to red agreement.doex Exhibit 4 ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS 'FO LEGAL FORM: ANITA BURGESS, CITY AT"FORNEY BY: CITY CITY OF DENTON, DENTON, TF ' XAS A TEXAS MUNICIPAL CORPORATION GEORGE C. CAMPBELI., CITY MANAGER GRANTEE ALLEGIANCE HILLVIEW, L.P., a New York limited partnership By: 'I'l I GP LLC (d/b/a,rfj Denton GP LLC, in the State of"Texas), a Delaware limited liability company Its: General Partner Page 4 By: — Name: Its: s: \I egahour doeu in ents\contracts\1 5\third amendment to red agreem ell t.docx Exhibit 4 STATE OF COUNTY OF ACKNOWLEDGMENT This instrument was ACKNOWLEDGED before me on by the of TI GP I.A.0 (d/b/aT1-I Denton GP LLC, in the State of Texas), a Delaware limited liability company, the general partner of Allegiance Ilillview, L.P., a New York limited partnership, on behalf of such limited partnership. [SEAL] My Commission Expires: Notary Public Printed Name of Notary Public ASSIGNEE DB DENTON 11 LLC, a Delaware limited liability company By: DB Denton Holdings LLC, a Delaware limited liability company Its: Sole Member Page 5 By: RED Rayzor Ranch, LLC, a Delaware limited liability company Its: Managing Member By: Michael Ebert Its: Manager sAegakour documents\contracts\ I 5\third amendment to red agreenient.docx Exhibit 4 STATE OF COUNTY OF ACKNOWLEDGMENT This instrument was ACKNOWLEDGE'D before me on . ....... --, by Michael Ebert, the manager of RED Rayzor Ranch, LLC, a Delaware limited liability company, the managing member of DB Denton Holdings LLC, a Delaware limited liability company, the sole member of D13 Denton 11 LLC, a Delaware limited liability company, on behalf of such limited liability company. Notary Public Printed Name of Notary Public [SEAL] My Commission Expires: CITY CITY OF DENTON, TEXAS George C. Campbell, City Manager ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DENTON § This instrument was ACKNOWLEDGED before me on ---- - --- --------- by George C. Campbell, the City Manager of the City of" Denton, Texas, on behalf of the City of Denton, Texas. [SEAT..,] My Commission Expires: Page 6 Notary Public Printed Name of Notary Public METES AND BOUNDS DESCRIPTION Convention Center Tract BEING o 11.351 acre tract situated in the B. B. B & C. R. R. Survey, Abstract Number 192, Denton Cownty, Texas, being o portion of the tract of land described as Tract One in the deed to Allegiance Hi||vimw` L.P. recorded in Document Number 2006-41743' Deed Records of Denton County, Texas and o portion of the tract of land described in the deed to O8 Denton U. LLC recorded in Document Number 2010-74478. Deed Records of Denton County, Texas said 11.951 ooro tract of land being more particularly described as follows: COMMENCING at o point in the easterly right—of—way line of Interstate Highway 35 (o variable width right—of—way) for the southwesterly corner of the tract of land described in the deed to DB Denton U. LLC recorded in Document Number 2010-74478. Deed Records of Denton Cnunty, Texas; THENCE with the southerly line of said D13 Denton 11, LLC tract the following: North 73' 36' 21" East a distance of 121.73 feet to a point; South 17' 16' 37" East a distance of 15.00 feet to a point; North 73 38' 21^ East o distance of 99.88 feet to the point of curvature of n cvne to the right having o radius of 485.00 feet; Northeasterly along said curve through o central angle of 12" 18' 37^ on arc distance of 104.21 feet with o chord bearing of North 79" 45' 39^ East and o chord distance of 104.00 foot to the POINT OF THENCE deporting the southerly line of said DB Denton U. LLC tract North 10" 23' 26^ West o distance of 217.87 feet to o point; THENCE North 73^ 13' 43^ East o distance of 354.79 feet to o point THENCE North OO^ 56' 55^ East o distance of 69.07 feet to o point; THENCE South 89" DJ' OO^ East u distance of 384.45 h/nt to the beginning of p non—tangent curve to the right having o radius of 38.25 feet; THENCE Southeasterly along said curve through o central angle of 90^ OO' 04^ on arc distance of 60.08 feet with o chord bearing of South 44" 03' 05^ East and o chord distance of 54.09 feet to the end of said curve; THENCE South 00 56' 58^ West at o distance of 562.83 feet passing the southerly line of said DB Denton U. LLC tract in all o total distance of 688.23 feat to o point; THENCE South 73" JJ' J1^ west u distance of 572.34 feet to p point; THENCE North 16" 23' 26^ wnot p distance of 53372 feet to the POINT OF BEGINNING; CONTAINING o computed area of 11.951 acres (520.592 square feet) of land. 13000056�004 ^drawing of even date accompanies this metes and bounds description. OCTOBER 28, 2015 W 400^ Fort woM, Texas 76107 Tel:817�35.1121~F=817�35.7437 FIRM REGISTRATION /OD9'8100 PAGE I OF 7 CONVENTION CENTER TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY 0FDENTQN DENTON COUNTY, TEXAS z 0 b Curve Table Curve Central Arc Chord Bearing Number Angle Radius Length and Distance C11 12 "18'37" 485.00' 104.21' N79*45'39"E 104.00' zatfV13 uU t 384,45' .Noo*56'56% 89.01' 1 fit 9` DB DENTON 11, LLC DOCUAN,1' NUMBER RAYZOR RANCH N7316*21"E 'c' POINT T 01 POINT OF TOWN CEN'fER 1203 r) 517'16'37 "E E DOCUMENT NUMBER e4 17*1 637"E BEGINNING 2015-180 Fi1 00, 5.00' '04- .081-A P INT OF COMMENCING Olt :.A C Uj �p 8000056.004 A metes and bounds description of even date accompanies this drawing. OCTOBER 28, 2015 D Own N AWAY 550 Bailey Avenue • Suite 400 - Fort worth, Texas 76107 Tel: 817.335,1121 • Fax: 817.335.7437 FIRM REGISTRATION 10098100 11,951 ACRES (520,592 SQUARE FEET) c ALLEGIANCE HILLVIEW, L.P. TRACT ONE DOCUMENT N1,1fMIER 20016-41743 LOT 9, BLOCK A RAYZOR RANCH TOWN CENTER DOCUMENT NUMBER 2015-180 ,w— ALLEGIANCE HILLVIEW, L.P TRACT ONE DOCUMENT NUMBER 2006-41743 BLOCK 1 RAYZOR RANCH SOUTH CABINEY Y, SLIDE 470 PAGE 2 OF 7 CONVENTION CENTER TRACI' B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY OF DENTON DENTON COUNTY, TEXAS METES AND BOUNDS DESCRIPTION Convention Center — DB Denton U. LLC Tract BEING o 6.159 acre tract situated in the B. B. B & C R. R. Survey, Abstract Number 192, Denton County, Tmxoo, being n portion of the tract of land described in the deed to DB Denton U. LLC recorded in Document Number 2010-74478. Deed Records of Denton County, Tnxoa, also being situated in Lot 10, Block A. Rq>zor Ranch Town Center, on addition to the City of Denton according to the plat recorded in Document Number 2015-180. Plat Records of Denton County, Texas, said 6J59 acre tract of land being more particularly described as follows: COMMENCING at o point in the ooebxy right—of—way line of Interstate Highway 35 (o variable width right—of—way) for the southwesterly comer of said DB Denton ||. LLC tract; THENCE with the southerly line of said DB Denton 11, LLC tract the following: North 73' 36' 21 " East a distance of 121.73 feet to a point; SoUth 17' 16' 37" East d dlettJhce of 15.00 feet to a polrit; North 73" 36' 21^ East u distance of 98.88 feat to the polmt of curvature of o curve to the right haWng d md|um of 485.01) feet; Northeasterly along said curve through o central angle of 12" 18' 37^ on arc distance of 104.21 feet with o chord bearing of North 79^ 45' 19" Lost and o chord distance of 104.00 feet to the POINT or THENCE departing the southerly line of said DB Denton U. LLC tract North 16^ 23' 26^ West o distance of 217.87 feet to o point; THENCE North 73^ 13' 43^ East u distance of 364J9 feet to o point; THENCE North 00" 55' 50^ East o distance of 68.07 haot to o point; THENCE South 89" 03' OD^ East o distance of 304.45 feet to the beginning of o non--tangent curve to the right having a radius of 38.25 feet; THENCE Southeasterly along said ovmn through n central angle of QO" VO' 04^ on arc distance of 80.08 feet with o chord bearing of South 44^ 03' 05^ East and o chord distance of 54.08 foot to the end of said curve; THENCE South OO 56' 58^ West p distance of 362.89 feet to o point in the southerly line of said DB Denton || LLC tract; THENCE with the southerly line of said DB Denton 11 LLC tract the following: South 77 47' 38^ West o distance of 36.00 feet to the point of nvnmtu,o of a ounm to the right having a radius of 1,015.00 feet; continued next page... euoUos6.m4 xdrawing of even date accompanies this metes and bounds description. OCTOBER 28,0z5 IN 550 Sultemm~ Fort *oft Texas nom Tel: m7Mm//m~FcDc 817"/437 FIRM kE=RATION 10098100 PAGE 3 OF 7 CONVENTION CENTER - D8DENT0NU,LLCTRACT 0D.B.&C.R.R.SURVEY ABSTRACT NO. 192 CITY OFDENTON DENTON COUNTY, TEXAS I z 0 v. Curve Table Curve Central R-485,60' L=139.02' ji rn CH-N8,5'52'20"W 138.55' Arc Chord Bearing Number Angle Radius Length and Distance C1 12'18'37" 485.00' 104.21' N79*45'39"E 104.00' o LOT 9, BLOCK A RAYZOR RANCH TOWN CENTER DOCUMENT NUMBER 2015-180 LOT 10, BLOCK A S77*47*38"W R-485,60' L=139.02' ji rn CH-N8,5'52'20"W 138.55' RAY70R'OANCH OINT OF R=10115.00' L-434,82' OWN CENTER CH=N89*56'00"W 431.51' DOCU1W,,ENT NUMBER 2015-180 BLOCK 1 r)B DENTON I!, LLC i\=9P*O0'O4" k DOCUMENT NUMBER D '01VIENT NJIMEEK 0 C - - R-38.25' L=60.08f 2010-74478 CH- 44'03'05"E 64.09' U) SCALE FEET EXHIBIT A' 200' 4ob'56560E PAGE 5 OF 7 A metes and bounds description of even 69.07' date accompanies this drawing. S8,9*03'00"E 384.45' DB DENTON 11, LLC OCTOBER 28, 2015 DOC2UEIN T M R 44NUBE0M10 -718 DUNAWAY RAYZOR RANCH 550 Bailey Avenue - Suite 400 • Fort worth, Texas 76107 N16*23'26"W TOWN CENTER re): 81 7M5.1121 • Fax: BI 73351437 217,87' DOCUMENT t,4UMOER FIRM REGISTRATION 10098100 N73*36'21 "E 2,01,51-180 6.159 ACRES) S1 71 6'37"E (268,287 SQUARE FEET) 15.00' N77*39'38"W 102.42 o LOT 9, BLOCK A RAYZOR RANCH TOWN CENTER DOCUMENT NUMBER 2015-180 N7;VZ6'21 "E A-16*25'24" �-A S77*47*38"W R-485,60' L=139.02' ji rn CH-N8,5'52'20"W 138.55' 36,00' A;=24*32'43" OINT OF R=10115.00' L-434,82' COMMENCING CH=N89*56'00"W 431.51' ALLEQANCE HILLVIEW, LY. BLOCK 1 TRACT ONE A RAYZOR RANCH SOUTH k DOCUMENT NUMBER C,43INEY Y, SLIDE 470 01A 2006--41743 V, '�. 0 200' U) SCALE FEET EXHIBIT A' 200' 13000056.004 PAGE 5 OF 7 A metes and bounds description of even date accompanies this drawing. CONVENTION CENTER .- DB DENTON 11, LLC TRACT OCTOBER 28, 2015 B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 DUNAWAY 550 Bailey Avenue - Suite 400 • Fort worth, Texas 76107 CITY OF DENTON re): 81 7M5.1121 • Fax: BI 73351437 DENTON COUNTY, TEXAS FIRM REGISTRATION 10098100 � METES AND BOUNDS DESCRIPTION Convention Center — Allegiance HiUvio* Tract BEING o 5.792 acre tract situated in the B. B. B & C. R. R. Survey, Abstract Number 192. Denton County, Texos, being o portion of the tract of land described as Tract One in the deed to Allegiance HiUvie~. LP. recorded in Document Number 2006-41743. Deed Records of Denton County, Tevoo. said 5.792 onrn tract of land being more particularly described as follows: COMMENCING at o point in the easterly right—of—way line of Interstate Highway 35 (o vohoNe width right—of—way) for the southwesterly corner of the tract of land described i n the deed to DB D en t on U . LLC recorded in Document Number 2010-74478, Deed Records of Denton County, T=voo; THENCE with the southerly line of said DB Denton 11, LLC tract the following: North 73 36' 21^ East o distance of 121.73 feet to o point; South 17' 16' 37" East a distance of 15.00 feet to a point; North 73 35` 21^ East o distance of 99.88 feet to the point of curvature of o curve to the right having u radius of 485.00 feet; Northeasterly along said curve through o central angle of 12" 18' 37^ on om distance of 104.21 feet with o chord bearing of North 79" 45' 39^ East and o chord distance of 104.00 feet to the POINT OF BEGINNING: Southeasterly continuing along said curve through o central angle of 16" 25 24^ on arc distance of 139,02 feet with p chord bearing of South 85" 52' 20^ East and p chord distance of 138.55 feet to the point of tangency of said curve; South 77" 39' 38^ East o distance of 10242 feet to the point of curvature of o curve to the left having o radius of 1'015.00 feat Southeasterly along said ownm through o conhn| angle of 24 32' 43^ on arc distance of 43482 feet with o chord bearing of South 89" 56' DO^ East and o chord distance of 431.51 feet to the point of tonganuy of said curve; North 77' 47' 38" East a distance of 36.00 feet to a point; THENCE departing the southerly line of said DB Denton U. LLC tract South 00" 50' 58^ West o distance of 325.33 feet to o point; THENCE South 73" 33; 31^ West o distance of 572.34 feet to o point; THENCE North 16" 23' 26^ West v distance of 53372 feet to the POINT OF BEC|Nw|wQ; CONTAINING o computed area of 5.792 acres (252.305 square feet) of land. 4dmwing of even date accompanies this metes and bounds description. OCTOBER D\z0z5 &50 Suite *00~ Fort Waft, Texas nnm Tel: mr.3u//u/^I=n1,.3m.7«37 FIRM REGISTRATION /0098100 PAGE 6 OF 7 CONVENTION CENTER - ALLEGIANCE H|LU/|EWTRACT B.B.B. &C.R.R. SURVEY ABSTRACT NO. 192 CITY 0FDENTON ILI DENTON COUNTY, TEXAS � � U � Curve Table �> -- Curve Central Arc Chord Number Angle Radius Length and e«'"'y Distance � ] DOCUMENT NUMBER 2C,10-744,5 2015-1160 RA)'ZOR RANCH POINT OF TOWN CENTER BEGIINNING DOCUMENT NUMBER CH=S85t2'20"E 138.55 S77',39, 01E C S89-5V00-E 431.51 5.792 ACRES Ui \ " 'w KK=�~Ah � L ALLEGIANCE H'iLLVIEW, L.P. ' /R*u/ mvE� � DOCUMENT NUIMBER ~ �.'---~'� ''74— 3\~ ^ . . , � B000056.004 A metes and bounds description ofeven date accompanies this drawing. OCTOBER 28, 2015 `ZeDUNAWAY 55m Bailey Avenue ~ Suite 40m^ Fort Worth, Texas 76107 Tel: o1r.3o /121^Faz817.335.7437 FIRM REGISTRATION 10098100 �����T�T-� �\ EXHIBIT . ' ` LOT 9' BLOCK A RAYZOR RANCH TOWN CENTER DOCUMENT NUMBER 2015-1OO . ALLEGIANCE H|LLV[W' L.P. TRACT ONE DOCUMENT NUMBER 30O5-4174� BLOCK 1 RAYZOR RANCH SOUTH CAB|NEY Y. SLIDE 470 . � ` o � l ano . SCALE FEET 20m PAGE 7op/ CONVENTION CENTER - ALLEG|AN[EH|LLV|EVVTRACT B.B.B. &[.K.R. SURVEY ABSTRACT NO. 1g2 CITY OFDENTON DENTON COUNTY, TEXAS � ] DOCUMENT NUMBER 2C,10-744,5 2015-1160 RA)'ZOR RANCH POINT OF TOWN CENTER BEGIINNING DOCUMENT NUMBER CH=S85t2'20"E 138.55 S77',39, 01E C S89-5V00-E 431.51 5.792 ACRES Ui \ " 'w KK=�~Ah � L ALLEGIANCE H'iLLVIEW, L.P. ' /R*u/ mvE� � DOCUMENT NUIMBER ~ �.'---~'� ''74— 3\~ ^ . . , � B000056.004 A metes and bounds description ofeven date accompanies this drawing. OCTOBER 28, 2015 `ZeDUNAWAY 55m Bailey Avenue ~ Suite 40m^ Fort Worth, Texas 76107 Tel: o1r.3o /121^Faz817.335.7437 FIRM REGISTRATION 10098100 �����T�T-� �\ EXHIBIT . ' ` LOT 9' BLOCK A RAYZOR RANCH TOWN CENTER DOCUMENT NUMBER 2015-1OO . ALLEGIANCE H|LLV[W' L.P. TRACT ONE DOCUMENT NUMBER 30O5-4174� BLOCK 1 RAYZOR RANCH SOUTH CAB|NEY Y. SLIDE 470 . � ` o � l ano . SCALE FEET 20m PAGE 7op/ CONVENTION CENTER - ALLEG|AN[EH|LLV|EVVTRACT B.B.B. &[.K.R. SURVEY ABSTRACT NO. 1g2 CITY OFDENTON DENTON COUNTY, TEXAS S77',39, 01E C S89-5V00-E 431.51 5.792 ACRES Ui \ " 'w KK=�~Ah � L ALLEGIANCE H'iLLVIEW, L.P. ' /R*u/ mvE� � DOCUMENT NUIMBER ~ �.'---~'� ''74— 3\~ ^ . . , � B000056.004 A metes and bounds description ofeven date accompanies this drawing. OCTOBER 28, 2015 `ZeDUNAWAY 55m Bailey Avenue ~ Suite 40m^ Fort Worth, Texas 76107 Tel: o1r.3o /121^Faz817.335.7437 FIRM REGISTRATION 10098100 �����T�T-� �\ EXHIBIT . ' ` LOT 9' BLOCK A RAYZOR RANCH TOWN CENTER DOCUMENT NUMBER 2015-1OO . ALLEGIANCE H|LLV[W' L.P. TRACT ONE DOCUMENT NUMBER 30O5-4174� BLOCK 1 RAYZOR RANCH SOUTH CAB|NEY Y. SLIDE 470 . � ` o � l ano . SCALE FEET 20m PAGE 7op/ CONVENTION CENTER - ALLEG|AN[EH|LLV|EVVTRACT B.B.B. &[.K.R. SURVEY ABSTRACT NO. 1g2 CITY OFDENTON DENTON COUNTY, TEXAS CONVENTION CENTER MANAGEMENT AGREEMENT BETWEEN THE CITY OF DENTON AND O'REILLY HOTEL PARTNERS — DENTON,LLC THIS AGREEMENT is made between the City of Denton, Texas, a municipal corporation formed under the laws of the State of Texas and located at 215 E. McKinney Street, Denton, Texas 76201 (the "City "), and O'Reilly Hotel Partners — Denton, LLC, a Missouri Limited Liability Company whose principal place of business is located at 2808 S. Ingram Mill Road, Building C100, Springfield, Missouri, 65804 ( "Owner ") for the limited management of a Convention Center. (The City and the Owner are collectively referred to as "the Parties "). WHEREAS, the Owner owns a tract of land generally located in the Rayzor Ranch Town Center development in the City of Denton, Denton County, Texas, which includes property located South of US Route 380 ending at Scripture Road, between IH -35 and North Bonnie Brae Street, and more specifically described in Exhibit "A" attached hereto and incorporated by reference herein (the "Property "); WHEREAS, the Owner's development of the Property includes an approximately 70,000 square foot convention center ( "Convention Center ") that is the subject of an Economic Development Agreement with the City of Denton executed between the Parties on , 2015 ( "Development Agreement "), which said Development Agreement is attached for reference hereto; WHEREAS, the Convention Center development shall serve to promote travel, tourism, meetings, conventions and events for the economic development and growth of the City of Denton and the economic benefit of the Parties; WHEREAS, the Parties desire that the City assist in the management of certain sales missions and marketing functions for the Convention Center as stated herein in order to further the public purpose of promoting economic growth and conventions, and to retain adequate public control over the use of public funds to ensure benefits to the City. NOW, THEREFORE, for the mutual promises and consideration as described herein, the Parties agree as follows: L TERMS A. Owner Management of the Convention Center. The Owner has the exclusive responsibility and discretion in the operation, direction, management and supervision of the Convention Center, subject only to the limitations expressed herein. In addition to its other duties as a reasonable convention center owner, the Owner, or a third party designated by the Owner, shall perform the following: 1 1. Day -to -day management and operations of the Convention Center, including, but not limited to determining all terms for admittance and charges for rooms, facilities, commercial space, if any, equipment rental, telecommunications services, audiovisual equipment, labor and other amenities and services provided at or with respect to the Convention Center. 2. All repairs, maintenance, upkeep and replacement of furniture, fixtures, and equipment; and, purchase and upkeep of all other inventories necessary to the operation of the Convention Center, as well as the Convention Center structure and accessory structures. 3. Event booking, coordination, and collection of sums due the Owner for rental or use and admissions. 4. Crowd control, security, box office supervision, admission procedures and servicing of users at conventions, trade shows, exhibits and entertainment. 5. Perform obligations of any third -party operations agreements such as reciprocal easements, concessions, parking, and leases. 6. Perform any catering or food- and beverage- related services with respect to the Convention Center. 7. Determine all labor policies, wages and salaries, fringe benefits, and any other personnel benefits with respect to the Convention Center in compliance with local, state, and federal law. 8. Implement all sales, advertising, public relations and promotional policies not covered by this Agreement. 9. Hire or terminate such persons or organizations as employees or manager of any of the functions stated herein that are the responsibility of the Owner. 10. Establish and maintain the master set of all booking records and schedules for the Convention Center (such records and schedules shall be provided to the City and to such third parties as directed by the City, at any time upon reasonable notice of request, and shall remain the property of the City). B. City Management Assistance. The Owner hereby authorizes and engages the City, or its designee as the law permits, to manage the Convention Center during the term of this Agreement as limited and described herein. The City hereby accepts such engagement subject to the terms and conditions expressed in this Agreement. The Owner shall cooperate with the City to the extent necessary for the City to fulfill its duties under this Agreement. Without limiting the generality of the foregoing, the City is hereby authorized and shall be obligated to do as follows in its discretion and as is allowed under the City's budget processes: N 1. Advertise and conduct solicitations and promotional programs to attract tourists and convention delegates or registrants to the Denton Convention Center, including, but not limited to: i. Marketing at the state and local level (including market analysis, campaign development, branding, promotion, etc.); ii. Collecting and reporting metrics on marketing activity; iii. Sales missions developed in conjunction with the Owner's hotel sales team to pre- identify and pre - qualify business - appropriate meetings for the Property; and iv. Partnership development to create collaborative opportunities with local private, public, and non - profit sector entities. 2. Provide meeting, event, and pre- convention services, including, but not limited to: i. Conducting site visits and familiarization tours for potential clients; ii. Customized servicing for groups (registration assistance, delegate name badge preparation, welcome packets, off -site function arrangements, etc.); and iii. Serving as liaison between meeting planner client and hotel, local business, and transportation. 3. Identifying, collecting rate bids from, and securing overflow hotels in Denton for convention delegates. The City's duties described above shall specifically not include event coordinator duties for the Convention Center and those duties shall be the sole responsibility of Owner. C. No Joint Venture /No Joint Employment. This Agreement does not create a joint venture as to the Convention Center development or any separate business enterprise owned by Owner and physically joined to the Convention Center, such as the Hotel and Restaurant; and, the City, or its designee if permitted by law, shall remain independent of the actual operations of the Convention Center and shall only serve in a limited management position for the promotion of tourism and visitors to the City, which duties shall not require oversight or control by the Owner. The City, or its designee, shall not be considered a joint employer in performance under this Agreement and shall have no authority whatsoever over employees of Owner, its representatives, or of any lessee of the Convention Center; and, shall have no control over the terms and conditions of their employment. This Agreement shall not be construed to cause the City, or its designee if permitted by law, to have obligations regarding federal and state employment laws with respect to 3 those employees of Owner, regardless if those employees perform similar duties as the City herein. There shall be no shared employees. D. Expenses. The City shall not receive a management fee. The City shall only be responsible for costs associated with the performance of its duties under Section I.B. herein and shall not be responsible for any other costs incurred by Owner in performing its duties or otherwise operating the Convention Center. From time to time, if the City agrees to additional duties not defined herein, those costs shall be assessed against the Owner and not the City, and such duties shall be included in this Agreement in the form of a written addendum. Any responsibility of the City for costs associated with the management assistance as described in this Agreement shall be subject to annual appropriation by the City Council in the annual budget and the City's obligations under this Agreement shall not constitute a general obligation of the City or indebtedness under the Constitution or laws of the State of Texas. E. Booking Policy. The Owner acknowledges that the interest of the City requires a booking policy that takes into account not only those events which generate substantial direct revenue for the Convention Center, but also takes into account those events which produce less direct revenue, but generate significant peripheral economic benefits in the form of City hotel utilization, increased tourist revenues, and provide a stimulus to the general economy of the City of Denton. Owner agrees to use its commercially reasonable best efforts to accommodate this policy in the operation of the Convention Center. F. Insurance. Owner shall require that proper Certificates of Insurance evidencing general liability, automobile, bodily injury, property damage, death and workers compensation coverage shall be furnished, with copies to the City, and require that all policies be kept in force during the term of the Agreement by all vendors, concessionaires, subcontractors and service providers in the minimum amounts approved by the City. Such policies shall name the City as an additional insured. The Owner further agrees to maintain at all times during the term of this Agreement and the Development Agreement, with responsible insurance companies, insurance as follows: 1. Such worker's compensation, employer's liability or similar insurance as may be required by law, or such greater amounts which Owner shall deem advisable but no less than $1,000,000/$2,000,000; 2. A general liability insurance policy in the amount of at least $1,000,000 per person or $2,000,000 per occurrence for bodily injury or death; 3. An umbrella coverage insurance policy of at least $10,000,000 per occurrence; 4. Such other insurance against such other operation risks as Owner or City deems advisable to insure against, including, without limitation, auto liability insurance, liquor liability insurance and fidelity bonds; 5. Errors & Omissions or Professional Liability Coverage in the amount of at least $1,000,000. 6. Fire insurance and insurance against such other hazards ordinarily included by an all - risk form of extended coverage endorsement on the buildings, operating supplies, furniture, furnishings and equipment in an amount equal to at least one hundred percent (100 %) of actual replacement cost (without deduction for depreciation) thereof, and all M alterations, substitutions and replacements therefore, and bearing a standard noncontributory mortgagee loss payable endorsement in favor of the holders of any Mortgage on the Convention Center and providing, if reasonably available, for waiver of subrogation against such holder and the debt and security of such Mortgage in the event that the Convention Center is restored. This insurance shall include business interruption insurance. The Owner shall add the City as an additional insured on policies required by this Agreement. Moreover, the Owner shall assume all risks in connection with the adequacy of any insurance or self - insurance program and waives any claim against the City for any liability, costs or expenses arising out of any uninsured claim, in part or in full, of any nature whatsoever. Within a reasonable period of time after the effective date of this Agreement, Owner shall provide the City with a Certificate of Insurance showing compliance with this section. Any changes to coverage shall cause Owner to immediately notify the City in writing of such change. G. Compliance. Owner shall make all reasonable efforts to comply with all laws, rules, regulations, requirements, orders, notices, determinations, and ordinances of the City of Denton, including without limitation, the state and local liquor authorities, and the requirements of any insurance companies covering any of the risks against which the Convention Center is insured. Owner shall indemnify and hold harmless the City from any loss, cost, damage, or expense associated with compliance hereunder. H. Management Term. The term of this Agreement shall commence on the date the Agreement is approved by the City Council and shall continue for as long as the term of the Development Agreement, or as otherwise terminated thereby or hereunder. I. Termination. The Agreement may be terminated prior to the expiration of the Agreement upon the occurrence of one or more of the following events: 1. Upon any default of the Development Agreement between the City and the Owner dated following the expiration of applicable cure periods; 2. Upon at least thirty (30) days prior written notice to the other party, if (i) the Convention Center is damaged or destroyed by fire or another casualty; (ii) all or a substantial part of the Convention Center is taken in a condemnation or eminent domain proceeding, or (iii) the Owner advises the City in writing prior to the Effective Date that the Owner has abandoned the development of the Convention Center; 3. Upon at least thirty (30) days prior written notice if Owner shall apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets; file a voluntary petition for bankruptcy; or, become otherwise insolvent; 4. If Owner permanently ceases operation of the Convention Center; E 5. If Owner fails to provide or maintain insurance as required under this Agreement; or 6. If the Development Agreement results in a cessation of the incentive involving Hotel Occupancy Tax, then this Agreement terminates until such time as such incentive is resumed II. MISCELLANEOUS A. Assignability. If the Owner sells the Property, it shall provide the City at least sixty (60) days written notice of such sale identifying the buyer and whether the buyer intends to assume Owner's obligations under this Agreement and the Development Agreement. The City may assign its duties and /or designate a third party non - profit entity to perform the obligations hereunder in its own discretion and without approval of Owner; however, the City shall provide notice of such assignment within fifteen (15) days of the assignment. Failure to provide such notice does not constitute a waiver under this Agreement. B. Subcontract for Performance of Services. Nothing in this agreement shall prohibit, nor be construed to prohibit, the agreement by the City with another entity, person, or organization for the performance of those services described herein. In the event that the City enters into any arrangement, contractual or otherwise, with such other entity, person, or organization, the City shall cause other such entity, person, or organization to adhere to, conform to, and be subject to all provisions, terms, and conditions of this Agreement. C. Indemnification. OWNER AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, OFFICIALS, AGENTS, EMPLOYEES, AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS (ADMINISTRATIVE OR JUDICIAL) OR SUITS FOR INJURIES, DEATH, DAMAGES, LOSSES AND EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS' FEES FOR PRE - TRIAL, TRIAL AND APPELLATE PROCEEDINGS, ACCOUNTING FEES, APPRAISAL FEES AND CONSULTING AND EXPERT WITNESS FEES), ARISING OUT OF (1) ANY NEGLIGENT ACT OR OMISSION, ANY GROSS NEGLIGENCE OR ANY RECKLESS OR WILLFUL MISCONDUCT BY OWNER, ITS OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES; (2) OWNER'S NON - PERFORMANCE OF ITS OBLIGATIONS HEREUNDER (WHETHER NEGLIGENT, GROSSLY NEGLIGENT, RECKLESS, OR WILLFUL); OR (3) ANY ACTION TAKEN BY OR ON BEHALF OF OWNER RELATING TO THIS AGREEMENT WHICH IS NOT PERMITTED BY, OR PURSUANT TO THE PROVISIONS OF THIS AGREEMENT OR REASONABLY NECESSARY TO CARRYING OUT LENDER AND /OR OWNER'S DUTIES. ANY INDEMNIFICATION SHALL APPLY REGARDLESS OF WHETHER OR NOT SAID CLAIM, DAMAGE, LOSS, OR EXPENSE IS COVERED BY INSURANCE AS HEREIN PROVIDED. IN THE Co EVENT THAT A CLAIM IS ASSERTED AGAINST EITHER PARTY OR BOTH, OWNER SHALL PROVIDE CITY WITH A COPY OF SUCH CLAIM WITHIN A REASONABLE TIME FROM RECEIPT. OWNER FURTHER AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, OFFICIALS, AGENTS, EMPLOYEES, AND REPRESENTATIVES AGAINST ALL SUCH CLAIMS OR CAUSES OF ACTION RELATING TO COURSE OF EMPLOYMENT, WORKING CONDITIONS, WAGES AND /OR COMPENSATION OF OWNER EMPLOYEES OR FORMER OWNER EMPLOYEES AT THE CONVENTION CENTER AND RELATED HOTEL AND /OR RESTAURANT, INCLUDING VIOLATIONS OF ANY STATE, LOCAL, OR FEDERAL EMPLOYMENT LAW WHETHER COMMON LAW OR STATUTORY, AND AGAINST CLAIMS OF ANY PAST OR FUTURE LIFE /SAFETY CODE VIOLATIONS. D. Notice. Any notice required to be given under this Agreement or any statute, ordinance, or regulation, shall be effective when given in writing and deposited in the United States mail, certified mail, return receipt requested, or by hand - delivery, addressed to the respective parties as follows: CITY O'REILLY HOTEL PARTNERS — DENTON, LLC City Manager Tim O'Reilly City of Denton O'Reilly Hospitality Management, LLC 215 E. McKinney 2808 S. Ingram Mill Road, Building C100 Denton, TX 76201 Springfield, MO 65804 E. Inurement. This Agreement and each provision hereof, and each and every right, duty, obligation, and liability set forth herein shall be binding upon and inure to the benefit and obligation of the City and OWNER and their respective successors and assigns. F. Application of Laws. All terms, conditions, and provisions of this Agreement are subject to the Charter of the City of Denton, all ordinances passed pursuant thereto, and all judicial determinations relative thereto. This Agreement shall be governed by the laws of the State of Texas and venue shall lie in Denton County, Texas. G. Exclusive Agreement. This Agreement contains the entire understanding and constitutes the entire agreement between the parties hereto concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, express or implied, between or among the parties hereto, relating to the subject matter of this Agreement, which are not fully expressed herein. The terms and conditions of the Agreement shall prevail notwithstanding any variance in this Agreement from the terms and conditions of any other document relating this transaction or these transactions. This Agreement may not be modified, amended, surrendered or changed, except by a written instrument executed by both parties. 7 H. Severability. If any section, subsection, paragraph, sentence, clause, phrase, or word in this Agreement, or application thereof to any person or circumstance is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Agreement, and the parties hereby declare they would have enacted such remaining portions despite any such invalidity. I. No Representation. In entering into this Agreement, the parties acknowledge that the City has made no representation to the Owner regarding Owner's potential earnings, the possibility of future success or any other similar matter respecting the Convention Center and the City's assistance hereunder, and that the City expressly makes no guarantee as to the success of its assistance as provided hereby. This Agreement is effective as of the day of , 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO FORM: ANITA BURGESS, CITY ATTORNEY N. CITY OF DENTON, TEXAS BY: GEORGE C. CAMPBELL CITY MANAGER O'REILLY HOTEL PARTNERS — DENTON, LLC a Missouri Limited Liability Company Its: ACKNOWLEDGMENTS STATE OF TEXAS } COUNTY OF DENTON } The foregoing Management Agreement was executed before me on the day of , 2015 by George C. Campbell, City Manager of the City of Denton, Texas, a Texas municipal corporation, on behalf of said Municipal Corporation. Name: Notary Public in and for the State of Texas STATE OF TEXAS } COUNTY OF DENTON } The foregoing Management Agreement was executed before me on the day of , 2015 by , of O'Reilly Hotel Partners — Denton, LLC., on behalf of said corporation. Name: Notary Public in and for the State of Texas 9 Convention Center Supplemental Questions from Oct. 30, 2015 Council Meeting 1. What will the economic impact of the convention center be? Number of unique visitors and an estimate of their spending? The purpose of a convention center is to attract out -of -town business and generate economic activity throughout a city. The economic benefit is received from money spent by convention delegates before, after, and in- between meetings. Convention centers can generate tourist dollars in a way that other projects cannot, because, according to the Texas Association of Convention and Visitors Bureaus ( TACVB), the average convention delegate spends 2 to 2.5 times the amount spent by the "recreational tourist" on a daily basis. The TACVB industry standard for the average daily expenditure (based on city population and location relative to a major metropolitan area) for Denton is a conservative $140 per day per delegate, including hotel. Based on comparable properties in the DFW Metroplex and comparable community characteristics (such as Denton's universities and its proximity to DFW International Airport) O'Reilly Hospitality Management has created a forecast for occupancy rates of the hotel and use of the convention center. Factoring in a five -year "ramp up" period for the facility to become fully marketed and utilized, O'Reilly estimates at least 40% of the hotel's occupancy will be due to convention - related travelers. This represents about 46,500 annual room nights booked. If each of those delegates spends the conservative $140 per day, the annual estimated spending of overnight delegates in Denton equals $6.5 million. However, each dollar of convention - related spending initiates a broad set of economic interactions that produces additional spending in other sectors of a local economy. Local businesses re -spend the money received from event attendees through payroll, supplies, and services. The impact tourist expenditures have as they ripple through the local economy is measured by "multipliers." A multiplier accounts for how many times a dollar is spent by a convention attendee is re -spent in the local economy. A multiplier is a ratio of the direct, indirect, and induced spending that measures the total economic impact of each dollar spent. Industry research shows that the average multiplier across the nation is 2. In other words, for every dollar spent by a convention delegate in Denton, two dollars are generated for the local economy. In that case, the estimated annual economic impact of overnight delegates is about $13 million. Additionally, O'Reilly forecasts another 10,000 to 15,000 visitors attending regional conventions that do not require overnight stays, and a total of 100,000 to 125,000 banquet attendees annually. Assuming that these visitors will also spend money locally, the financial impact is even greater. A typical per diem expenditure for daily visitors is $45 per day and the average banquet meal costs $35 per attendee. 2. Where are the incentive funds coming from? How was the incentive amount for OHPD derived? On June 16, 2015, Council directed staff to structure an incentive proposal for the current convention center project using the same revenue sources that were considered for the prior project. As shown below, the incentive funds are generated by tax revenues from the project itself, making them performance based. Using the project pro -forma provided by OHPD, City staff estimated the project revenue from hotel occupancy tax, property tax, sales tax, and construction sales tax (shown in the summary chart below) to arrive at the proposed incentive amount. (See Appendix A for the full OHPD Incentive Analysis.) III » Mull t uuuul uulm I uuuum uuul� lulu ui lu uu li Iii ul Iii III uu ul ul oii a uu ul ul I lul uu uu uul I uu lul ul uu I� I��u I I ICI I I I I I� u� IIII I�� l u l u I�� III u.11 III I I I�� ulul I I I I II I I III I I III I I. I II I� I I lu III �I� ll llllll�Illll� ull lll IIuI�IIlIlI���IVVII`` �li IlII�IlIl I IIVV IIII I lI IIIIIIlII��Iu II� ���I n1�11I iI�� � ����iIll I�I IIIII�I�III I IIII� I I�I II IIIIIIII. O IYI III� lyy lul llllll�lllNN l lllQ llIl�lIlllllllIo�llll�P l lll Illlu� Il lll IllI�ll��lluu llI llllll, l lll�I I � l, l lllo, �� ��l� l�l lul�llllilul���lIlllllllllllI l Il`llillll�lllll llVV lll VIIIIIII��iIIII���IIIIIIII� IO I I I RI� II Ul.11lll. Il lUlllll�ll� I � ll1 1111Il111 llllI l lil U �l llllllll� ulU llllII�l Q I� lII I L lo� iIlI l U l� lI 11 lIIlI l IIlIIlI lIlIl lIl I I IU II.IIIII I . II� IIIIIIIIIIIIIIIIIIIII Hotel Occupancy Tax (HOT) 24,774,261 Property Tax 6,498,056 Sales Tax 5,004,546 Construction Sales Tax 850,000 TOTAL 37,126,863 3. Can OHPD provide a spreadsheet with a breakdown of the hard costs for the convention center portion of the project? The following chart is a summary of OHPD's costs for the convention center. (See Appendix B for the full Estimated Construction Budget provided by OHPD.) Embassy Suites Houlihan's Convention Center Total 1,000,000 - 1,868,724 2,868,724 47,439,000 - 20,302,216 67,741,216 1,509,800 - 824,000 2,333,800 8,200,106 855,010 3,043,592 12,098,709 500,723 59,805 1,309 561,838 3,156,742 344,048 1,144,708 4,645,498 1,854,191 37,765 815,536 2,707,493 64,096,473 1,296,629 28,000,086 93,393,190 2 4. Can we see a side -by -side "then" vs. "now" comparison of the two projects? University of North Texas 70,000 sf 285 -318 rooms Yes Yes Yes Project Revenue: HOT, property tax, sales tax, TIRZ; additional HOT revenue See answer to question #5 below 3 Rayzor Ranch Town Center 70,000 sf 285 -318 rooms No No No Project Revenue: HOT, property tax, sales tax, construction sales tax See answer to question #5 below S. What was the range of possible financial commitment the City was considering under the first project? When the City was considering the first project, staff prepared 13 financial forecasts regarding the City's participation. The blue columns in the chart below depict the baseline estimate, the low -end scenario, and the high -end scenario for the original project. The possible financial commitments ranged from a low of $46.5 million to a high of $60.4 million. The green column depicts the financial scenario under the current project, with an estimated City financial commitment of $37.1 million. (See Appendix C for the summary report of the financial analysis prepared in 2014. A hard copy of the full report will be provided in your packet.) Comparison of City (Public) vs OHPD (Private) Financing Scenarios City Finance City Finance City Finance OHPD Finance Convention Center Convention Center Convention Center Convention Center Baseline (25 yr @ 6 %) Low (25 yr @ 4 %) High (30 yr @ 6 %) Estimate (25 yr @ 6 %) Debt Principal 28,850,000 28,875,000 28,850,000 28,000,000 Interest 25,627,875 16,521,994 31,975,875 26,121,318 Total Debt Payment rA77, 775 , i4, , 3 , sps s7 ;' 54,121,318 Tax Revenue Project HOT 27,796,638 27,796,638 35,976,491 24,774,261 Other HOT 2,651,030 2,039,236 2,951,526 - Property Tax 6,090,421 6,090,421 7,957,264 6,498,056 Sales Tax 3,917,970 3,917,970 5,052,886 5,004,546 TI RZ 2,793,474 - - - Construction Sales Tax - - - 850,000 Total Tax Revenue I ... .........i ......4 '07 37,1 6,868' Developer Obligations Rent Payment 11,228,342 5,552,729 8,887,708 - Net Debt Obligation 6,695,000 6,695,000 8,545,000 16,994,455 Asset Replacement 4 ,jll l 6,695,000 729, ,,,, ,,,,,,,, ,,,,,,,, , 7,70, ,. 23,689,455 Total Developer Obligations City Obligations Tax Revenue 43,249,533 39,844,265 51,938,167 37,126,863 Asset Replacements 6,695,000 6,695,000 8,545,000 - Total City Obligations 4 ,jll l VJ26,868' 4 6. What is the City's obligation as far as the Public Improvement District at Rayzor Ranch? The Public Improvement District (PID) at Rayzor Ranch was established by the Council on May 13, 2014. The PID assessment is levied against the property owner. Since the City will not own the convention center or any related land in the district, it will not be responsible for paying the PID assessment. Rather the responsibility will fall on either Red Development or OHPD. 5 Appendix A — OHPD Incentive Analysis (on following page) Appendix B — Estimated Construction Budget (on following page) Denton TX Construction Budget Master (Denton City Council) 11 -3 -15 - Summary 11/3/2015 u u4 ivugUI4 Y "�iyi lll) y�i iV" w �:' III�I V Yl III �III�II� �i II��IIlll��III�� io�ll�ll aii.q� u III��II�III�III�VI����IIIII �I� III " °(i aVl )iu uuim IIIII�II�IY�VI�IIMi ill Y VA�iV 144pw SUBTOTAL —LAND COST ®� 1 ®MM ®� ®�' �1 SUBTOTAL — BUILDING COST 20,302,216.00 67,741,216.00 ®MM ■ � ®� ® ®1 ®� ® ®1 ®� ®� ® ®1 BI SUBTOTAL - TECHNICAL FEES ®_� ®M 1 ®"' ®" '®"' '®'' 1 ®� 1 ®M' ®1 ®� ®� 1 ®M ®�� ®1 ®� ® ®; ®� ®�� ®1 �SUBTOTAL—SOFT ®®�1 " —_�■ Denton TX Construction Budget Master (Denton City Council) 11 -3 -15 - Summary 11/3/2015 Appendix C — 2014 Summary Convention Center Project Financial Analysis (on following pages) DATE: October 28, 2014 TO: Mayor and City Council Members FROM: Chuck Springer, Director of Finance SUBJECT: Convention Center Project Financial Analysis The Mayor and City Council requested additional financial analysis of the proposed convention center and hotel project at the meeting of October 21, 2014 and subsequent to this date. Based on these requests, I have prepared twelve financial forecasts of the convention center and hotel project along with the presentation of the baseline scenario. I have attached two exhibits to provide this information. The first exhibit summarizes four similar scenarios on each page along the baseline scenario. The second exhibit shows the detailed spreadsheet (2 pages each scenario) for the baseline scenario and each of the twelve separate scenarios. The baseline and twelve scenarios are as follows: Baseline — 25 year debt, 6% interest, $25.0 million net proceeds, 78% occupancy, TIRZ participation 1- 30 year debt, 4% interest, $26.35 million net proceeds, 78% occupancy, no TIRZ participation 2- 30 year debt, 4% interest, $26.35 million net proceeds, 69% occupancy, no TIRZ participation 3- 25 year debt, 4% interest, $26.35 million net proceeds, 78% occupancy, no TIRZ participation 4- 25 year debt, 4% interest, $26.35 million net proceeds, 69% occupancy, no TIRZ participation 5- 30 year debt, 4% interest, $26.35 million net proceeds, 78% occupancy, TIRZ participation 6- 30 year debt, 4% interest, $26.35 million net proceeds, 69% occupancy, TIRZ participation 7- 25 year debt, 4% interest, $26.35 million net proceeds, 78% occupancy, TIRZ participation 8- 25 year debt, 4% interest, $26.35 million net proceeds, 69% occupancy, TIRZ participation 9- 30 year debt, 6% interest, $25.0 million net proceeds, 78% occupancy, no TIRZ participation 10- 30 year debt, 6% interest, $25.0 million net proceeds, 69% occupancy, no TIRZ participation 11- 25 year debt, 6% interest, $25.0 million net proceeds, 78% occupancy, no TIRZ participation 12- 25 year debt, 6% interest, $25.0 million net proceeds, 69% occupancy, no TIRZ participation Attachments Exhibit 1- Scenarios Summary 10 -28 -2014 Exhibit 2- Scenarios Detail 10 -28 -2014 c. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: ID 15 -1104, Version: 1 Agenda Information Sheet DEPARTMENT: DME ACM: Howard Martin, 349 -8232 Date: November 10, 2015 SUBJECT Receive a report, hold a discussion, and give staff direction on the Denton Renewable plan and activities related to the future power supply plans to meet the City's growth and needs. BACKGROUND Over the past five years the City of Denton has secured its place as a national leader in public power by providing 40% wind energy to its customers with no corresponding increase in rates. DME is responding to the future energy needs of its customers with the Renewable Denton Plan, a plan that will enable us to increase Denton's renewable energy from 40% to 70% by the year 2019. Renewable energy has desirable qualities due to a lower environmental impact than other conventional energy sources, and because wind and solar power can be naturally replenished. However, one undesirable quality of renewable generation is that it is intermittent and difficult to predict thereby introducing reliability or financial risks. A reliable source of dispatchable on- demand power, fueled by clean burning natural gas, is the best option to responsibly manage these risks while at the same time increasing our renewable energy footprint and providing safe, reliable power without increased rates. DME has been engaging in public outreach by mailers, publishing information via website, and conducting open house meeting with the public on October 7 and 27, 2015. DME has received feedback and comments on the Denton Renewable plan from these engagements and is taking the opportunity to brief the City Council of Denton on these activities. EXHIBIT(S) 1. Survey Results- Renewable Denton Project Respectfully submitted: Phil Williams DME, General Manager Prepared by: Smith Day Compliance Manager City of Denton Page 1 of 1 Printed on 11/5/2015 Public Survey Responses October 6., 2015 through November 04., 2015 Renewable Denton Project #1 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Tuesday, October U8.20158:48:50AM Lust Modified: Tuesday, October 08.20158:50:03AN Time Spent: 0O:0113 |P Address: �AG�11�1 Q1� Contact Information Nome Address Z|P/Posto|Code Email Address Phone Number Q2� Are you a resident of the City of Denton? Q�'3',� Are you in favor of increased renewable energy in Josh Berthume 2813 Dana Lane 76209 Yes Additional Comments | like this plan, and the economic realities are better than I would normally expect for something like this. Q4� Do you understand why the Denton Energy Center ka Yes needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaihuand at Yes' our open house events) helpful for your full Additional Comments understanding of the project? Can't wait to see the open house materials! Q& Do you believe that we've considered all relevant Yes options? QT Are there any final questions or comments you want us to answer or consider? nope 1/83 000001 Renewable Denton Project #2 0 NA J�� Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Tuesday, October 06, 2015 12:26:48 PM Lust Modified: Tuesday, October 08.201512:32:03PM Time Spent: 00:0515 |P Address: �AG�11�1 Q1� Contact Information Nome Address Z|P/Posto|Code Email Address Phone Number Soria Adibi 12D5 Quail Valley Ln#233 Q2� Are you a resident of the City of Denton? No, Other (please specify) Environment and Development Planner edNCTCOG Q3� Are you in favor of increased renewable energy in Yes Denton? Q4� Do you understand why the Denton Energy Center ia 'es needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaihuand at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant Yes options? QT Are there any final questions or comments you want us to answer or consider? I would like to understand more how Denton will achieve 17% solar power when currently it is not in the energy mix. Will there be solar panels at the Denton Energy Center or other public land? 2/83 000002 Renewable Denton Project #3 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Tuesday, October U8.20153:22:24PM Lust Modified: Tuesday, October 08.20153:42:23PN Time Spent: 0019:59 |P Address: �AG�11�1 Q1� Contact Information Nome Address Z|P/Posto|Code Email Address Phone Number Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in Q4� Do you understand why the Denton Energy Center ka needed in order to reach our goal of using 7OY6 renewable energy? Q5� Is the information presented (on this xvebaKeand at our open house events) helpful for your full understanding of the project? David Zoltner 25D1 Timber Trail 76209 Yes Additional Comments ONLY ifit can be done without increasing capital debt beyond reason. My friends neighbors, business associates talk more about reliability and rates than renewability. Please provide any available data to demonstrate residents are actually behind this orthat o select few are behind the "oonversotions"you mention above. Additional Comments Yes. | understand what you want metobelieve, but NOi don't understand how "Denton Energy Center" could possibly be cost effective even considering peak demand/higher cost in summer months.(| think vveall understand that this is way more than o7D96"bookup" Additional Comments This is nothing but pie-in-the- sky w/o details. Show me the $$$$$$$ . Q& Do you believe that we've considered all relevant No' options? Additional Comments Not only No, but HELL NO. Q'7� Are there any final questions or comments you want us to answer or consider? Yes. (1) Will you call o charter election to confirm public sentiment for o NEW utility? (2) Will you pay off TMPA/Gibbons before considering ? 3/83 000003 Renewable Denton Project 4/83 000004 Renewable Denton Project #4 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Tuesday, October 06, 2015 4:12:30 PM Lust Modified: Tuesday, October 08.2015415:50PN Time Spent: 00:03:20 IP Address: �AG�11�1 Q1� Contact Information Nome Address Z|P/Posto|Code Email Address Phone Number Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in Q4� Do you understand why the Denton Energy Center ka needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaKeand at our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant options? Chrysto|Hoyes 2403 Westwood 76205 0 Yes Yes. Additional Comments | am in favor ofmore solar. | would like some on my roof or an updraft fan generator if an option. Additional Comments Not too much info really on this page. Additional Comments | can't make any of the meetings & the info onthis page is rather sparse. Yes QT Are fl mire aii �,,y f ii 4Uqmesfloii �s or cwlnmn�11 rts ,�(/omwaii �t }�e�xxzder� d\is ms to aii �swver or (t,,,oii � s �,, r ? gueaoon 5/83 000005 Renewable Denton Project #5 Collector: Web Link 1 (Web LinW Started: Wednesday, October 07, 2015 7:11:10 AM Lust Modified: Wednesday, October 07.20157:32:28AN Time Spent: 00:2117 |P Address: 71240174.70 �AG�11�1 Q1� Contact Information Nome James /iAttoyo Address 20DGBrookhoUowDr. 2|P/Posto|Code 76207 Email Address Phone Number Q2� Are you a resident of the City of Denton? Yes Q3� Are you in favor of increased renewable energy in Yes, Denton? Additional Comments Denton should continue to increase the amount of power itpurchases from renewable energy sources beyond the 7D96itit proposing for 2D10. Q4� Do you understand why the Denton Energy Center ia Yes needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaKeand at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant No' options? Additional Comments Has large scale geothermal energy sources been considered? QT Are there any final questions or comments you want us to answer or consider? Where on the west side of Denton will the new gas powered power plant be located? 6/83 000006 Renewable Denton Project #6 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: VVednesday, October 07, 2015 11:07:00 AN Lust Modified: Wednesday, October 07, 2015 12:46:44 PM Time Spent: 01:39:43 IP Address: �AU�11�1 Q1� Contact Information Nome Address Z|P/Posto|Code Email Address Phone Number Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in David Dailey 1024HoUyhiU. Denton TX 76205 Yes Additional Comments If rates per kvvhwill be equal or less than the rest of Q4� Do you understand why the Denton Energy Center ka Additional Comments needed in order to reach our goal of using 70Y6 VVhed about reacquiring and updating Spencer? It's renewable energy? already o local gas plant. |emoi|ed Peggy inJan. 2D14. about this whole subject and neither o reply orr an acknowledgement. M Is the information presented (on this xvebaKeand at our open house events) helpful for your full understanding of the project? Additional Comments Incomplete. The whole Spencer consideration has been hidden. Sold toonti-frookers (not Garland) per DRC1D/DG? You need to clarify and not bury the facts. How much to get out of TIVIPA? Q& Do you believe that we've considered all relevant No' options? Additional Comments See above. Q'7� Are there any final questions or comments you want us to answer or consider? Can Spencer plant be purchased back from Garland? Please address these questions and reply. Thank you. 7/83 000007 Renewable Denton Project #7 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: VVednesday, October 07, 2015 4:27:52 PM Last Modified: Wednesday, October 07.20154,44`47 FM Time Spent: 0O18:55 IP Address: �AG�11�1 Q1� Contact Information Nome Matthew Bourns Address 2123foxoroftoir 2|P/Posto|Code 76200 Email Address Phone Number Q2� Are you a resident of the City of Denton? Yes Q�'3',� Are you in favor of increased renewable energy in Yes, Denton? Additional Comments |tis imperative that vve increase the renewable energy mix in denton Q4� Do you understand why the Denton Energy Center ia Yes needed in order to reach our goal of using 7OY6 renewable energy? Q5� Is the information presented (on this xvebaKeand at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant No options? Q'7� Are there any final questions or comments you want us to answer or consider? i think that in the current market it is possible for clenton to go 100% without a large uncompetitive end rate for us the users. The cost of renewable energy has fallen dramatically and keeps getting cheaper. Within the city itself there are lots of opportunities to generate our own electricity using renewable sources for example solar could be installed on the roofs of buildings or over parking areas. In europe solar is installed over the rail lines even. Wind generators are becoming cheaper as well though not such a good fit for a city environment. If there were more consumer incentives available to help defray the costs of installation or electricity buy back, I think there would be more individuals installing solar on their properties. 8/83 000008 Renewable Denton Project #$ Collector: Embedded Survey 1 (Website W. wvey) Started: Wednesday, October 07, 2015 9:48:37 PM Last Modified: Wednesday, October 07, 2015 9:57:08 PM Time Spent: 00:08:30 IP Address: 71.97.108.57 II°I'AG11C "'ll Q'I � Contact Information Name Address ZIP /Postal Code Email Address Phone Number Q2� Are you a resident of the City of Denton? Q3t Are you in favor of increased renewable energy in Denton? Q4� Do you understand why the Denton Energy Center is needed in order to reach our goal of using 70% renewable energy? Paul McCormick 1111 Ector Street 76201 Yes Yes, Additional Comments We should expand the Denton Municipal Electric program for rooftop solar subsidies and put together a comprehensive list of installers who have been thoroughly reviewed by some sort of city committee that might be created to do so. Yes, Additional Comments We can go to 100 %! We just need to implement the battery technology available to households and businesses and bring it to the scale of an electric utility. Adding rebates to the GreenSense program for home batteries can make 100% a reality. We can also recycle car batteries (Denton Solid Waste department surely gets plenty of those) for use by DME to store solar and wind electricity during peak production for use during peak use hours. Q54 Is the information presented (on this website and at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant Yes options? Q7 Are there any final questions or comments you want us to answer or consider? This plan is great for 2019; however, I truly believe we could be at 100% renewables by 2030 by simply implementing batteries into the system in order to moderate the ebb and flow of today's renewables. This can be done through the proliferation of home batteries (potentially accelerated by a GreenSense rebate) and /or through utility -scale reuse of batteries. 9/83 000009 Renewable Denton Project 10/83 000010 Renewable Denton Project #9 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Thursday, October 08, 2015 1:26:45 AM Lust Modified: Thursday, October 08.20151:3119AN Time Spent: 00:04:33 IP Address: 71.252.195.236 �AU�11�1 Q1� Contact Information Nome Address Z|P/Posto|Code Email Address Phone Number Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in Q4� Do you understand why the Denton Energy Center ka needed in order to reach our goal of using 7OY6 renewable energy? Cathy McMullen 805Ecto 76201 Yes Additional Comments RENEWABLE Additional Comments Denton can reach 7D96 renewable with no natural gas power plant. VVedo not want another fossil fuel energy production plant. Call the energy center what itiso dirty fossil fuel plant Q5� Is the information presented (on this xvebaKeand at No our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant No' options? Additional Comments Georgetown Texas 100% renewable. Q'7� Are there any final questions or comments you want us to answer or consider? Your plan is short sighted and you have not considered all the sources of emission a natural gas power plant will produce, fracking, transmission lines, compressor stations. Denton residents are well educated on this issue so you should bealso. 11/83 000011 Renewable Denton Project #10 0 NA 1�� Collector: Web Link 1 (Web LinW Started: Friday, October 09.20159:57:45AN Lust Modified: Fhdey, October 09,201510l0:07AM Time Spent: 00:02:22 IP Address: �AG�11�1 Q1� Contact Information Nome Address Z|P/Posto|Code Email Address Phone Number Jason Lewis 2816 Eng|efie|dGm Q2� Are you a resident of the City of Denton? Yes Q3� Are you in favor of increased renewable energy in Yes Denton? Q4� Do you understand why the Denton Energy Center ia 'es needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaihuand at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant Yes options? QT Are there any final questions or comments you want us to answer or consider? How can individual homes with solar grids assist with the grid? Are there any plans to help residential customers install solar panels on their property and sell power to the grid when /ifneeded? 12/83 000012 Renewable Denton Project #11 Collector: Web Link 1 (Web LinW Started: Saturday, October 10, 2015 5:21:40 AM Lust Modified: Saturday, October 10.20155:22:48AN Time Spent: 0O:01I6 IP Address: �AG�11�1 Q1� Contact Information Nome GonahVoe|ker Address 2530 Liberty Ln. 2|P/Posto|Code 76200 Email Address Q2� Are you a resident of the City of Denton? Yes Q�'3',� Are you in favor of increased renewable energy in Yes Q4� Do you understand why the Denton Energy Center ka Yes needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaihuand at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant Yes options? QT Are fl mire aii �,,yf�ii 4� qmesfloii �s or cwlnmn��ts ,�(/omwvaii �t }�e��onden�a6/��ed�6is ms to aii �swver or (t,,,oii � s �,, r ? gueadon 13/83 000013 Renewable Denton Project #12 0 NA 1�� Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Seuu,day, October 10.2015 1:59:55 PM Lust Modified: Semnday, October 10, 20152:05:55 PM Time Spent: 00:06:00 IP Address: �AG�11�1 Q1� Contact Information Nome Address Z|P/Posto|Code Email Address Q2� Are you a resident of the City of Denton? Q�'3',� Are you in favor of increased renewable energy in Q4� Do you understand why the Denton Energy Center ka needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaKeand at our open house events) helpful for your full understanding of the project? J.P.DeMeritt 18DD Jason Dr Apt 13D 76205 Yes Yes No, Additional Comments There's not enough information on the website to tell. Additional Comments Having not been to an open house, I don't know. Q& Do you believe that we've considered all relevant No' options? Additional Comments Without o listing of all the options, ifs impossible to tell. Q'7� Are there any final questions or comments you want us to answer or consider? I'm curious what projections about Denton's growth -- both numbers of people and amount of electricity consumed -- are behind this plan? 14/83 000014 Renewable Denton Project #13 Collector: Embedded Survey 1 (Website W. wvey) Started: Saturday, October 10, 2015 4:00:27 PM Last Modified: Saturday, October 10, 2015 4:43:11 PM Time Spent: 00:42:44 IP Address: °I'A G11C "'ll Q'I: Contact Information Name Address ZIP /Postal Code Email Address Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in Denton? Q4� Do you understand why the Denton Energy Center is needed in order to reach our goal of using 70% renewable energy? M Is the information presented (on this website and at our open house events) helpful for your full understanding of the project? Thomas Frank 2112 Woodbrook St 76205 Yes M Additional Comments In general, the costs of renewable energy can not be competitive with gas powered electrical energy plants. Natural gas is plentiful and historically very cheap. Renewable energy is subsidized in order to be competitive and this subsidization may be decreased or be eliminated in the future. During the past 5 years electrical rates in Denton have increase at least 35% and I suspect this is primarily due to the increase in renewable useage in Denton. M Additional Comments I am miffed how building a new gas plant in Denton would: 1) increase renewable and 2) increase electrical costs. It is established that natural gas is by far the least expensive mode of generating electricity. Renewable is the most expensive due, in part, to high initial capital costs and low reliability M Additional Comments No explanation of why Denton picked a target of 70% renewable, why rates would increase if we maintain our current status and why going more renewable is so important. 15/83 000015 Renewable Denton Project Q& Do you believe that we've considered all relevant No, options? Additional Comments I am convinced that going to more renewable will significantly increase electricity costs. This will be a great burden to people on fixed income and the working poor. There was no discussion of alternatives that were considered. Q1� Are there any final questions or comments you want us to answer or consider? If there is such a great demand for more renewable then allow customers a choice in selecting their source of electricity (fossil or renewable) . That way the true believers of renewable can put "their" money towards this increased cost. I am strongly opposed to paying more for electricity just because some people think renewable is a good thing. 16/83 000016 Renewable Denton Project #14 Collector: Web Link 1 (Web 1l ink) Started: Saturday, October 10, 2015 11:06:03 PM Last Modified: Saturday, October 10, 2015 11:16:49 PM Time Spent: 00:10:46 IP Address: II°I'AG11C "'ll Q'I � Contact Information Name Cary Cates Address 4120 Bonita Ave ZIP /Postal Code 76210 Q2� Are you a resident of the City of Denton? Yes Q3� Are you in favor of increased renewable energy in No, Denton? Additional Comments See comments on the bottom Q4� Do you understand why the Denton Energy Center is Yes needed in order to reach our goal of using 70% renewable energy? M Is the information presented (on this website and at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant No, options? Additional Comments How would I know? I am not an expert in this market Q1� Are there any final questions or comments you want us to answer or consider? On the website there is a graph forecasting electricity prices 15+ years out. How can you possibly claim to know the cost of commodities that far out? The ONLY thing that you should consider is the cost of delivering electricity based on short term forecasts. Since you are a monopoly provider in Denton, you have a responsibility to consider the costs only and not anyone's political preferences. If you truly believe that going 70% renewable will save citizens money based on ST forecasts then it is the best plan. If staying in the current arrangement w/ other municipal providers and building a natural gas plant projects lower costs to citizens, then you should do that. There are thousands of citizens in the community that need every dollar they have and if you impose higher costs on them based on going "renewable" then that is unethical. To sum up my position, you should absolutely not consider anything other than the costs to citizens since you are dictating terms to them in a non competitive marketplace (ie monopoly provider.) Please disregard people arguing for 100% renewable because they are only thinking about their own preferences and not those of their fellow citizens. 17/83 000017 Renewable Denton Project #15 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Monday, October 12.201511:08:38AN Lust Modified: Monday, October 12.20151113:24AN Time Spent: 00:06:46 IP Address: �AU�11�1 Q1� Contact Information Nome Address Z|P/Posto|Code Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in Q4� Do you understand why the Denton Energy Center ka needed in order to reach our goal of using 7OY6 renewable energy? Q5� Is the information presented (on this xvebaKeand at our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant options? George D. Mitchell 2025 Georgetown Dr 76201 Yes Yes No. Additional Comments If Georgetown can do it, we should also be able to do it. See the recent article in the DRC. zo Additional Comments Claims are made without substantiation and detail. QT Are there any final questions or comments you want us to answer or consider? Not edthis time. 18/83 000018 Renewable Denton Project #16 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Monday, October 12.20151118:04AN Lust Modified: Monday, October 12.201511:38:05AN Time Spent: 0018:01 |P Address: �AG�11�1 Q1� Contact Information Nome Address Z|P/Posto|Code Email Address Q2� Are you a resident of the City of Denton? James Orenstein 18D2 Rocky Creek Dr. 75137 Other (please specify) Volunteer solar advocate in DFVVregion; resident of Duncanville. Q�'3',� Are you in favor of increased renewable energy in Yes, Denton? Additional Comments In particular the positive impacts on regional air quality in line with NCTCOG Solar Ready || & related projects. Q4� Do you understand why the Denton Energy Center ia Yes needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaKeand at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant Additional Comments options? I assume so but am not yet sure. QT Are there any final questions or comments you want us to answer or consider? Have you considered including distributed generation such as "behind the meter" residential & commercial solar PV & potentially including shared or community systems (other than utility owned) in your planning & reporting on renevvob|es? While they may normally be considered as part of demand reduction programs, there is an argument that the offset demand is still there in case of bad weather, and while not significant today they could become so before 2030. 19/83 000019 Renewable Denton Project #17 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Monday, October 12.20151:21:21 PM Lust Modified: Monday, October 12.20151:31:08PM Time Spent: 00:09:47 IP Address: �AG�11�1 Q1� Contact Information Nome Address Z|P/Posto|Code Email Address Q2� Are you a resident of the City of Denton? Q�'3',� Are you in favor of increased renewable energy in James Orenstein 18D2 Rocky Creek Dr. 75137 Other (please specify) Resident of Duncanville but also volunteer advocate for Solar PVDFVVregionvvide. Additional Comments Region wide benefits include improved air quality in accordance with NCTCOG Solar Ready ||&related Q4� Do you understand why the Denton Energy Center ka Yes needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaKeand at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've conakb*n*d all relevant Additional Comments Assume so but don't know yet. options? Q'7� Are there any final questions or comments you want us to answer or consider? Have you considered grid integrated storage as part ofthis plan (or otherwise) such as being promoted by Onoor including at their Microgrid demonstration project & in earlier Brattle report on teh Value of Distributed Electricity Storage in Texas (link in ref below)? http://energy.gov/ ites/pnod/ |es/2D15/D7/f24/EAC962DMioroghd_Dovid962DTreioh|ecpdf 20/83 000020 Renewable Denton Project #48 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Tuesday, October 20, 2015 3:15:47 PM Lust Modified: Tuesday, October 20.20153:35:49PM Time Spent: 0O:20:02 IP Address: �AU�11�1 Q1� Contact Information Nome Address 2|P/Posto|Code Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in James Orenstein 18D2 Rocky Creek Dr. 75137 Other (please specify) |omo member of the North Texas Renewable Energy Group, and o contributor to the North Central Texas Council of Governments Solar Ready || program, both of which are concerned with regional adoption of distributed solar. Yes Q4� Do you understand why the Denton Energy Center ka No' needed in order to reach our goal of using 7OY6 Additional Comments renewable energy? Some residents ot the 1D/10 open meeting expressed the opinion that there were other alternatives to building the 1396 gas generators. M Is the information presented (on this xvebaihuand at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant options? Additional Comments |vvou|d like tosee o more detailed consideration of incorporating |000| distributed solar including both residential, commercial, & community/shared arrays in your plans. | was told ot the 1D/10 open meeting that you had not included them because ofconsidering them only os demand reduction, insignificant, ¬ cost competitive. 54/83 000021 Renewable Denton Project QT Are there any final questions or comments you want us to answer or consider? Have you done any value of solar calculations to compare costs & benefits of local distributed solar compared to remote utility scale solar? 55/83 000022 Renewable Denton Project #70 Collector: Embedded Survey 1 (Website W. wvey) Started: Wednesday, October 28, 2015 6:04:47 PM Last Modified: Wednesday, October 28, 2015 6:10:40 PM Time Spent: 00:05:52 IP Address: II°I'AG11C "'ll Q'!: Contact Information Name Address ZIP /Postal Code Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in Denton? Q4� Do you understand why the Denton Energy Center is needed in order to reach our goal of using 70% renewable energy? Q54 Is the information presented (on this website and at our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant options? James Orenstein 1802 Rocky Creek Dr. 75137 No Yes No, Additional Comments I believe there may be other short term alternatives which allow more flexibility in the long term. Yes, Additional Comments I attended both open meetings, found them extremely informative, and thank you very much for the opportunity for discussion. M Additional Comments Have you considered offering a distributed solar leasing program like CPS recently announced? Ref: Take My Solar Panel, Please! San Antonio just announced a brilliant new business model for renewable energy http: / /www.sIate.com /articles /technology /the_juice /201 5/09/ solar_ panels_ from_cps_energy_the_san_antonio utility _s_brilliant_new_business.html Q'7: Are there any final questions or comments you want us to answer or consider? Thanks again for your consideration. 83/83 000023 Renewable Denton Project #18 Collector: Embedded Survey 1 (Websille Swvey) Started: Tuesday, October 13, 2015 10:13:48 AM Last Modified: Tuesday, October 13, 2015 10:21:15 AM Time Spent: 00:07:27 IP Address: �IAG�11 "'li Q'i � Contact Information Name Email Address Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in Denton? Steve Hench M Other (please specify) Based in D/FW. Turbine Test site west of Fort Worth. Yes Q4� Do you understand why the Denton Energy Center is Yes needed in order to reach our goal of using 70% renewable energy? M Its fl ie iii fforri'l at, oil rteo,l (oil tlliis w6[,'�site aii at pa n(h'n our 0 Y)ell iouse evell rt S) i6 'Y)fifl foil, "�(/our fifl1 u ii e r st a ii ii offl ie t'Y)roJ Ell', (C' "U"? ' Q& Il ")o,,vou ','.wfievet] iat we've coii afl1 r6evaii rt Q1� Are there any final questions or comments you want us to answer or consider? We can provide substantial help with new wind technology that is much lower in cost, safer for humans and birds, and reduced visual impact than existing solutions. Steve Hench is a former Scientist at Los Alamos National Laboratory and also former Chief Scientist of Alternative Energy Solutions for LEIDOS, in Washington, DC. 21 /83 000024 Renewable Denton Project #19 Collector: Embedded Survey 1 (Websille Swvey) Started: Monday, October 19, 2015 5:00:59 PM Last Modified: Monday, October 19, 2015 5:41:30 PM Time Spent: 00:40:31 IP Address: 71.170.47.194 FIAGE "'li Q'i � Contact Information Name test mark Q2� rey/ou a resh',Ieii rt oft] in ,' (it-y/ of Aoll Q"'3',� Are y/ou iii favor of iii mreaseo',l reii mvva, [,'.fll e eii mrgy/ ill ') e ii rtoll 0, Q4 11 ")oy/ou lixi P,, r st a ii u',l vO vy/ fl i IIMit too [ ' ' �11 P,' Ill "y/ 11 rtar is ii e �"'l �"'l DI 011'V"Jh�.rto rea(tfl of ush 7 0 % reii eii n ,, ?' M Its fl ie iii fforri'l at, oil rteo,l (oil n t ll iis w6[,'esite aii at, our q. Y)ell iouse evell A' S)) id 'Y)fifl foil, 'y/our fifll u ii ulmrstaii ii offl ie tY)ro' "U"? J Ell', (C' Q& 11 ")oy/ou II,.m fievetl iat we've coii afll rdevaii rt 0 'Y)t i 0 11 nS? QT Are fl iere aii vy/ f ii 4 questioii s oil, cori'li"i'leii As y/ou waii A us to aii �svver oil, coii � s � e r ?' 22/83 000025 Renewable Denton Project #20 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Mondey, October 19.20155:43:34PM Lust Modified: Monday, October 19.20158:09:25PM Time Spent: 00:25:50 IP Address: 71.170.47.194 �AG�11�1 Q1� Contact Information Nome Address 2|P/Posto|Code Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in Rob Rayner 607G.Looust#10 1Denton 76201 Yes Yes Q4� Do you understand why the Denton Energy Center ka Yes needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaihuand at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant Yes options? QT Are there any final questions or comments you want us to answer or consider? Please express what challenges you have addressed that would help the citizens of Denton understand the extent these energy needs can improve their lives. Energy efficient service may come oto price concerning the environment but growth demands service. Even to residential inhabitants. 2]/8] 000026 Renewable Denton Project #21 0 NA J�� Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Monday, October 19.20154:57:54PM Lust Modified: Monday, October 19.2015814:51 PM Time Spent: 0118:57 |P Address: 7117047194 �AG�11�1 Q1� Contact Information Nome Address 2|P/Posto|Code Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in Q4� Do you understand why the Denton Energy Center ka needed in order to reach our goal of using 7OY6 renewable energy? mioheUekmn 1401 Egan St 76201 Yes Yes Additional Comments Yes, but | would urge you to look ed the mistakes of the last city-owned power generation plant and plan for every possible outcome before putting all your eggs in one basket with city-owned equipment & structures. M Is the information presented (on this xvebaKeand at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant No' options? Additional Comments I'd advocate for finding third-party power suppliers rather than undertaking the whole thing yourself. Fewer risks to city taxpayers. Q'7� Are there any final questions or comments you want us to answer or consider? I know you are all working hard and I think this is an excellent start, but the plan itself really needs to be looked at from o financial as well as on ecological standpoint. There is o middle ground that will be the best-case scenario for us: use history and good planning to figure out what itis. 24/83 000027 Renewable Denton Project #22 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Mondey, October 19.2015810:33 PM Lust Modified: Monday, October 19.2015815:54PM Time Spent: 0OI5:21 IP Address: 71.170.47.194 �AU�11�1 Q1� Contact Information Nome Address 2|P/Posto|Code Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in Q4� Do you understand why the Denton Energy Center ka needed in order to reach our goal of using 7OY6 renewable energy? Marshall Smith 2D1G Redwood Place 76209 Yes Additional Comments | think vve should goto1DD96os soon os possible. |f Georgetown can do it, we can do it. zo Additional Comments VVe will be stuck with gas fired plants for o long time. Global warming is happening now. All of the carbon that isin the ground needs to stay in the ground. It's not an option. We are past the point of no return. Q5� Is the information presented (on this xvebaKeand at No our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant No' options? Additional Comments Too much emphasis on cost, not enough onextreme weather and the causes ofit. Q'7: Are fl mire aii �,,y f ii 4Uqmesfloii �s or cwlnmn�11 rts ,�(/omwaii �t }�e�xxzder� d\is ms to aii �swver or (t,,,oii � s �,, r ? gueaoon 25/83 000028 Renewable Denton Project #23 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Mondey, October 19.20158:0O:58 PM Lust Modified: Monday, October 19.2015817:41PM Time Spent: 0018:42 |P Address: 7117047194 �AG�11�1 Q1� Contact Information Nome Address 2|P/Posto|Code dommedd 2005hdlyhiU Q2� Are you a resident of the City of Denton? Yes Q3� Are you in favor of increased renewable energy in Yes Denton? Q4� Do you understand why the Denton Energy Center ia No needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaihuand at No our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant No options? QT Are fl mire aii f�ii 4� qmesfloii �s or cwlnmn��ts',�(/omwvaii �t }�e��onden�a6/��ed�6is ms to aii �swver or (t,,,oii � s �,, r ? gueadon 26/83 000029 Renewable Denton Project #24 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Mondey, October 19.20155:03:01 PM Lust Modified: Monday, October 19.2015818:3OPM Time Spent: 0115:28 |P Address: 7117047194 �AU�11�1 Q1� Contact Information Nome Clarence J. Wood Jr. Address 1321 Anna Street Z|P/Posto|Code 76201 Q2� Are you a resident of the City of Denton? Yes Q�'3',� Are you in favor of increased renewable energy in Yes Q4� Do you understand why the Denton Energy Center ka Yes needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaKeand at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant No' options? Additional Comments Would like to see 1DD96 renewable option; not just the 70%. QT Are there any final questions or comments you want us to answer or consider? Would like toknow if you've researched how other cities/communities who are already on1DD96 renewable sources (Georgetowm.TX and others) are doing, and if this is possible inDenton? Have you researched possible natural gas price increases when the current coal plants are shut down? | would like the general voting population be able tovote on something this significant to all the population; this effects everybody. 27/83 000030 Renewable Denton Project #25 Collector: Embedded Survey 1 (Website Swvey) Started: Monday, October 19, 2015 6:16:16 PM Last Modified: Monday, October 19, 2015 6:18:46 PM Time Spent: 00:02:30 IP Address: 71.170.47.194 °IAG�11 "'li Q'i � Contact Information Name Address ZIP/Postal Code Forrest Valentine 204 Meadow LN 76207 Q2� Are you a resident of the City of Denton? Yes Q3� Are you in favor of increased renewable energy in Yes Denton? Q4� Do you understand why the Denton Energy Center is Yes needed in order to reach our goal of using 70% renewable energy? Q5� Is the information presented (on this website and at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant Yes options? QT Are fl mire aii f ii 4 quesfloii ns or cwllff`11,11P� 11 rts ,�(/ou waii �t us to aii svver or (t,,,oii n s � �,, r ? 28/83 000031 Renewable Denton Project #26 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Mondey, October 19.2015818:50 PM Lust Modified: Monday, October 19.20158:23:33PM Time Spent: 00:04:43 IP Address: 71.170.47.194 �AG�11�1 Q1� Contact Information Nome Address 2|P/Posto|Code Stu Moorhead 135Ruidoso[t 76205 Q2� Are you a resident of the City of Denton? Yes Q�'3',� Are you in favor of increased renewable energy in Yes, Denton? Additional Comments Everything iso balance. VVe need to ensure vveare extracting os much renewable energy ospractical, without drastically increasing rotes, or risk in fluid transmission ofpower. Q4� Do you understand why the Denton Energy Center ia Yes needed in order to reach our goal of using 7OY6 renewable energy? Q5� Is the information presented (on this xvebaKeand at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant Yes options? QT Are there any final questions or comments you want us to answer or consider? | would be interested in learning of other communities that have used o similar approach. 29/83 000032 Renewable Denton Project #27 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Monday, October 19.20154:58:23PM Lust Modified: Monday, October 19.20158:25:41PM Time Spent: 01:2917 IP Address: 71.170.47.194 �AG�11�1 Q1� Contact Information Nome AmondoMogoUon ZIP/Postal Code 76210 Q2� Are you a resident of the City of Denton? Yes Q3� Are you in favor of increased renewable energy in Yes Q4� Do you understand why the Denton Energy Center ka Yes needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaihuand at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant Yes options? Q'7� Are there any final questions or comments you want us to answer or consider? This is an outstanding plan that efficiently balances our city's desire for renewable energy, along with the economic certainty that comes along with having o generating unit ed our city's hand. This will get us further away from coal- generated energy.ondhe|pusoohieveourgoo|ofbeingonenergy-independentoity.mointoiningoneverexponding green footprint, while keeping costs low for the citizens of Denton. 30/83 000033 Renewable Denton Project #28 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Mondey, October 19.20158:20:38 PM Lust Modified: Monday, October 19.20158:25:55PM Time Spent: 0O:0518 IP Address: 71.170.47.194 �AG�11�1 Q1� Contact Information Nome Address 2|P/Posto|Code Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in Miohoe|Hennen 724 Thomas Street 786201 Yes Additional Comments The city should NOT build o new fossil-fuel burning power plant. Q4� Do you understand why the Denton Energy Center ka No needed in order to reach our goal of using 7OY6 renewable energy? Q5� Is the information presented (on this xvebaihuand at Yes' our open house events) helpful for your full Additional Comments understanding of the project? However, the explanations only deal with consumer cost. The overall cost to the environment and to society of extracting, transporting, and burning fossil fuels is not taken into account. Q& Do you believe that we've considered all relevant No' options? Additional Comments | did NOT see sufficient explanation of emerging technologies such os battery storage. Q'7� Are there any final questions or comments you want us to answer or consider? The city will be acting ino very short-sighted way if it builds o power plant using fossil fuels. More wind and solar emphasis iso better way togo. 31/83 000034 Renewable Denton Project #29 Collector: Embedded Survey 1 (Website W. wvey) Started: Monday, October 19, 2015 5:01:20 PM Last Modified: Monday, October 19, 2015 6:32:11 PM Time Spent: 01:30:51 IP Address: 71.170.47.194 II°I'AG11C "'ll Q'! � Contact Information Name Address ZIP /Postal Code Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in Denton? Q4� Do you understand why the Denton Energy Center is needed in order to reach our goal of using 70% renewable energy? M Is the information presented (on this website and at our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant options? Christie A. Wood 1020 Coit Street 76201 Yes Yes, Additional Comments Would like Denton to be known as the 100% Renewable Energy City! Yes, Additional Comments I think a 70% goal is better than 40 %, but would prefer DME work on 100% renewable plans. Yes, Additional Comments I learned more at the 10/18/15 District 2 information meeting hosted by City Council person Briggs. This presentation at the Civic Center feels more like a dog & pony show to "sell" the 70% plan to the public, rather than a real question & answer session giving out detailed information and listening to feedback. 20 Additional Comments The energy industry changes from day to day ... it is in a state of flux. DME could not possibly be able to consider ALL relevant options. I think DME needs more time to consider multiple options, including 100% renewable energy, with new industrial battery backup plans. I am not an expert, but I strongly believe going with yet another fossil fuel plant is not the future for Denton. 32/83 000035 Renewable Denton Project Q1� Are there any final questions or comments you want us to answer or consider? The fact that this decision about all of Denton's energy needs is not being presented to all Denton's voting citizens, but will be decided by City Council, is not the way to do this. This needs to be worked out with complete transparency to the voters. Right now it feels like DME is being rushed to get a plan together by the Nov. Council meeting; and then a vote on it by Dec. Why only one plan? Why not look seriously at the 100% renewable plan? This feels terribly rushed, and smacks of back room politics. The citizens of Denton voted to ban fracking. We don't want to encourage MORE fracking by building natural gas plants!!! 33/83 000036 Renewable Denton Project #30 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Mondey, October 19.20158:24:21 PM Lust Modified: Monday, October 19.20158:33:42PM Time Spent: 00:09:21 IP Address: 71.170.47.194 �AG�11�1 Q1� Contact Information Nome Address 2|P/Posto|Code E Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in Q4� Do you understand why the Denton Energy Center ka needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaKeand at our open house events) helpful for your full understanding of the project? James Carr 152GWiUovvwoodStreet 76205 Yes Additional Comments Yes, but | want to see the carbon impact ofcurrent and any proposed plan. Additional Comments VVe need renevvob|es and battery technology like other municipalities in Texas and California have adopted. Additional Comments Although appreciated, the issue of market share ed 1796of the plan seems tobe something that could be replaced by renevvob|es. Q& Do you believe that we've considered all relevant No' options? Additional Comments Buybacks ed1DD96 for o system that is not designed to absorb more home solar installation than the current plan looks suspect. In other words, buybacks will eventually be less than 1DD96.to say the least. Q'7� Are there any final questions or comments you want us to answer or consider? If the citizens of Denton are not allowed to vote on this, there will be recalls of City Council. 34/83 000037 Renewable Denton Project #31 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Mondey, October 19.20154:58:07PM Lust Modified: Monday, October 19.20158:3713PM Time Spent: 01:39:08 IP Address: 71.170.47.194 �AG�11�1 Q1� Contact Information Nome Address 2|P/Posto|Code Q2� Are you a resident of the City of Denton? Q�'3',� Are you in favor of increased renewable energy in Q4� Do you understand why the Denton Energy Center ka needed in order to reach our goal of using 7OY6 renewable energy? John Russell 23D2 Jacqueline Dr 76205 Yes Yes Additional Comments Conditionally, if the DEC is located ed Pecan Creek Water Treatment facility and is capable ofswitching from natural gas tobiogos(methone) from the sewage treatment process easily | would support it. |f the DEC infrastructure and location lacks flexibility and can only do methane from natural gas and not biofue||would not support it. M Is the information presented (on this xvebaKeand at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant Yes' options? Additional Comments The DIVIE representative | spoke with did actually discuss o methane source-flexible DEC with others os one of the options being looked at. 35/83 000038 Renewable Denton Project Q1� Are there any final questions or comments you want us to answer or consider? Domestic Natural Gas is cheap ($2.60 per million BTU) because it is limited to the US market, that will change at the end of this year when the first four seaport based facilities for liquefying natural gas will be capable (collectively) of shipping 20% of our natural gas to foreign markets such as Europe (where they can get $8 per million BTU) and Northeast Asia (where they can get $10 per million BTU). We can expect the price of Natural gas to rise. The Energy Information Administration expects natural gas prices to rise 53% from $2.60 per million BTU to $4.88 in 2020. A flexible DEC located at Pecan Creek would create a natural "cap" on these potentially higher natural gas prices which will be the point at which it is cheaper to use methane coming from our sewage treatment as biogas. As technology improves for extracting that gas from waste that threshold will lower and it is conceivable we could have a DEC that runs half on natural gas and half on biogas by 2017... and completely on biogas by 2020. Its a reasonable hedge, to ensure price stability later for a reasonable level of expense now. Politically it would be something that money minded citizens and ecologically minded citizens can both get behind and reduce opposition to the DEC. Please contact me for sources of information about projects already started and working in India that are beginning to produce modest and promising results that will be expanded upon as a national effort of the government of India to support biofuel production on an unprecedented scale. We can do it if they can. 36/83 000039 Renewable Denton Project #32 Collector: Embedded Survey 1 (Website W. wvey) Started: Monday, October 19, 2015 6:18:14 PM Last Modified: Monday, October 19, 2015 6:38:20 PM Time Spent: 00:20:06 IP Address: 71.170.47.194 II°I'AG11C "'ll Q'I � Contact Information Name Address ZIP /Postal Code Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in Denton? Q4� Do you understand why the Denton Energy Center is needed in order to reach our goal of using 70% renewable energy? M Is the information presented (on this website and at our open house events) helpful for your full understanding of the project? Jennifer Lane 1526 Willowwood Street 76205 Yes Yes, Additional Comments I am in favor of 100% renewables. I do not want to see 2 power plants built and energy sold at profit. M Additional Comments This has been thrust on the public without proper discussion and vote. Yes, Additional Comments to a degree, but the market projections seem pessimistic concerning renewable technology. Q& Do you believe that we've considered all relevant No, options? Additional Comments Let's see more than one plan and let the voters choose. This is all happening in great haste. Slow down. Q7 Are there any final questions or comments you want us to answer or consider? If we cannot vote on this, the citizens of Denton will recall the City Council members who vote to not let us vote. 37/83 000040 Renewable Denton Project #33 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Mondey, October 19, 2015 6:17:14 PM Lust Modified: Monday, October 19.20158:43:38PM Time Spent: 00:28:24 IP Address: 71.170.47.194 �AG�11�1 Q1� Contact Information Nome Address 2|P/Posto|Code Q2� Are you a resident of the City ofDenton? Q3� Are you in favor of increased renewable energy in Denton? Q4� Do you understand why the Denton Energy Center ka needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaKeand at our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant options? AlonGohiegg 01D1 Compton Et 76207 Yes Yes No, Additional Comments A little fuzzy on this question. Additional Comments A wonderful opportunity, hope there are many who take advantage ofit Additional Comments Not familiar enough with the plan. | will try toeducate myself QT Are there any final questions or comments you want us to answer or consider? Does DIVIE actually own shares or any portion of the wind or solar farms? 38/83 000041 Renewable Denton Project #34 Collector: Embedded Survey 1 (Website W. wvey) Started: Monday, October 19, 2015 6:38:30 PM Last Modified: Monday, October 19, 2015 6:45:19 PM Time Spent: 00:06:49 IP Address: 71.170.47.194 II°I'AG11C "'ll Q'I � Contact Information Name Jodi Ismert Address 819 Anna St ZIP /Postal Code 76201 Q2� Are you a resident of the City of Denton? Yes Q3� Are you in favor of increased renewable energy in Yes Denton? Q4� Do you understand why the Denton Energy Center is No needed in order to reach our goal of using 70% renewable energy? M Is the information presented (on this website and at our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant options? Q 7� Are fl i "tlPr ire aiik ,,y f OOhn° q9.UPr: `"rofloiihs or coOIfIIrri°V�. Ohms ,V(/o.0 "aPPUa° iiP us to 0 iii svver or ¢:,oiinsO P r? M Additional Comments There isn't an analysis showing what needs to happen up -front in order to offset the cost of fully renewable. We need an analysis that looks at how many solar roofs would be necessary to offset costs at the beginning of the model. Then we could potentially invest a great portion of the 220MM into a fund that would increase energy efficiency (through solar panels /home analyses) therefore cutting overall costs. M Additional Comments see above comment. We would like to see what it would take to make 100% renewable the best option and I don't think it's been analyzed in this manner. l�rrt�r�x�ar�rle�r�f r� i�x�xr rl f��ly` 39/83 000042 Renewable Denton Project #35 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Monday, October 19.20158:2711 PM Lust Modified: Monday, October 19.20158:4718PM Time Spent: 00:20:06 IP Address: 71.170.47.194 �AG�11�1 Q1� Contact Information Nome Address 2|P/Posto|Code Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in topher¢mes 410fu|tonst 76201 Yes Additional Comments Yes, but with 100% renewable option. Q4� Do you understand why the Denton Energy Center ka No needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaihuand at No' our open house events) helpful for your full Additional Comments understanding of the project? The research presented does not include enough information regarding cost of power ifindividual businesses/homes/sohoo|s/eto. have solar panels on roof. Q& Do you believe that we've considered all relevant No options? Q'7� Are there any final questions or comments you want us to answer or consider? I believe more time is needed to explore more options of 100% renewable energy. 40/83 000043 Renewable Denton Project #36 Collector: Embedded Survey 1 (Website W. wvey) Started: Monday, October 19, 2015 5:00:06 PM Last Modified: Monday, October 19, 2015 6:57:26 PM Time Spent: 01:57:19 IP Address: 71.170.47.194 II°I'AG11C "'ll Q'I � Contact Information Name Address ZIP /Postal Code Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in Denton? Stacey Grigar 406 Audra Lane, Apt D, Denton, TX 76209 Yes Yes Q4� Do you understand why the Denton Energy Center is Yes needed in order to reach our goal of using 70% renewable energy? M Is the information presented (on this website and at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant Yes options? QT Are there any final questions or comments you want us to answer or consider? While many students live on campus at TWU and UNT and probably don't think about where their electricity comes from, many students live off campus and some not even in Denton. It's important to educate these students, particularly those who live in Denton, on where their electricity comes from and why that matters. I see students every day who don't have a clue about these things because they don't pay their own utility bill yet or aren't interested in learning about their energy usage. I'm not sure the difficulty level of reaching populations such as (typically "young ") students, but with so many living in Denton it is imperative they are aware of what's happening regarding energy. 41/83 000044 Renewable Denton Project #37 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Mondey, October 19.20158:30:04 PM Lust Modified: Monday, October 19.20157:28:37PM Time Spent: 00:58:32 IP Address: 71.170.47.194 �AG�11�1 Q1� Contact Information Nome Melody Tod|ookMills Address 232D Clermont Lane ZIP/Postal Code 76205 Q2� Are you a resident of the City of Denton? Yes Q�'3',� Are you in favor of increased renewable energy in Yes Q4� Do you understand why the Denton Energy Center ka Yes needed in order to reach our goal of using 7OY6 renewable energy? Q5� Is the information presented (on this xvebaihuand at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant Yes options? QT Are fl mire aii �,,yf�ii 4� qmesfloii �s or cwlnmn��ts',�(/omwvaii �t }�e��onden�a6/��ed�6is ms to aii �swver or (t,,,oii � s �,, r ? gueadon 42/83 000045 Renewable Denton Project #38 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Mondey, October 19.20158:58:29 PM Lust Modified: Monday, October 19.20157:3O14PM Time Spent: 0O:31:45 IP Address: 71.170.47.194 �AU�11�1 Q1� Contact Information Nome Address 2|P/Posto|Code Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in Chris Hall 2708 Stockton ST 76209 Yes Additional Comments Please let renewable rein!! Q4� Do you understand why the Denton Energy Center ka Yes needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaihuand at Yes' our open house events) helpful for your full Additional Comments understanding of the project? Great Job and great representation. City officials provided valuable information. Q& Do you believe that we've considered all relevant Yes, options? Additional Comments Appreciate the time the City officials spent in explaining it. Any thoughts to using algae for energy? Q'7� Are there any final questions or comments you want us to answer or consider? Thanks for your time. 4]/8] 000046 Renewable Denton Project #39 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Mondey, October 19.20158:20:27 PM Lust Modified: Monday, October 19.20157:31:21 PM Time Spent: 0110:54 |P Address: 7117047194 �AG�11�1 Q1� Contact Information Nome Sandy Sims Q2� Are you a resident of the City of Denton? Yes Q3� Are you in favor of increased renewable energy in Yes Q4� Do you understand why the Denton Energy Center ka Yes needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaihuand at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant Yes options? QT Are there any final questions or comments you want us to answer or consider? It seems to me that all of Denton's voting constituents will be ecstatic about this innovotive, forward thinking energy proposal. 44/83 000047 Renewable Denton Project #40 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Mondey, October 19.20158:28:27 PM Lust Modified: Monday, October 19.20157:33:25PM Time Spent: 01:08:57 IP Address: 71.170.47.194 �AG�11�1 Q1� Contact Information Nome Address 2|P/Posto|Code Theron Palmer 17DDWiUovvwoodSt. 76205 Q2� Are you a resident of the City of Denton? Yes Q3� Are you in favor of increased renewable energy in Yes, Denton? Additional Comments natural gas is not renewable Q4� Do you understand why the Denton Energy Center ia No needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaKeand at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant No' options? Additional Comments only one single option is being considered. There are many more. Q'7� Are there any final questions or comments you want us to answer or consider? This issue is for the voters to decide. Remember what happened when the coal plant was decided by the council alone?? 45/83 000048 Renewable Denton Project #41 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Monday, October 19.20157:31:50PM Lust Modified: Monday, October 19.20157:38:21 PM Time Spent: 00:04:30 IP Address: 71.170.47.194 �AU�11�1 Q1� Contact Information Nome Address 2|P/Posto|Code Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in Q4� Do you understand why the Denton Energy Center ka needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaKeand at our open house events) helpful for your full understanding of the project? BmoeWoh| 2708 Stockton Et. 76209 Yes Additional Comments The plan proposed seems quite feasible and | like it. A good balance and from what | hear will keep future costs down. Additional Comments This is a great idea as proposed. Additional Comments All of the DIVIE personnel vve spoke with were most helpful and friendly and approachable. They answered my questions fully and completely. It was very helpful and the information was clear. Q& Do you believe that we've considered all relevant Yes, options? Additional Comments As long os you keep the plan open to new renewable energy sources that come up (that are also feasible economically) and the plan remains balanced os proposed, | think the DIVIE personnel have thought things through. Q'7� Are there any final questions or comments you want us to answer or consider? Good luck and keep up the good work. I'll keep following the reports. 46/83 000049 Renewable Denton Project #42 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Mondey, October 19.20158:3S14 PM Lust Modified: Monday, October 19.20157:38:58PM Time Spent: 0O:59:41 IP Address: 71.170.47.194 �AG�11�1 Q1� Contact Information Nome Address 2|P/Posto|Code Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in Q4� Do you understand why the Denton Energy Center ka needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaKeand at our open house events) helpful for your full understanding of the project? 17DDWiUovvwoodSt. 76205 Yes Additional Comments there are options today to make Denton 10096 Additional Comments But why stop ot7D96 when vve know that the technology that you are proposing will beobsolete very soon. Additional Comments The info provided ed the open house was not useful. However, the forum that Councilor Briggs held on Sunday gave me good information in order to make on intelligent decision. Thanks Phil Williams for attending. Q& Do you believe that we've considered all relevant No' options? Additional Comments It seems short-sighted that we are pushing this through so quickly without looking ot1DD96 renevvob|es. This must be voted on by the residents of Denton. Q'7� Are there any final questions or comments you want us to answer or consider? Please allow the people to decide their future. For it to be decided by seven officials who may/may not have the interest of the people in mind is mighty cavalier. 47/83 000050 Renewable Denton Project #43 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Mondey, October 19.20157:40:27PM Lust Modified: Monday, October 19.20158:0519PM Time Spent: 00:24:52 IP Address: 71.170.47.194 �AU�11�1 Q1� Contact Information Nome Address 2|P/Posto|Code Greg Fowler 8D4 Eagle #14 76201 Q2� Are you a resident of the City of Denton? Yes Q3� Are you in favor of increased renewable energy in Yes Denton? Q4� Do you understand why the Denton Energy Center ia 'es needed in order to reach our goal of using 7OY6 renewable energy? Q5� Is the information presented (on this xvebaihuand at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant Yes options? QT Are there any final questions or comments you want us to answer or consider? Mr. Daskam (Manager of External Affairs) was extremely helpful and knowledgeable and explained everything very well 48/83 000051 Renewable Denton Project #44 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Monday, October 19.20157:4118PM Lust Modified: Monday, October 19.20158:08:3OPM Time Spent: 00:2712 |P Address: 7117047194 �AG�11�1 Q1� Contact Information Nome Address 2|P/Posto|Code Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in LuAnn Awtrey 76201 Yes Additional Comments One ofo handful ofreasons why | chose to move to Oenton - theoity'soonsoientiousnessonmottersof energy, city planning, etc. Q4� Do you understand why the Denton Energy Center ka Yes needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaihuand at Yes' our open house events) helpful for your full Additional Comments understanding of the project? |nformotive, oomp|ete, and even bonus materials (the historical pics), so thoughtful! I love my city! Q& Do you believe that we've considered all relevant Yes, options? Additional Comments | would like to see the 1DD96 renewable instituted and owned byDIVIE. but | assume that's o harder sell tothe big wigs... Q'7� Are there any final questions or comments you want us to answer or consider? THANK YOU FOR ALL THAT YOU DO! *warm hug* 49/83 000052 Renewable Denton Project #45 Collector: Embedded Survey 1 (Website W. wvey) Started: Tuesday, October 20, 2015 11:16:23 AM Last Modified: Tuesday, October 20, 2015 11:48:53 AM Time Spent: 00:32:29 IP Address: II°I'AG11C "'ll Q1 � Contact Information Name Address ZIP /Postal Code Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in Denton? Q4� Do you understand why the Denton Energy Center is needed in order to reach our goal of using 70% renewable energy? Q54 Is the information presented (on this website and at our open house events) helpful for your full understanding of the project? Ben Huttash 925 Sierra Dr. 76209 Yes Yes, Additional Comments I am in favor of increasing our renewable energy percentage. I feel limiting our purchases to 70% is foolish. What we need is 100% renewable and a big investment in storage. I see no future where locking in $0.06 /kWh rates from wind energy will make Denton's utility prices noncompetitive. M Additional Comments We are on the verge of a technological solution that will solve our problem of expensive peak energy costs. With in a year or two we will see battery storage being deployed by forward thinking utilities that will find them selves in a position to not only have more competitive prices for energy during peak usage, but also more profitable. M Additional Comments The information presented seems to be incomplete at best and misleading at its worst. I want numbers on how Denton's air will be impacted and how are carbon foot print will be affected. I also want to see a comparison of the carbon footprints of the 100% renewable plan posted up next to the 70% Renewable Denton Plan. The biggest complaint about the cards is the power plants seem to be hidden. Make a card that shows 12 generators bellowing out NOX, S02, PM and VOC's directly into Denton's already Toxic brew of Air. 50/83 000053 Renewable Denton Project Q& Do you believe that we've considered all relevant options? QT Are fl i "tlPr ire aiik ,,y f OOhn° q9.UPr: `"rofloiihs or coOIfIIrri°V�. Ohms ,V(/o.0 "aPPUa° iiP M Additional Comments I got the general feeling the the staff of DME has been stifled by weak leadership and the archaic principles of low rates and reliability. DME should have a culture of brave forward thinking and always on the technological edge of renewable and sustainable energy sources. DME should fight for the most good and never settle for just being better then the worst of the industry. Reliability and lowest prices as a mantra has led the world to the brink of disastrous climate change. How do you plan to stay competitive when peak usage in Denton coincides with summers that are 9 degrees warmer then today. l�rrt�r�x�ar�rle�r�f r� i�x�xr rl f��ly` 51/83 000054 Renewable Denton Project #46 Collector: Web Link 1 (Web LinW Started: Tuesday, October 20.20151:49:59PM Lust Modified: Tuesday, October 20.20151:57:20PN Time Spent: 0OI7:21 IP Address: �AU�11�1 Q1� Contact Information Nome Address 2|P/Posto|Code Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in Q4� Do you understand why the Denton Energy Center ka needed in order to reach our goal of using 7OY6 renewable energy? Ke|sonHoneyoutt 1811 Greenwood Dr 76209 Yes Additional Comments I would love to see Denton at 100% renewable. Additional Comments Why not go for 1DD96? Other cities are doing that. Make o statement that Denton can beot the front of renewable energies in Texas. VVe already said vve don't want frookingin our city, that go overruled, so why would vve want togo halfway when vve can go fully renewable? Q5� Is the information presented (on this xvebaKeand at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant No' options? Additional Comments Y'oU can go1DD96. Look ot Georgetown, if they can do Q'7� Are there any final questions or comments you want us to answer or consider? Go all out. Go 100%. I've lived my whole life in Denton, and I want to remain here. Stop pandering to the non-renewable companies and have a backbone to again send a message that we want to be a greener city. We will be there eventually, why not get there now? 52/83 000055 Renewable Denton Project #47 Collector: Embedded Survey 1 (Website W. wvey) Started: Tuesday, October 20, 2015 2:24:20 PM Last Modified: Tuesday, October 20, 2015 2:53:53 PM Time Spent: 00:29:33 IP Address: °I'A G11C "'ll Q'I � Contact Information Name Thomas Frank Address 2112 Woodbrook St ZIP /Postal Code 76205 Q2� Are you a resident of the City of Denton? Yes Q3� Are you in favor of increased renewable energy in No Denton? Q4� Do you understand why the Denton Energy Center is Yes needed in order to reach our goal of using 70% renewable energy? Q54 Is the information presented (on this website and at No our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant No, options? Additional Comments See item 7 for discussion Q1� Are there any final questions or comments you want us to answer or consider? After attending two different meetings (October 18 & October 19) and listening to all of the complaints, concerns and objections to the proposed plan I have concluded that the City needs to think outside the box and consider the feasibility of getting out of the generation business and become a energy delivery operation. This would mean finding a way to dispose of the current power plant and not build the two proposed gas generation plants. I observed that a large number of ratepayers do not want to build the two plants for various emotional reasons. Many of the ratepayers desire to go 100 % renewable, some are concerned about significant rate increases because of the high cost of solar energy along with reliability concerns. If Denton got out of the generation business then ratepayers would ultimately contract with generating companies of their choice for their electricity. I understand there are likely a number of legal and emotional issues that would need to be addressed to complete this plan. However, I think this approach would address most of the concerns I heard from ratepayer and the city would be finished with the longtime contentious subject of power generation. 53/83 000056 Renewable Denton Project #49 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Tuesday, October 20.20153:30:42PM Last Modified: Tuesday, October 20.20153:38:33PM Time Spent: 0O:05:50 IP Address: �AG�11�1 Q1� Contact Information Nome Michael Address 1201Tu|one ZIP/Postal Code 76201 Q2� Are you a resident of the City of Denton? Yes Q3� Are you in favor of increased renewable energy in Yes Q4� Do you understand why the Denton Energy Center ka Yes needed in order to reach our goal of using 7OY6 renewable energy? Q5� Is the information presented (on this xvebaihuand at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant Yes options? QT Are fl mire aii f�ii 4� qmesfloii �s or cwlnmn��ts',�(/omwvaii �t }�e��onden�a6/��ed�6is ms to aii �swver or (t,,,oii � s �,, r ? gueadon 56/83 000057 Renewable Denton Project #50 Collector: Web Link 1 (Web LinW Started: Tuesday, October 20.20154:04:28PM Lust Modified: Tuesday, October 20.20154:09:22PN Time Spent: 00:04:55 IP Address: �AG�11�1 Q1� Contact Information Nome Address 2|P/Posto|Code Parker Atkins GD2 Cardinal APT #E-12 76209 Q2� Are you a resident of the City of Denton? Yes Q3� Are you in favor of increased renewable energy in Yes, Denton? Additional Comments | personally feel it's extremely important for not only the price of bills for all the elderly in our community on set incomes. Also the impact of continued use ofnon renewable energy can have on future generations. Q4� Do you understand why the Denton Energy Center ia 'es needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaKeand at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant Yes options? Q'7: Are fl mire aii �,,y f ii 4Uqmesfloii �s or cwlnmn�11 rts ,�(/omwaii �t }�e�xxzder� d\is ms to aii �swver or (t,,,oii � s �,, r ? gueaoon 57/83 000058 Renewable Denton Project #51 Collector: Web Link 1 (Web LinW Started: Tuesday, October 20.20155:29:38PM Lust Modified: Tuesday, October 20.20155:4119PN Time Spent: 0011:41 |P Address: 7112313l171 �AG�11�1 Q1� Contact Information Nome Jodi|smert Address 819 Anna Et Z|P/Posto|Code 76201 Q2� Are you a resident of the City of Denton? Yes Q3� Are you in favor of increased renewable energy in Yes Q4� Do you understand why the Denton Energy Center ka No needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaKeand at No our open house events) helpful for your full understanding of the project? 58/83 000059 Renewable Denton Project Q& Do you believe that we've considered all relevant options? Q 7� Are fl i "tlPr ire aiik ,,y f OOhn° q9.UPr: `"rofloiihs or coOIfIIrri°V�. Ohms ,V(/o.0 "aPPUa° iiP M Additional Comments I think we need to take this to a citizen vote. I already posted comments last night and forgot to add that, so I'm coming back to this site to note this. I don't believe a gas plant is in the best interest of Denton citizens and i don't want to pay for this through rates or bonds or taxes or any other way. I also don't believe the graphs of the data models provided all of the options and i would like to see several graphs presented by different data models. At the bottom of the graphs, I'd like to know what data was used to create the model. Is gas market volatility included? Are we looking at ways to offset the initial cost of 100% renewable by calculating how many rooftops with solar that it would take to offset costs? I just don't believe that enough scenarios have been assessed. Economic profitability shouldn't be the only measure. The common good of the public should be considered and natural gas plants are dirty and will increase health impacts from pollution. I don't want to pay for this externality nor do i want my family to deal with more health concerns from pollution. We need a vote but we also need DME and our city to be more open to other options such as 100% renewable like Georgetown and also look at some of the ways Austin is considering reducing energy consumption. Denton is more creative than this. DME is more creative than this. There are so many smart individuals involved and certainly we can come up with a way to go fully renewable which is the future (and the present). Thanks! l�rrt�r�x�ar�rle�r�f r� i�x�xr rl f��ly` 59/83 000060 Renewable Denton Project #52 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Tuesday, October 20, 2015 6:44:12 PM Lust Modified: Tuesday, October 20.20158:59:55PN Time Spent: 0015:42 |P Address: �AU�11�1 Q1� Contact Information Nome Valerie Hobbs Address 2G25PioodiUyLane ZIP/Postal Code 76209 Q2� Are you a resident of the City of Denton? Yes Q3� Are you in favor of increased renewable energy in Yes Q4� Do you understand why the Denton Energy Center ka Yes needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaihuand at No' our open house events) helpful for your full Additional Comments understanding of the project? | don't understand why this decision is being pushed through so quickly. It's almost osif you don't want to give people o chance to think about this. Q& Do you believe that we've considered all relevant options? Additional Comments What about Georgetown, TX. They have 1DD96 renewable energy in their plans. What makes them better than us? Do you like the idea of continuing to give your people higher rates of asthma and allergies? |sit okay to poison our water just to make things somewhat okay? Q'7� Are there any final questions or comments you want us to answer or consider? Denton voted NO for Frookngvvithin its city limits. Why doyou think that is? Do you think vve WANT to have more of the same? The city has spoken. It's the so-called leaders who aren't listening. 60/83 000061 Renewable Denton Project #53 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Tuesday, October 20.20158:20:57PM Lust Modified: Tuesday, October 20.20158:22:34PN Time Spent: 0O:01:36 IP Address: �AU�11�1 Q1� Contact Information Nome Gloria Thomas Address 1521 W. Hercules Lane ZIP/Postal Code 76207 Q2� Are you a resident of the City of Denton? Yes Q3� Are you in favor of increased renewable energy in Yes, Denton? Additional Comments |fitis clean, reasonably priced, and sustainable in every way. Q4� Do you understand why the Denton Energy Center ia No needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaKeand at No our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant No options? Q'7: Are fl mire aii �,,y f ii 4Uqmesfloii �s or cwlnmn�11 rts ,�(/omwaii �t }�e�xxzder� d\is ms to aii �swver or (t,,,oii � s �,, r ? gueaoon 61/83 000062 Renewable Denton Project #54 Collector: Embedded Survey 1 (Website W. wvey) Started: Tuesday, October 20, 2015 10:11:22 PM Last Modified: Wednesday, October 21, 2015 1:12:39 AM Time Spent: 03:01:16 IP Address: °I'A G11C "'ll Q'I � Contact Information Name Jonathon Oden Address 217 Hann St #4 ZIP /Postal Code 76201 Q2� Are you a resident of the City of Denton? Yes Q3� Are you in favor of increased renewable energy in Yes Denton? Q4� Do you understand why the Denton Energy Center is Yes needed in order to reach our goal of using 70% renewable energy? M Is the information presented (on this website and at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant Yes options? Q1� Are there any final questions or comments you want us to answer or consider? I wanted to share with you guys what I have shared with others. I know some are concerned about a natural gas power plant. There are concerns it might end up in a similar situation as the coal plant. And I know many of us have valid concerns about the extraction of natural gas. There are also concerns that there is not a vote or formal meeting scheduled regarding the plan. I'm no energy expert or industry insider, but here are my thoughts based on my understanding of the information I have. There is not a vote scheduled for city council itself yet. A public vote has not officially been ruled out. This does not seem like a ploy by the gas industry to get DIVIE to buy their gas. The sources of the natural gas for the proposed plant have not yet been determined. There are options available on what companies to source the gas from. This is not a situation where companies extracting gas in Denton are already lined up to sell gas to the proposed plant. All power plants typically have a shelf life, including renewable plants and nuclear plants. For example, solar panels can last around a few decades. Compared to natural gas, coal is becoming obsolete, in large part due to gas being cheaper than coal. Experts say gas will be around for many more decades. The US Energy Information Administration projections that go out to 2040 predict production of natural gas will increase by 37 percent from now to then. Energy from natural gas is significantly cleaner than coal. Natural gas energy is a step up from coal. The valid concerns about the extraction of natural gas that many of us share, though as important and valid as they are, may not apply as directly to a plant that would use already extracted gas that would likely be extracted regardless. 62/83 000063 Renewable Denton Project Energy storage is still an area of needed improvement for renewable energy, and though technology changes every day, no one can predict if it will be months, years, or a decade before storage solutions are adequately developed. That means that when the sun isn't shining and the wind isn't blowing, there has to be another reliable source to meet energy demand in order to avoid significantly raising prices. Buffering the system with clean energy from gas provides stability and flexibility to the system. It also will allow DME to provide that stability using locally generated clean power without having to be dependent on whatever energy is available on the open market. Market energy would likely be from coal and gas. As the cost of renewable energy continues to fall, and with the potential for fluctuation in the price of gas, owning the plant may allow flexibility for DME to use as much or as little power from gas as needed. Excess power could potentially be sold on the market. That may not be a bad thing for the city, and if it helps displace coal - produced energy, it's a good thing for the environment. If one day Denton residents decide they want less gas and more renewables, the plant could likely be sold. Again, the EIA projects that production of natural gas will increase by 37 percent from 2015 to 2040. I think that supports the idea that there will likely be demand for gas power plants for decades to come. Even if gas use increased by only half as much, the gas plant could likely still remain viable for some time. Here's part of a statement from another relevant body, the International Energy Administration, about how gas can complement renewable power: "Natural gas plants are flexible both in technical and economic terms, so they can react quickly to demand peaks, and are ideally twinned with intermittent renewable options such as wind power. Over the course of a month, various spikes in demand have a sizeable knock -on effect on the cost of delivering electricity, so having a source of energy — namely gas — which can cope with these spikes is a significant advantage." I suspect that the reason the DME has announced this plan, is because after taking a realistic, objective look at the trends in energy, they found this to be the most viable plan for meeting resident - requested goals of increasing renewable usage, reducing carbon emissions, and achieving both of those goals while keeping prices stable. Here's what I think we should be asking ourselves as Denton residents. Do we want to buy natural gas from the open market from sources and plants we don't own or control like we are doing now? Or would we prefer to control the gas energy we are using? Do we want to continue buying significant amounts of coal power, or do we want to displace coal power with locally controlled and generated clean power? Do we want to wait indefinitely before being able to implement increased use of renewables? Or do we want to go with a plan that can start us towards the ultimate, long -term goal of 100% renewable energy right now? The IEA predicts renewables will be the leading source of energy by 2030. Denton will be way ahead with this plan, and I think that's something to be proud of. Jonathon Oden, MT -BC Links /Sources: http://www.iea.org/topics/naturaIgas/ http: / /www.eia.gov /beta /aeo / # / ?id= 1- AEO20150ion =0 -0 &cases= lowmacro& start = 2012 &end= 2040 &f =Q &linechart = —1 - AE02015.5. &map= &ctype= linechart http: / /www.smithsonianmag.com /science - nature/ natural - gas - really- better- coal - 180949739/ ?no -ist 63/83 000064 Renewable Denton Project #55 Collector: Embedded Survey 1 (Website W. wvey) Started: Tuesday, October 20, 2015 3:29:23 PM Last Modified: Wednesday, October 21, 2015 11:04:58 AM Time Spent: 19:35:34 IP Address: II°I'AG11C "'ll Q'I: Contact Information Name Lilla Wright Address 1819 West Oak St. ZIP /Postal Code 76201 Q2� Are you a resident of the City of Denton? Yes Q3t Are you in favor of increased renewable energy in Yes Denton? Q4� Do you understand why the Denton Energy Center is Yes needed in order to reach our goal of using 70% renewable energy? M Is the information presented (on this website and at our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant options? Yes, Additional Comments This looks like a great project to address many of the following issues we're currently facing: 1) improving the quality of the environment 2) better control of our energy production and pricing 3) better planning and control of our future growth. Improvements and investments to our utility infrastructure are essential to supporting a growing city. The city has historically been very forward- thinking with our landfill, water treatment, recycling, and other services. People from around the world come to Denton to learn more about the pioneering efforts we are making. They will be doing the same thing in 20 years with regards to our locally administered, clean, renewable energy efforts. Yes 64/83 000065 Renewable Denton Project Q1� Are there any final questions or comments you want us to answer or consider? There seems to be a small but very vocal group of "naysayers" on this topic. While I value legitimate opinions of everyone, it doesn't seem appropriate to give significant credence to the opinions of this segment of the public. These are the same people who are climate- change deniers, anti - vaccinations, birthers, "the moon landing was faked on a sound stage in Arizona ", "9/11 was an inside job ", etc. etc. While we all have the right to be crazy and /or ignorant of the facts on any issue, when the City Council gives merit and validation to these types of opinions, it does a disservice to the citizens of this city; regardless as to which side of the issue they are on. "Everyone is entitled to their own opinions, but they are not entitled to their own facts." - Daniel Patrick Moynihan 65/83 000066 Renewable Denton Project #56 Collector: Embedded Survey 1 (Website Swvey) Started: Friday, October 23, 2015 11:35:57 AM Last Modified: Friday, October 23, 2015 11:39:41 AM Time Spent: 00:03:44 IP Address: 71.170.47.194 FIAG�11 "'li Q'i � Contact Information Name Mike W ZIP/Postal Code 76209 Q2� Are you a resident of the City of Denton? Yes Q3� Are you in favor of increased renewable energy in No, Denton? Additional Comments Lower Energy Prices are a higher priority for me. Q4� Do you understand why the Denton Energy Center is Yes needed in order to reach our goal of using 70% renewable energy? Q5� Is the information presented (on this website and at Yes our open house events) helpful for your full understanding of the project? Q& II ")o,,vou ','.wfieve fl mt we've coii afl1 r6k.,,vaii t q�'Y)fioli nS? QT Are fl mire aii �,,y f ii 4 quesfloii hs or corrirrieii �ts,,(/ou waii �t us to aii swer or coii nsh',Ier? 66/83 000067 Renewable Denton Project #57 Collector: Embedded Survey 1 (Website W. wvey) Started: Friday, October 23, 2015 4:54:25 PM Last Modified: Friday, October 23, 2015 5:22:02 PM Time Spent: 00:27:36 IP Address: II°I'AG11C "'ll Q'! � Contact Information Name Address ZIP /Postal Code Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in Denton? Deborah Armintor 2003 Mistywood Lane 76209 Yes Yes Q4� Do you understand why the Denton Energy Center is No needed in order to reach our goal of using 70% renewable energy? M Is the information presented (on this website and at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant No, options? Additional Comments I believe you've followed the orders of the city manager. QT Are there any final questions or comments you want us to answer or consider? INTINMeWyAl As one of many citizen owners of DME, I appreciate your attempt to wean Denton off coal while augmenting renewable energy and continuing to meet the growing city's electric needs. However, like many other increasingly outspoken Denton residents I keep hearing from, I am strongly opposed to the proposed 225 million - dollar natural gas plants around which your plan revolves, for some fundamental environmental and economic reasons that I explain below. I request that you either (a) tell the city manager that you wish to withdraw the plan by popular demand and go back to the drawing board to better accomodate citizen input or (b) recommend that the city manager and counsel allow citizens to vote on the plan as specified in our city charter. Determined to give the plan a fair hearing, I attended the DME open house, read all the posters, and conversed at length with an excellent DME representative named Steve Johnson. He was knowledgeable and well- meaning, answered all of my questions without condescension, and listened patiently to my concerns. Having spoken with him for almost an hour, I assure you that if an advocate as qualified and easy to talk to as him could not appease my objections, then no one can. As a matter of fact, the more I continue to learn of this new plan -- including, on the "open house" posters, how the city is banking on an impossible forecast of our energy needs as far into the future as the year 2030 (! -- 67/83 000068 Renewable Denton Project the more outraged I am by its environmental and economic foolhardiness. Why commit to permanent and expensive natural gas - powered infrastructure which Denton citizens emphatically don't want, when you could instead be building and buying the affordable new renewable infrastructure we've been asking for, while borrowing whatever dirty backup we need off the existing statewide grid one season at a time until we have a workable long -term plan in place to work towards 100% renewable energy? If our long -term plan is to eventually wean ourselves off fossil fuels entirely then any dirty energy we use until then should be a short -term stop -gap measure rather than a long -term commitment to permanent new infrastructure. It's one thing to agree to compromise on our environmental ideals in the short -term for practicality's sake, but to actually invest in and commit to that compromise in the long term is short - sighted and reckless, especially when we're already $150 million in debt for having made a similar mistake in the past. As Austin Energy has stated in a recent report, regarding the hazards and outdatedness of natural - gas - powered utilities: "Over a 20 -year period, the total climate change impact of using natural gas is almost as significant as that of using coal. Because it is beyond Austin Energy's ability to control these emissions and comprehensive and effective regulation to stop methane emissions is unlikely in the near -term, especially in Texas, the utility should wean itself from natural gas as quickly as possible." For a glimpse into the future of your "Renewable Denton" plan, you need only read about Germany's ill- conceived recent plan to supplement the move from nuclear and gas to renewables with the addition of numerous new coal plants.* Like the coal industry in Germany, the only ones who will profit from this new gas infrastructure here in Denton are the local gas providers, contractors, and developers who will take their money and run, while the taxpayers and their children - -my children, our children, your children -- are left to pay off the rest and suffer the long -term health and environmental consequences. I'm sure the gas companies and contractors are banging down your door for a piece of the action, eager to make off with our tax dollars, ** but we citizens have nothing to gain from this ill- conceived plan but long -term environmental damage, soon -to -be antiquated toxic infrastructure, and extended debt and to pass on to our children. * ** Please, I beg of you, don't sacrifice our children's financial, environmental, and physiological future to this short - sighted scheme, one that many of us believe would likely eventually involve using those huge new plants as more than just "backup" energy and trying to sell outside of the city. Speaking of which, I can't even comprehend why our city management would be so keen on such an expensive, unpopular, and archaic long -term investment unless the plan was either to sell to other cities and /or to help out the gas providers you consider to be "good players" here in Denton. Needless to say, it's not their job to use our tax dollars to turn our publicly -owned utility into a lucrative business or to cater to private corporate interests; indeed, doing so directly violates their duties as elected and appointed public officials. You must admit it doesn't look good for Denton City Hall when the "Renewable Denton" website and PR campaign comes out looking and sounding uncannily like North Texans for Natural Gas, whose recent attempt to use Mayor Watts's image and put words in his mouth (words they lifted from a Texas Tribune interpretation of his press conference speech) has only added to that unflattering impression. Pretty much everything about this whole "Renewable Denton" fiasco has been a PR nightmare for City Hall, but as I see it the saddest and most regrettable fact of the matter is that this whole mess could have been avoided altogether had city management and DME simply been transparent with citizens from the get -go and solicited our input early on, back when the idea of the new gas plants was first proposed behind closed doors. Whenever that was, we'll never know, but this plan has obviously been in the works for quite some time, and dates back at least as far as your last 2012 voter - circumventing gas plant fiasco: http: / /www.dentonrc.com /local -news /local - news - headlines /20120204 - power- plant- sidesteps-voters.ece . If only you and tehy had let the citizen owners of DME in on the earlier planning stages in open city council meetings and other forums, you wouldn't have wasted so much time and tax dollars developing and advertising this irresponsible and unpopular new plan in such detail. Had you shown us your hand long ago, the almost 15,000 of us who supported the fracking ban would have nixed the new gas plants and the anti - democratic means by which the powers that be at city hall intend to circumvent and deny us our charter - granted vote on these proposed additions to own publicly -owned utility. I'm guessing they know this already, which is why so many of them (it seems, judging from individual council members' and the mayor's vocal advocacy of the plan or noticeable silence on the voting issue) don't want us to vote on it, with the notable exceptions of upstanding councilmembers Briggs and Wazny, the only two who are following our city's municipal organizational structure by working for the citizens rather than catering to the demands of city staff, gas companies, and developers. Please tell Mr. Campbell you recommend scrapping this plan at the insistence of your citizen "shareholders," and for the sake of DME's future with the people of Denton. 68/83 000069 Renewable Denton Project Respectfully, Deborah Needleman Armintor 2003 Mistywood Lane Denton, TX 76209 * Denton City Hall could stand to learn a LOT to learn from what's happening now in Germany, where coal is to them what natural gas is to us. The mistake Germany made in turning from a combination of nuclear & coal to a combination of renewables & coal was to couple their move to renewables with the building of giant expensive new coal plants they didn't need, just as you are proposing to do with the 225 million - dollar investment in new natural gas plants here in Denton. In both cases, Germany's and ours, the new plants were advertised as "necessary" and supported by the industries that benefited in the short term (coal in Germany and natural gas here in Denton), but will inevitably end up hurting the economy and the environment in the long term —not to mention all the negative press they've been getting from left, right, and center. Germany would have been better off relying on existing dirty power sources for back -up while getting their renewable program off the ground, rather than committing to expensive, archaic, and dangerous new dirty power sources at a time of economic instability in Germany and throughout Europe. The same is true for us in Denton in the case of these new proposed natural gas plants. See, for instance: http:// reneweconomy .com.au /... /germany- opens- giant - new... The fear of one danger (nuclear) led Germany right into the arms of another more immediate danger (coal), and without foresight or the money to pay for it. In both cases (Germany and Denton), the proposed switch to renewables is the one good thing about the plan. But in both cases that benefit is cancelled out altogether by both plans' insistence on supplementing those renewables with the addition of dangerous, expensive, and archaic fossil -fuel infrastructure they /we can't afford and don't need. ** Speaking of which, I learned at the open house that the city will be doing business only with `good players' who are local and haven't sued the city. Does that exclude all operators in TXOGA? * ** Yes, I saw those charts about how our electric bills will decrease in the long term, and quite frankly I'm not impressed. Any oil & gas investor can tell you that it's impossible at the present moment to predict natural gas costs and utilities rates so far into the future. There are just too many future unknowables and unpredictable variables in the marketplace, science, technology, not to mention the in the court of public opinion, in which natural gas is declining in value every day. 69/83 000070 Renewable Denton Project #58 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Friday, October 23.2015512:41 PM Lust Modified: Friday, October 23.20155:39:52PN Time Spent: 00:2711 |P Address: �AG�11�1 Q1� Contact Information Nome Address 2|P/Posto|Code Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in Q4� Do you understand why the Denton Energy Center ka needed in order to reach our goal of using 7OY6 renewable energy? Ghe|byMoloy 2521 Craig Ln Yes Additional Comments | was born and raised in Denton, TX and our ability to be o leader in renewable energy is something my family and | have always celebrated. | believe increasing our renewable energy will greatly excite others os well and even influence other cities tofollow positively in our footsteps. Additional Comments Renewable energy is intermittent. |tis impossible to accurately forecast how much Wind and Solar resources will be available ot any given time. | believe that o quick-start generation plant iso"no-bnsiner" choice for many reasons. For one, coal fired plants take o long time to ramp up production, it can not 0000modote for cloud coverage or low-wind days immediately like o quick-start facility. A|so, during peak hours the price of energy comes oto premium which Denton and it's citizens could avoid if they were to have their own generation source. Lastly, although | do believe battery storage could possibly be on option in the far future, it is just not economical. Battery storage would cost o fortune to invest in and the technology isn't there to validate the outrageous expense. Mka the information presented (on this xvebaKe and at Yes, our open house events) helpful for your full Additional Comments understanding of the project? Although | did not attend the open house events | believe the information given is cohesive, informational, and leaves no questions unanswered. 70/83 000071 Renewable Denton Project Q& Do you believe that we've considered all relevant Yes, options? Additional Comments As a customer owned utility I believe they have listened to our concerns and have considered all relevant options to come up with the best possible solution. Q1� Are there any final questions or comments you want us to answer or consider? Denton Municipal has consistently proven it is one of the best electric companies around. They keep competitive rates, reliable power, and listen when customers have something to say. I have complete trust that they will continue to provide these services while adding more renewable energy and I look forward to seeing what will come next. 71/83 000072 Renewable Denton Project #59 Collector: Web Link 1 (Web LinW Started: Friday, October 23.20155:41:47PN Lust Modified: Friday, October 23.20155:42:53PM Time Spent: 0O:01:05 IP Address: �AG�11�1 Q1� Contact Information Nome Address 2|P/Posto|Code Kevin Carpenter 2110 Emerson Ln 76309 Q2� Are you a resident of the City of Denton? Yes Q�'3',� Are you in favor of increased renewable energy in Yes Denton? Q4� Do you understand why the Denton Energy Center ia 'es needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaihuand at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant Yes options? QT Are fl mire aii f�ii 4� qmesfloii �s or cwlnmn��ts ,�(/omwvaii �t }�e��onden�a6/��ed�6is ms to aii �swver or (t,,,oii � s �,, r ? gueadon 72/83 000073 Renewable Denton Project #60 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Friday, October 23.20157:35:20PM Lust Modified: Friday, October 23.20157:38:53PN Time Spent: 0O:01:32 IP Address: �AG�11�1 Q1� Contact Information Nome kent mo|oy Address 2521onaig ZIP/Postal Code 76209 Q2� Are you a resident of the City of Denton? Yes Q3� Are you in favor of increased renewable energy in Yes Q4� Do you understand why the Denton Energy Center ka Yes needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaihuand at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant Yes options? QT Are fl mire aii f�ii 4� qmesfloii �s or cwlnmn��ts',�(/omwvaii �t }�e��onden�a6/��ed�6is ms to aii �swver or (t,,,oii � s �,, r ? gueadon 73/83 000074 Renewable Denton Project #61 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Sunday, October 25, 2015 10:07:53 AM Lust Modified: Sunday, October 25.2015101011AN Time Spent: 00:0218 |P Address: �AG�11�1 Q1� Contact Information Nome Address Z|P/Posto|Code Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in Sam Criswell 1D2DD Cedar Lake dr 76227 Other (please specify) Providence Village Yes Q4� Do you understand why the Denton Energy Center ka Yes needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaihuand at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant Yes options? QT Are fl mire aii �,,yf�ii 4� qmesfloii �s or cwlnmn��ts ,�(/omwvaii �t }�e��onden�a6/��ed�6is ms to aii �swver or (t,,,oii � s �,, r ? gueadon 74/83 000075 Renewable Denton Project #62 Collector: Embedded Survey 1 (U('v°ebsite W. wvey) Started: Sunday, October 25, 2015 9:56:32 AM Last Modified: Sunday, October 25, 2015 10:23:02 AM Time Spent: 00:26:29 IP Address: II°I'AU11C "'ll Q'! � Contact Information Name Address ZIP /Postal Code Q2� Are you a resident of the City of Denton? Q" '3',� Are you in favor of increased renewable energy in Denton? Monica Maloy Criswell PO Box 273 76202 20 Other (please specify) Live in Denton cty approx. 3 mi. east of town Yes, Additional Comments Absolutely & appreciate what you all are doing! Thank you for your work! The city should work to protect native habitats /animals more. In conjunction w/ renewable efforts, residents could be given options in their utility bill to donate a small amt. of $ (i.e. 2.50- 5.00) for protecting areas specifically in Denton (city &/or county). Q4� Do you understand why the Denton Energy Center is Yes needed in order to reach our goal of using 70% renewable energy? Q5� Is the information presented (on this website and at Yes, our open house events) helpful for your full understanding of the project? Additional Comments The pie charts are very helpful! Q6U Do you believe that we've considered all relevant Yes, options? Additional Comments See my comment in #3. Also- can citizens be given incentives for generating their own power? This seems esp. applicable in Tx. where there is unlimited development allowed. Q1� Are there any final questions or comments you want us to answer or consider? Educate and encourage customers in energy efficiency! Get our community on board. Please be a steward of Texas' natural resources. 75/83 000076 Renewable Denton Project #63 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Tuesday, October 27, 2015 5:09:19 PM Lust Modified: Tuesday, October 27.2015819:08PN Time Spent: 01:09:47 IP Address: 71.170.47.194 �AG�11�1 Q1� Contact Information Nome Tod MKing Address 2222 Houston Place ZIP/Postal Code 76201 Q2� Are you a resident of the City of Denton? Yes Q3� Are you in favor of increased renewable energy in Yes Q4� Do you understand why the Denton Energy Center ka No needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaihuand at No' our open house events) helpful for your full Additional Comments understanding of the project? Its helpful, but | still don't know the answer to#4after looking at the posters. Q& Do you believe that we've considered all relevant Yes options? Q'7� Are there any final questions or comments you want us to answer or consider? what storage options have been considered? 76/83 000077 Renewable Denton Project #64 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Tuesday, October 27.20155:0913PM Lust Modified: Tuesday, October 27.20157:04:28PN Time Spent: 01:5515 |P Address: 7117047194 �AG�11�1 Q1� Contact Information Nome Address 2|P/Posto|Code Naomi Murphy 38D5 Boxwood Ct 76208 Q2� Are you a resident of the City of Denton? Yes Q�'3',� Are you in favor of increased renewable energy in Yes, Denton? Additional Comments | om very interested in the process. Even though | am 11 | want to help and be part of the process. Thank you for having this open house it was ogreat opportunity for me. Q4� Do you understand why the Denton Energy Center ia Yes needed in order to reach our goal of using 7OY6 renewable energy? Q5� Is the information presented (on this xvebaKeand at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant Yes options? Q'7� Are there any final questions or comments you want us to answer or consider? Thank you for everything you did for the city of Denton and mycities! 77/83 000078 Renewable Denton Project #65 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Tuesday, October 27.20158:24:38PM Lust Modified: Tuesday, October 27.2015712:20PN Time Spent: 0O:47:41 IP Address: 71.170.47.194 �AG�11�1 Q1� Contact Information Nome Address 2|P/Posto|Code David Mains 38D5 Boxwood Court 76208 Q2� Are you a resident of the City of Denton? Yes Q�'3',� Are you in favor of increased renewable energy in Yes Denton? Q4� Do you understand why the Denton Energy Center ia 'es needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaihuand at Yes our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant No options? QT Are there any final questions or comments you want us to answer or consider? |sit possible vve are selling ourselves short by"sett|ing" for 7D96? 1 love the overall idea. 78/83 000079 Renewable Denton Project #66 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Tuesday, October 27, 2015 5:19:53 PM Lust Modified: Tuesday, October 27.2015718:09PN Time Spent: 01:5818 |P Address: 7117047194 �AG�11�1 Q1� Contact Information Nome Address Z|P/Posto|Code Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in keelybhggs 31D8 broken bow 76209 Yes Additional Comments not with gas plants Q4� Do you understand why the Denton Energy Center ka No' needed in order to reach our goal of using 7OY6 Additional Comments vve can purchase off market renewable energy? M Is the information presented (on this xvebaihuand at No our open house events) helpful for your full understanding of the project? Q& Do you believe that we've considered all relevant No options? QT Are there any final questions or comments you want us to answer or consider? please explore 100% with no gas plants 79/83 000080 Renewable Denton Project #67 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Tuesday, October 27, 2015 5:12:03 PM Lust Modified: Tuesday, October 27.20157:2511 PM Time Spent: 0213:08 |P Address: 7117047194 �AG�11�1 Q1� Contact Information Nome Address Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in Wendy Mayfield 2228PioodiUyLane Yes Additional Comments Along with a back-up power generation system Q4� Do you understand why the Denton Energy Center ka Yes needed in order to reach our goal of using 7OY6 renewable energy? Q5� Is the information presented (on this xvebaihuand at Yes' our open house events) helpful for your full Additional Comments understanding of the project? Yes. The open house format was helpful for usto come and go according to our own schedule. The DME employees were very helpful and answered all of our questions. Q& Do you believe that we've considered all relevant Yes, options? Additional Comments Yes. |t seems the plan is well thought-out and accounts for using renewable energy os well osour own natural gas plant. Q'7� Are there any final questions or comments you want us to answer or consider? I support Denton building and operating its own natural gas powered generating plant along with buying renewable energy os much ospossible. This will help us keep up with growth and be independent of market fluctuations while maintaining an independent energy infrastructure here in Denton. 80/83 000081 Renewable Denton Project #68 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Wednesday, October 28, 2015 3:53:03 AM Lust Modified: Wednesday, October 28.20154:22:04AN Time Spent: 0O:29:01 IP Address: �AG�11�1 Q1� Contact Information Nome Address 2|P/Posto|Code Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in Thomas Brazina 11D5 Ellison Park Circle 76205 Yes Additional Comments As long os there isno increase in cost to rates beyond what is stated. Q4� Do you understand why the Denton Energy Center ka Yes needed in order to reach our goal of using 7OY6 renewable energy? M Is the information presented (on this xvebaihuand at Yes' our open house events) helpful for your full Additional Comments understanding of the project? |t would be nice to have more information on the gas turbine systems once all quoting is complete. Like to here more about the thought process in choosing the Finland system over the GE & CAT. Q& Do you believe that we've considered all relevant options? Additional Comments Yes. Although since the plan is based onDenton owning/operating the generation equipment, successful implementation relies not only on ovve|| designed/built power plant project (who is contractor?) but also on highly qualified technicians to maintain the equipment. Hopefully there is o good recruitment plan for getting the operators on board and trained so they can be involved in the project from the start. Q'7� Are there any final questions or comments you want us to answer or consider? | think you should reconsider splitting the two unit stations to separate locations. Unless there are issues with grid access/load restrictions, having all the generators on the same property would provide operating advantages. 81/83 000082 Renewable Denton Project #69 Collector: Embedded Survey 1 (VVmbodeGuvmy) Started: Wednesday, October 28, 2015 1:47:40 PM Lust Modified: Wednesday, October 28.20151:57:51 PM Time Spent: 001011 |P Address: �AG�11�1 Q1� Contact Information Nome Address 2|P/Posto|Code Q2� Are you a resident of the City of Denton? Q3� Are you in favor of increased renewable energy in Q4� Do you understand why the Denton Energy Center ka needed in order to reach our goal of using 7OY6 renewable energy? Q5� Is the information presented (on this xvebaKeand at our open house events) helpful for your full understanding of the project? Ruth Bowen 14DG Stratford Ln 76209 Yes Yes Additional Comments As long os the health and safety of the citizens and environment is the number one priority, | am supportive of the DME plan to build o new center or expand existing facilities. Additional Comments Brian Donsoumb(| hope | correctly spelled his name) was very helpful. He answered my questions and if needed, found o person who could. Q& Do you believe that we've considered all relevant Yes, options? Additional Comments My disclaimer in choosing "yes"isto say os far os| know. Q'7� Are there any final questions or comments you want us to answer or consider? This may be covered in the FAQ section, and | forgot to ask Bhon, will converting to more renewable energy keep utility costs down ? Will conversion cost consumers more ? 82/83 000083 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON File #: ID 15 -1113, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Deliberations Regarding Certain Public Power Utilities Section 551.086. Competitive Matters - Under Texas Government Code Receive a presentation from Denton Municipal Electric staff ( "DME ") regarding public power competitive and financial matters pertaining to plans, strategies, opportunities, and developments for generation improvements to the DME system; discuss and deliberate strategies regarding same; discuss, deliberate, and provide Staff direction regarding opportunities and strategies for the City to acquire purchased power and enter into agreements regarding the same, in order to meet its future energy needs. City of Denton Page 1 of 1 Printed on 11/5/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON File #: ID 15 -1059, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Deliberations regarding Economic Development Negotiations - Under Texas Government Code Section 551.087. Receive a report and hold a discussion regarding economic development issues regarding a proposed economic development incentive agreement for O'Reilly Hotel Partners Denton and a proposed third amendment to the economic development program grant agreement between the City of Denton and Allegiance Hillview (RED Development). This discussion shall include commercial and financial information the City Council has received from O'Reilly Hotel Partners Denton and Allegiance Hillview (RED Development), business prospects which the City Council seeks to have locate, stay, or expand in or near the territory of the city, and with which the City Council is conducting economic development negotiations; deliberate the offer of a financial or other incentive to O'Reilly Hotel Partners Denton and the amendment of the economic development program grant agreement between the City of Denton and Allegiance Hillview (RED Development). City of Denton Page 1 of 1 Printed on 11/5/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: ID 15 -1191, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Deliberations regarding Economic Development Negotiations - Under Texas Government Code Section 551.087. Receive a report and hold a discussion regarding economic development issues regarding a proposed economic development incentive agreement for Project Cartoon. This discussion shall include commercial and financial information the City Council has received from Project Cartoon, a business prospect, which the City Council seeks to have locate, stay, or expand in or near the territory of the city, and with which the City Council is conducting economic development negotiations; deliberate the offer of a financial or other incentive to Project Cartoon. City of Denton Page 1 of 1 Printed on 11/5/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: ID 15 -1192, Version: 1 Agenda Information Sheet SUBJECT Deliberations Regarding Real Property - Under Texas Government Code Section 551.072; Deliberations Regarding Economic Development Negotiations - Under Texas Code Section 551.087; Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from staff, discuss, deliberate and provide staff with direction regarding the potential acquisition, exchange, lease or value of real property located generally in the 200 block of W. Mulberry, the 200 block of N. Elm, the 200 block of W. McKinney, the 200 block of N. Cedar, and the 200 block of E. McKinney in the City of Denton, Denton County, Texas. Consultation with the City's attorneys regarding legal issues associated with the potential real property matter where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. City of Denton Page 1 of 1 Printed on 11/5/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO Legislation Text File #: ID 15 -1181, Version: 1 Agenda Information Sheet SUBJECT Veteran's Day Proclamation City of Denton Page 1 of 1 Printed on 11/5/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -1060, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Development Services /Economic Development CM /ACM: Jon Fortune DATE: November 10, 2015 SUBJECT Consider adoption of an ordinance approving an Economic Development Agreement under Chapter 380 of the Local Government Code to promote economic development and to stimulate business activity in the city of Denton and under Chapter 351 to promote travel, tourism, meetings, conventions, and events for the economic growth of the city of Denton, between the City of Denton and O'Reilly Hotel Partners Denton (OHPD), regarding the development of an approximate 12 -acre parcel of land generally located on the south side of U.S. Highway 380 (West University Drive) ending at Scripture Road, between I -35 and North Bonnie Brae Street in Denton, Texas; authorizing the expenditure of funds therefor; and providing an effective date. BACKGROUND "Destination Denton" is our City's vision for the future, and the City's Vision Statement reads in part that "Denton is an identifiable and memorable destination." O'Reilly Hotel Partners Denton's (OHPD) proposed convention center and hotel development can help Denton realize that vision by meeting growing demand for significant meeting and hotel space to accommodate visitors to our community. OHPD's plans include the construction of a 285 -318 room Embassy Suites Hotel, an approximately 70,000 - square -foot convention center, and a Houlihan's restaurant. The anticipated convention center meeting space is approximately 37,850 square feet, the same size as was previously planned for their Denton project located at the University of North Texas (UNT). The meeting space would be of sufficient size to accommodate conventions with up to 650 participants with a grand banquet room that will hold up to 1,750 people for banquet -style events. The hotel and convention center would be managed by O'Reilly Hospitality Management (OHM). The current proposal from OHPD varies significantly from the previous project at the UNT location. The following are the major advantages to the City under the new proposal: The convention center and hotel will be located in the Rayzor Ranch Town Center, allowing it to serve as a catalyst project to ensure more timely and quality development. As a major anchor for the Town Center, the convention center and hotel can capitalize on the synergy associated with the planned shopping, entertainment, and restaurants located nearby. The City is not being asked to fund any element of construction, nor will the City own the convention center. As such, the City would not issue any public debt for this project and would have virtually no City of Denton Page 1 of 3 Printed on 11/5/2015 File M ID 15 -1060, Version: 1 financial risk. OHPD will privately finance the construction of the convention center and will be solely responsible for all debt obligations. • This proposal does not require the creation of a Tax Increment Reinvestment Zone as did the prior proposal. Financial participation by DISD or Denton County is not being sought. • Additional sales tax revenues can be captured through OHPD's participation in the Texas Direct Payment Program, under which they coordinate the purchase of construction materials in the city of Denton which will generate sales tax revenue to the City that was not previously possible. • The City's financial contribution is limited only to the actual revenue generated by the project at the Rayzor Ranch site. PRIOR ACTION/REVIEW (Council, Boards, Commissions) October 14, 2015 - The Economic Development Partnership Board recommended approval of the economic development program grant agreement with O'Reilly Hotel Partners Denton (8 -0). June 16, 2015 - During a work session, Council received a report, held a discussion, and gave staff direction regarding a proposed convention center and hotel project by O'Reilly Hotel Partners Denton to be located in the Rayzor Ranch development project, including a discussion and possible recommendation on economic incentives. February 17, 2015 - In a closed meeting, Council consulted with and provided direction to City's attorneys regarding legal issues associated with use of hotel/motel occupancy tax funds for convention center projects and held a discussion regarding granting economic development incentives for convention center projects. FISCAL INFORMATION To facilitate the development of this project, OHPD has requested performance -based economic incentives from the City via a Chapter 380 Economic Development Agreement that is based on the amount of revenue that the City previously considered using for the former convention center project. The incentive request is for a 100% rebate of the ad valorem tax, hotel occupancy tax, and sales tax generated by the proposed project for a maximum of 25 years or until the combined principal amount of $28 million and interest payment of $26 million, for a total aggregate amount of $54 million, is reached, whichever comes first. The incentive is capped at $54 million; however, based on the current pro forma that staff prepared the actual incentive is estimated to be between $35 -$40 million. There is an additional incentive request for 100% of the construction sales and use tax up to $850,000, at which time the grant will be reduced to 50 %. OHPD assumes all risk associated with the development of the project and their ability to receive any of these incentives is conditioned on their producing the anticipated project revenue. As a condition of the Chapter 380 Economic Development Grant, the City must have some management responsibility for the facility. As such, the City will assist in the management of certain sales missions and marketing functions for the convention center in order to further the public purpose of promoting economic growth and conventions, and to retain adequate Hotel Occupancy Tax control over the use of public funds to ensure benefits to the City. It is necessary for the City and OHPD to enter into a management agreement to clearly define the parties' roles and responsibilities. The City plans to subcontract these duties to the Denton City of Denton Page 2 of 3 Printed on 11/5/2015 File M ID 15 -1060, Version: 1 Convention and Visitors Bureau via an amendment to the existing contract. EXHIBITS 1 - ordinance agrmt O'Reilly Hotel Partners Denton 2 - 380 grant agrmt O'Reilly with exhibits 3 - management agrmt with O'Reilly Respectfully submitted: Aimee Bissett Director of Development Services Prepared by: Caroline Booth Assistant Director for Economic Development City of Denton Page 3 of 3 Printed on 11/5/2015 ORDINANCE NO. AN ORDINANCE APPROVING AN ECONOMIC DEVELOPMENT AGREEMENT UNDER CHAPTER 380 OF THE LOCAL GOVERNMENT CODE TO PROMOTE ECONOMIC DEVELOPMENT AND TO STIMULATE BUSINESS ACTIVITY IN THE CITY OF DENTON AND UNDER CHAPTER 351 TO PROMOTE TRAVEL, TOURISM, MEETINGS, CONVENTIONS, AND EVENTS FOR THE ECONOMIC GROWTH OF THE CITY OF DENTON, BETWEEN THE CITY OF DENTON AND O'REILLY HOTEL PARTNERS DENTON (OHPD), REGARDING THE DEVELOPMENT OF AN APPROXIMATE 12 ACRE PARCEL OF LAND GENERALLY LOCATED ON THE SOUTH SIDE OF U.S. HIGHWAY 380 (WEST UNIVERSITY DRIVE) ENDING AT SCRIPTURE ROAD, BETWEEN I -35 AND NORTH BONNIE BRAE STREET IN DENTON, TEXAS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, O'Reilly Hotel Partners Denton ( "OHPD ") has an interest in land generally located in the Rayzor Ranch Town Center development, in the City of Denton, Denton County, Texas, which includes property located South of US Route 380 ending at Scripture Road, between IH -35 and North Bonnie Brae Street (the "Property "); and WHEREAS, OHPD has made a request, on or about September 7, 2015, of the City of Denton ( "City ") to establish economic development incentives under Chapter 380 of the Texas Local Government to stimulate the development of commercial property within the City of Denton and under Chapter 351 of the Texas Tax Code to promote travel, tourism, meetings, conventions, and events for the economic development and growth of the City of Denton on the Property ( "Grant Application "); and WHEREAS, the Grant Application was approved by the Economic Development Partnership Board as compliant with the City of Denton's Tax Abatement and Incentive Policy on October 14, 2015; and WHEREAS, City and OHPD have negotiated an Economic Development Agreement to reflect the terms of the incentive, a copy of which is attached hereto and made a part hereof by reference (the "Agreement "), as well as a related Management Agreement; and WHEREAS, the City Council of the City of Denton hereby finds that the contemplated use and development of the Property, the proposed improvements provided for in the Agreement, and the other terms and conditions of the Agreement, will promote economic development, increase employment, and stimulate business and commercial activity within the City of Denton for the benefit of the public and therefore meets the requirements under Chapter 380 of the Texas Local Government Code; and WHEREAS, the City Council of the City of Denton further finds that the proposed Project on the Property will promote tourism and the convention and hotel industry and therefore meets the requirements under Chapter 351 of the Texas Tax Code; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this ordinance are incorporated into the body of this ordinance. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement attached hereto on behalf of the City of Denton and to carry out the City's responsibilities and rights under the Agreement, including without limitation the authorization to make the expenditures set forth in the Agreement. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY am APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY J-- Page 2 CHRIS WATTS, MAYOR ECONOMIC DEVELOPMENT AGREEMENT WITH O'REILLY HOTEL PARTNERS — DENTON, LLC This Economic Development Agreement ( "Agreement ") is made and entered into as of the effective date provided for below, by O'REILLY HOTEL PARTNERS — DENTON, LLC, a Missouri limited liability company, located at 2808 S. Ingram Mill Road, Building C100, Springfield, Missouri, 65804 ( "Grantee "), and the CITY OF DENTON, a Texas municipal corporation, located at 215 E. McKinney Street, Denton, Texas 76201 (the "City ") for the purposes and considerations stated herein. The City and the Grantee are collectively referred to as the "Parties." WHEREAS, this Agreement is authorized pursuant to Article III, Section 52 -a of the Texas Constitution and Chapter 380 of the Texas Local Government Code (the "Act ") to promote local economic development and to stimulate business and commercial activity in the City of Denton, and pursuant to Chapter 351 of the Texas Tax Code to promote travel, tourism, meetings, conventions, and events for the economic development and growth of the City of Denton and economic benefit of the Parties; and WHEREAS, Grantee owns or is under contract to acquire a tract of land generally located in the Rayzor Ranch Town Center development, Denton, Texas 76201, which is within the city limits of the City of Denton, Denton County, Texas, which includes property located South of US Route 380 ending at Scripture Road, between IH -35 and North Bonnie Brae Street, and more specifically described in Exhibit "A" attached hereto and incorporated by reference as if set forth at length herein (the "Property "); and WHEREAS, the Property is located in the Rayzor Ranch Overlay District which maintains requirements for design and architectural standards that will control when not inconsistent with this Agreement, pursuant to Denton Development Code 35.7.15; and WHEREAS, the Property is also located in the Rayzor Ranch Public Improvement District No. 1 ( "PID"), upon which special assessments have been levied by the City within the PID to cover the issuance of PID Bonds that may be used to fund actual costs of authorized public improvements on the Property, such public improvements to be dedicated to the City in accordance with City of Denton Resolution R2014 -022, and that said PID assessments are not waived by this Agreement; and WHEREAS, Grantee desires to construct a 285 -318 room Embassy Suites hotel "Hotel "), an approximately 70,000- square -foot convention center ( "Convention Center "), and a Houlihan's restaurant ( "Restaurant ") on the Property with an estimated capital investment of approximately $93 million ( "Project "); and WHEREAS, the Grantee, by separate agreement, is delegating to the City certain management functions of a Convention Center, including the visitors' programs and activities in accordance with the terms, provisions, and requirements of the separate agreement; and WHEREAS, on or about September 7, 2015, Grantee submitted a City of Denton Incentive Application ( "Grant Application ") shown in Exhibit "B" concerning the contemplated use and development of the Property in order to request economic development incentives to defray a portion or all of the costs of the development, construction and operation of the Project pursuant to the Act; and WHEREAS, the Grant Application was reviewed by the Economic Development Partnership Board ( "EDP board ") in accordance with the City of Denton's Tax Abatement and Incentive Policy on October 14, 2015 and the EDP board found the Project meets the qualifications for tax incentives and recommended approval of the incentives as outlined herein; and WHEREAS, the City intends to provide Grantee with economic development incentives subject to the terms herein until the earlier of the following: (1) 25 years; or (2) the combined principal amount of $28 million and interest payment of $26 million for a total aggregate amount of $54 million is reached; and WHEREAS, the City Council of the City of Denton hereby finds that the contemplated use and development of the Property, the proposed improvements provided for herein, and the other terms and conditions of this Agreement, will promote economic development, increase employment, and stimulate business and commercial activity within the City of Denton for the benefit of the public and therefore meets the requirements under Chapter 380 of the Texas Local Government Code; and WHEREAS, the City Council of the City of Denton further finds that the proposed Project on the Property will promote tourism and the convention and hotel industry and therefore meets the requirements under Chapter 351 of the Texas Tax Code; and NOW, THEREFORE, the City and Grantee for and in consideration of the Property and the promises contained herein do hereby contract, covenant and agree as follows: I. DEFINITIONS "Approved Franchise" means a franchise agreement approved by the City with an Approved Franchisor whereby O'Reilly Hotel Partners — Denton, LLC is permitted to operate the hotel and restaurant using the name and reservation system of any Approved Franchisor. "Approved Franchisor" means, initially, an Embassy Suites and a Houlihan's Restaurant and Bar; provided that, from and after the date the hotel opens for business to the public throughout the term of the Approved Franchise and in the event, after the expiration of the Approved Franchise, another franchise is entered into, such term after approval by the City within the City's sole discretion, shall also include a national or 2 international hotel franchisor for a Comparable Hotel Property and /or a national or international restaurant franchisor for a specific restaurant product of the same or higher quality than Houlihan's Restaurant and Bar. "Capital Investment" means the total actual capital cost to Grantee for the acquisition of land, development, and construction of the Project, including a reasonable capital operating reserve, and the furniture and equipment installed at the Project. "City HOT Returns" means City of Denton Hotel/Motel Occupancy Tax Reports on which the Grantee or other persons report and remit City of Denton hotel occupancy taxes imposed under Chapter 351 of the Texas Tax Code on amounts paid for hotel rooms in the Proj ect. Such Reports shall be submitted by the Grantee the first week of each month using the prior month's data and shall be in the form attached as Exhibit "C" hereto. "Comparable Convention Center" means the operation and maintenance of the Convention Center in a manner such that its condition shall demonstrate refined, high quality, and fully functional appointments; furniture, fixtures, and equipment; exterior and interior finishes; landscaping; and mechanical, electrical, and structural components consistent with convention centers of comparable size and operation within the State of Texas that are affiliated with Comparable Hotel Properties. For the purposes of this Economic Development Agreement, the term Comparable Convention Center shall include, as of the Effective Date (but which may not be included in the future if such properties no longer meet the definition of "Comparable Convention Centers "), the San Marcos, Texas, convention center and the Frisco, Texas, convention center. The City reserves the right to inspect the Convention Center in the Project from time to time as necessary to maintain compliance herein. "Comparable Hotel Properties" means a hotel that (1) is a full- service, "convention - oriented hotel" (not including so- called "budget" or "limited service" hotels or motels) or, (2) has at least two hundred fifty (250) keys, (3) contains features, finishes, and amenities that are available in hotels of similar age that are at all times during the term of this Economic Development Agreement, maintained so as to be considered an upscale, full- service, "convention- oriented" or full - service hotel, as applicable, that is operated and maintained according to standards similar to those of the Embassy Suites brand as such brand standards exist on the Effective Date of this Agreement, and (4) is located within the State of Texas. For the purposes of this Economic Development Agreement, the term Comparable Hotel Properties shall include, as of the Effective Date (but which may not be included in the future if such properties no longer meet the definition of "Comparable Hotel Properties "), Embassy Suites —San Marcos, Texas and Embassy Suites Frisco, Texas. "Convention Center" means an upscale convention center facility of approximately 70,000 square feet in size under roof, containing meeting space of approximately 37,850 square feet that will accommodate conventions with up to 650 people and a grand banquet room that will accommodate up to 1,750 people for banquet -style events, and related improvements, including landscaping, the required parking spaces as determined by the City's development standards, and required infrastructure. The convention center facility 3 shall be managed in whole or part by the City and shall be primarily used to host conventions and meetings. "Force Majeure" means any contingency or cause beyond the reasonable control of a party including, without limitation, acts of God or the public enemy, acts of terrorism, war, riot, civil commotion, insurrection, government or de -facto governmental action (unless caused by acts or omissions of the party), fires, explosions, rain or other weather delays, floods, strikes, slowdowns or work stoppages. "Full- service Hotel" means mid - price, upscale or luxury hotel with a restaurant, lounge facilities, and meeting space as well as minimum service levels including bell service and room service. "Hotel" means a building in which members of the public obtain sleeping accommodations for consideration. "Improvements" mean the construction and equipping of the Property as set forth in the Grant Application, including but not limited to: (1) costs related to the development and improvement of the real estate, including, without limitation, construction costs and design and engineering costs; and (2) tangible personal property located on or at the Property owned or controlled by Grantee, excluding inventory, supplies, and vehicles. "Management Agreement" means the agreement between the City and O'Reilly Hotel Partners — Denton, LLC setting forth the parties' respective functions in managing the Denton Convention Center in whole or in part and as amended in writing. "Monthly Sales Tax Report" means the monthly report received from the Texas State Comptroller that shows the amount of total taxable sales for a month period. "Restaurant" means a Houlihan's Restaurant and Bar, or another restaurant and bar of similar or higher quality and style, that will be located on the hotel site. "Sales Tax" means the 1% general municipal sales and use taxes imposed by the City of Denton pursuant to Section 321.103(a) of Texas Tax Code and 0.5% additional municipal sales and use tax imposed by the City of Denton from property tax reduction pursuant to Section 321.103(b) of the Texas Tax Code and arising (i) from any person's collection of sales taxes as a result of sales of taxable items consummated at the Project during the term of this Agreement, (ii) from any person's payments to vendors or directly to the Texas Comptroller of Public Accounts of City Sales Taxes on purchases of taxable items consummated at the Project during the term of this Agreement, and (iii) from City Sales Taxes paid by any person in connection with the construction or equipping of the Project. "Texas Comptroller of Public Accounts' Monthly Sales Tax Report" means reports from the Comptroller to the City as provided in Section 321.3022 of the Texas Tax Code that identify amounts paid from the Comptroller to the City, by period, of Sales Taxes. If M during the term of this Agreement, due to a change in law or policy the Comptroller ceases providing such reports with respect to the Sales Taxes, "Texas Comptroller of Public Accounts' Monthly Sales Tax Report" means alternative documentation that the Parties agree establishes the amounts of Sales Taxes received by the City. "Texas Direct Payment Permit" means that permit issued by the State of Texas authorizing Grantee to self - assess and pay applicable state and local use taxes directly to the State of Texas related to selected portions of Grantee's taxable purchases. "Three Diamond Rating" means a Three Diamond Rating under the AAA Diamond Rating Process or if the AAA Diamond Rating Process is not available, a comparable rating under the successor rating process; provided however, that in no event shall the hotel be operated in a manner that falls below the standard or quality of a Comparable Hotel Property. In no circumstance shall the Three Diamond Rating result in a standard with respect to the design, development, construction, furnishing, opening and operation of the hotel which is less than what would be required of by Three Diamond Rating as it exists of the Effective Date. "Upscale Condition" means, with respect to the Hotel, the operation and maintenance of the Hotel in a manner such that their condition shall demonstrate refined, high quality, and fully functional appointments; furniture, fixtures, and equipment; exterior and interior finishes; landscaping; and mechanical, electrical, and structural components consistent with Comparable Hotel Properties, normal wear and tear excepted, that is consistent with the standards of operations and operating plans necessary to obtain a Three Diamond Rating. The City reserves the right to inspect the Project and Property from time to time to determine compliance herein. "Upscale Manner" means the process of developing, designing, constructing, and maintaining the Convention Center, Hotel, and Restaurant as required so they will exist in an Upscale Condition. "Use Tax Certificate" means a certificate or other statement in a form acceptable to the City setting forth the Grantee's collection of use tax imposed by the City and received by the City from the State of Texas, for the use of taxable items (tangible personal property or taxable services) by Grantee at the Property for the applicable grant period which are to be used to determine Grantee's eligibility for a Grant, together with such supporting documentation required herein, and as the City may reasonably request. II. GRANT CONDITIONS A. Grantee covenants and agrees with the City that the City's obligations under this Agreement are subject to the fulfillment of the Grantee's obligations under this Agreement, and Grantee hereby agrees to perform and comply in all material respects to the terms, conditions, and provisions of this Agreement and in all other instruments and agreements between Grantee and the City with respect to the financial or other incentives provided herein. B. Improvements to the Property shall be made in substantial compliance with the description of the Project as set forth in the Grant Application. The City expressly is not obligated in any way to payment of costs and fees for the Improvements, and is only agreeing to the payments as described herein. The kind and location of the Improvements is more particularly described in the Grant Application. For the construction of Improvements and /or remodeling of existing improvements, Grantee shall comply with all City of Denton Code of Ordinances, the regulations of the Rayzor Ranch Overlay District, the City's Tax Abatement and Incentive Policy, Texas Department of Transportation Regulations and any other applicable federal, state, and local law. C. Grantee shall collaborate with the City to jointly select the name of the Convention Center as a whole or for any portion thereof. D. Notwithstanding anything contained in this Agreement to the contrary, no grant or payment shall be made to the Grantee under this Agreement unless and until Grantee has completed the Improvements to the Property no later than 30 months after the start of construction, subject to force inajeure delays as outlined herein, including but not limited to a 285 -318 room Full - Service Hotel with an Approved Franchisor, an approximately 70,000- square -foot Convention Center, and a Restaurant with an Approved Franchisor. As a grant condition, Grantee shall provide a total Capital Investment for the development of the Project of at least $80 million. Grantee is responsible for cooperating in the provision of any receipts or books to determine compliance with this section until Improvements are verified as completed. The Capital Investment shall generate a minimum increase in assessed real estate Improvements and business personal property valuation on the Property over the existing 2015 valuation in the amount of $20 million as a condition of the delivery of the Grant payments. Land and Inventory valuations are not included in the grant incentive calculations. E. Grantee shall continuously operate and maintain the Convention Center, Hotel, and Restaurant in an Upscale Manner for the term of this Agreement. Grantee's obligation to operate and maintain the Convention Center, Hotel, and Restaurant in an Upscale Manner shall survive the expiration of this Agreement and any such assignment of this Agreement authorized by Sec. 6.M. herein shall cause such assignee to be obligated to operate and maintain the Convention Center, Hotel and Restaurant in an Upscale Manner. 0 F. Grantee agrees that any incentive involving the use of Hotel Occupancy Tax funds shall be expended in a manner directly enhancing and promoting tourism and the convention and hotel industry and only as permitted by Chapter 351 of the Texas Tax Code, as amended. Grantee also acknowledges that while not anticipated to occur, if it is found by a court of competent jurisdiction or other official administrative body that the City does not have the legal authority to enter into this Agreement regarding the use of the Hotel Occupancy Tax, then such determination shall cause the incentive involving the use of Hotel Occupancy Tax funds to cease under this Agreement. The termination of this incentive shall not affect the other terms of this Agreement not related to the same. G. Grantee acknowledges and understands that the City shall provide certain management functions of the Convention Center in order for the Grantee to receive the Hotel Occupancy Tax Grant, including visitors' programs and activities pursuant to the terms of this Agreement. In the event that the City ceases to provide certain management functions, any incentive involving the Hotel Occupancy Tax funds shall cease. The City shall continue to provide limited management functions referred to in the Management Agreement for the term of the Management Agreement, unless a default occurs thereunder, with such functions not to be unreasonably withheld. A copy of the Management Agreement between Grantee and the City is attached as Exhibit D to this Agreement for reference. H. Grantee shall use good faith efforts to hire qualified residents of the City of Denton to work at the Project, consistent with business needs and its commitment to equal opportunity and subject to all applicable local, state and federal employment laws. Moreover, Grantee shall use a good faith effort to hire local Denton contractors and suppliers in constructing the Project where qualified and available. L Grantee shall be duly authorized and existing under U.S. law and is in good standing under such laws, and shall be registered to do business in the State of Texas. J. The Project is not exempt from the payment of PID assessments levied on the Property. The City acknowledges that Grantee and the previous owner of the Property, RED Development LLC ( "RED "), have executed an indemnity agreement whereby RED shall indemnify Grantee for any PID assessment due and owing on the Property. Grantee acknowledges that this separate agreement has no binding effect on the City and the City shall not be required to collect PID assessments directly from RED. K. Neither the Property nor any of the Improvements to the Property are owned or leased by any member of the City Council, nor any member of the City Planning and Zoning Commission. L. This Agreement is subject to rights of holders of outstanding bonds of the City, if any. M. In the event of any conflict between the City of Denton Code of Ordinances and federal, state, or other local regulations, and this Agreement, such ordinances and /or 7 regulations shall control; provided that, if there is a subsequent amendment to include any design criteria other than what was in the original Grant Application and to the extent it conflicts with criteria solely involving design in the Rayzor Ranch Overlay, then this Agreement, as amended, shall control. N. In accordance with Chapter 2264 of the Texas Government Code, Grantee shall not knowingly employ any person for or at the Project who is not lawfully admitted for permanent residence to the United States or who is not authorized under law to be employed in the United States ( "Undocumented Worker "). During the term of this Agreement, Grantee shall notify City of any complaint brought against Grantee alleging that Grantee has knowingly employed Undocumented Workers. In the event that Grantee is convicted of a violation under federal law, grant payments shall be terminated. III. TERMS OF GRANT A. Subject to and in exchange for Grantee's compliance with the terms and conditions of this Agreement and any federal, state, or local law, the City hereby agrees to, as an incentive, make the following Grant payments for a maximum of 25 years or until the combined principal amount of $28 million and interest payment of $26 million for a total aggregate amount of $54 million is reached, whichever comes first. The methodology for establishing Grant payments is as follows: 1. An annual grant beginning the first February 1st following the first January lst tax appraisal after receipt by Grantee of the certificate of occupancy for the Convention Center, Hotel, and Restaurant on the Property of lawfully available funds equal to One Hundred Percent (100 %) of ad valorem taxes collected and verified by the City for the prior tax year, exclusive of the taxable value of the underlying land or any increase in taxable value attributable to underlying land (the "City Ad Valorem Tax Grant "). The Ad Valorem Tax Grant shall be paid on or before 60 days after the City's receipt of all ad valorem taxes for the Property for the applicable tax year. The taxable assessed value shall be determined by the Denton County Appraisal District. Such grant shall be subject to annual appropriation by the City Council of the City in the annual budget and the City's obligations under this Agreement shall not constitute a general obligation of the City or indebtedness under the Constitution or laws of the State of Texas. 2. Quarterly grants after the conclusion of each calendar quarter beginning with the calendar quarter that includes the receipt by Grantee of the certificate of occupancy for the Convention Center, Hotel and Restaurant on the Property, of lawfully available funds in an amount equal to One Hundred Percent (100 %) of the City's Hotel Occupancy Tax attributable to amounts paid for hotel rooms on the Property for such calendar quarter, determined with reference to the City HOT Returns (the "Hotel Occupancy Tax Grant "). The Hotel Occupancy Tax Grant shall be paid on or before 60 days after the later of (i) the City's receipt of the City HOT Returns for all periods in a quarter and (ii) the City's receipt of the City HOT Report (in the for attached as Exhibit C hereto) for all periods in a quarter. 3. Quarterly grants after the conclusion of each calendar quarter beginning with the calendar quarter that includes the receipt by Grantee of the certificate of occupancy for the Convention Center, Hotel and Restaurant on the Property, of lawfully available funds in an amount equal to one hundred percent (100 %) of the City's Sales Tax received each quarter from the Project (the "Sales Tax Grant "), as established by the Texas Comptroller of Public Accounts' Monthly Sales Tax Report. The Sales Tax Grant shall be paid on or before 60 days after the later of (i) the City's receipt of the Texas Comptroller of Public Accounts' Monthly Sales Tax Report for all periods in a quarter that identify amount of Sales Taxes for all months of a quarter and (ii) the City's receipt of the Sales Tax for all periods in a quarter. Grantee agrees to provide the City any necessary forms required for release of this information for the verification of grant payments. Such grant shall be subject to annual appropriation by the City Council of the City in the annual budget and the City's obligations under this Agreement shall not constitute a general obligation of the City or indebtedness under the Constitution or laws of the State of Texas. B. A quarterly grant (the "Construction Sales and Use Tax Grant ") during the period of Construction of the Project, from lawfully available funds, in an amount equal to One Hundred Percent (100 %) of Sales Tax receipts, up to a maximum of $850,000.00, collected by the City of Denton on construction materials and furniture, fixtures, and equipment purchased for the development of the Property as set forth in the Texas Direct Payment quarterly sales tax returns submitted by Grantee to the Texas Comptroller of Public Accounts and verified by the City of Denton's Finance Department. Upon reaching a cumulative Construction Sales and Use Tax Grant maximum of $850,000.00, the quarterly grant will be reduced to Fifty Percent (50 %) of the Sales Tax receipts for the same. The Construction Sales and Use Tax Grant shall be paid on or before 60 days after the later of (i) the City's receipt of the Texas Direct Payment Report for all periods in a quarter that identify amount of Sales Taxes for all months of a quarter and (ii) the City's receipt of the Sales Tax for all periods in a quarter. Grantee shall submit the Texas Application for Direct Payment Permit in the form of Exhibit "E" to the Texas Comptroller of Public Accounts. C. The above referenced City Ad Valorem Tax Grant, Hotel Occupancy Tax Grant, Sales Tax Grant, and Construction Sales and Use Tax Grant may be collectively referred to as the "Grants." D. The City's obligation to pay the payments provided in this Agreement is subject to the fulfillment of the General Conditions set forth in Article 11 above. E. Grantee shall have the right to protest and contest any or all appraisals or assessments by the Denton County Appraisal District for the Property, the Improvements or any other tangible personal property owned or controlled by Grantee and located on the Property. The final amount of the Ad Valorem Tax Grant shall be based upon final 0 assessed values after any such protest or contest. The portion of the Ad Valorem Tax Grant corresponding to any taxable assessed values in dispute or under protest with the Denton Central Appraisal District shall be withheld from the annual grant until such protest or dispute has been resolved. Once resolved, the City shall pay any amounts corresponding to the final taxable assessed value as settled, and not previously paid, in the next following annual Ad Valorem Tax Grant. IV. RECORDS, AUDITS, AND EVALUATION OF PROJECT A. The City shall inspect the Convention Center from time to time to determine compliance with the operation of the Convention Center in the manner described herein and consistent with the Property's zoning, overlay, and other City of Denton ordinances. B. The City shall inspect the Hotel property from time to time to determine compliance with the operation of the Hotel in the manner described herein and consistent with the Property's zoning, overlay, and other City of Denton ordinances. C. Grantee shall provide access and authorize inspection of the Property by authorized City employees and allow sufficient inspection of financial information for the limited purpose of insuring that the Improvements are made according to the specifications and conditions of this Agreement. Such inspections shall be in addition to, and not in place of, any inspections required by City ordinance by the City in its governmental capacity for construction of the Improvements. The financial information shall include, without limitation, an inventory listing the kind, number, and location of and the total appraised value of all Improvements to the property, including the appraised value of all buildings and other structures and permanent improvements installed, renovated, repaired or located on the Property. D. Grantee shall deliver to the City no later than January 1 of each year during the term of this Agreement, a Certificate of Compliance utilizing the form attached as Exhibit "F ". The form is subject to revision by the City provided that such revision does not materially change Grantee's rights or obligations under this Agreement. In the Certificate of Compliance, Grantee shall warrant to the City that it is in full compliance with each of its obligations under this Agreement. The City and /or its representative(s), including third- parties contracted by the City, shall have the right to inspect all relevant records of Grantee as are reasonably necessary to verify compliance with all requirements of this Agreement. Such inspections shall be preceded by at least a one (1) week written notice to Grantee and shall not unreasonably interfere with Grantee's business activities. E. Quarterly and Annual Grant payments are predicated on Grantee's submission of and the City's verification of the Certificate of Compliance by January 1 of the applicable grant year. The City is not obligated to make any payments under this Agreement if Grantee fails to timely submit its Certificate of Compliance. If Grantee does not timely submit an annual Certificate of Compliance, within thirty (30) days from the date due after receiving a written notice from the City, the annual Ad Valorem Tax Grant, 10 the quarterly Hotel Occupancy Tax Grant, Sales Tax Grant, and Construction Sales and Use Tax Grant will be forfeited for that year. Upon timely compliance with submission of the Certificate of Compliance the following January 1 of the next year, the annual Ad Valorem Tax Grant, the quarterly Hotel Occupancy Tax Grant, Sales Tax Grant, and Construction Sales and Use Tax Grant shall resume, according to their terms. If Grantee fails to submit a timely Certificate of Compliance for two consecutive years regardless of a cure, this Agreement shall terminate. V. DEFAULT A. Each of the following shall constitute an Event of Default under this Agreement: Failure of the Grantee to continuously maintain and operate the Property to the standard of a Comparable Hotel Property for the term hereof and the Grantee does not cure such failure within one hundred twenty (120) days after written notice from the City to the Grantee describing such failure, or if such failure cannot be cured within such 120 -day period in the exercise of all due diligence, then if the Grantee fails to commence such cure within such 120 -day period or fails to cure such default within a reasonable time after the expiration of the first one hundred twenty (120) -day period, in no event to exceed three hundred sixty five (365) days after the written notice of default. 2. Failure to comply with the terms of the Management Agreement between the City and O'Reilly Hotel Partners — Denton, LLC for the management of the Denton Convention Center. 3. Any warranty, representation or statement made or furnished to the City by or on behalf of Grantee under this Agreement that is false or misleading in any material respect, either now or at the time made or furnished. Provided that, if Grantee learns that any such warranty, representation or statement has become false or misleading since the time that it was made, then Grantee shall provide written notice to the City of the false and misleading nature of such warranty, representation or statement within ten (10) calendar days 4. The dissolution or termination of Grantee's existence as a going business, Grantee's insolvency, appointment of receiver for any part of the Property, any assignment of all or substantially all of the assets of Grantee for the benefit of creditors of Grantee, any type of creditor workout for Grantee, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantee. 5. Grantee's failure to fulfill the Grant Conditions set forth in Article 11 herein. 11 6. Grantee allowing property taxes owed to the City, Denton County, or Denton Independent School District to become delinquent and failing to cure the same within thirty (30) days after receipt of written notice thereof from the City and or Denton Central Appraisal District. 7. An expenditure, by the Grantee, of Hotel Occupancy Tax Grant funds for a purpose not authorized by Chapter 351, Texas Tax Code, as amended. In the event the City determines that Grantee has made an improper or illegal expenditure of Hotel Occupancy Tax Grant funds, Grantee must, no later than thirty (30) days after receipt of written notification from the City, reimburse the City in an amount equal to the improper expenditure, plus interest at the rate of 5 %. Grantee's failure to make reimbursement will constitute a default of this agreement. The City shall have no liability in connection thereof. 8. Failure of Grantee to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any documents generated or otherwise created attendant to this Agreement or in any way related to this Agreement ( "Related Documents "), or failure of Grantee to comply with or to perform any other term, obligation, covenant or condition contained in any other agreement between the City and Grantee, fails to cure such failure within thirty (30) days after receipt of written notice from the City describing such failure, or if such failure cannot be cured within such 30 -day period in the exercise of all due diligence, then if Grantee fails to commence such cure within such 30 -day period or fail to continuously thereafter diligently prosecute the cure of such failure. B. Upon the occurrence and continuance of a default of this Agreement, the City may pursue any legal or equitable remedy or remedies, including, without limitation, specific performance or damages, (including reasonable attorneys' fees), and City may terminate this Agreement by giving written notice of such termination to Grantee; and, this Agreement shall terminate as of the date specified in such notice (which date shall be on or after the date of the notice of termination). If any Event of Default shall occur and Grantee fails to cure such default as provided herein, all commitments of the City under this Agreement, including without limitation, all Grant payments shall immediately terminate with respect to the year or quarter in which notice of the Event of Default is given and for all future years or quarters. Additionally, Grantee shall be obligated to repay the City an amount equal to one hundred percent (100 %) of all previous payments made by the City under this Agreement to the Grantee in the preceding compliance year. If Grantee is required to reimburse the City these amounts hereunder, the City shall notify the Grantee in writing of the amount to be repaid, and shall direct them to pay such amount directly to the City. All such amounts due hereunder shall be due upon demand by the City and if not paid within thirty (30) days following written demand hereunder, the unpaid amount due hereunder shall bear interest at the rate of 5% per annum after demand until paid. All remedies of the City under this Agreement shall be cumulative. 12 VI. GENERAL PROVISIONS A. All improvements to the Property shall be consistent with all federal, state and local law including the Denton Code of Ordinances as well as any other regulations or plans relative to the Property. This Agreement does not constitute a waiver by the City of any development ordinances or conditions. Further, Grantee acknowledges that by executing this Agreement, no entitlement or agreements concerning zoning or land use shall arise, either implied or otherwise. B. Grantee shall complete construction of all improvements to the Property within the timeframes provided for in this Agreement. Notwithstanding the foregoing, Grantee shall have such additional time to complete the Improvements as may be required in the event of Force Maj eure if Grantee is diligently and faithfully pursuing completion of the Improvements. In the event that Grantee requires additional time due to an event of Force Majeure, such additional time shall not exceed 180 days, unless otherwise approved by City Council. C. GRANTEE SHALL INDEMNIFY, SAVE, DEFEND AND HOLD HARMLESS THE CITY, ITS ELECTED OFFICIALS, OFFICERS, AGENTS, ATTORNEYS, EMPLOYEES, AND SUBCONTRACTORS (COLLECTIVELY, THE "INDEMNITEES ") FROM AND AGAINST ANY ADMINISTRATIVE OR INVESTIGATIVE PROCEEDING BY ANY GOVERNMENTAL AUTHORITY DIRECTLY OR INDIRECTLY RELATED, TO A CLAIM, DEMAND, ACTION OR CAUSE OF ACTION, ARISING FROM GRANTEE'S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER. GRANTEE FURTHER INDEMNIFIES, SAVES, DEFENDS, AND HOLDS HARMLESS INDEMNITEES FROM ANY AND ALL LIABILITIES, CLAIMS, LOSSES, COSTS OR EXPENSES (INCLUDING ATTORNEY'S FEES, COURT COSTS, EXPERT WITNESS FEES) THAT ANY INDEMNITEES SUFFER OR INCUR AS A RESULT OF ANY OF THE FOREGOING, AS WELL AS ANY AND ALL LIABILITIES, CLAIMS, LOSSES, COSTS, OR DAMAGES ARISING OUT OF (1) ANY NEGLIGENT ACT OR OMISSION, ANY GROSS NEGLIGENCE OR ANY RECKLESS OR WILLFUL MISCONDUCT BY GRANTEE OR ITS OFFICER, DIRECTOR, AGENT, OR EMPLOYEE, AND (2) THE NON - PERFORMANCE OF GRANTEE'S OBLIGATIONS WHETHER NEGLIGENT, GROSSLY NEGLIGENT, RECKLESS OR WILLFUL, AND (3) ANY ACTION TAKEN BY GRANTEE OR ON BEHALF OF GRANTEE THAT IS NOT PERMITTED BY OR PURSUANT TO, THE PROVISIONS OF THIS AGREEMENT OR REASONABLY NECESSARY TO CARRYING OUT LENDER OR GRANTEE DUTIES.S. D. 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 13 and signed by the party or parties sought to be charged or bound by the alteration or amendment, and in the case of the City, approved by its governing body. E. 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 Denton County, Texas. Venue for any action arising under this Agreement shall lie in Denton County, Texas. F. The signatories hereto shall be subject to all ordinances of the City, whether now existing or in the future arising. This Agreement shall confer no vested rights, as defined and referenced in Chapter 245 of the Texas Local Government Code, as amended, on the Property or Grantee. G. This Agreement shall become a binding obligation on the signatories upon execution by all signatories hereto, including their respective successors and assigns and upon all future owners of the Property. The City warrants and represents that the individual executing this Agreement on behalf of the City has full authority to execute this Agreement and bind the City to the same. Grantee warrants and represents that the individual executing this Agreement on its behalf has full authority to execute this Agreement and bind Grantee to same. H. In the event any provision of this Agreement shall be determined by any court of competent jurisdiction to be invalid or unenforceable, the Agreement shall, to the extent reasonably possible, remain in force as to the balance of its provisions as if such invalid provision were not a part hereof. L All notices required to be given under this Agreement shall be given in writing and shall be effective when actually delivered or when deposited in the United States mail, first class, postage prepaid, addressed to the party to whom the notice is to be given at the addresses shown below. Notices may be given via facsimile at the numbers below. Any party may change its address or fax no. for notices under this Agreement by giving written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, each party agrees to keep the other informed at all times of its current address and fax number. GRANTEE: Tim O'Reilly O'Reilly Hospitality Management, LLC 2808 S. Ingram Mill Road, Building C100 Springfield, MO 65804 CC: David O'Reilly O'Reilly Wooten Offices 2831 S. Ingram Mill Road 14 Springfield, MO 65804 CITY: City Manager City of Denton 215 E. McKinney Denton, Texas 76201 J. Time is of the essence in the performance of this Agreement. K. Grantee represents that this Agreement is entered into by Grantee pursuant to authority granted by its Board of Directors to its Managing Director. A copy of a corporate resolution of Grantee, authorizing this Agreement is attached hereto and made a part hereof as Exhibit "G ". L. This Agreement is authorized by the City Council of the City at its meeting on the 27th day of October, 2015, authorizing the City Manager to execute this Agreement on behalf of the City. A copy of the City Council's ordinance authorizing this Agreement is attached hereto and made a part hereof as Exhibit "H ". M. Except as provided herein, this Agreement may not be assigned or transferred in whole or in part without the prior written approval of the parties, which shall not be unreasonably withheld. This Agreement may be assigned in whole by Grantee, with prior written approval of the City, for the limited purpose of merging or otherwise transferring assets to an entity sharing a degree of ownership or control with Grantee. The assignment, whether in whole or in part, will not take effect until City is provided written notice of such assignment and a copy of same. A permitted assignment by any Party of its interests in this Agreement shall not relieve the assigning Party from its obligations under this Agreement unless the non - assigning Party shall expressly consent in writing to any such release. Any assignee of any Party's rights under this Agreement, as a condition of such assignment, shall execute an assumption of the assigning Party's duties and obligations under this Agreement, including the obligations set forth in Article II herein upon the Grantee's assignment or transfer of this Agreement to any other party, such assumption to be in form reasonably acceptable to the other Parties to this Agreement. N. Grantee hereby agrees construction of the authorized public improvements as set forth in the PID and the dedication of those improvements and any corresponding public access easements to the City is roughly proportional to the need created by the development on the Property within the PID, and Grantee hereby waives any claim therefore that it may have in regards to such improvements. Grantee further acknowledges and agrees that all prerequisites to such a determination of rough proportionality have been met, and that any costs incurred relative to said construction and dedication are related both in nature and extent to the impact of the Project. Grantee further agrees to waive and release all claims it may have related to any and all rough proportionality and individual determination requirements mandated by the United States Supreme Court in Dolan v. City 15 of Tigard, 512 U.S. 374 (1994), and its progeny, and Chapter 212 of the Texas Local Government Code, as well as any other requirements of a nexus between development conditions and the projected impact of this Project. O. It is agreed by the parties to this Agreement that the terms of this Agreement are not intended to and shall not be deemed to create any partnership or j oint venture among parties. The City, its past and future officers, elected officials, employees, and agents expressly do not assume any responsibilities or liabilities to any third party in connection with the Project or the design, construction, or operation of any portion of the Improvements. P. Any party hereto may request an estoppel certificate from another party hereto, but no more frequently than annually, upon written request by the other Party not less than ten (10) business days prior to the need for such certificate, and so long as the certificate is requested in connection with a bona fide business purpose. The requesting Party shall execute, acknowledge and deliver to O'Reilly Hotel Management, LLC, or the City, as the case may be, a statement in writing certifying one or more of the following: (a) the remaining term of this Agreement, (b) that this Agreement is unmodified and in full force and effect (or if there have been any modifications, that the same is in full force and effect as modified and stating the modifications), (c) the number of years remaining for the payment of Grant Payments (d) the Grant Payments remitted to date, and (e) that, to the then current actual knowledge, without independent investigation of Party, no default hereunder on the part of the other Party exists, except that if any such default does exist, the certifying Party shall specify such default. Q. Notwithstanding anything to the contrary herein, Grantee acknowledges and agrees that this Agreement is subject to the provisions of Subchapter I of Chapter 271 of the Texas Local Government Code, as amended, and therefore limits any recovery from suit based on adjudicating claims for breach of this Agreement; however, such acknowledgement does not waive any defenses that the City may bring in the event of suit, including a defense of immunity. R. The City designates this Agreement as a revenue sharing agreement, thereby entitling the City to request sales tax information from the Comptroller pursuant Section 321.3022 of Texas Tax Code. However, Grantee shall cooperate in the provision of any forms necessary for the City to obtain such information, if requested. Grantee acknowledges that this Agreement is subject to the requirements of the Texas Public Information Act, pursuant to Chapter 552, Texas Local Government Code. Should information be requested concerning this Agreement by any person, regardless of whether the City seeks an opinion from the Texas Attorney General to withhold such information, the City may release said information without penalty or liability. This section shall survive termination of this Agreement for any reason whatsoever. This Agreement shall be effective as of the last date of signature of a party hereto as evidenced by the acknowledgment date for such signature (the "Effective Date "). 16 CITY OF DENTON, TEXAS M GEORGE C. CAMPBELL CITY MANAGER ATTEST: JENNIFER WALTERS CITY SECRETARY I:• APPROVED AS TO FORM: ANITA BURGESS CITY ATTORNEY I: O'REILLY HOTEL PARTNERS — DENTON, LLCa Missouri Limited Liability Company LOW Its: 17 ACKNOWLEDGMENTS STATE OF TEXAS COUNTY OF DENTON The foregoing Economic Development Agreement was executed before me on the day of 12015 by George C. Campbell, City Manager of the City of Denton, Texas, a Texas municipal corporation, on behalf of said Municipal Corporation. Name: Notary Public in and for the State of Texas STATE OF TEXAS COUNTY OF DENTON The foregoing Economic Development Program Agreement was executed before me on the day of , 2015 by of O'Reilly Hotel Management, LLC., on behalf of said corporation. Name: Notary Public in and for the State of Texas In EXHIBIT A PROPERTY LEGAL DESCRIPTION 19 Q 0 N 0 12 0 0 0 METES AND BOUNDS DESCRIPTION Convention Center Tract BEING a 11.951 acre tract situated in the B. B. B & C. R. R. Survey, Abstract Number 192, Denton County, Texas, being a portion of the tract of land described as Tract One in the deed to Allegiance Hillview, L.P. recorded in Document Number 2006 - 41743, Deed Records of Denton County, Texas and a portion of the tract of land described in the deed to DB Denton II, LLC recorded in Document Number 2010 - 74478, Deed Records of Denton County, Texas said 11.951 acre tract of land being more particularly described as follows: COMMENCING at a point in the easterly right —of —way line of Interstate Highway 35 (a variable width right —of —way) for the southwesterly corner of the tract of land described in the deed to DB Denton ll, LLC recorded in Document Number 2010 - 74478, Deed Records of Denton County, Texas; THENCE with the southerly line of said DB Denton ll, LLC tract the following: North 73' 36' 21 " East a distance of 121.73 feet to a point; South 17' 16' 37" East a distance of 15.00 feet to a point; North 73' 36' 21 " East a distance of 99.88 feet to the point of curvature of a curve to the right having a radius of 485.00 feet; Northeasterly along said curve through a central angle of 12' 18' 37" an arc distance of 104.21 feet with a chord bearing of North 79' 45' 39" East and a chord distance of 104.00 feet to the POINT OF BEGINNING; THENCE departing the southerly line of said DB Denton II, LLC tract North 16' 23' 26" West a distance of 217.87 feet to a point; THENCE North 73' 13' 43" East a distance of 364.79 feet to a point; THENCE North 00' 56' 56" East a distance of 69.07 feet to a point; THENCE South 89' 03' 00" East a distance of 384.45 feet to the beginning of a non — tangent curve to the right having a radius of 38.25 feet; THENCE Southeasterly along said curve through a central angle of 90' 00' 04" an arc distance of 60.08 feet with a chord bearing of South 44' 03' 05" East and a chord distance of 54.09 feet to the end of said curve; THENCE South 00' 56' 58" West at a distance of 362.89 feet passing the southerly line of said DB Denton II, LLC tract in all a total distance of 688.23 feet to a point; THENCE South 73' 33' 31 " West a distance of 572.34 feet to a point; THENCE North 16' 23' 26" West a distance of 533.72 feet to the POINT OF BEGINNING; CONTAINING a computed area of 11.951 acres (520,592 square feet) of land. EXHIBIT 'A' B000056.004 PAGE 1 OF 7 A drawing of even date accompanies this metes and bounds description. CONVENTION CENTER TRACT B. B. B. & C. R. R. SU RVEY OCTOBER 28, 2015 ................................ ............................... ABSTRACT NO. 192 Mkv Zc Aw DUNAWA y CITY OF DENTON 550 Bailey Avenue • suite 401 • Fat worth, Texas 76107 D E NTO N COUNTY, TEXAS Tel: 817.335.1121 • FcDc:817.335.7437 FIRM REGISTRATION 10098100 0 `a m 0 w O ii Curve Table Curve Central a Radius Arc Chord Bearing Number Angle RAYZOR RANCH Length and Distance C1 12'18'37" 485.00' 104.21' N79'45'39 "E 104.00' TOF TOWN CL PO fA yZb R F N73'3621' "= 3121.7S1 DOCUMENT! B G N I N V 5-1 1,5.00' P INT OF COMMENCIN 2 L A a A � 2 Z TA 0 o� 7.G B000056.004 A metes and bounds description of even date accompanies this drawing. OCTOBER 28, 2015 A%; D U N AWA y 550 Bailey Avenue - Suite 400 - Fort Worth, Texas 76107 Tel: 817.335.1121 - Fax: 817.335.7437 FIRM REGISTRATION 10098100 a s�R .� �9 Z 11.951 ACRES' 1 LO &OgG �y0 520,692 SQUARE FEET) LLEGIANCE HIL LVIEW, L.P. TRACT ONE 2C ^6- -41743 _ 512.3, 51333'3 "w ALLEGIANCE HILLVIEW, L.P. TRACT ONE DOCUMENT NUMBER 2006 -41743 BLOCK 1 RAYZOR RANCH SOUTH 0 200' CABINEY Y, SLIDE 470 SCALE FEET EXHIBIT 'A' ' -- 200' PAGE 2OF7 CONVENTION CENTER TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY OF DENTON DENTON COUNTY, TEXAS v 0-= 90'00'04" aB DEN ON fi, Lt.(,- R -38 25 L =60.08' `a,, T BLOCK ,,)7 i�7 iL r % "`L01 N % NUMBER H ". S44'03'05 'E 54.49' RAYZOR RANCH RAYZOR RA'J /r 'iy;ir.. /..... TOWN CENTER TOWfd r ;E:NTE:� ,. DOCUMENT NUMBER DOuUfA ENT NUMBER S$9'03'00 "E - 2015 -180 2 015 - -180 „ ' 384.45' N00'56'56 "E '43 69.07' N13 �3q 19' DB DENTON 11, LLC Z 36 DOCUMENT NUMBER" TOF TOWN CL PO fA yZb R F N73'3621' "= 3121.7S1 DOCUMENT! B G N I N V 5-1 1,5.00' P INT OF COMMENCIN 2 L A a A � 2 Z TA 0 o� 7.G B000056.004 A metes and bounds description of even date accompanies this drawing. OCTOBER 28, 2015 A%; D U N AWA y 550 Bailey Avenue - Suite 400 - Fort Worth, Texas 76107 Tel: 817.335.1121 - Fax: 817.335.7437 FIRM REGISTRATION 10098100 a s�R .� �9 Z 11.951 ACRES' 1 LO &OgG �y0 520,692 SQUARE FEET) LLEGIANCE HIL LVIEW, L.P. TRACT ONE 2C ^6- -41743 _ 512.3, 51333'3 "w ALLEGIANCE HILLVIEW, L.P. TRACT ONE DOCUMENT NUMBER 2006 -41743 BLOCK 1 RAYZOR RANCH SOUTH 0 200' CABINEY Y, SLIDE 470 SCALE FEET EXHIBIT 'A' ' -- 200' PAGE 2OF7 CONVENTION CENTER TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY OF DENTON DENTON COUNTY, TEXAS Q 0 N 0 12 0 0 O METES AND BOUNDS DESCRIPTION Convention Center — DB Denton II, LLC Tract BEING a 6.159 acre tract situated in the B. B. B & C. R. R. Survey, Abstract Number 192, Denton County, Texas, being a portion of the tract of land described in the deed to DB Denton II, LLC recorded in Document Number 2010 - 74478, Deed Records of Denton County, Texas, also being situated in Lot 10, Block A, Rayzor Ranch Town Center, an addition to the City of Denton according to the plat recorded in Document Number 2015 -180, Plat Records of Denton County, Texas, said 6.159 acre tract of land being more particularly described as follows: COMMENCING at a point in the easterly right —of —way line of Interstate Highway 35 (a variable width right —of —way) for the southwesterly corner of said DB Denton II, LLC tract; THENCE with the southerly line of said DB Denton II, LLC tract the following: North 73° 36' 21 " East a distance of 121.73 feet to a point; South 17° 16' 37" East a distance of 15.00 feet to a point; North 73° 36' 21 " East a distance of 99.88 feet to the point of curvature of a curve to the right having a radius of 485.00 feet; Northeasterly along said curve through a central angle of 12° 18' 37" an arc distance of 104.21 feet with a chord bearing of North 79° 45' 39" East and a chord distance of 104.00 feet to the POINT OF BEGINNING; THENCE departing the southerly line of said DB Denton II, LLC tract North 16° 23' 26" West a distance of 217.87 feet to a point; THENCE North 73° 13' 43" East a distance of 364.79 feet to a point; THENCE North 00° 56' 56" East a distance of 69.07 feet to a point; THENCE South 89° 03' 00" East a distance of 384.45 feet to the beginning of a non — tangent curve to the right having a radius of 38.25 feet; THENCE Southeasterly along said curve through a central angle of 90° 00' 04" an arc distance of 60.08 feet with a chord bearing of South 44° 03' 05" East and a chord distance of 54.09 feet to the end of said curve; THENCE South 00° 56' 58" West a distance of 362.89 feet to a point in the southerly line of said DB Denton II LLC tract; THENCE with the southerly line of said DB Denton II LLC tract the following: South 77° 47' 38" West a distance of 36.00 feet to the point of curvature of a curve to the right having a radius of 1,015.00 feet; continued next page... EXHIBIT 'A' B000056.004 PAGE 3 OF 7 A drawing of even date accompanies this metes and bounds description. CONVENTION CENTER - DB DENTON II, LLC TRACT OCTOBER 28, 2015 ................................ ............................... B. B. B. & C. R. R. SU RVEY ABSTRACT NO. 192 Zc A%; DUNAWAY 550 Bailey Avenue • suite 401 • Fat worth, Texas 76107 CITY OF DENTON Tel: 817- 335 -1121 • Fmc:817.335 -7437 DENTON COUNTY, TEXAS FIRM REGISTRATK)NN 10098100 12 0 0 O Z 0 `a 0 w O ii Curve Table Curve Central aus Radius LOT 9, BLOCK A Chord Bearing Number Angle ....., Length and Distance C1 12 °18'37" 485.00' 104.21' N79 °45'39 "E 104.00' L �-A o m �s �G) A :L G O Z �i Uj U'A B000056.004 SO4J9ti ee e ��,c X01 P5 CENTER qT NUME 5 -180 58.25' '03'0: POINT OF COMMENT A metes and bounds description of even date accompanies this drawing. OCTOBER 28, 2015 A%; D U N AWA y 550 Bailey Avenue • Suite 400 • Fort Worth, Texas 76107 Tel: 817.335.1121 • Fax: 817.335.7437 FIRM REGISTRATION 10098100 �a S77'47'38 "W 36.00' 4.82' 431.51' SOUTH E 470 0 200' SCALE FEET 1 "= 200' PAGE 5OF7 CONVENTION CENTER - DB DENTON II, LLC TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY OF DENTON DENTON COUNTY, TEXAS ,rvuu�cr�o ` LOT 9, BLOCK A <:..... 69,07' „ _ _ ....., RAYZOR RANCH S89'03'00 "E 384:45' TOWN CENTER DOCUMENT NUMBER DB DENTON II, LLC 2015 -180 " DOCUMENT NUMBER 0, 2010 -74478 a4 RAYZOR RANCH 04 (0 N1 6'23'26 "W TOWN CENTER 217.V DOCUMENT, NNU /v1BER 3 56'21"E �?�1 --180; co 3` to 59 ACRES S17'1637 "E (26it,287 SOUkRE FEES) 0 15,00' POINT OF COMMENT A metes and bounds description of even date accompanies this drawing. OCTOBER 28, 2015 A%; D U N AWA y 550 Bailey Avenue • Suite 400 • Fort Worth, Texas 76107 Tel: 817.335.1121 • Fax: 817.335.7437 FIRM REGISTRATION 10098100 �a S77'47'38 "W 36.00' 4.82' 431.51' SOUTH E 470 0 200' SCALE FEET 1 "= 200' PAGE 5OF7 CONVENTION CENTER - DB DENTON II, LLC TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY OF DENTON DENTON COUNTY, TEXAS Q 0 N 0 12 0 0 O METES AND BOUNDS DESCRIPTION Convention Center — Allegiance Hillview Tract BEING a 5.792 acre tract situated in the B. B. B & C. R. R. Survey, Abstract Number 192, Denton County, Texas, being a portion of the tract of land described as Tract One in the deed to Allegiance Hillview, L.P. recorded in Document Number 2006 - 41743, Deed Records of Denton County, Texas, said 5.792 acre tract of land being more particularly described as follows: COMMENCING at a point in the easterly right —of —way line of Interstate Highway 35 (a variable width right —of —way) for the southwesterly corner of the tract of land described in the deed to DB Denton Il, LLC recorded in Document Number 2010 - 74478, Deed Records of Denton County, Texas; THENCE with the southerly line of said DB Denton ll, LLC tract the following: North 73° 36' 21 " East a distance of 121.73 feet to a point; South 17° 16' 37" East a distance of 15.00 feet to a point; North 73° 36' 21 " East a distance of 99.88 feet to the point of curvature of a curve to the right having a radius of 485.00 feet; Northeasterly along said curve through a central angle of 12° 18' 37" an arc distance of 104.21 feet with a chord bearing of North 79° 45' 39" East and a chord distance of 104.00 feet to the POINT OF BEGINNING; Southeasterly continuing along said curve through a central angle of 16° 25' 24" an arc distance of 139.02 feet with a chord bearing of South 85° 52' 20" East and a chord distance of 138.55 feet to the point of tangency of said curve; South 77° 39' 38" East a distance of 102.42 feet to the point of curvature of a curve to the left having a radius of 1,015.00 feet; Southeasterly along said curve through a central angle of 24° 32' 43" an arc distance of 434.82 feet with a chord bearing of South 89° 56' 00" East and a chord distance of 431.51 feet to the point of tangency of said curve; North 77° 47' 38" East a distance of 36.00 feet to a point; THENCE departing the southerly line of said DB Denton Il, LLC tract South 00° 56' 58" West a distance of 325.33 feet to a point; THENCE South 73° 33' 31 " West a distance of 572.34 feet to a point; THENCE North 16° 23' 26" West a distance of 533.72 feet to the POINT OF BEGINNING; CONTAINING a computed area of 5.792 acres (252,305 square feet) of land. EXHIBIT 'A' B000056.004 PAGE 6 OF 7 A drawing of even date accompanies this metes and bounds description. CONVENTION CENTER - ALLEGIANCE HILLVIEW TRACT OCTOBER 28, 2015 ................................ ............................... B. B. B. & C. R. R. SU RVEY ABSTRACT NO. 192 Zc A%; DUNAWAY 550 Bailey Avenue • suite 401 • Fat worth, Texas 76107 CITY OF D E N TO N Tel: 817 -335 -1121 • Fmc:817.3M.7437 DENTON COUNTY, TEXAS FIRM REGISTRATK)NN 10098100 Curve Table Curve Central a Radius Arc Chord Bearing Number Angle D DENTON 11, LLC Length and Distance C1 12 °18'37" 485.00' 104.21' N79 °45'39 "E 104.00' K A DOCUMENT M4 2013- S17'16' N�3 36' 21 , 15.00' 1 1211 POINT OF COMMENCIN L � . a oA t' a O Uj �J B000056.004 A metes and bounds description of even date accompanies this drawing. OCTOBER 28, 2015 A%; D U N AWA y 550 Bailey Avenue • Suite 400 • Fort Worth, Texas 76107 Tel: 817.335.1121 • Fax: 817.335.7437 FIRM REGISTRATION 10098100 LOT 9, BLOCK A RAYZOR RANCH TOWN CENTER DOCUMENT NUMBER 2015 -180 5,000 P5 - 4'1 145 ,512.34 s13 33,31 "W ALLEGIANCE HILLVIEW, L.P. TRACT ONE DOCUMENT NUMBER 2006 -41743 BLOCK 1 RAYZOR RANCH SOUTH CABINEY Y, SLIDE 470 0 200' SCALE FEET EXHIBIT 'A' '.- 200' PAGE 7OF7 CONVENTION CENTER - ALLEGIANCE HILLVIEW TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY OF DENTON DENTON COUNTY, TEXAS 11, LLC ,41IMBEf -478 D DENTON 11, LLC DOCUMENT NUM�E3ER '2010'-74478 JT OF RTO�uN CENTER INNING DOCUMENT NUMBER 6'25'24" 185.00',: L= 139.02' N7T4T38 "E = S85t2',20 "E 138.55' 36.00' 0= 24'32'43" 8=1015,40' L= 434.82' - CH- 56'00 "E 431.51' 39,38" 10,E 3 5.792 ACRES Go Y) M (0 Ui (252,305 SQUARE rEET) © r) A%; D U N AWA y 550 Bailey Avenue • Suite 400 • Fort Worth, Texas 76107 Tel: 817.335.1121 • Fax: 817.335.7437 FIRM REGISTRATION 10098100 LOT 9, BLOCK A RAYZOR RANCH TOWN CENTER DOCUMENT NUMBER 2015 -180 5,000 P5 - 4'1 145 ,512.34 s13 33,31 "W ALLEGIANCE HILLVIEW, L.P. TRACT ONE DOCUMENT NUMBER 2006 -41743 BLOCK 1 RAYZOR RANCH SOUTH CABINEY Y, SLIDE 470 0 200' SCALE FEET EXHIBIT 'A' '.- 200' PAGE 7OF7 CONVENTION CENTER - ALLEGIANCE HILLVIEW TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY OF DENTON DENTON COUNTY, TEXAS EXHIBIT B CITY OF DENTON INCENTIVE APPLICATION 20 Exhibit B OF 1 1 City of Denton Incentive Application City of Denton Department of Economic Development Denton, Texas 76201 (940) 349 -7776 (940) 349 -8596 FAX www.cilyofdenton.com Aimee.BissettLcityofdenton.com 2014 Tax Abatement Policy INCENTIVE APPLICATION CITY OF DENTON, TEXAS 1. Property Owner O'Reilly Hotel Partners- Denton, LLC (OHPD) Company or Project Name Denton Convention Center, Hotel, and Restaurant Mailing Address 2808 South Ingram Mill Road, Building C100 Springfield, MO 65804 Telephone 417 - 851 -8700 Fax No. 417-881-8225 Website www.ohospitalitymanagement.com Contact Name Tim O'Reilly Title CEO /Manager Mailing Address O'Reilly Hospitality Management LLC 2808 South Ingram Mill Road, Bldg. C -100 Springfield, MO 65804 Telephone 417 - 851 -8700 Fax No. 417 - 881 -8225 Email Address tim@ohospitalitymanagement.com 2. Provide a chronology of plant openings, closing and relocations over the past 15 years. OHM has evolved from a small company managing one hotel in 2007, to an organization of over 750 team members managing ten hotels and four restaurants in multiple states. The company has franchises with Hilton, Marriott, Intercontinental Hotel Group, Wyndham Hotel Group, Cambria Suites, Houlihan's and Boston's Restaurants. Currently two more hotels are under construction and several other projects are in development. 3. Provide a record of mergers and financial restructuring during the past 15 years. OHM acquired four hotels and two restaurants and constructed three hotels and one restaurant between 2009 and 2015. 4. Will the occupants of the project be owner or lessee? If lessee, are occupancy commitments already existing? Owners Page 2 of 8 2014 Tax Abatement Policy 5. Is the project a relocation of existing facility or a new facility to expand operations? If relocation, give current location. N/A 6. If an existing Denton business, will project result in abandonment of existing facility? If so, the value of the existing facility will be subtracted from the value of the new facility to arrive at total project value. N/A 7. Property Description. See attached site plan 8. Current Value Unknown — purchase price will be $5.50 per sq. foot and 11 -13 acres to be determined by parking requirements. 9. Increased Value/Estimated Total Cost of Project. $92,713,780 ($25,927,911 for convention center) Structures $68,255,216 Site Development $2,481,000 Personal Property $12,384,602 Other Improvements $9,592,962 10. Indicate percent of tax abatement and number of years requested. Percent Requested Years Requested 25 Performance based economic incentives that include hotel occupancy taxes generated from the convention center hotel, property taxes derived from the taxable assessed value of the facility, and sales taxes generated forth sales and concessions of the hotel and convention center. Additionally, impact of sales taxes that OHPD will have to pay on construction of the convention center. 11. Give a brief description of the activities to be performed at this location, including a description of products to be produced and /or services to be provided. Located in Rayzor Ranch Market Place this project will consist of an 285 -318 room Embassy Suites Hotel, a 70,000 square foot convention center and a Houlihan's Restaurant. As a major anchor of the Market Place, The convention center will be full of activity with anticipated meeting space of approximately 37,850 square feet and a Grand Banquet room that will hold up to 1,700 people, 12. Describe any off -site infrastructure requirements: N/A • Water • Wastewater Page 3 of 8 2014 Tax Abatement Policy • Streets • Drainage • Other 13. Project Operation Phase. Provide employment information for the number of years incentive is requested. F. Types of jobs created. List the job titles and number of positions in each category that will be employed at the facility. Provide average wage for each category. Salaried department heads: 20 -25, $35,000 - $120,000 per year. Hourly full & part time employees: 32 clerical, 25 housekeeping, 16 kitchen, 27 banquets, 3 lounge, 7 administration, 12 sales, 8 maintenance, 12 restaurant. G. Indicate the number of shifts the project will operate Primarily two shift, first and second. Third shift for hotel. H. Estimate annual utility usage for project: Electric kWh Water gpd Wastewater gpd Gas mcf 14. Describe any other direct benefits to the City of Denton as a result of this project (e.g., sales tax revenue or project elements identified in Tax Abatement Policy, Section 111). Page 4 of 8 At Project Existing Start Date At Term of Employment Information Operation (mo /yr) Incentive (if applicable) / A. Total number of permanent, full -time jobs N/A 142 175 -200 B. Employees transferred from outside Denton N/A N/A N/A C. Net permanent full -time jobs (A. minus B.) N/A 142 175 -200 E. Total annual payroll for all permanent, full -time N/A jobs (A.) F. Types of jobs created. List the job titles and number of positions in each category that will be employed at the facility. Provide average wage for each category. Salaried department heads: 20 -25, $35,000 - $120,000 per year. Hourly full & part time employees: 32 clerical, 25 housekeeping, 16 kitchen, 27 banquets, 3 lounge, 7 administration, 12 sales, 8 maintenance, 12 restaurant. G. Indicate the number of shifts the project will operate Primarily two shift, first and second. Third shift for hotel. H. Estimate annual utility usage for project: Electric kWh Water gpd Wastewater gpd Gas mcf 14. Describe any other direct benefits to the City of Denton as a result of this project (e.g., sales tax revenue or project elements identified in Tax Abatement Policy, Section 111). Page 4 of 8 2014 Tax Abatement Policy 15. Is property zoned appropriately? Yes X No Current zoning. Zoning required for proposed project. Anticipated variances. 16. Is property platted? Yes No X Will replatting be necessary Yes X No 17. Discuss any environmental impacts created by the project. N/A A. List any permits for which applicant must apply. Applicant will be required to provide City with copies of all applications for environmental permits upon completion of application(s). N/A B. Provide record of compliance to all environmental regulations for the past five years. N/A 18. Provide specific detail of any businesses /residents that will be displaced and assistance that will be available from the requesting company. N/A 19. Provide description of any historically significant area included within the project's area as determined by the Historic preservation Officer. If any, give detail of how the historically significant area will be preserved. 20. Justification for Incentive Request: Substantiate and more fully describe the justification for this request. Include the amount of the incentive requested and show how it will contribute to the financial viability of the project. Submit attachments if necessary. The project would not be economically viable without the requested incentive, and with the incentive there is great economic vitality and impact to the City of Denton. Page 5 of 8 2014 Tax Abatement Policy 21. List additional abatement factors to be considered for this project as outlined on pages 3 and 4 of the Incentive Policy. 22. Financial Information: Attach a copy of the latest audited financial statement or, in the case of a new project, a business plan. See attached 10 year proforma 23. Does the project have an eligible environmentally sustainable or renewable energy component (if so, please identify type and provide a brief description)? See attached documentation, OHM Sustainability. 24. Applicants seeking LEED certification must complete the Green Building Application for Tax Abatement (Exhibit B of the policy). See attached documentation, OHM Sustainability. Page 6 of 8 Occupies building vacant for at least 2 years Donation of materials to public schools Project creates high - skilled, high - paying jobs Improvements to Downtown Significant relationship with universities Project fortes business park X 25% of new jobs filled by Denton residents International or national headquarters X 25% local contractors to be utilized Medical manufacturing or research facility 25% of jobs are knowledge -based x Environmentally sustainable practices used Donation of significant public art Renewable Energy generated /stored /utilized X Community support and involvement: Attach description of community involvement 22. Financial Information: Attach a copy of the latest audited financial statement or, in the case of a new project, a business plan. See attached 10 year proforma 23. Does the project have an eligible environmentally sustainable or renewable energy component (if so, please identify type and provide a brief description)? See attached documentation, OHM Sustainability. 24. Applicants seeking LEED certification must complete the Green Building Application for Tax Abatement (Exhibit B of the policy). See attached documentation, OHM Sustainability. Page 6 of 8 2014 Tax Abatement Policy COMPLETE THIS SECTION IF REQUESTING ADDITIONAL INCENTIVE BASED ON LEED CERTIFICATION CONSTRUCTION 1. Property Owner O'Reilly Hotel Partners- Denton, LLC Company or Project Name Embassy Suites by Hilton Hotel, Convention Center & Houlihan's Restaurant Mailing Address 2808 South Ingram Mill Road Building C100 Springfield, MO 65804 Telephone 417 - 851 -8700 Fax No. 417 - 881 -8225 Website www. ohospitalitymana- ement. com Contact Name Tim O'Reilly Title Manager /CEO Mailing Address 2808 South Ingram Mill Road Building C100 Springfield, MO 65804 Telephone 417 - 851 -8700 Fax No. 417 - 881 -8225 Email Address tirokohospitalitprianagement.com 2. Project location address: Rayzor Ranch, Denton, TX, no specific address assigned yet 3. Provide documentation that the project has been registered with the U.S. Green Building Council. Please see attached 4. Provide a description of the project (please include the building size, number of occupants and estimated budget). 335,000 square foot project consisting of an 11 story, 318 suite Embassy Suites by Hilton hotel, a 70,000 square foot convention center with a 1,700 seat ballroom and additional meeting space for another 700, and a 250 seat Houlihan's Restaurant. The property will have an indoor pool and spa, CVB office space, and related support spaces. An event lawn and a second floor exterior courtyard are also planned. 6. Attach a preliminary Leadership in Energy and Environmental Design (LEED) Scorecard illustrating how project will achieve the LEED certification. Level of Certification: Silver Number of Points:47 Page 7 of 8 2014 Tax Abatement Policy This Incentive Application is submitted with the acknowledgement that additional information may be required. Authorized Signature Date: Page 8 of 8 U.S, GREEN WILMNIG L '" Dear Christina Parks, Your LEED project has been successfully registered in LEED Online. Project ID Project Title Project Access ID Project Rating System Registration Type Registration Date Project Location 1000061657 Embassy Suites Rayzor Ranch 246344300143911 LEED -NC v2009 Individual Project 09/04/2015 Denton,TX,US,76201 You may now log into LEED Online to manage your project and begin the application process.The first time you log in, you will be presented with a set of 'Getting Started' information that will help you kick off the certification process. Further technical LEED assistance is available through the following resources: The help section of LEED Online LEED Resources & Tools rttla,,i; uG °vr.ti..R.,rt'.ariR.,t °GnG G�G °itg „ftG�,ctgariw. LEED Reference Guides : huts,: n(,v,.us bc.w1, Ist(m, i( %f(i( %nc(% 1 uidcs - Subscribe to LEED Update, a quarterly e- newsletter from USGBC and GBCI : Irllta,° 17G °,r.Gi,7ly,G aziw, NG °,LYC�G�� �tG'G'Ettrlrl ,Grlr / „G�islaliaziri, - LEEDuser, a third -party resource that offers a variety of supplemental LEED advice: , /,r,r.1( %(%(h1S(%1.c( mt If you find an error within the LEED Online system, including any of the forms, please report it using of the feedback button, located in the menu bar. If you have questions about the technical content of LEED or the certification process,please contact the Green Building Certification Institute (GBCI) If you experience any problems, please contact the Green Building Certification Institute(GBCI) at: Phone :1 -800- 795 -1746 Email P�ifi] „ /, /v�rv�rv�r �}P]r rr�.l /flri�i,Ar ill, Please note, only projects registered through LEED Online v3 will be visible in your LEED Online v3 project list.lf you have previously registered a project under LOv2, you will only be able to access those projects in LEED Online v2. Thank you, GBCI "This is an automatically generated email. Please do not reply to this message. ” Z 0 Z w 0 af III Z of of 0 of lu� w D U) U) U) co 7> w C L ,�2 ON 0 1 C:) I r4 IN In' O N O 0 - - - - - - - - - - - - - E 0 m u N 0 2 o 2 u 0 u u C: (U % u om m 0, u gi, 2 E 0 0 U-i -og :3 No. E -0 f u 0 40 Ea= 0 0 E 0 0 E -0 . .7 8o_ =. 2) rof qO Eo _ I - 6 0 Zm E E- Eo ("�La U- u luo Q) :U3 T, Q) :M3 0 0 on on �o m wo 6 ZI) ac): u iii 6 C), Z5 2, .0 'I g g 0 -60- :�E :Z m on �E ::E :�E ::E C' :,o 'o o 'o o o U -0 45 < 'C< 0 u o �o a cln On cln On E E r- 0 0 CX -r- -m m 0 0 on E I , — u . t u u -5 Q� U W m m .. — T- 0 w LU w LU .0 -0 E 2 0 > > E "T Ln E '5: Z= au a a 3: 3: 3: a a 0 0 >, >, on on C: 0 0 0 0 0 0 0 0 0 0 0 Lu -j -j -j -j LID -1 � w w w . . . . . . . . . . . . . . . u u u u u u u u u u u u u u u u u u u u u u u u M fn . ............... .................. 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U L L �J \».� -® \ \� � \ \\ © d ? 2.� \� ±� } \ \: \ \ \ }�� »� \ { \ \ \ \ / \ \ \ \ \ ' . � } \ \ \ \� \ { \ \ \ \ / \ \ \ \ \ 4 11111 , 1 j 1 [ 1 ! f { L1 2 h;h i 11114 1 f { L1 2 h;h i EXHIBIT C CITY OF DENTON HOTEL OCCUPANCY TAX REPORT FORM 21 HOTEL OCCUPANCY TAX REPORT Period Ending: Due Date: Owner's Name & Location Gross Sales: $ Less Tax Exemptions: (See attached report for breakdown) ( ) Less Other Exemptions: (See attached report for breakdown) ( ) Total Taxable Revenues: $ Prepared by: Signature: Total City 7% Tax Collected: Adjustments ( + / -) Form Attached: Total City Tax Submitted hoters ivame, manager & Location Average Daily Room Rate: $ Total # of Rooms Rented: Monthly Occupancy Rate: I declare, under the penalties for filing false reports, that this return (including any accompanying schedules and statements) has been examined by me and to the best of my knowledge and belief is a true, correct, and complete return. Make remittance payable to: Type or print name and title CITY OF DENTON TAX OFFICE 601 E. HICKORY, SUITE F DENTON, TX 76205 Date: To avoid a 5% penalty, reports and payment must be received by the due date indicated above. If the tax is not paid by the due date, a 5% penalty will be assessed during the first 30 days. If the tax remains unpaid for days 31 through 60 an additional 5% penalty will be assessed and due to the City of Denton. THIS FORM MUST BE COMPLETE IN ITS ENTIRETY Furnish details of any changes occurring since last report on page 2. Furnish exemption details taken during this reporting period on page 3. CHANGES OCCURRING SINCE LAST REPORT Effective Date: Type of Change: ( ) Sale ( ) Other: Name of Business: Name of Manger: ( ) Foreclosure ( ) Name Change New Owner's Information Owner's Name: Owner's Address: Mailing Address: City, State, Zip: Phone: "If a person who is liable for the payment of a tax under this chapter is the owner of a hotel and sell the hotel, the successor to the seller or the seller's assignee shall withhold an amount of the purchase price sufficient to pay the amount due until the seller provides a receipt by a person designated by the municipality to provide the receipt showing that the amount has been paid or a certificate showing that no tax is due." "The purchaser of a hotel who fails to withhold an amount of the purchase price as required by this section is liable for the amount required to be withheld to the extent of the value of the purchase price." (351.0041 State Local Taxation Title 3) CITY HOTEL OCCUPANCY TAX EXEMPTIONS Effective June 18, 1996 Those exempt form the 7% City taxes are only: 1. Guests who stay longer than 30 days must notify the hotel upon arrival. (Permanent Resident) 2. An officer, employee, agency, institution (other than an institution of higher education), board, or commission of this state, for whom a special provision or exception to the general rate of reimbursement under the General Appropriations Act applies and who is provided with photo identification verifying the identity and exempt status of the person, is not required to pay the tax. Please note that local government personnel OWE state and local tax. CO Z 0 IL Z x 0 LU Z LU LL L) (D 0 z z IL =) z L) LU Lli 0 L) -i z Lu 0 P 2 LU 0 W H 0 0 LL = 2 Ozz W :3 0 0 z 2) V) ji 0. >- LLI x LLI o L) z LLI z 0 N 01 LLI Z cn LLI LLI z 0 -i 0 LL M 0 L) LLI W M L) z L) LLI L) C14 M zT LO CO r- 00 0) C) N M ,I- LO CO 00 0) C) M "t LO O L. 0 LU 0 z LU CO 0 0 E L. 0 LU > o i-u = CO CL z E 20 x VU 4) X 0 .N 0 0 .2 o E CL lC 0 u rr CL a m .2 E u E m Lu 0 < z -J 2 .0 s w w .co E LU ,v 0 > X 0 0 LLU L (D Lii 0 Z EXHIBIT D MANAGEMENT AGREEMENT 22 CONVENTION CENTER MANAGEMENT AGREEMENT BETWEEN THE CITY OF DENTON AND O'REILLY HOTEL PARTNERS — DENTON,LLC THIS AGREEMENT is made between the City of Denton, Texas, a municipal corporation formed under the laws of the State of Texas and located at 215 E. McKinney Street, Denton, Texas 76201 (the "City "), and O'Reilly Hotel Partners — Denton, LLC, a Missouri Limited Liability Company whose principal place of business is located at 2808 S. Ingram Mill Road, Building C100, Springfield, Missouri, 65804 ( "Owner ") for the limited management of a Convention Center. (The City and the Owner are collectively referred to as "the Parties "). WHEREAS, the Owner owns a tract of land generally located in the Rayzor Ranch Town Center development in the City of Denton, Denton County, Texas, which includes property located South of US Route 380 ending at Scripture Road, between IH -35 and North Bonnie Brae Street, and more specifically described in Exhibit "A" attached hereto and incorporated by reference herein (the "Property "); WHEREAS, the Owner's development of the Property includes an approximately 70,000 square foot convention center ( "Convention Center ") that is the subject of an Economic Development Agreement with the City of Denton executed between the Parties on , 2015 ( "Development Agreement "), which said Development Agreement is attached for reference hereto; WHEREAS, the Convention Center development shall serve to promote travel, tourism, meetings, conventions and events for the economic development and growth of the City of Denton and the economic benefit of the Parties; WHEREAS, the Parties desire that the City assist in the management of certain sales missions and marketing functions for the Convention Center as stated herein in order to further the public purpose of promoting economic growth and conventions, and to retain adequate public control over the use of public funds to ensure benefits to the City. NOW, THEREFORE, for the mutual promises and consideration as described herein, the Parties agree as follows: L TERMS A. Owner Management of the Convention Center. The Owner has the exclusive responsibility and discretion in the operation, direction, management and supervision of the Convention Center, subject only to the limitations expressed herein. In addition to its other duties as a reasonable convention center owner, the Owner, or a third party designated by the Owner, shall perform the following: 1 1. Day -to -day management and operations of the Convention Center, including, but not limited to determining all terms for admittance and charges for rooms, facilities, commercial space, if any, equipment rental, telecommunications services, audiovisual equipment, labor and other amenities and services provided at or with respect to the Convention Center. 2. All repairs, maintenance, upkeep and replacement of furniture, fixtures, and equipment; and, purchase and upkeep of all other inventories necessary to the operation of the Convention Center, as well as the Convention Center structure and accessory structures. 3. Event booking, coordination, and collection of sums due the Owner for rental or use and admissions. 4. Crowd control, security, box office supervision, admission procedures and servicing of users at conventions, trade shows, exhibits and entertainment. 5. Perform obligations of any third -party operations agreements such as reciprocal easements, concessions, parking, and leases. 6. Perform any catering or food- and beverage- related services with respect to the Convention Center. 7. Determine all labor policies, wages and salaries, fringe benefits, and any other personnel benefits with respect to the Convention Center in compliance with local, state, and federal law. 8. Implement all sales, advertising, public relations and promotional policies not covered by this Agreement. 9. Hire or terminate such persons or organizations as employees or manager of any of the functions stated herein that are the responsibility of the Owner. 10. Establish and maintain the master set of all booking records and schedules for the Convention Center (such records and schedules shall be provided to the City and to such third parties as directed by the City, at any time upon reasonable notice of request, and shall remain the property of the City). B. City Management Assistance. The Owner hereby authorizes and engages the City, or its designee as the law permits, to manage the Convention Center during the term of this Agreement as limited and described herein. The City hereby accepts such engagement subject to the terms and conditions expressed in this Agreement. The Owner shall cooperate with the City to the extent necessary for the City to fulfill its duties under this Agreement. 2 Without limiting the generality of the foregoing, the City is hereby authorized and shall be obligated to do as follows in its discretion and as is allowed under the City's budget processes: 1. Advertise and conduct solicitations and promotional programs to attract tourists and convention delegates or registrants to the Denton Convention Center, including, but not limited to: i. Marketing at the state and local level (including market analysis, campaign development, branding, promotion, etc.); ii. Collecting and reporting metrics on marketing activity; iii. Sales missions developed in conjunction with the Owner's hotel sales team to pre- identify and pre - qualify business - appropriate meetings for the Property; and iv. Partnership development to create collaborative opportunities with local private, public, and non - profit sector entities. 2. Provide meeting, event, and pre- convention services, including, but not limited to: i. Conducting site visits and familiarization tours for potential clients; ii. Customized servicing for groups (registration assistance, delegate name badge preparation, welcome packets, off -site function arrangements, etc.); and iii. Serving as liaison between meeting planner client and hotel, local business, and transportation. 3. Identifying, collecting rate bids from, and securing overflow hotels in Denton for convention delegates. The City's duties described above shall specifically not include event coordinator duties for the Convention Center and those duties shall be the sole responsibility of Owner. C. No Joint Venture /No Joint Employment. This Agreement does not create a joint venture as to the Convention Center development or any separate business enterprise owned by Owner and physically joined to the Convention Center, such as the Hotel and Restaurant; and, the City, or its designee if permitted by law, shall remain independent of the actual operations of the Convention Center and shall only serve in a limited management position for the promotion of tourism and visitors to the City, which duties shall not require oversight or control by the Owner. The City, or its designee, shall not be considered a joint employer in performance under this Agreement and shall have no authority whatsoever over employees of Owner, its representatives, or of any lessee of the Convention Center; and, shall have no control over the terms and conditions 3 of their employment. This Agreement shall not be construed to cause the City, or its designee if permitted by law, to have obligations regarding federal and state employment laws with respect to those employees of Owner, regardless if those employees perform similar duties as the City herein. There shall be no shared employees. D. Expenses. The City shall not receive a management fee. The City shall only be responsible for costs associated with the performance of its duties under Section I.B. herein and shall not be responsible for any other costs incurred by Owner in performing its duties or otherwise operating the Convention Center. From time to time, if the City agrees to additional duties not defined herein, those costs shall be assessed against the Owner and not the City, and such duties shall be included in this Agreement in the form of a written addendum. Any responsibility of the City for costs associated with the management assistance as described in this Agreement shall be subject to annual appropriation by the City Council in the annual budget and the City's obligations under this Agreement shall not constitute a general obligation of the City or indebtedness under the Constitution or laws of the State of Texas. E. Booking Policy. The Owner acknowledges that the interest of the City requires a booking policy that takes into account not only those events which generate substantial direct revenue for the Convention Center, but also takes into account those events which produce less direct revenue, but generate significant peripheral economic benefits in the form of City hotel utilization, increased tourist revenues, and provide a stimulus to the general economy of the City of Denton. Owner agrees to use its commercially reasonable best efforts to accommodate this policy in the operation of the Convention Center. F. Insurance. Owner shall require that proper Certificates of Insurance evidencing general liability, automobile, bodily injury, property damage, death and workers compensation coverage shall be furnished, with copies to the City, and require that all policies be kept in force during the term of the Agreement by all vendors, concessionaires, subcontractors and service providers in the minimum amounts approved by the City. Such policies shall name the City as an additional insured. The Owner further agrees to maintain at all times during the term of this Agreement and the Development Agreement, with responsible insurance companies, insurance as follows: 1. Such worker's compensation, employer's liability or similar insurance as may be required by law, or such greater amounts which Owner shall deem advisable but no less than $1,000,000/$2,000,000; 2. A general liability insurance policy in the amount of at least $1,000,000 per person or $2,000,000 per occurrence for bodily injury or death; 3. An umbrella coverage insurance policy of at least $10,000,000 per occurrence; 4. Such other insurance against such other operation risks as Owner or City deems advisable to insure against, including, without limitation, auto liability insurance, liquor liability insurance and fidelity bonds; 5. Errors & Omissions or Professional Liability Coverage in the amount of at least $1,000,000. 6. Fire insurance and insurance against such other hazards ordinarily included by an all - risk form of extended coverage endorsement on the buildings, operating supplies, M furniture, furnishings and equipment in an amount equal to at least one hundred percent (100 %) of actual replacement cost (without deduction for depreciation) thereof, and all alterations, substitutions and replacements therefore, and bearing a standard noncontributory mortgagee loss payable endorsement in favor of the holders of any Mortgage on the Convention Center and providing, if reasonably available, for waiver of subrogation against such holder and the debt and security of such Mortgage in the event that the Convention Center is restored. This insurance shall include business interruption insurance. The Owner shall add the City as an additional insured on policies required by this Agreement. Moreover, the Owner shall assume all risks in connection with the adequacy of any insurance or self - insurance program and waives any claim against the City for any liability, costs or expenses arising out of any uninsured claim, in part or in full, of any nature whatsoever. Within a reasonable period of time after the effective date of this Agreement, Owner shall provide the City with a Certificate of Insurance showing compliance with this section. Any changes to coverage shall cause Owner to immediately notify the City in writing of such change. G. Compliance. Owner shall make all reasonable efforts to comply with all laws, rules, regulations, requirements, orders, notices, determinations, and ordinances of the City of Denton, including without limitation, the state and local liquor authorities, and the requirements of any insurance companies covering any of the risks against which the Convention Center is insured. Owner shall indemnify and hold harmless the City from any loss, cost, damage, or expense associated with compliance hereunder. H. Management Term. The term of this Agreement shall commence on the date the Agreement is approved by the City Council and shall continue for as long as the term of the Development Agreement, or as otherwise terminated thereby or hereunder. L Termination. The Agreement may be terminated prior to the expiration of the Agreement upon the occurrence of one or more of the following events: 1. Upon any default of the Development Agreement between the City and the Owner dated following the expiration of applicable cure periods; 2. Upon at least thirty (30) days prior written notice to the other party, if (i) the Convention Center is damaged or destroyed by fire or another casualty; (ii) all or a substantial part of the Convention Center is taken in a condemnation or eminent domain proceeding, or (iii) the Owner advises the City in writing prior to the Effective Date that the Owner has abandoned the development of the Convention Center; 3. Upon at least thirty (30) days prior written notice if Owner shall apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets; file a voluntary petition for bankruptcy; or, become otherwise insolvent; 4. If Owner permanently ceases operation of the Convention Center; 5 5. If Owner fails to provide or maintain insurance as required under this Agreement; or 6. If the Development Agreement results in a cessation of the incentive involving Hotel Occupancy Tax, then this Agreement terminates until such time as such incentive is resumed II. MISCELLANEOUS A. Assignability. If the Owner sells the Property, it shall provide the City at least sixty (60) days written notice of such sale identifying the buyer and whether the buyer intends to assume Owner's obligations under this Agreement and the Development Agreement. The City may assign its duties and /or designate a third party non - profit entity to perform the obligations hereunder in its own discretion and without approval of Owner; however, the City shall provide notice of such assignment within fifteen (15) days of the assignment. Failure to provide such notice does not constitute a waiver under this Agreement. B. Subcontract for Performance of Services. Nothing in this agreement shall prohibit, nor be construed to prohibit, the agreement by the City with another entity, person, or organization for the performance of those services described herein. In the event that the City enters into any arrangement, contractual or otherwise, with such other entity, person, or organization, the City shall cause other such entity, person, or organization to adhere to, conform to, and be subject to all provisions, terms, and conditions of this Agreement. C. Indemnification. OWNER AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, OFFICIALS, AGENTS, EMPLOYEES, AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS (ADMINISTRATIVE OR JUDICIAL) OR SUITS FOR INJURIES, DEATH, DAMAGES, LOSSES AND EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS' FEES FOR PRE - TRIAL, TRIAL AND APPELLATE PROCEEDINGS, ACCOUNTING FEES, APPRAISAL FEES AND CONSULTING AND EXPERT WITNESS FEES), ARISING OUT OF (1) ANY NEGLIGENT ACT OR OMISSION, ANY GROSS NEGLIGENCE OR ANY RECKLESS OR WILLFUL MISCONDUCT BY OWNER, ITS OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES; (2) OWNER'S NON - PERFORMANCE OF ITS OBLIGATIONS HEREUNDER (WHETHER NEGLIGENT, GROSSLY NEGLIGENT, RECKLESS, OR WILLFUL); OR (3) ANY ACTION TAKEN BY OR ON BEHALF OF OWNER RELATING TO THIS AGREEMENT WHICH IS NOT PERMITTED BY, OR PURSUANT TO THE PROVISIONS OF THIS AGREEMENT OR REASONABLY NECESSARY TO CARRYING OUT LENDER AND /OR OWNER'S DUTIES. ANY INDEMNIFICATION SHALL APPLY REGARDLESS OF WHETHER OR NOT SAID CLAIM, DAMAGE, LOSS, OR EXPENSE IS COVERED BY INSURANCE AS HEREIN PROVIDED. IN THE D EVENT THAT A CLAIM IS ASSERTED AGAINST EITHER PARTY OR BOTH, OWNER SHALL PROVIDE CITY WITH A COPY OF SUCH CLAIM WITHIN A REASONABLE TIME FROM RECEIPT. OWNER FURTHER AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, OFFICIALS, AGENTS, EMPLOYEES, AND REPRESENTATIVES AGAINST ALL SUCH CLAIMS OR CAUSES OF ACTION RELATING TO COURSE OF EMPLOYMENT, WORKING CONDITIONS, WAGES AND /OR COMPENSATION OF OWNER EMPLOYEES OR FORMER OWNER EMPLOYEES AT THE CONVENTION CENTER AND RELATED HOTEL AND /OR RESTAURANT, INCLUDING VIOLATIONS OF ANY STATE, LOCAL, OR FEDERAL EMPLOYMENT LAW WHETHER COMMON LAW OR STATUTORY, AND AGAINST CLAIMS OF ANY PAST OR FUTURE LIFE /SAFETY CODE VIOLATIONS. D. Notice. Any notice required to be given under this Agreement or any statute, ordinance, or regulation, shall be effective when given in writing and deposited in the United States mail, certified mail, return receipt requested, or by hand - delivery, addressed to the respective parties as follows: CITY O'REILLY HOTEL PARTNERS — DENTON, LLC City Manager Tim O'Reilly City of Denton O'Reilly Hospitality Management, LLC 215 E. McKinney 2808 S. Ingram Mill Road, Building C100 Denton, TX 76201 Springfield, MO 65804 E. Inurement. This Agreement and each provision hereof, and each and every right, duty, obligation, and liability set forth herein shall be binding upon and inure to the benefit and obligation of the City and OWNER and their respective successors and assigns. F. Application of Laws. All terms, conditions, and provisions of this Agreement are subject to the Charter of the City of Denton, all ordinances passed pursuant thereto, and all judicial determinations relative thereto. This Agreement shall be governed by the laws of the State of Texas and venue shall lie in Denton County, Texas. G. Exclusive Agreement. This Agreement contains the entire understanding and constitutes the entire agreement between the parties hereto concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, express or implied, between or among the parties hereto, relating to the subject matter of this Agreement, which are not fully expressed herein. The terms and conditions of the Agreement shall prevail notwithstanding any variance in this Agreement from the terms and conditions of any other document relating this transaction or these transactions. This Agreement may not be modified, amended, surrendered or changed, except by a written instrument executed by both parties. 7 H. Severability. If any section, subsection, paragraph, sentence, clause, phrase, or word in this Agreement, or application thereof to any person or circumstance is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Agreement, and the parties hereby declare they would have enacted such remaining portions despite any such invalidity. L No Representation. In entering into this Agreement, the parties acknowledge that the City has made no representation to the Owner regarding Owner's potential earnings, the possibility of future success or any other similar matter respecting the Convention Center and the City's assistance hereunder, and that the City expressly makes no guarantee as to the success of its assistance as provided hereby. This Agreement is effective as of the day of 12015. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO FORM: ANITA BURGESS, CITY ATTORNEY CITY OF DENTON, TEXAS BY: GEORGE C. CAMPBELL CITY MANAGER O'REILLY HOTEL PARTNERS — DENTON, LLC a Missouri Limited Liability Company ma Its: ACKNOWLEDGMENTS STATE OF TEXAS } COUNTY OF DENTON } The foregoing Management Agreement was executed before me on the day of 12015 by George C. Campbell, City Manager of the City of Denton, Texas, a Texas municipal corporation, on behalf of said Municipal Corporation. Name: Notary Public in and for the State of Texas STATE OF TEXAS } COUNTY OF DENTON } The foregoing Management Agreement was executed before me on the day of , 2015 by of O'Reilly Hotel Partners — Denton, LLC., on behalf of said corporation. Name: Notary Public in and for the State of Texas 0 EXHIBIT E TEXAS APPLICATION FOR DIRECT PAYMENT PERMIT 23 • Exhibit E: Texas Application for Direct Payment Permit ii- XA,s I GLENN HEGAR TEXAS COMPTROLLER OF PUBLIC ACCOUNTS I General Information Under Ch. 559, Government Code, you are entitled to review, request and correct information we have on file about you, with limited exceptions in accordance with Ch. 552, Government Code. To request information for review or to request error correction, contact us at the address or phone numbers listed on this form. Who may submit this application - You may submit this application if you annually purchase at least $800,000 worth of taxable items for your own use and not for resale. • The Comptroller may issue a Direct Payment Permit after receiving this completed application and finding that all the requirements for issuing a Direct Payment Permit stated in Item I of this application, "Taxpayer's Agreement," have been met. For assistance - If you have any questions about this application, filing tax returns or any other tax-related matter, contact your nearest Texas State Comptroller's local office. You may also call 1-800-252-5555 or 512-463-4600. General Instructions • Please do not separate pages. • Write only in white areas. • Fill in all blanks and answer all questions completely and fully. • Do not use dashes when entering Social Security, Federal Employer Identification Number (FEIN), Texas Taxpayer or Texas Vendor Identification numbers. • Federal Privacy Act: Disclosure of your Social Security number is required and authorized under law, for the purpose of tax administration and identification of any individual affected by applicable law. 42 U.S.C. §405(c)(2)(C)(i); Tex. Govt. Code §§403.011 and 403.078. Release of information on this form in response to a public information request will be governed by the Public Information Act, Chapter 552, Government Code, and applicable federal law. NOTE: No purchases may be made tax free until this application has been approved and your Direct Payment Permit has been issued. Specific instructions are on the back of the next page. Complete this application and mail to Comptroller of Public Accounts 111 E. 17th St. Austin, TX 78774-0100 AP-101-1 (Rev.1-15/17) O °^ "" �9'( Rev.1 -1v.1 -12 5/17 Texas Application ° � for Direct Payment Permit Page 1 • Please read instructions. • Type or print. Do not write in shaded areas. 1. Taxpayer's Agreement - The applicant, in consideration of the issuance of a Direct Payment Permit by the State of Texas ac- cording to the provisions of the law, agrees and affirms: a. that applicant is a responsible person annually purchasing at least $800,000 worth of taxable items for use and not for resale (complete Item 19); b. that the accounting method used will clearly distinguish between taxable and nontaxable purchases (complete Item 20); c. that upon the issuance of a Direct Payment Permit to the applicant, the applicant will accrue and pay to the State of Texas all taxes which are or may in the future be due by virtue of the State, Local, Metropolitan Transit Authority, City Transit Department, County and Special Purpose District Sales and Use Tax Acts. The tax is due on all taxable purchases; and, z unless the tax is paid to the seller, it must be reported on the Texas Direct Payment Return. All taxes due will be paid W monthly on or before the 20th day of the month following each monthly reporting period; W W d. that the Direct Payment Exemption Certificate will not be issued for taxable items purchased for resale; CD a e. to report all taxable purchases on the direct payment return and waive any claim for discounts for taxes paid. No taxable W purchases may be reported on a sales and use tax return; W af. upon request, to make available at any time to the Comptroller's office the books, papers, records and equipment of the applicant's business; H g. to cooperate with the Comptroller's office in the examination of the books, papers, records and equipment of the applicant and in the investigation of the applicant's activities, business and accounting methods; and h. to fully disclose to the Comptroller's office in this agreement or upon acquisition, whichever occurs first, the nature and extent of the ownership or control which the applicant has in the business from which the applicant makes purchases pursuant to the Direct Payment Permit. Legal cite: Tex. Tax Code Ann. Sec. 151.419 Type or print name of sole owner, partner or officer Sole owner, partner or officer here 2. Legal name of owner (Sole owner, partnership, corporation or other name) 3. Mailing address (Street and number, P.O. Box or rural route and box number) O z .I Q U City State ZIP code County ■ I I ■ L_I_J ■ L�J I � Z W 0 4. If you are a sole owner, enter your home address IF it is different from the address above. (Street and number, city, state, ZIP code) cc W a 4a. Enter the phone number of the person primarily responsible for filing tax returns (Area code and number). ■ I 5. Enter your Social Security number if you are a sole owner ............................................. ............................... ■ . . .. tttt_J L-1-1 6. Enter your Federal Employer Identification Number (FEIN), if any .......................................... ............................... . 7. Enter your taxpayer number for reporting any Texas tax OR your Texas Vendor Identification Number if you now have or have ever had one ................................. ............................... 8. Indicate how your business is owned. ❑ 1 - Sole owner ❑ 3 - Texas corporation ❑ 7 - Limited partnership ❑ 2 - Partnership ❑ 6 - Foreign corporation ❑ Other (explain) 0 . _ 9. If your business is a Texas corporation, File number Month Day Year = V) enter the file number and date ........................................................ ............................... cc W 10. If your business is a foreign corporation, enter home state, home state registration number, Texas file number and date. �Home state Home state registration number Texas file number Month Day Year I I I I I I I I I , I State Number 11. If the business is a limited partnership, enter the home state I I andidentification number .............................................................................. ............................... W O`oRMa'AP-101-3 Texas Application (Rev.1 -1en7) ■ Page 2 for Direct Payment Permit • Please read instructions. • Type or print. Do not write in shaded areas. 12. Legal name of owner (same as Item 2) I LI I I I I I I I I 1 I 13. List all general partners, officers or managing members of your business. (Attach additional sheets, if necessary) If you are sole owner, skip Item 13. Name Phone (Area code and number) Nome address City State ZIP code IX SSN FEIN County (or country, ifoutside the U.S.) W Percent of I i i ownership i i i i i i i i ■ I� I � W IX a Position held: ❑ General partner ❑ Officer /Director ❑ Managing member ❑ Other 0 IX Name Phone (Area code and number) (L I .. .... , , , . . .J Nome address City State ZIP code SSN FEIN County (or country, ifoutside the U.S.) — I Percent % 01 i i i i i i i ownershi ipf Position held: ❑ General partner ❑ Officer /Director ❑ Managing member ❑ Other 14. Business name Business phone (Area code and number) w a ■I 15. Location of your principal place of business (Use street and number or directions - NOT P.O. Box or rural route number.) Z .I QCity State ZIP code County . I I . L_,_J ■ L�� o J y 16. Is your business located inside the city limits of the city named in Item 15? ................................... ............................... ❑ YES ❑ NO W z 17. Indicate your principal type of business. in ❑ Exploration /Production ❑ Construction ❑ Manufacturer /Processor ❑ Service ❑ Other m 18. Describe your Texas business and the goods or services you sell. (See instructions.) I I 19. Enter the amount of your annual purchases subject to Texas Use Tax ...... ............................... Z WO 12 20. On a separate sheet, describe the accounting method that you will use to differentiate between taxable purchases, exempt purchases, ix tax -paid purchases and items purchased tax free for resale. (See instructions.) UO ,x? 21. List and describe all sites of major fixed assets permanently located within Texas. (Attach additional sheets, if necessary.) The sole owner, all general partners, members, officers or an authorized representative Month Day Year must sign this application. Representative must submit a written power of attorney with this application. (Attach additional sheets, if necessary.) Date of signature I I I 22. I (We) declare, under penalties prescribed by law, that the information in this document and any attachments is true and correct to the best of my (our) knowledge and belief. Legal cite: Tex. Penal Code Ann. Sec. 37.10 N W Type or print name of sole owner, partner or officer Sole owner, partner or officer here ZType or print name of partner or officer Partner or officer here 55 I I I Type or print name of partner or officer Partner or officer I I here I WARNING. You may be required to obtain an additional permit or license from the State of Texas or from a local governmental entity to conduct business. A listing of links relating to acquiring licenses, permits, and registrations from the State of Texas is available online at http: //www.Texas.gov. You may also want to contact the municipality and county in which you will conduct business to determine any local governmental requirements. Field office or section number Employee Name USERID Date Instructions for Completing Texas Application for Direct Payment Permit Item 2-Sole owner - enter first name, middle initial and last name. PaItnershW - enterthe|eQa|nameofthe partnership. Corporation - enter the legal name exactly anit in registered with the Secretary ofState. Other oroanization - enter the title of the organization. Item 3- Enter the complete address where you want to receive mail from the Comptroller of Public Accounts. NOTE: If you want to receive mail for other taxes ntn different address, attach n letter with the other nodreoo(es). Item G- Enter the Federal Employer Identification Number (FBN) assigned to your business by the Internal Revenue Service. Item 7-If you have both a Texas Taxpayer and a Texas Vendor Identification Number, enter only the first eleven digits of the Vendor Identification Number. Item 8-If you check ^Dther,^ identify the type of organization. Examples: Social Club, Independent School District, Family Trust. Item 13- Partnership - enter the information for ALL partners. |fa partner isa corporation, enter the Federal Employer Identification Number (FBN) of the corporation. Corporation or other organization -enterthe information for the principal officers (prenident. secretary, treasurer). Item 18- The description of your business should include the principal types ofbusiness. Examples: highway construction, crude petroleum, natural gas transmission, industrial chemicals. Please bespecific. Item 1S- Enter the total amount of taxable items purchased last year ortobe purchased. This does not include purchases for which aResale Certificate can beor could have been issued. xp-101-4 (Re v.1-15/17) Item 2U-Thbe eligible for a Direct Payment Permit, you must maintain an accounting method that clearly distinguishes between taxable and non- taxable purchases. Describe your accounting method fully. Explain the internal controls and the accounting flow of the data that will be used to prepare your direct payment return. Answer the following questions in your explanation. How will you distinguish between - purchases made under a direct payment exemption certificate; -purnhanenforrena|e; -nontaxab|epurnhanen; -purnhaneninTexanandoutofnbate; -anyotherbax-freepurnhanen;and -tax-paidpunohanen? ~ If you purchase items for resale and for your own use from the same supplier, will you issue separate purchase orders? How will the two types of purchases be accounted for? ~ If you do not issue blanket exemption certificates to your suppliers, how will you indicate on which items the supplier will collect tax? ~ What accounting procedure will you follow to report use tax in the same month that you receive vendor's billings? ~ What procedure will you follow to report use tax tothe correct city, Metropolitan Transit Authority ([WTA) or City Transit Department (CTD). County and/or Special Purpose ~ When you prepare your direct payment return, from what smrce(s) will you get the necessary data? How will this data get tothe ~ Will more than one person review the purchase records and compare them to ~ What procedures will you follow to ensure that tax-free purchases are not reported on the Texas Sales and Use Tax Return? EXHIBIT F CERTIFICATE OF COMPLIANCE FORM 24 CERTIFICATE OF COMPLIANCE -- ANNUAL Company: O'REILLY HOTEL PARTNERS- DENTON, LLC Reporting Year: January 1 — December 31, 20 Contract Year No. L Investment 1.1 The Economic Development Agreement between O'Reilly Hotel Partners- Denton, LLC ( "Grantee ") and the City of Denton, Texas ( "City "), dated (the "Agreement ") states that no grant may be paid to Grantee unless Grantee has completed the Improvements to the Property no later than 30 months after the start of construction. (II.D.) a. As of the date of this Certificate of Compliance, have the Improvements to the Property as described in the Agreement been deemed completed? ❑ YES ❑ NO b. The Improvements to the Property as described in the Agreement were completed on (date): 1.2 As a condition of the grant payments, the Agreement requires Grantee to provide a total Capital Investment for the development of the Project of at least $80 million. Additionally, any grant payments are conditioned upon the Grantee's Capital Investment to generate a minimum increase in assessed real estate Improvements and business personal property valuation on the Property over the existing 2015 valuation in the amount of $20 million. (II.D.) a. The Grantees have invested $ in Capital Investment for the development of the Project on the Property for the reporting year ending December 31, 20 a. The increase in assessed valuation of the real estate Improvements and business personal property for the year ending December 31, 20 over the existing 2015 valuation is: $ 1.3 Have all applicable Certificate of Occupancies been issued for the Property? ❑ YES ❑ NO 1.4 The Agreement states that any grant payments will be paid for a maximum of 25 years or until the combined principal amount of $28 million and interest payment of $26 million for a total aggregate amount of $54 million is reached, whichever comes first. (III.A.) Certificate of Compliance Page 1 of 3 a. Grantee has paid in principal on any debt instruments used for the development of the Project for the year ending December 31, 20 b. Grantee has paid in interest on any debt instruments used for the development of the Project for the year ending December 31, 20 IL Employment 2.1 The Agreement requires the Grantee to use good faith efforts to hire qualified residents of the City of Denton to work at the Project. As part of this requirement, the Grantee must make a good faith effort to offer available.) obs to qualified Denton residents, as well as to hire Denton contractors and suppliers in construction. (ILH.) a. Did the Grantee comply with the recruiting requirements in Section ILH. of the Agreement in regards to offering available jobs to Denton residents during the year ending December 31, 20 ? ❑ YES ❑ NO b. Did the Grantee comply with the recruiting requirements in Section ILH. of the Agreement in regards to hiring Denton contractors and suppliers in construction during the year ending December 31, 20 ? ❑ YES ❑ NO III. Additional Covenants 3.1 The Agreement requires that the Full- Service Hotel and Restaurant be operated by Approved Franchisors. Please indicate the Approved Franchisor for each for the compliance year ending December 31, 20 Full- Service Hotel: Restaurant: 3.2 The Agreement requires the Grantee to keep the Property in a continuous Upscale Manner. (II.E.). Did the Grantee comply with the Upscale Manner requirement of the Agreement during the year ending December 31, 20 ? ❑ YES ❑ NO 3.3 Did the Grantee timely submit this Certificate of Compliance as required under Section IV.D. of the Economic Development Agreement during the year ending December 31, 20 ? ❑ YES ❑ NO Certificate of Compliance Page 2 of 3 3.4 Has Grantee complied with each of its additional obligations in the Agreement for the year ending December 31, 20 ? ❑ YES ❑ NO IV. Payment 4.1 The Economic Development Agreement provides an annual grant of 100% of ad valorem taxes collected and verified by the City for the prior tax year, exclusive of the taxable value of the underlying land or any increase thereof. (III.A.1). 4.2 The City property taxes paid for January 1, 20 valuation are: Real Property Business Personal Property 4.3 The grant payment for ad valorem taxes requested: $ 4.4 Please attach the most recent Property Tax Notice. I, the authorized representative for O'Reilly Hotel Partners — Denton, LLC, hereby certify that the above information is correct and accurate pursuant to the terms of the Agreement. I further certify that the Company has fully complied with the Economic Development Agreement during the year ending December 31, 20 , including compliance with the City of Denton Code of Ordinances, Texas Department of Public Safety Regulations, and other applicable federal, state, or local law. O'REILLY HOTEL PARTNERS— DENTON, LLC Signature: Printed Name: Title: Date: Certificate of Compliance Page 3 of 3 EXHIBIT G CORPORATE RESOLUTION FOR AUTHORITY 25 Designation of Authorized Signatory The owners of O'Reilly Hotel Partners — Denton, LLC, a Missouri limited liability company, authorize Timothy O'Reilly to execute all necessary documents related to the Economic Development Agreement with the City of Denton, a Texas municipal corporation. The undersigned has executed this instrument in his capacity as Manage of the company on this 26th day of October, 2015. Nam • Timothy O'Reilly Title: Manager Acknowledgement State of Missouri County of Greene This instrument was acknowledged before me on the _r�UP`_ day of 2015, by Timothy O'Reilly, Manager of O'Reilly Hotel Partners — Denton, LLC �pgY P(jB , JUSTINE A. POSTORINO �o ��' My Commission Expires NOTARY * * = '. SEAL . June 24, 2018 Greene County 9pF MSS' Commission #14628806 1 . a , ' �f �'' • G' . Notary Public, State of Missouri BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY Page 1 of 1 TEXAS SECRETARY of STATE CARLOS H. CASCOS UCC I Business Organizations I Trademarks I Notary I Account I Help /Fees I Briefcase I Logout BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY Filing Number: 801775766 Entity Type: Foreign Limited Liability Company (LLC) Original Date of Filing: April 25, 2013 Entity Status: In existence Formation Date: N/A Tax ID: 32050841926 FEIN: 454742061 Name: O'Reilly Hotel Partners - Denton, LLC Address: 2808 S. Ingram Mill Road, A104 Springfield, MO 65804 USA Fictitious Name: N/A Jurisdiction: MO, USA Foreign Formation Date: March 5, 2012 REGISTERED ASSOCIATED AGENT FILING HISTORY NAMES MANAGEMENT ASSUMED NAMES ENTITIES Last Update Name Title Address August 1, 2015 TIMOTHY B OREILLY MANAGING MEMBER 2808 S INGRAM MILL RD SPRINGFIELD, MO 65804 USA Order Return to Search Instructions: To place an order for additional information about a filing press the 'Order' button. https:Hdirect. sos. state.tx.us /corp_ inquiry /corp_ inquiry - entity .asp ?spage= mgmt &: Spagefr... 11/03/2015 EXHIBIT H ORDINANCE AUTHORIZING AGREEMENT 26 ORDINANCE NO. AN ORDINANCE APPROVING AN ECONOMIC DEVELOPMENT AGREEMENT UNDER CHAPTER 380 OF THE LOCAL GOVERNMENT CODE TO PROMOTE ECONOMIC DEVELOPMENT AND TO STIMULATE BUSINESS ACTIVITY IN THE CITY OF DENTON AND UNDER CHAPTER 351 TO PROMOTE TRAVEL, TOURISM, MEETINGS, CONVENTIONS, AND EVENTS FOR THE ECONOMIC GROWTH OF THE CITY OF DENTON, BETWEEN THE CITY OF DENTON AND O'REILLY HOTEL PARTNERS DENTON (OHPD), REGARDING THE DEVELOPMENT OF AN APPROXIMATE 12 ACRE PARCEL OF LAND GENERALLY LOCATED ON THE SOUTH SIDE OF U.S. HIGHWAY 380 (WEST UNIVERSITY DRIVE) ENDING AT SCRIPTURE ROAD, BETWEEN I -35 AND NORTH BONNIE BRAE STREET IN DENTON, TEXAS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, O'Reilly Hotel Partners Denton ( "OHPD ") has an interest in land generally located in the Rayzor Ranch Town Center development, in the City of Denton, Denton County, Texas, which includes property located South of US Route 380 ending at Scripture Road, between IH -35 and North Bonnie Brae Street (the "Property "); and WHEREAS, OHPD has made a request, on or about September 7, 2015, of the City of Denton ( "City ") to establish economic development incentives under Chapter 380 of the Texas Local Government to stimulate the development of commercial property within the City of Denton and under Chapter 351 of the Texas Tax Code to promote travel, tourism, meetings, conventions, and events for the economic development and growth of the City of Denton on the Property ( "Grant Application "); and WHEREAS, the Grant Application was approved by the Economic Development Partnership Board as compliant with the City of Denton's Tax Abatement and Incentive Policy on October 14, 2015; and WHEREAS, City and OHPD have negotiated an Economic Development Agreement to reflect the terms of the incentive, a copy of which is attached hereto and made a part hereof by reference (the "Agreement "), as well as a related Management Agreement; and WHEREAS, the City Council of the City of Denton hereby finds that the contemplated use and development of the Property, the proposed improvements provided for in the Agreement, and the other terms and conditions of the Agreement, will promote economic development, increase employment, and stimulate business and commercial activity within the City of Denton for the benefit of the public and therefore meets the requirements under Chapter 380 of the Texas Local Government Code; and WHEREAS, the City Council of the City of Denton further finds that the proposed Project on the Property will promote tourism and the convention and hotel industry and therefore meets the requirements under Chapter 351 of the Texas Tax Code; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this ordinance are incorporated into the body of this ordinance. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement attached hereto on behalf of the City of Denton and to carry out the City's responsibilities and rights under the Agreement, including without limitation the authorization to make the expenditures set forth in the Agreement. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY am APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY J-- Page 2 CHRIS WATTS, MAYOR CONVENTION CENTER MANAGEMENT AGREEMENT BETWEEN THE CITY OF DENTON AND O'REILLY HOTEL PARTNERS — DENTON,LLC THIS AGREEMENT is made between the City of Denton, Texas, a municipal corporation formed under the laws of the State of Texas and located at 215 E. McKinney Street, Denton, Texas 76201 (the "City "), and O'Reilly Hotel Partners — Denton, LLC, a Missouri Limited Liability Company whose principal place of business is located at 2808 S. Ingram Mill Road, Building C100, Springfield, Missouri, 65804 ( "Owner ") for the limited management of a Convention Center. (The City and the Owner are collectively referred to as "the Parties "). WHEREAS, the Owner owns a tract of land generally located in the Rayzor Ranch Town Center development in the City of Denton, Denton County, Texas, which includes property located South of US Route 380 ending at Scripture Road, between IH -35 and North Bonnie Brae Street, and more specifically described in Exhibit "A" attached hereto and incorporated by reference herein (the "Property "); WHEREAS, the Owner's development of the Property includes an approximately 70,000 square foot convention center ( "Convention Center ") that is the subject of an Economic Development Agreement with the City of Denton executed between the Parties on , 2015 ( "Development Agreement "), which said Development Agreement is attached for reference hereto; WHEREAS, the Convention Center development shall serve to promote travel, tourism, meetings, conventions and events for the economic development and growth of the City of Denton and the economic benefit of the Parties; WHEREAS, the Parties desire that the City assist in the management of certain sales missions and marketing functions for the Convention Center as stated herein in order to further the public purpose of promoting economic growth and conventions, and to retain adequate public control over the use of public funds to ensure benefits to the City. NOW, THEREFORE, for the mutual promises and consideration as described herein, the Parties agree as follows: L TERMS A. Owner Management of the Convention Center. The Owner has the exclusive responsibility and discretion in the operation, direction, management and supervision of the Convention Center, subject only to the limitations expressed herein. In addition to its other duties as a reasonable convention center owner, the Owner, or a third party designated by the Owner, shall perform the following: 1 1. Day -to -day management and operations of the Convention Center, including, but not limited to determining all terms for admittance and charges for rooms, facilities, commercial space, if any, equipment rental, telecommunications services, audiovisual equipment, labor and other amenities and services provided at or with respect to the Convention Center. 2. All repairs, maintenance, upkeep and replacement of furniture, fixtures, and equipment; and, purchase and upkeep of all other inventories necessary to the operation of the Convention Center, as well as the Convention Center structure and accessory structures. 3. Event booking, coordination, and collection of sums due the Owner for rental or use and admissions. 4. Crowd control, security, box office supervision, admission procedures and servicing of users at conventions, trade shows, exhibits and entertainment. 5. Perform obligations of any third -party operations agreements such as reciprocal easements, concessions, parking, and leases. 6. Perform any catering or food- and beverage- related services with respect to the Convention Center. 7. Determine all labor policies, wages and salaries, fringe benefits, and any other personnel benefits with respect to the Convention Center in compliance with local, state, and federal law. 8. Implement all sales, advertising, public relations and promotional policies not covered by this Agreement. 9. Hire or terminate such persons or organizations as employees or manager of any of the functions stated herein that are the responsibility of the Owner. 10. Establish and maintain the master set of all booking records and schedules for the Convention Center (such records and schedules shall be provided to the City and to such third parties as directed by the City, at any time upon reasonable notice of request, and shall remain the property of the City). B. City Management Assistance. The Owner hereby authorizes and engages the City, or its designee as the law permits, to manage the Convention Center during the term of this Agreement as limited and described herein. The City hereby accepts such engagement subject to the terms and conditions expressed in this Agreement. The Owner shall cooperate with the City to the extent necessary for the City to fulfill its duties under this Agreement. Without limiting the generality of the foregoing, the City is hereby authorized and shall be obligated to do as follows in its discretion and as is allowed under the City's budget processes: N 1. Advertise and conduct solicitations and promotional programs to attract tourists and convention delegates or registrants to the Denton Convention Center, including, but not limited to: i. Marketing at the state and local level (including market analysis, campaign development, branding, promotion, etc.); ii. Collecting and reporting metrics on marketing activity; iii. Sales missions developed in conjunction with the Owner's hotel sales team to pre- identify and pre - qualify business - appropriate meetings for the Property; and iv. Partnership development to create collaborative opportunities with local private, public, and non - profit sector entities. 2. Provide meeting, event, and pre- convention services, including, but not limited to: i. Conducting site visits and familiarization tours for potential clients; ii. Customized servicing for groups (registration assistance, delegate name badge preparation, welcome packets, off -site function arrangements, etc.); and iii. Serving as liaison between meeting planner client and hotel, local business, and transportation. 3. Identifying, collecting rate bids from, and securing overflow hotels in Denton for convention delegates. The City's duties described above shall specifically not include event coordinator duties for the Convention Center and those duties shall be the sole responsibility of Owner. C. No Joint Venture /No Joint Employment. This Agreement does not create a joint venture as to the Convention Center development or any separate business enterprise owned by Owner and physically joined to the Convention Center, such as the Hotel and Restaurant; and, the City, or its designee if permitted by law, shall remain independent of the actual operations of the Convention Center and shall only serve in a limited management position for the promotion of tourism and visitors to the City, which duties shall not require oversight or control by the Owner. The City, or its designee, shall not be considered a joint employer in performance under this Agreement and shall have no authority whatsoever over employees of Owner, its representatives, or of any lessee of the Convention Center; and, shall have no control over the terms and conditions of their employment. This Agreement shall not be construed to cause the City, or its designee if permitted by law, to have obligations regarding federal and state employment laws with respect to 3 those employees of Owner, regardless if those employees perform similar duties as the City herein. There shall be no shared employees. D. Expenses. The City shall not receive a management fee. The City shall only be responsible for costs associated with the performance of its duties under Section I.B. herein and shall not be responsible for any other costs incurred by Owner in performing its duties or otherwise operating the Convention Center. From time to time, if the City agrees to additional duties not defined herein, those costs shall be assessed against the Owner and not the City, and such duties shall be included in this Agreement in the form of a written addendum. Any responsibility of the City for costs associated with the management assistance as described in this Agreement shall be subject to annual appropriation by the City Council in the annual budget and the City's obligations under this Agreement shall not constitute a general obligation of the City or indebtedness under the Constitution or laws of the State of Texas. E. Booking Policy. The Owner acknowledges that the interest of the City requires a booking policy that takes into account not only those events which generate substantial direct revenue for the Convention Center, but also takes into account those events which produce less direct revenue, but generate significant peripheral economic benefits in the form of City hotel utilization, increased tourist revenues, and provide a stimulus to the general economy of the City of Denton. Owner agrees to use its commercially reasonable best efforts to accommodate this policy in the operation of the Convention Center. F. Insurance. Owner shall require that proper Certificates of Insurance evidencing general liability, automobile, bodily injury, property damage, death and workers compensation coverage shall be furnished, with copies to the City, and require that all policies be kept in force during the term of the Agreement by all vendors, concessionaires, subcontractors and service providers in the minimum amounts approved by the City. Such policies shall name the City as an additional insured. The Owner further agrees to maintain at all times during the term of this Agreement and the Development Agreement, with responsible insurance companies, insurance as follows: 1. Such worker's compensation, employer's liability or similar insurance as may be required by law, or such greater amounts which Owner shall deem advisable but no less than $1,000,000/$2,000,000; 2. A general liability insurance policy in the amount of at least $1,000,000 per person or $2,000,000 per occurrence for bodily injury or death; 3. An umbrella coverage insurance policy of at least $10,000,000 per occurrence; 4. Such other insurance against such other operation risks as Owner or City deems advisable to insure against, including, without limitation, auto liability insurance, liquor liability insurance and fidelity bonds; 5. Errors & Omissions or Professional Liability Coverage in the amount of at least $1,000,000. 6. Fire insurance and insurance against such other hazards ordinarily included by an all - risk form of extended coverage endorsement on the buildings, operating supplies, furniture, furnishings and equipment in an amount equal to at least one hundred percent (100 %) of actual replacement cost (without deduction for depreciation) thereof, and all M alterations, substitutions and replacements therefore, and bearing a standard noncontributory mortgagee loss payable endorsement in favor of the holders of any Mortgage on the Convention Center and providing, if reasonably available, for waiver of subrogation against such holder and the debt and security of such Mortgage in the event that the Convention Center is restored. This insurance shall include business interruption insurance. The Owner shall add the City as an additional insured on policies required by this Agreement. Moreover, the Owner shall assume all risks in connection with the adequacy of any insurance or self - insurance program and waives any claim against the City for any liability, costs or expenses arising out of any uninsured claim, in part or in full, of any nature whatsoever. Within a reasonable period of time after the effective date of this Agreement, Owner shall provide the City with a Certificate of Insurance showing compliance with this section. Any changes to coverage shall cause Owner to immediately notify the City in writing of such change. G. Compliance. Owner shall make all reasonable efforts to comply with all laws, rules, regulations, requirements, orders, notices, determinations, and ordinances of the City of Denton, including without limitation, the state and local liquor authorities, and the requirements of any insurance companies covering any of the risks against which the Convention Center is insured. Owner shall indemnify and hold harmless the City from any loss, cost, damage, or expense associated with compliance hereunder. H. Management Term. The term of this Agreement shall commence on the date the Agreement is approved by the City Council and shall continue for as long as the term of the Development Agreement, or as otherwise terminated thereby or hereunder. I. Termination. The Agreement may be terminated prior to the expiration of the Agreement upon the occurrence of one or more of the following events: 1. Upon any default of the Development Agreement between the City and the Owner dated following the expiration of applicable cure periods; 2. Upon at least thirty (30) days prior written notice to the other party, if (i) the Convention Center is damaged or destroyed by fire or another casualty; (ii) all or a substantial part of the Convention Center is taken in a condemnation or eminent domain proceeding, or (iii) the Owner advises the City in writing prior to the Effective Date that the Owner has abandoned the development of the Convention Center; 3. Upon at least thirty (30) days prior written notice if Owner shall apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets; file a voluntary petition for bankruptcy; or, become otherwise insolvent; 4. If Owner permanently ceases operation of the Convention Center; E 5. If Owner fails to provide or maintain insurance as required under this Agreement; or 6. If the Development Agreement results in a cessation of the incentive involving Hotel Occupancy Tax, then this Agreement terminates until such time as such incentive is resumed II. MISCELLANEOUS A. Assignability. If the Owner sells the Property, it shall provide the City at least sixty (60) days written notice of such sale identifying the buyer and whether the buyer intends to assume Owner's obligations under this Agreement and the Development Agreement. The City may assign its duties and /or designate a third party non - profit entity to perform the obligations hereunder in its own discretion and without approval of Owner; however, the City shall provide notice of such assignment within fifteen (15) days of the assignment. Failure to provide such notice does not constitute a waiver under this Agreement. B. Subcontract for Performance of Services. Nothing in this agreement shall prohibit, nor be construed to prohibit, the agreement by the City with another entity, person, or organization for the performance of those services described herein. In the event that the City enters into any arrangement, contractual or otherwise, with such other entity, person, or organization, the City shall cause other such entity, person, or organization to adhere to, conform to, and be subject to all provisions, terms, and conditions of this Agreement. C. Indemnification. OWNER AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, OFFICIALS, AGENTS, EMPLOYEES, AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS (ADMINISTRATIVE OR JUDICIAL) OR SUITS FOR INJURIES, DEATH, DAMAGES, LOSSES AND EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS' FEES FOR PRE - TRIAL, TRIAL AND APPELLATE PROCEEDINGS, ACCOUNTING FEES, APPRAISAL FEES AND CONSULTING AND EXPERT WITNESS FEES), ARISING OUT OF (1) ANY NEGLIGENT ACT OR OMISSION, ANY GROSS NEGLIGENCE OR ANY RECKLESS OR WILLFUL MISCONDUCT BY OWNER, ITS OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES; (2) OWNER'S NON - PERFORMANCE OF ITS OBLIGATIONS HEREUNDER (WHETHER NEGLIGENT, GROSSLY NEGLIGENT, RECKLESS, OR WILLFUL); OR (3) ANY ACTION TAKEN BY OR ON BEHALF OF OWNER RELATING TO THIS AGREEMENT WHICH IS NOT PERMITTED BY, OR PURSUANT TO THE PROVISIONS OF THIS AGREEMENT OR REASONABLY NECESSARY TO CARRYING OUT LENDER AND /OR OWNER'S DUTIES. ANY INDEMNIFICATION SHALL APPLY REGARDLESS OF WHETHER OR NOT SAID CLAIM, DAMAGE, LOSS, OR EXPENSE IS COVERED BY INSURANCE AS HEREIN PROVIDED. IN THE Co EVENT THAT A CLAIM IS ASSERTED AGAINST EITHER PARTY OR BOTH, OWNER SHALL PROVIDE CITY WITH A COPY OF SUCH CLAIM WITHIN A REASONABLE TIME FROM RECEIPT. OWNER FURTHER AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, OFFICIALS, AGENTS, EMPLOYEES, AND REPRESENTATIVES AGAINST ALL SUCH CLAIMS OR CAUSES OF ACTION RELATING TO COURSE OF EMPLOYMENT, WORKING CONDITIONS, WAGES AND /OR COMPENSATION OF OWNER EMPLOYEES OR FORMER OWNER EMPLOYEES AT THE CONVENTION CENTER AND RELATED HOTEL AND /OR RESTAURANT, INCLUDING VIOLATIONS OF ANY STATE, LOCAL, OR FEDERAL EMPLOYMENT LAW WHETHER COMMON LAW OR STATUTORY, AND AGAINST CLAIMS OF ANY PAST OR FUTURE LIFE /SAFETY CODE VIOLATIONS. D. Notice. Any notice required to be given under this Agreement or any statute, ordinance, or regulation, shall be effective when given in writing and deposited in the United States mail, certified mail, return receipt requested, or by hand - delivery, addressed to the respective parties as follows: CITY O'REILLY HOTEL PARTNERS — DENTON, LLC City Manager Tim O'Reilly City of Denton O'Reilly Hospitality Management, LLC 215 E. McKinney 2808 S. Ingram Mill Road, Building C100 Denton, TX 76201 Springfield, MO 65804 E. Inurement. This Agreement and each provision hereof, and each and every right, duty, obligation, and liability set forth herein shall be binding upon and inure to the benefit and obligation of the City and OWNER and their respective successors and assigns. F. Application of Laws. All terms, conditions, and provisions of this Agreement are subject to the Charter of the City of Denton, all ordinances passed pursuant thereto, and all judicial determinations relative thereto. This Agreement shall be governed by the laws of the State of Texas and venue shall lie in Denton County, Texas. G. Exclusive Agreement. This Agreement contains the entire understanding and constitutes the entire agreement between the parties hereto concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, express or implied, between or among the parties hereto, relating to the subject matter of this Agreement, which are not fully expressed herein. The terms and conditions of the Agreement shall prevail notwithstanding any variance in this Agreement from the terms and conditions of any other document relating this transaction or these transactions. This Agreement may not be modified, amended, surrendered or changed, except by a written instrument executed by both parties. 7 H. Severability. If any section, subsection, paragraph, sentence, clause, phrase, or word in this Agreement, or application thereof to any person or circumstance is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Agreement, and the parties hereby declare they would have enacted such remaining portions despite any such invalidity. I. No Representation. In entering into this Agreement, the parties acknowledge that the City has made no representation to the Owner regarding Owner's potential earnings, the possibility of future success or any other similar matter respecting the Convention Center and the City's assistance hereunder, and that the City expressly makes no guarantee as to the success of its assistance as provided hereby. This Agreement is effective as of the day of , 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO FORM: ANITA BURGESS, CITY ATTORNEY N. CITY OF DENTON, TEXAS BY: GEORGE C. CAMPBELL CITY MANAGER O'REILLY HOTEL PARTNERS — DENTON, LLC a Missouri Limited Liability Company Its: ACKNOWLEDGMENTS STATE OF TEXAS } COUNTY OF DENTON } The foregoing Management Agreement was executed before me on the day of , 2015 by George C. Campbell, City Manager of the City of Denton, Texas, a Texas municipal corporation, on behalf of said Municipal Corporation. Name: Notary Public in and for the State of Texas STATE OF TEXAS } COUNTY OF DENTON } The foregoing Management Agreement was executed before me on the day of , 2015 by , of O'Reilly Hotel Partners — Denton, LLC., on behalf of said corporation. Name: Notary Public in and for the State of Texas 9 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -1061, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Development Services /Economic Development CM/ ACM: Jon Fortune Date: November 10, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas approving a third amendment to an Economic Development Program Grant Agreement dated June 15, 2010 between the City of Denton and Allegiance Hillview; and providing an effective date. BACKGROUND The location of the proposed hotel and convention center development by O'Reilly Hotel Partners Denton at Rayzor Ranch Town Center falls within the boundary of the existing Chapter 380 Agreement between the City and Allegiance Hillview, L.P. (RED Development). Should the City Council approve an Economic Development Program Grant Agreement with O'Reilly Hotel Partners Denton, it will be necessary to amend the Chapter 380 Agreement with Allegiance Hillview (RED Development). The amendment will be necessary to exclude the hotel and convention center project from RED's incentive. The current Agreement with Allegiance Hillview (RED Development) has the following terms: • 50% rebate on sales tax revenue for 20 years for Rayzor Ranch Marketplace (north side of University Drive); this incentive triggered in 2012. • 50% rebate on sales tax revenue for 25 years for Rayzor Ranch Town Center (south side of University Drive); this incentive is tiered and has an initial trigger of 300,000 square feet of retail space. • The incentives allow for a $68 million total reimbursement to Allegiance Hillview, (RED Development) for public infrastructure costs. Allegiance Hillview (RED Development) is in favor of the proposed convention center /hotel project at Rayzor Ranch Town Center, it has an impact on the Town Center development in the following ways: O'Reilly Hotel Partners Denton acquired the land for the convention center /hotel project at a "pass through" cost from Allegiance Hillview (RED Development) • The land for the convention center /hotel will no longer be available as retail acreage, which will impact the total sales tax revenue available for the incentive O'Reilly will receive the sales tax rebate on their portion of the project, which was originally allocated to RED City of Denton Page 1 of 2 Printed on 11/5/2015 File #: ID 15 -1061, Version: 1 • $4 -5 million in infrastructure improvements will have to be made to the site earlier than originally planned Allegiance Hillview (RED Development) estimates these changes will lead to a revenue loss of $5 million. The City has proposed an amendment to RED's Chapter 380 Grant Agreement in order to accommodate the Hotel and Convention Center and to mitigate that loss. The Economic Development Partnership (EDP) board recommended an additional 15% sales tax rebate on the Rayzor Ranch Town Center and Marketplace until $5 million is reached. The thresholds require that 300,000 square foot of retail has been met and the convention center and hotel have a Certificate of Occupancy (8 -0). Staff analysis estimates that the $5 million will be reached in 11 years, 9 years from Town Center contract initiation. PRIOR ACTION/REVIEW (Council, Boards, Commissions) October 14, 2015 - The Economic Development Partnership Board recommended approval of the third amendment to the economic development program grant agreement (8 -0). May 13, 2014 - Second amendment to the economic development program grant agreement with Allegiance Hillview, is adopted by Council September 14, 2010 - First amendment to the economic development program grant agreement with Allegiance Hillview, is adopted by Council June 15, 2010 - Economic development program grant agreement with Allegiance Hillview, is adopted by Council FISCAL INFORMATION According to sales tax projections, it would take approximately 11 years for Allegiance to be reimbursed $5 million. The City would receive 35% of the sales tax generated resulting in new revenues of approximately $13 million. EXHIBITS 1 - Ordinance 2010 -210 Grant Agreement 2 - Ordinance 2010 -142 First Amendment 3 - Ordinance 2014 -143 Second Amendment 4 - draft third amendment v4 w exhibits 5 - ordinance amended agrmt Allegiance Hillview Respectfully submitted: Aimee Bissett Director of Development Services Prepared by: Caroline Booth Assistant Director for Economic Development City of Denton Page 2 of 2 Printed on 11/5/2015 sAlegal \our documents \urdinances\1 0\380 amended a.r- allegiance hillview doc Exhibit 2 ORDINANCE NO. 2010-142 AN ORDINANCE APPROVING A CHAPTER 380 ECONOMIC DEVELOPMENT GRANT AGREEMENT WITH ALLEGIANCE HILLVIEW, LP; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Allegiance Hillview, LP ( "Allegiance ") has made a request of the City of Denton ( "City ") to establish an economic development program under Chapter 380 of the Texas Local Government ( "Chapter 380 ") to stimulate the development of commercial property within the City of Denton; and WHEREAS, on May 15, 2007, the City Council adopted Ordinance No. 2007 -113 which included an Economic Development Grant Agreement (the "Original Agreement ") establishing an economic development program under Chapter 380; and WHEREAS, on March 10, 2009, the City Council adopted Ordinance No. 2009 -064 which amended the Original Agreement (the "Amendment "); and WHEREAS, Allegiance has requested that certain terms of the Original Agreement, as amended by the Amendment, be again amended; and WHEREAS, due to the nature of the requested amendments and to clarify the intent of the parties, Allegiance and the City desire to enter into a new agreement ("Agreement ") with regard to the economic development grant described herein; and WHEREAS, it is in the public interest to authorize the approval of the Agreement, which is attached hereto and made a part of; NOW, THEREFORE; THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this Ordinance are incorporated into the body of this Ordinance. SECTION 2. The Mayor, or the Mayor Pro Tem, is hereby authorized to execute the Agreement on behalf of the City of Denton and to exercise all rights and duties of the City of Denton under this Agreement, including without limitation the authorization to make the expenditures set forth in the Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the r-M day of Ozw '2010. s. \legal\our documents \ordinances \10\380 amended agr- allegiance hillview.doc Exhibit 2 ATTEST: - JENNIFER WALTERS, CITY SECRETARY BY: Ilk- Odfqn) APPRO ED A TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY:. Page 2 Exhibit 2 THE STATE OF TEXAS § COUNTY OF DENTON 5 ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH ALLEGIANCE IIILLVIEW, L.P. This Economic Development Program Grant Agreement (this "Agreement ") is made and entered into by and between ALLEGIANCE HILLVIEW, L.P. ( "Grantee "), a New York Limited Partnership, and the CITY OF DENTON, TEXAS (the "City "), a Texas municipal corporation, for the purposes and considerations stated below. Grantee and the City are individually referred to as a "Party" and collectively as the "Parties." Section 1. Authorization. This Agreement is made pursuant to the Economic Development Program provisions of TEXAS LOCAL GOVERNMENT CODE, Chapter 380 (the "Act ") to promote local economic development and to stimulate business and commercial activity in the City. Section 2. Definitions. "Eligible Improvements" means any improvements included within the categories identified on Exhibit A. "Eligible Phase I Costs" means the actual amounts paid for Eligible Improvements in Phase I, including amounts paid for the Highway 380 Improvements. "lligible Phase lI Costs" means (i) the actual amounts paid for Eligible Improvements in Phase 11 plus (ii) the amount by which the amounts paid for Eligible Improvements in Phase I exceed $20 million. "Grantee" means Allegiance Hillview, L.P., and its successors and assigns as permitted by this Agreement. Page 1 1915\010\9511.2 Exhibit 2 "Highway 380 Improvements" means the reconstruction of US Highway 380 consisting of two additional lanes (one on the north side and one on the south side of the highway) from the intersection of US 380 and Bonnie Brae to the intersection of US 380 and the nearest service road right -of -way for Interstate 35, including utility relocations required by the reconstruction. "Monthly Sales Tax Report" means the monthly report received from the Texas State Comptroller that shows the amount of Total Taxable Sales for a month period. "Phase I" means the portion of the Property located north of US 380, consisting of approximately 153 acres described in Exhibit B. "Phase II" means the portion of the Property located south of US 380, consisting of approximately 257 acres described in Exhibit B "Program Effective Date for Phase I" is defined in Section 3 of this Agreement. "Program Effective Date for Phase II" is defined in Section 3 of this Agreement. "Program Grant for Phase I" means 240 consecutive monthly payments made by the City to Grantee beginning on the Program Effective Date for Phase I and continuing for the term of the Program Grant for Phase I as described in Section 4.1 of this Agreement. Each monthly payment will be calculated as a percentage of the 1.5% sales tax collected by the City with respect to Total Taxable Sales in Phase I as reported in the Monthly Sales Tax Report, all as described in Section 5.1 of this Agreement. "Program Grant for Phase 11" means 240 consecutive monthly payments made by the City to Grantee beginning on the Program Effective Date for Phase Il and continuing for the term of the Program Grant for Phase I1 as described in Section 4.2 of this Agreement. Each monthly payment will be calculated as a percentage of the 1.5% sales tax collected by the City with respect to Total Taxable Sales in Phase 11 as reported in the Monthly Sales Tax Report, all as Page 2 1915101019511.2 Exhibit 2 described in Section 5.2 of this Agreement "Property" means the approximately 410 acres described on Exhibit B. "Required Infrastructure for Phase I" means the road and public utility infrastructure required to obtain final certificates of occupancy for the Retail Improvements or a phased portion of the Retail Improvements in Phase I, including but not limited to, Highway 380 Improvements and the road and utilities in Phase I that will be needed to serve the contemplated residential development at the north of Phase I. "Required Infrastructure for Phase I1" means the road and public utility infrastructure required to obtain final certificates of occupancy for the Retail Improvements or a phased portion of the Retail Improvements in Phase 1I, including but not limited to the portion of Heritage Trail located within Phase 11. 'Retail Improvements in Phase I" means a minimum of 400,000 gross square feet (as measured to the exterior building walls) of retail or commercial shopping center buildings located in Phase 1. "Retail Improvements in Phase 11" means a minimum of 600,000 gross square feet (as measured to the exterior building walls) of retail or commercial shopping center buildings located in Phase 11, comprised of the Town Center (as described by the zoning applicable to the Property), and other retail development in Phase II. "Substantial Completion" means: (i) with respect to the Retail Improvements in Phase 1, when final certificates of occupancy have been issued for the Retail Improvements in Phase I; (ii) with respect to the Required Infrastructure for Phase 1, when the Required Infrastructure for Phase I has been constructed and inspected in accordance with City and TxDot standards, as applicable, and as required to obtain final certificates of occupancy for the Retail Improvements or a phased portion of the Retail Improvements in Phase I; (iii) with respect to the Retail Improvements in Phase II, when final certificates of occupancy have been issued for the Retail Page 3 1915 \010 \9511.2 Exhibit 2 Improvements in Phase 1I; and (iv) with respect to the Required Infrastructure for Phase 11, when the Required Infrastructure for Phase I1 has been constructed and inspected in accordance with City and TxDot standards, as applicable, and as required to obtain final certificates of occupancy for the Retail Improvements or a phased portion of the Retail Improvements in Phase II. "Total Taxable Sales" means the total amount of all sales from which sales and use tax are collected from businesses located in Phase I or Phase II, as applicable, excluding sales occurring at any Dillard's, J.C. Penney Co., Macy's, Sears Roebuck and Co., Barnes & Noble, DSW (Discount Shoe Warehouse), and Ross Dress for Less that locates within the Property and closes any store located within the retail shopping area commonly known as the "Golden Triangle Mall." "TxDot" means the Texas Department of Transportation. "US 380" means U.S. Highway 380. Section 3. Terms of Program Grants for Phase I and Phase II. 3.1. Program Grant for Phase 1. This Agreement shall be effective as of the date executed by both parties. At any time following execution of this Agreement and following Substantial Completion of the Required Infrastructure for Phase I (but not later than January 1, 2013), Grantee may designate the first day of any month to be the Program Effective Date for Phase I by providing written notice to the City at least 60 days prior to the designated Program Effective Date for Phase 1. The City will begin making Program Grant for Phase 1 monthly installment payments on the designated Program Effective Date for Phase I and shall continue to make such monthly installment payments for 240 consecutive months as provided by this Agreement. This Agreement will terminate with respect to the Program Grant for Phase I upon the earlier to occur of (i) the date Grantee has been paid for the full amount of the Eligible Phase I Costs and the Eligible Phase 11 Costs, or (ii) 240 months after the Program Effective Date for Phase I regardless of whether Grantee has been paid the full amount of the Eligible Phase I Costs and Eligible Phase lI Costs. Page 4 1915 \010 \951 1.2 Exhibit 2 3.2 Program Grant for Phase 11. This Agreement shall be effective as of the date executed by both parties. At any time following execution of this Agreement and following Substantial Completion of the Required Infrastructure for Phase 11 (but not later than January 1, 2015), Grantee may designate the first day of any month to be the Program Effective Date for Phase lI by providing written notice to the City at least 60 days prior to the designated Program Effective Date for Phase II. The City will begin making Program Grant for Phase 11 monthly installment payments on the designated Program Effective Date for Phase II and shall continue to make such monthly installment payments for 240 consecutive months as provided by this Agreement. This Agreement will terminate with respect to the Program Grant for Phase II upon the earlier to occur of (i) the date Grantee has been paid for the full amount of the Eligible Phase II Costs, or (ii) 240 months after the Program Effective Date for Phase 11 regardless of whether Grantee has been paid the full amount of the Eligible Phase 11 Costs Section 4. Installment Payments for Program Grants for Phase I and Phase 11. 4.1. Program Grant for Phase I. For each month during the term of the Program Grant for Phase I, the City agrees, subject to the conditions contained in this Agreement, to make a Program Grant for Phase 1 installment payment to Grantee on or before thirty days following the City's receipt from the State Comptroller of the Monthly Sales Tax Report indicating Total Taxable Sales from the businesses located in Phase 1. The Program Grant for Phase I installment payments shall be calculated as provided in Section 5.1 of this Agreement. Issuance of the first certificate of occupancy by the City to any tenant within Phase I shall be a condition precedent to the initiation of Program Grant for Phase I installment payments. Program Grant for Phase I installment payments may be withheld at any time if there are delinquent property taxes on any property owned by Grantee and located in the City, and such installment payments will not be resumed until such delinquency is cured. Notwithstanding anything contained herein to the contrary, if Substantial Completion of the Retail Improvements in Phase I has not occurred on or before January 1, 2013, the City, in its sole discretion, may cease the Program Grant for Phase I installment payments and terminate this Agreement as to the Program Grant for Phase I, and Grantee will refund to the City all Program Grant for Phase I installment payments previously Page 5 1915\0 1 0\9511.2 Exhibit 2 made. In addition, the City, in its sole discretion, may terminate this Agreement as to the Program Grant for Phase I if Substantial Completion of the Required Infrastructure for Phase I has not occurred on or before January 1, 2013. 4.2. Program Grant for Phase I1. For each month during the term of the Program Grant for Phase 1I, the City agrees, subject to the conditions contained in this Agreement, to make a Program Grant for Phase II installment payment to Grantee on or before thirty days following the City's receipt from the State Comptroller of the Monthly Sales Tax Report indicating Total Taxable Sales from businesses located in Phase 11. The Program Grant for Phase II installment payments shall be calculated as provided in Section 5.2 of this Agreement. Issuance of the first certificate of occupancy by the City to any tenant within Phase 11 shall be a condition precedent to the initiation of Program Grant for Phase 11 installment payments. Program Grant for Phase lI installment payments may be withheld at any time if there are delinquent property taxes on any property owned by Grantee and located in the City, and such installment payments will not be resumed until such delinquency is cured. Notwithstanding anything contained herein to the contrary, if Substantial Completion of the Retail improvements in Phase II has not occurred on or before January 1, 2015; the City, in its sole discretion, may cease the Program Grant for Phase II installment payments and terminate this Agreement as to the Program Grant for Phase II, and Grantee will refund to the City all Program Grant for Phase II installment payments previously made. In addition, the City, in its sole discretion, may terminate this Agreement as to the Program Grant for Phase 11 if Substantial Completion of the Required Infrastructure for Phase 11 has not occurred on or before January 1, 2015 Section 5. Calculation of Installment Payments for Phase I and Phase II. 5.1. Program Grant for Phase 1. Program Grant for Phase I monthly installment payments during the term of the Program Grant for Phase I (as set forth in Section 3.1) shall be calculated as 50% of the 1.5% sales tax collected by the City with respect to the Total Taxable Sales from businesses in Phase I as established by the most recent State Comptroller's Monthly Sales Tax Report. The City's obligation to make such payments is contingent upon the City's receipt of the Monthly Sales Tax Report; provided, however, if the State Comptroller ceases to Page 6 19151010\9511.2 Exhibit 2 issue Monthly Sales Tax Reports, the City and Grantee shall cooperate to arrive at a reasonably equivalent and mutually agreeable alternative method of computing the Program Grant for Phase monthly installment payments. Payments of the Program Grant for Phase 1 monthly installment payments will be used FIRST, to repay Grantee for Eligible Phase I Costs up to a maximum of $20 million and THEN to repay Grantee for Eligible Phase lI Costs up to a maximum of $42 million, providing that Phase II installments have been initiated. Any adjustments resulting from overpayment or underpayment of sales tax by a retail business located within Phase I will be reflected in the monthly Program Grant for Phase I installment payment in which such overpayment or underpayment was reported by the State Comptroller. If for any reason the City is required to remit to the State Comptroller sales tax previously collected on reported sales within Phase 1, the next scheduled Program Grant for Phase I installment payment will be adjusted by the amount of overpayment or underpayment. Should the adjustment result in a negative Program Grant for Phase I installment payment due, Grantee will remit the balance to the City within 30 days. 5.2. Program Grant for Phase 11. Program Grant for Phase If monthly installment payments during the term of the Program Grant for Phase II (as set forth in Section 3.2) shall be calculated as 50% of the 1.5% sales tax collected by the City with respect to the Total Taxable Sales from businesses in Phase II as established by the most recent State Comptroller's Monthly Sales Tax Report. The City's obligation to make such payments is contingent upon the City's receipt of the Monthly Sales Tax Report; provided, however, if the State Comptroller ceases to issue Monthly Sales Tax Reports, the City and Grantee shall cooperate to arrive at a reasonably equivalent and mutually agreeable alternative method of computing the Program Grant for Phase 11 monthly installment payments. Payments of the Program Grant for Phase II monthly installment payments will be used to repay Grantee for Eligible Phase 11 Costs up to a maximum of $42 million. Any adjustments resulting from overpayment or underpayment of sales tax by a retail business located within Phase 11 will be reflected in the monthly Program Grant for Phase lI installment payment in which such overpayment or underpayment was reported by the State Page 7 1915 \010\951 1.2 Exhibit 2 Comptroller. If for any reason the City is required to remit to the State Comptroller sales tax previously collected on reported sales within Phase II, the next scheduled Program Grant for Phase II installment payment will be adjusted by the amount of overpayment or underpayment. Should the adjustment result in a negative Program Grant for Phase II installment payment due, Grantee will remit the balance to the City within 30 days. Section 6. Other Grantee Obligations. In consideration of the Program Grant for Phase I and the Program Grant for Phase I1, Grantee agrees as follows: 6.1 The Retail Improvements in Phase I and the Retail Improvements in Phase II shall be designed and constructed in accordance with the Rayzor Ranch Architectural Guidelines. 6.2 In the event of tenant turnover, Grantee shall diligently seek to obtain quality retail tenants that are new to the Denton retail market. However, existing Denton retail businesses shall not be prohibited from leasing retail space at the Property. 6.3 Grantee shall fund the Highway 380 Improvements and shall guarantee funding by providing the City with an irrevocable letter of credit pursuant to the Development Agreement for Rayzor Ranch (US 380). Failure to provide the letter of credit will be a default under this Agreement, and the City may withhold all Program Grant for Phase I and Program Grant for Phase II installment payments until an executed letter of credit is received by the City. Should Grantee receive reimbursement for the Highway 380 Improvements from TxDot, the amount of such reimbursement shall be deducted from the total amount of the Eligible Costs. 6.4 The Property will not be conveyed during the term of this Agreement to any entity whose ownership of the Property would cause the Property to become exempt from ad valorem taxes unless an agreement with the City to ensure a program of payments in lieu of ad valorem taxes has first been agreed upon; provided, however, this Section 6.4 shall not apply to the property designated for the future museum to be located on the Property, or property designated for parks or other public uses, including Cook Children's Hospital and the Denton Municipal Electric substation sites. Page 8 19151010V511.2 Exhibit 2 6.5 Grantee has dedicated within the Property all required right -of -way for the future expansion of Bonnie Brae as a secondary arterial. 6.6 In the event Grantee or any of its affiliates purchases any retail buildings in the retail shopping area commonly known as the "Golden Triangle Mall," Grantee or its affiliate shall offer in writing to sell such buildings to FMP Denton, LLC for: (i) the then fair market value of such buildings as established by a qualified, independent MAI appraiser, or (ii) the amount of any arms - length offer to purchase such buildings received by Grantee or its affiliate from any third -party retail user unrelated to Grantee or any of its affiliates, whichever is greater. Section 7. Audits and Monitoring. From time to time prior to and after the initiation of the Program Grant Installment Payments for Phase I, Grantee will submit statement(s) of Eligible Costs for Phase I expenditures. City will review the statement(s) and within 30 days provide Grantee with a letter, signed by the City Manager or his designee, notifying Grantee that items on the statement(s) are approved or denied as "eligible costs" or requesting additional detail if needed to make the determination of eligibility. From time to time prior to and after the initiation of the Program Grant Installment Payments for Phase II, Grantee will submit statement(s) of Eligible Costs for Phase II expenditures. City will review the statement(s) and within 30 days provide Grantee with a letter, signed by the City Manager or his designee, notifying Grantee that items on the statement(s) are approved or denied as "eligible costs" or requesting additional detail if needed to make the determination of eligibility. During the term of this Agreement, the City reserves the right to conduct audits of the sales and use tax records of businesses located within the Property if, in the sole opinion of the City, such action is determined to be necessary. Grantee agrees upon request to use reasonable efforts to assist the City in obtaining such records from tenant taxpayers. Failure to provide such assistance shall be grounds for default, and City may withhold any Program Grant installment payments until such assistance is provided. During the term of this Agreement, the City will Page 9 1915 \010\951 1.2 Exhibit 2 keep, or cause to be kept, copies of the Monthly Tax Reports and proper and current books and accounts in which complete and accurate entries shall be made of the amount of sales taxes received by the City from the State of Texas attributed to retail sales within both Phase I and Phase II and such other calculations, allocations and payments required by this Agreement. During the term, the City shall prepare within 180 days after the close of each fiscal year of the City, a complete financial statement for such year in reasonable detail covering the above information, and shall furnish a copy of such statement to Grantee. Upon the request of Grantee, and at Grantee's expense, City shall have the annual Program Grant for Phase I and the Program Grant for Phase ii financial statements prepared by an independent certified public accountant. Upon request of Grantee, City shall provide copies of City-records related to the Program Grant for Phase I and /or the Program Grant for Phase II to investors, lenders, or other parties designated by the Grantee. Section 8. Default. If a party fails to perform any of its obligations under this Agreement and such failure is not cured within 30 days after written notice, the failure of the non- performing party to cure within such 30 day period (or to commence to cure if the nature of the failure cannot reasonably be cured within 30 days) shall constitute a default under this Agreement and shall entitle the non - defaulting party to all remedies available at law or in equity (including injunctive relief, specific performance, and suspending or withholding Program Grant for Phase I or Program Grant for Phase II payments); PROVIDED, HOWEVER, NOTWITHSTANDING THE FOREGOING, (i) MONETARY DAMAGES SHALL BE LIMITED TO THE AMOUNT NECESSARY TO ENFORCE SPECIFIC PERFORMANCE OF THE FAILED OBLIGATION; (ii) THE CITY CANNOT TERMINATE THIS AGREEMENT AS TO PHASE I UNLESS (1) SUBSTANTIAL COMPLETION OF THE RETAIL IMPROVEMENTS IN PHASE I DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2013 AS PROVIDED BY SECTION 4 HEREOF, (2) SUBSTANTIAL COMPLETION OF THE REQUIRED INFRASTRUCTURE FOR PHASE DOES NOT OCCUR ON OR BEFORE JANUARY I, 2013 AS PROVIDED BY SECTION 4 HEREOF, OR (3) GRANTEE IS IN DEFAULT OF ITS OBLIGATION TO PROVIDE THE LETTER OF CREDIT AS PROVIDED BY SECTION 6.3 HEREOF; (iii) THE CITY CANNOT TERMINATE THIS AGREEMENT AS TO PHASE II UNLESS (1) SUBSTANTIAL COMPLETION OF THE RETAIL IMPROVEMENTS IN PHASE 11 DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2015 AS PROVIDED BY SECTION 4 HEREOF, (2) SUBSTANTIAL COMPLETION OF THE Page 10 1915101019511.2 Exhibit 2 REQUIRED INFRASTRUCTURE FOR PHASE II DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2015 AS PROVIDED BY SECTION 4 HEREOF, OR (3) GRANTEE IS IN DEFAULT OF ITS OBLIGATION TO PROVIDE THE LETTER OF CREDIT AS PROVIDED BY SECTION 6.3 HEREOF; AND (iv) THE CITY MAY NOT TERMINATE, WITHHOLD OR SUSPEND PAYMENTS, OR TAKE ANY OTHER REMEDY WITH RESPECT TO PROGRAM GRANT FOR PHASE I PAYMENTS OR OTHERWISE RELATED TO PHASE I EXCEPT FOR DEFAULTS RELATED TO PHASE I AND THE CITY MAY NOT TERMINATE, WITHHOLD OR SUSPEND PAYMENTS, OR TAKE ANY OTHER REMEDY WITH RESPECT TO PROGRAM GRANT FOR PHASE II PAYMENTS OR OTHERWISE RELATED TO PHASE II EXCEPT FOR DEFAULTS RELATED TO PHASE II. Section 9. Mutual Assistance. The City and the Grantee shall do all things necessary or appropriate to carry out the terms and provisions of this Agreement and to aid and assist each other in carrying out the terms and provisions of this Agreement Section 10. Indemnity. It is understood and agreed that Grantee in performing its obligations hereunder is acting independently and the City assumes no responsibilities or liabilities in connection therewith to third parties and Grantee agrees to defend; indemnify and hold harmless the City from and against any and all claims, suits, and causes of action of any nature whatsoever arising out of Grantee's obligations hereunder. Grantee's indemnification obligations include the payment of reasonable attorney's fees and expenses incurred by the City in connection with such claims, suits, and causes of action. Section 11. Representations and Warranties by the City. The City represents and warrants that: 11.1 The City is a home rule Texas municipal corporation and has the power to enter into and has taken all actions to date required to authorize this Agreement and to carry out its obligations hereunder; Page 11 191510109511.2 Exhibit 2 1 1.2 The City knows of no litigation, proceedings, initiative, referendum, investigation or threat of any of the same contesting the powers of the City or its officials with respect to this Agreement that has not been disclosed in writing to Grantee; 11.3 The City knows of no law, order, rule or regulation applicable to the City or to the City's governing documents that would be contravened by, or conflict with the execution and delivery of this Agreement; 11.4 This Agreement constitutes a valid and binding obligation of the City, enforceable according to its terms, except to the extent limited by bankruptcy, insolvency and other laws of general application affecting creditors' rights and by equitable principles, whether considered at law or in equity. Subject to the indemnity provided by Section 10 of this Agreement, the City will defend the validity of this Agreement in the event of any litigation arising hereunder that names the City as a party or which challenges the authority of the City to enter into or perform its obligations hereunder. City recognizes that Grantee intends to commence construction and expend substantial monies in reliance upon the accuracy of the representation and warranty of the City as set forth in this Section 11. Section 12. Representations and Warranties by Grantee. Grantee represents and warrants that: 12.1 Grantee is a New York Limited Partnership duly organized and validly existing under the laws of the State of Texas and is, or will prior to the effective date of this Agreement, be qualified to do business in the State of Texas; has the legal capacity and the authority to enter into and perform its obligations under this Agreement; 12.2 The execution and delivery of this Agreement and the performance and observance of its terms, conditions and obligations have been duly and validly authorized by all necessary action on its part to make this Agreement; Page 12 1915\010\951 1.2 Exhibit 2 12.3 Grantee knows of no litigation proceeding, initiative, referendum, or investigation or threat of any the same contesting the powers of the City, Grantee or any of its principals or officials with respect to this Agreement that has not been disclosed in writing to the City; and 12.4 Grantee has the necessary legal ability to perform its obligations under this Agreement and has the necessary financial ability, through borrowing or otherwise, to construct the Improvements. This Agreement constitutes a valid and binding obligation of Grantee, enforceable according to its terms, except to the extent limited by bankruptcy, insolvency and other laws of general application affecting creditors' rights and by equitable principles, whether considered at law or in equity. Section 13. Rights of Lenders and Interested Parties. The City is aware that financing for acquisition, development, and /or construction of the infrastructure and retail improvements required by this Agreement may be provided, in whole or in part, from time to time, by one or more third parties, including, without limitation, lenders, major tenants, equity partners and purchasers or developers of portions of the Property (individually, an "Interested Party," and collectively, "Interested Parties "). In the event Grantee fails to perform any of its obligations under this Agreement, all notices to which Grantee is entitled under Section 8 of this Agreement shall be provided to the Interested Parties at the same time they are provided to Grantee (provided the Interested Parties have previously been identified to the City and provided their notice addresses to the City). If any Interested Party is permitted under the terms of its agreement with Grantee, to cure the event of default and /or to assume Grantee's position with respect to this Agreement, the City agrees to recognize such rights of the Interested Party and to otherwise permit the Interested Party to cure the event of default and to assume all of the rights and obligations of Grantee under this Agreement. The City shall, at any time upon reasonable request by Grantee, provide to any Interested Party an estoppel certificate or other document evidencing that this Agreement is in full force and effect and that no event of default by Grantee exists hereunder (or, if appropriate, specifying the nature and duration of any existing event of default). Upon request by any Interested Party, the City will enter into a separate assumption or similar agreement with such Interested Party, consistent with the provisions of this Section 13. Page 13 1915 \010\951 1.2 Exhibit 2 Section 14. Compliance. This Agreement shall be conditioned upon and subject to compliance with all applicable federal, state and city laws, ordinances, rules and regulations, including, without limitation, all provisions of the Development Code of the City of Denton. Section 15. Limitation. This Agreement shall never be construed as constituting permission or authority for development or construction pursuant to Chapter 245 of the Texas Local Government Code. Section 16. Entire Agreement; Changes and Amendments. This Agreement constitutes the entire agreement of the Parties with regard to the subject matter hereof and supersedes and replaces in their entirety all prior agreements related to the subject matter hereof including, but not limited to, that certain "Economic Development Program Grant Agreement with Allegiance Hillview, LP" executed and effective on or about March 10, 2009, and passed and approved by City Ordinance No. 2009 -064 dated March 10, 2009. Except as specifically provided otherwise in this Agreement, any alterations or deletions to the terms of this Agreement shall be by written amendment executed by both parties to this Agreement. Section 17. Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the Parties, their respective successors and assigns. Grantee may assign all or part of its rights and /or obligations in or to or under this Agreement as related to Phase I and /or Phase II upon written notice to the City of such assignment. If an assignee agrees in writing to be bound by the terms and conditions of this Agreement and executes an amendment to this Agreement, the assignor shall be released as to the obligations assigned but not as to any obligations or liabilities of the assignor to the City that arose prior to the assignment. Section 18. Notice. Any notice and /or statement required or permitted to be delivered shall be deemed delivered five business days after being deposited in the United States mail, certified with return receipt requested, postage prepaid, addressed to the appropriate party at the following addresses, or at such other addresses provided by the parties in writing. Any such notice and /or statement shall also be deemed delivered when delivered by a nationally recognized delivery Page 14 1915101019511.2 Exhibit 2 company (e.g., FedEx or UPS) with evidence of delivery signed by anyone at the delivery address. If to Grantee: Allegiance Hillview, L.P. 1345 Avenue of the Americas - 46`h Floor New York, New York 10105 Attention: Constantine Dakolias, President with a copy to: Allegiance Hillview, L.P. 5221 North O'Connor Boulevard, Suite 700 Irving, Texas 75039 Attention: Andrew Osborne If to the City: City of Denton Attn: City Manager 215 E. McKinney Denton, Texas 76201 Phone: 940.349.8307 Fax: 940.349.8596 With a copy Coto: City of Denton Attn: City Attorney 215 E. McKinney Denton, Texas 76201 Phone: 940.349.8333 Fax: 940.382.7923 Section 19. Venue. The obligations of the Parties are performable in Denton County, Texas, and if legal action is necessary to enforce this Agreement, exclusive venue shall lie in Denton County, Texas. Section 20. Applicable Laws. This Agreement is made subject to the provisions of the Charter and ordinances of City, as amended, and all applicable state and federal laws. Page 15 1915\01019511.2 Exhibit 2 Section 21. Governing Law. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. Section 22. Benefit of Agreement. This Agreement is executed solely for the benefit of the Parties and their successors and assigns, and nothing in this Agreement is intended to create any rights in favor of or for the benefit of any third party. Section 23. Legal Construction/Partial Invalidity of Agreement. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Agreement shall be considered as if such invalid; illegal, or unenforceable provision had never been contained in this Agreement. EXECUTED and effective as of the day of , 2010, by the City, signing by and through its Mayor, duly authorized to execute same by action of the City Council, and by Grantee, acting through its duly authorized officials. F D ,TEXAS MARK A. RURR OUG , MAYOR 9. 4 wab APP OVCAT 0 LEGAL FORM: e-� ANITA BURGESS, CITY ATTORNEY Page 16 1915\0 1 0\9511.2 Exhibit 2 GRANTEE: ALLEGIANCE HILLVIEW, L.P., a New York limited partnership By: TH GP LLC, a Delaware limited liability company, d /b /a TH Denton GP LLC in the State of Texas, its general partner By:_ Name: !'J,, ✓ d5t 8r^e Title: Jgz�3PiaecQ Si�ka�. ACKNOWLEDGMENTS STATE OF TEXAS § COUNTY OF DENTON 5 4 This instrument was acknowledged before me on the /16 — day of 2010, by Mark A. Burroughs, Mayor of the City of Denton, Texas, on behalf of sai " city. o: *R'POO,, JANE E. RICHARD2Texajs + ;' = Notary Public, State oMy Commission Ex June 27, 2013 STATE OF TEXAS § COUNTY OF D&jA § �� &&dbod tary Public, in and for the State of Texas My Commission expires: m &% This instrument was acknowledged before me on the day of -'Tuv%e , 2010, by A-11jrc, the of TH GP LLC, a Delaware limited liability company, d /b /a TH Denton GP LLC in the State of Texas, the General Partner of Allegiance Hillview, L.P., a New York limited partnership, on behalf of the limited liability company and limited partnership. Page 17 1915\0 1 0\951 1.2 Exhibit 2 Notary Public, in and for the State of Texas My Commission expires: 10-31-.2013 DEBORAH VICK Notary Public, State of Texas My Commission Expires October 31, 2013 Page 18 1915\010 \9511.2 Exhibit 2 EXHIBIT A CATEGORIES OF ELIGIBLE IMPROVEMENTS Categories of Eligible Improvements Estimated Costs Hwy 380 Improvements $ 8,133,150 Site drainage 4,720,750 Regional drainage improvements 2,696,750 Internal commercial roads, including water, sewer, streetscapes, plazas and amenities 20,004,064 Scripture Road improvements 675,050 Bonnie Brae improvements 1,271,900 Public Parking garage 6,730,375 Major public infrastructure relocation 2,013,650 Miscellaneous fees /services 5,754,311 Interest during construction on non - residential development 10,000,000 TOTAL $62,000,000 The actual cost of any individual Categories of Eligible Improvements may vary from the Estimated Costs shown on this Exhibit A. Grantee has the right to adjust individual line items of Estimated Costs of the individual Categories of Eligible Improvements so long as the Total of $62,000,000 is not exceeded. Page 19 1915\010\9511.2 Exhibit 2 WIWI METES AND BOUNDS, PART ONE AND'PART TWO 410.28 ACRES i(TOTAL) FRANCIS BATSON SURVEY, ABSTRACT NO. 43 B.B.B. A C.R.R. COMPANY SURVEY, ABSTRACT NO. 192 CiTY "OFDENTON, DENTON_COUNTY, TEXAS PART ONE BEING a tract of land situated in the Francis Batson Surrey, Abstract No. 43, in the City of Denton. Denton Gouniy, Texas, being nil of a called - 121.4759 acre tract (descrlptlon of Shepherd Hall Tract, Tract 2). described in dead to Donton Hiliviow. L.P., recorded in Denton County Clerk's Fita No! 2005. 127450 of the Real Property Rocord5 or Denton County, Texas, all of a coiled 0.2254 sera tiad:(Traci 1), a cailed-2.1017 acre tract (Tract 2) and a colle&Z2200 acrd tract (Tract 3) described in dead to Cluantum at Denton Self Storage. -L.P.. recorded in Volume 5029; Pape 01847 of the Real Property Records of Denton County, Texas,_ part of a called 18.269 acre tract, described'in dead to Denton Progeny Joint Venture, recorded in Danten County Clark's File No. 00- RO101370 of the Real Property Records of Oanton County, Texas, all of a railed 2.999 acre tract, described in dead to Do Hall Proporties. Ltd., rocordod in Denton County CiarWs File No: 2005.40231 of the Real Property Records or Donlon County, Taxes, being part of a called 8.9217 acre tract of . land described in Deed to Mesquite Croak Development. Inc., recorded in Volume 4562. Page 0683 of the Real Property Records of Denton County, Taxes, and all of Lot 1 of SANDY. ADDITION. an addition to tho City of Denton. Denton County, Texas, according to the plat thereof recorded in Volume 13, Pape 47 and Cabinat J. Slide 348 of the Plat Records of Denton County, Texas, and being more poftularty described by metes and bounds as fcIlaws. BEGINNING at a 112•inch Iron rod round for the north end of a comer Clip at the intersection of the north right -ef -way line of West University Drive (U.S. Highway No: 350, b 100.20 foot wide pubEc right-of-way) and the west right -of -way IUe of Bonnie Brae Sliest (a variable width public tight- of4way) far the most aaslefty southeast comer of the boforementionad Lot- t of SANDY ADDITION: THENCE with the comer clip, South 45'4344' Wast.,a distance of 90.93 feet to a 314 -inch iron rod found for comer, THENCE with the north right -of- -way line of West University Drive, the following courses and distances to wit: -North 69.07'28' West, a distance of 773.40 fast to a 518 -Inch iron rod. with 'KHA" cap set for comer, , -North 66'5626" West, a distance of 1161.77 foes to a1l2 -inch iron rod found for the southeast comer of ` Ow called 8.9217 acre tract: THENCE leaving the north right -of -way line of West University Drive with 1110 east lino of the 8.9217 sera tract. North 00`23'40' East. a distance of 276.40 feel to a point (or comer, THENCE crossing the Gaited 8.9217-acre IratJ, the fotiawing courses and distances to wit. - -North 89't0'62" West, a distance of 227.61 feet to a point for comer. -North 00150135' East. a distance of 80.1119 feet to a point for comer -Worth' 69'0026' West, a distance of 2.00.00-foot to a point iorcorner In the east ilno of Lot i..Slock A of PORTERJANDRUS ADDITION, an addition to the City of DenWn; Denton County, Texas, according to the Plat iheroof recorded in Cabinet O, Slide 45 of the Plat Records of Donton County, Texas; - Pago 1 or 6 Exhibit 2 THENCE whir the east tine of Lot 1, Bieck A and the east fine of Lot 2, Block A of POA1tFVANDRUS ADDITION, an addition to the City of- Denton. Denton County, Taxas, according to the plat thereof recorded In Cabinet V. Slide 1156 of the Plat Records of Denton County, Texas, North 00'59'47' West, a distance of 217.71 foot to a 518 -Inch fron rod with 'KHA' cap set for the raftest comer of Lot 2,' Block A; •THENC£ with the north and wail lines of Lot 2, Block A; lira following eoulmos and distances to cull: –North 88'42'36' West, a distance of 400.01 fool to a 610dnch Fran nod with 'KHA' cap sal for ember, – South 01'Z8'09"•Wast, a dislanea of 28.89 feet to a 518 -Inch Iron rod with 'KW cap sat for the northeast comer of tot 1 R. 81ock 1 of ALVIN AND CHARLOTTE WHALEY ADDITION, an addition to the City of Denton, Donlon County. Texas, according to.ths platthereof retorted In Cabinet I, Saida 148 of the Plat Records of Denton County, Toms; THENCE leaving the west lino of Lot 2, Block A of PORTERJANDRUS ADDITION with the north line of Lot 1R. Block I of ALVIN AND CHARLOTTE WHALEY ADDITION, North 06'31'20' West; e distance of 399.39 feet to a 518 -Inch iron rod with 'KHA' cap eat in the nortiwasiariy dat-d- vtty line Interstate Higinvay No. 35 (a variable width public right- oFway) for the most northerly northwest corner of tot iR, Block / of ALVINAND CHARLOTTE WHALEY ADDITION; .THENCE leaving the north line of Lot iR, Block t of_ALVIN AND CHARLOTTE IiWIALEY ADDITION with the northeasterly right•af -way line interstate HighwayNo. 35, North i6'OT54' Weal, a distance of 632.67 toot to a 518-Inch iron rod with 'KHA' cap sot for the southwest comer of Lot 14 of GREENWAY CLUB ESTATES: an addition to the Cftyof Donlon, Donlon County, Texas. aecordJng to the plat thereof recorded in Volume 4. Page 27 of the Plat Records of Denton Camty, Texas; THENCE leaving the northeasterly right-ot -way fine Interstate Highway Na 35 with the south and east tines of GREENWAY CLUB ESTATES, the following courses and distances to Wt: –North' 73'164* East. a dlsiancb-of 810.79 feet to a_ 5184nch Ion tad wilh'KNA' cap sot for the beginning of a curve to the right; – Easterly, with the curve in the right, through a central angle of 16'47'40', having a radius of 345.00 rant, and chord bearing and distance of Nonh:81'39'03" East, 100.76 teat, an arc distance of 101.13 test to a 516. Inch iron rod with 'KHA" cap set for U* mid of the curve; –Nonh 80'58'43" East, a-distance of 364.46 fool to x518 -Inch iron rod wiih'KHA" cap set for comer; –Nosh 00.57'04" Wait, o disianco of 450.70 foot to a 5t8 -inch iron rod with'KHA' cap set for the southwest comer of Lot 1, Block 10 of WESTGATE HEIGHTS, an add21an to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet E, Slide 78 of the Plat Records of Denton County, Texas; THENCE faaving tho cast line of GREENWAY CLV0 ESTATES with the south and east lines of WESTGATE 8 HEIGHTS. the following aoursis srnd distances to wit - –North 09'3737' East, a distance of 40.23 feet to a 5t8 -inch iron rod with 'KHA" cop set for comer, –South 87'34'57' East, a distance of 1042.99 foal to a 518•indt Iron rat with 'Kt Ui' qp eel for cornier, d –North 0013757' East, a distance of 310.04 feel to a 5184nch Iron rod with'KHA' cap set foriho most c northerly northwest corner of the b©foramantlorwd 121.4759 scm trod o a° THENCE leaving the oast line of WESTGATE HEIGHTS with the north line of the 121.4759 aae tract. South e 09'13'56' East. o distance of 2067.29 feel to a 5184nch fton rod with 'KHA' cap set in the wrest right•cf -way g lino of Bonnie Bree Street: '§ E uv Page z of 0 ^— R k Exhibit 2 THENCE leaving the north tine of the 121.4759 acre tract with the west right- cf•way Tins of Bonnie Bras Street. the following-courses and't:istartces town; -South 001371101i Wast..e distance of 1485.38 foot to a 610 -Inch Iron rod wtih'f(W cup set for comer, —South 00'26'45' West, a distance of 556.70 feel Who POINT OF BEGINNING and containing 153.37 acres of land. Bearing system based upon Texas State Plane Coordinate System, using momments- R0510166 AND R0610060. PART TWO BEING a tract of land situated in the B.B.B. $ C.R.R. Company Survey, Abstract No. 192. In the City of Denton, Denton County, Togas; being part of a called 265.6365 acre tract of land (dascription of Stiepha.M Hall Tract. Tract 1(, described In deed to Denton Hillview, L.P., recorded In Denton County Cioric's File No. 200x•127450 of the Real Property Records of Denton County, Texas, arxi all of Lot 3 of LOTS 1.2.6,3 PEARCYiCHRISTON ADDITION No. 1. an addition to the City of Denton, Denton County; Texas, accordinp.to the plot thereof recorded in Cabinar B, Slide 34 of the Plat Records of DentonCcunly, To=, and being morn particularty described by metes and bounds as follows. BEGINNING at a 518 -inch Iron rod found In the south-Fight-ol- way line of West University Drive (U.S. Highway No. 380, a 100.20 foot Wide public right -at -way) for ltte.northerty common canner of Lets 2 and 3 of tho beforementionod LOTS 1,2,8,3 PEARCYICHRiSTON ADDITION; THENCE leaving the south right -af -way line of West University Drive with the common fine of Wis 2 and 3, South 01'00'28' Wost, a distance Of 600.00 (e01 to a 5184nch iron rod found for the routtmrly common comer of Lots 2 and 3; THENCE leaving the common lino of Lots 2 and 3 with the south lines of Lot 2 and lot t-C of LOTS 1 -A, 1 -B. 1 -C PEARCYICHRISTON ADDITION No. 1, an addition to the City of Denton, Denton County, Texas, , according to the peal thereol recorded in Cabinet L. Slide 108 of 4io Plat Records of Denton County, Texas. South 89'0e'34' East, passing the southeast comer of Lot 1=C at a distance 017.11.59 feat 2nd continuing for a total distance of 730.60 feet to a 5t8 -Inch iron iod found In the west right -of -way fine of Bonnie Brae Street (a g variable width public right-al-way) for the most easterly norituml comer of the baforemmuioned'265.6365 1 . ouo fracl; THENCE with the west right -of -way lino or Bonnie SM9 street, the following courses and distances to wit_ W " —South 00'58'54 "West, a distance of 1-038.01, feet to a 518 -inch iron tied with 'KW cop set for comer; 00'40'51 West, a distance of 1175.56 feat to a 518 -both iron rod with -KHA' Clip set for the es ' 81 - -South b ©ginning of a, curve to the right;' -- Southwesterly; with the curve to the right, Ououah a control angto of 45'01'58°, having ti radius of 321.07 foot, and chord bearing and distance of -South 23'19'47' Wash. 245.81 foal, an arcdistanco of awe to the left; 252.35 feel; to a 5184nch Iron rod found for the beginning of a reverse —Southwesterly. with the the curve to the left, lhrough o central angle of 57'31'56', towing a radius of g 392:01 teal, and chord boaring and distance of South 17'04.48' West`377.30 foot, an arc dlafance of 393.63 foot to a5/0-Inch lmti rod -found fortho acd ofthe curvo; =South t t'4Y10' East,: a dlstanco:of 10.57 fool lto a 5f0 -Ind, Ircm rod found fa the north and of a Wmar clip at the into section of tho'north right -of -way line of Scripture Street (a variable, width public o tight-of-way) and the wrist right- of- way'lln a of Bonnie amo Stmot; - THENCE with Iho comor clip, South 39'33'50' West, a distanco of 11.48 feet to a FJ8 -inch iron rod found for the south and of the comer dip; Pago3of6 Y�tiL] oil AMMUM I- Exhibit 2 THENCE with the north right -of -way line of Scripture Street, North 08'58'00' Wasi, a distanoo of 1265.16 feet to a 5MInch Iron rod found In the south lino of the 265.8365 acre trod: THENCE leaving the north right -of -way line of Scripture Street; the following cows" and dislanotts towit: —North 01'02.00' East, a distance of 500.06 -teat to a 516-inch Iron rod found for comer, —North 00'50'00` Wost, a distance of 761.56 feel to a 541rch Irrin rod found for comer, —South 01'02100' West, a.drstance or 500.06 feet la a 5f0 -inch iron rod found in the nonh ilghl- or -wa"y line of SCAPIUra Street; THENCE with the north right -of -way line of Scripture Street, the following Nurses and distances to wit: —North 88'58'00' West, a distance of 318A41oof to a 5184nch Iran rod.vrilh "KHA' cap set for corner North 08'48'26' West, a distance of 41.73 foot to a 5184nch iron rod found in tho nonhaaslarly right- of.way line fnterstato Highway No. 35 (a vaiiable width public right - of -►vay) and the north right-of-way Lino of Scripture Street for the most southoriy southwest comer of the 256.6365 acre tract; THENCE with the noNieastarly.right -of uiay line Interstate Highway No. 35. the following courses and distances to wit —North 15150'30• West, a distance. of 38.32 :feet to a 518 -inch Iran rod wtth'KHA' cap set for comer —North 16'24'00• West, a distance o(3494.36 feet to a 518 -Inch Iran red found for comer, —North 14'60'06" East, o distance of 171.01 feet to a 3-Inch i;rass disk in concrele7aund for comer, —North 46'04`12' East, a distance of 303.95 feet to a 5t8 -Inch Imn rod found far ocrrer; —North 60'32'22' East, a distance of 114.22deol to a S /Wrich Yon rod found for comer, =North 00'5875' East; a distanco.of 13.09 fool to a Concrete monument found in the south right- of-way One of West University Drive;_ THENCE leaving the northeasterly right -of- -way line Interstate Highway No. 35 with Uw south right-of-way One OF West University Drive, the fotiowrtg courses and distances towil: —South 00'56.20' East, a distance of 2440.00 foot to a 518•inch Iron nod with "KW cap set for comer, —South 09'01'07' East, a distance of 117.72 fool to the POINT OF BEGINNING and containing 256.91 acres of land. 06arieg system based upon Texas State Plane Cooielinate System, ursing monuments R0610108 AND R0810060. This document was prepared under 22 TAC 5663.21, does not reflect the results of an on the ground survey, and is not to be used to convoy or establish Interests in real property except those rights and Intomsts 6rnpiled or established by the creation or rsconfiguratlon of the boundary of the political strtadivislon far which it was prepared. Page 4 of e I COQ ��W I I y 411 Exhibit 2 PART ONF- 953.37ACRES FRANCIS BATSON SURVEY, ABSTRACT X0.43 CITY OF DENTON, DENTON COUNTY, TEXAS lop d .3 . �. tiBGINMNG (PARroNE) P'OIMOF K sy Q d tl� V� ■ F - 4 T w • � � 153.37 ACRES ,� q • ' Lssoo•no. or oo►�.+rowu s.n ltzrcf s� err�o. attM[x g j; ou►.w. u,aa tnAAC nes _ �� I _ H:1t7 u1N �s r Darr u . iL7A"M.wJ�i rYt - XL iCII4 ►C CN7 . . NQJ77'OTi - - auri ucrv.s C 33 �w..n:•.�i :1.� � tl _ 3T n pF Aia A srr 1.0% 14x91 rr v � _ , uv" M. rw - 1/}..P ✓ri A� sail r b B18 a ° ff Win SCAM �a 1 -inch 500 R p 4. �d Page 5 of 6�� `m" adadtnis V% N211 kh N W. E wee S SCALr-- I Inch 600 IL Exhibit 2 PART -TWO,-256.91 ACRES B.B.B. & C.R.& COMPAWSURVEY, ABSTRACT JV0. 192 CrrY OF DFMTON, DENTON COUNTY, TEXAS pirge 5 of 6 clon mzo=.- I Exhibit 3 \ \codad \departments \legal \our documents \ordinances \lobed- allegiance 380 amendment. docx ORDINANCE NO. 2010 -210 AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING AN AMENDMENT TO AN ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT DATED JUNE 15, 2010 BETWEEN THE CITY OF DENTON AND ALLEGIANCE HILLVIEW, L.P.,WHICH WAS DULY ASSIGNED, IN PART, TO RED RAYZOR RANCH, LLC; AND PROVIDING AN EFFECTIVE DATE, THE COUNCIL OF THE CITY OF DENTON, TEXAS HERBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to execute an Amendment to Economic Development Program Grant Agreement (the "Amendment), in substantially the form of the Amendment which is attached hereto and made a part of this ordinance for all purposes. SECTION 2. The City Manager, or his designee, is authorized to exercise the City of Denton's rights and duties as set forth in the Amendment. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the (.ZIA day o 52010. i (MARK AB G , MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY :V APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY MW i Exhibit 3 STATE OF TEXAS COUNTY OF DENTON FIRST AMENDMENT TO ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH ALLEGIANCE HILLVIEW, L.P. THIS FIRST AMENDMENT TO ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH ALLEGIANCE HILLVIEW, L.P. (this "Amendment ") made and entered into as of the vday of September, 2010, but effective as of July 30, 2010, by and among ALLEGIANCE HILLVIEW, L.P., a New York limited partnership ( "Grantee "), DB DENTON II LLC, a Delaware limited liability company ( "Assignee "), and the CITY OF DENTON, TEXAS, a Texas municipal corporation (the "City"), is based upon the following: A. On June 15, 2010, Grantee and the City entered into a certain Economic Development Program Grant Agreement with Allegiance Hillview, L.P. (the "Agreement "). B. Pursuant to the terms of that certain Assignment and Assumption Agreement, dated as of July 30, 2010, between Grantee and Assignee, a fully executed copy of which is attached to and made a part of this Agreement as Exhibit A (the "Assignment and Assumption Agreement "), Grantee assigned to Assignee, and Assignee accepted from Grantee, all of Grantee's right, title and interest in and to the following arising under the Agreement: (i) all obligations of Grantee with respect to Phase II (as defined in the Agreement) as set forth in the Agreement, including, but not limited to, those obligations set forth in Section 6 of the Agreement which are now the sole obligation of Assignee, (ii) the Program Grant for Phase II (as defined in the Agreement) and (iii) the rights of "Grantee" to payments of the Program Grant for Phase I (as defined in the Agreement) monthly installment payments pursuant to, in accordance with and subject to the terms of the last sentence of the first paragraph of Section 5.1 of the Agreement after Grantee has received Twenty Million and no /100ths Dollars ($20,000,000.00) in such payments, provided, that the Phase II monthly installment payments have been initiated (collectively, the "Phase II Rights and Obligations "). In connection therewith and as set forth in the Assignment and Assumption Agreement, Assignee agreed to (1) be bound by the terms and conditions of the Agreement as it relates to the Phase II Rights and Obligations, and (2) timely perform all of the Phase II Rights and Obligations pursuant to and in accordance with the terms, provisions and conditions of the Agreement. C. Pursuant to Section 17 of the Agreement, Grantee has the right to be fully and completely released from all of the Phase II Rights and Obligations as a result of such assignment and Assignee's agreement to (i) be bound by the terms and conditions of the Agreement as it relates to the Phase II Rights and Obligations and (ii) timely perform all of the Phase II Rights and Obligations pursuant to and in accordance with the terms, provisions and conditions of the Agreement. Exhibit 3 D. Grantee and the City desire to amend the Agreement to effectuate the release of Grantee from the Phase II Rights and Obligations as set forth below. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Grantee, Assignee and the City agree as follows: 1. Grantee and Assignee represent and warrant to the City that the Assignment and Assumption Agreement has been fully executed and is in full force and effect. 2. Assignee hereby agrees to (i) be bound by the terms and conditions of the Agreement as it relates to the Phase II Rights and Obligations, and (ii) timely perform all of the Phase lI Rights and Obligations pursuant to and in accordance with the terms, provisions and conditions of the Agreement. 3. Grantee is hereby fully and completely released from all of the Phase II Rights and Obligations; provided, however, that Grantee is not released from any obligations or liabilities of Grantee to the City under the Agreement for Phase I (as deemed in the Agreement). Grantee is not released from any obligations or liabilities of Grantee to the City under the Agreement for Phase II based solely upon acts or events which occurred prior to the date of the Assignment and Assumption Agreement. 4. To the extent of any inconsistency between the terms and provisions of this Amendment and the Agreement, the terms and provisions of this Amendment will control. Except as amended by this Amendment, all of the terms, covenants and conditions of the Agreement are in full force and effect and the Agreement is hereby ratified and confirmed. 5. This Amendment will be binding upon and will inure to the benefit of the parties to this Amendment and their respective successors and permitted assigns. 6. This Amendment may be executed in one or more counterpart copies, all of which will constitute and be deemed an original, but all of which together will constitute one and the same instrument binding on Grantee, Assignee and the City. Delivery by facsimile or electronic mail of this Amendment or an executed counterpart hereof will be deemed a good and valid execution and delivery hereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURES APPEAR ON NEXT PAGE.] 2 Exhibit 3 Grantee, Assignee and the City have executed this First Amendment to Economic Development Program Grant Agreement with Allegiance Hillview, L.P. on the day and year first above written. GRANTEE: ALLEGIANCE MLLVIEW, L.P., a New York limited partnership TH GP LLC (d/b /a TH Denton GP LLC, in the State of Texas), a Delaware limited liability company Its: By: Nar Its: ACKNOWLEDGMENT STATE COUNTY OFiti ) This instrument was ACKNOWLEDGED before me on � %/ 3p 2010, by Maw4,c19�1 , the C • D- 6 of TH GP LLC (d/b /a TH Denton GP LLC, in the State of Texas), a Delaware limited liability company, the general part r of Allegiance Hillview, L.P., a New York limited partnership, on behalf of such limited partriip, [SEAL] My Corn issi Expires: OAKLAND. 1866310.4 3 Public Printed Name of Notary Public THOMAS SANTORA Notary Public, State of New York No.01SA6191079 Qualified in New York County Commission Expires Aug. 4, 2012 Exhibit 3 [SIGNATURE PAGE TO FIRST AMENDMENT TO ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH ALLEGIANCE HILLVIEW, L.P.] ASSIGNEE: DB DENTON II LLC, a Delaware limited liability company By: DB Denton Holdings LLC, a Delaware limited liability company Its: Sole Member By: RED Rayzor Ranch, LLC, a Delaware limited liability company Its: Managing Member By: 01� Michael Ebert Its: Manager ACKNOWLEDGMENT STATE OF L— ) r COUNTY OF This instrument was ACKNOWLEDGED before me on , 2010, by Michael Ebert, the manager of RED Rayzor Ranch, LLC, a Delaware limited liability company, the managing member of DB Denton Holdings LLC, a Delaware limited liability company, the sole member of DB Denton II LLC, a Delaware limited liability company, on behalf of such limited liability company. W-Notary RAMONA ZAPUSIAS Public state of Arizona Maricopa County My Commission Expires February 03, 2013 [SEAL] My Commission Expires: OAKLAND.] 866310.4 4 ��, I-- Notary Public Printed Name of Notary Public Exhibit 3 [SIGNATURE PAGE TO FIRST AMENDMENT TO ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH ALLEGIANCE HILLVIEW, L.P.] CITY: CITY OF DENTO TE George C. ampbell, City Manager ACKNOWLEDGMENT STATE OF TEXAS ) COUNTY OF DENTON ) This instrument was ACKNOWLEDGED before me oA���e 2010, by George C. Campbell, City Manager of the City of Denton, City of Denton, Texas. Notary Public Printed Name of Notary Public [SEAL] My Commis ion Expires: ��� BY FU %�., JENNIFER K. WALTERS �'= °1* A`'� = Notary Public, State of Texas ' i. = My Commission Expires N'. �4r!,�1f OF S�```�� December 19, 2010 �h4una� APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY z BY: OAKLAND. 1866310.4 Exhibit 3 EXHIBIT A Assignment and Assumption Agreement [See attached.] OAKLAND. 1866310.4 Exhibit 3 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment "), is entered into as of July 9, 2010 by and between Allegiance Hillview, L.P., a New York limited partnership ( "Assignor "), and DB Denton H LLC, a Delaware limited liability company ( "Assignee "). Assignor and Assignee are referred to herein individually as a "Party" and collectively, as the "Parties ". WHEREAS, Assignor has agreed to assign and transfer to Assignee all of Assignor's right, title and interest in and to the following arising under that certain Economic Development Program Grant Agreement with Allegiance Hillview, L.P., dated as of June 15, 2010 (the "380 Grant "), by and between Assignor and the City of Denton, Texas, a Texas municipal corporation (collectively, the "Phase II Rights and Obligations "): (a) all obligations of Assignor with respect to Phase H as defined and set forth in the 380 Grant, including, but not limited to, those obligations set forth in Section 6 of the 380 Grant, which shall be the sole obligation of Assignee, (b) the Program Grant for Phase II as defined and set forth in the 380 Grant and (c) the rights of "Grantee" to payments of the Program Grant for Phase I (as defined and set forth in the 380 Grant) monthly installment payments pursuant to, in accordance with and subject to the terms of the last sentence of the first paragraph of Section 5.1 of the 380 Grant after Assignor has received Twenty Million and no /100ths ($20,000,000.00) in such payments, provided, that the Phase II monthly installment payments have been initiated; and WHEREAS, Assignor desires to assign to Assignee, and Assignee desires to accept from Assignor and assume, all of the Phase II Rights and Obligations upon the terms and conditions set forth in this Assignment and the 380 Grant. NOW, THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, Assignor and Assignee hereby agree as follows: 1. Assignor hereby conveys, transfers and assigns to Assignee all of the right, title and interest of Assignor in and to the Phase II Rights and Obligations. 2. Assignee hereby accepts the assignment, transfer and conveyance of all the right, title and interest of Assignor in and to the Phase II Rights and Obligations, and Assignee assumes, undertakes and agrees to (a) be bound by the terms and conditions of the 380 Grant as it relates to the Phase II Rights and Obligations, and (b) timely perform all of the Phase H Rights and Obligations pursuant to and in accordance with the terms, provisions and conditions of the 380 Grant. 3. Assignor shall indemnify, defend, and hold Assignee harmless from and against any and all claims, judgments, liabilities, damages, injuries, losses, costs, and expenses whatsoever (including reasonable attorneys' fees and disbursements) which Assignee may incur, or which may be claimed against Assignee, by reason of (a) any breach or alleged breach of any of the Phase II Rights and Obligations occurring prior to the date hereof, and/or (b) any obligation owed by, or any liability incurred by, Assignor with respect to any of the Phase II Rights and Obligations accruing, or arising out of actions which occur, prior to the date hereof. Assignee shall indemnify, defend, and hold Assignor harmless from and against any and all claims, judgments, liabilities, damages, injuries, losses, costs, and expenses whatsoever (including reasonable attorneys' fees and disbursements) which Assignor may incur, or which may be claimed against Assignor, by reason of (i) any breach or alleged breach of any of the Phase II Rights and Obligations occurring from and after the date hereof, and/or (ii) any obligation owed by, or any liability incurred by, Assignee with respect to any of the Phase II Rights and Obligations accruing, or arising out of actions which occur, from and after the date hereof. OAKLAND. 1868952.7 Exhibit 3 4. Nothing in this Assignment, express or implied, is intended or will be construed to expand or defeat, impair or limit in any way the rights, obligations, claims or remedies of the Parties at law or in equity. 5. Nothing in this Assignment, express or implied, is intended or will be construed to confer upon, or give to, any person, other than Assignor and Assignee, any rights, remedies, obligations or liabilities. 6. This Assignment inures to the benefit of and is binding upon Assignor and Assignee and their respective successors and assigns. From and after the date of this Assignment, (a) Assignor agrees that Assignor will not modify or amend, nor take any action to modify or amend, the 380 Grant with respect to any of the Phase II Rights and Obligations and (b) Assignee agrees that Assignee will not modify or amend, nor take any action to modify or amend, the 380 Grant with respect to Phase I (as defined and set forth in the 380 Grant) or the Program Grant for Phase I (as defined and set forth in the 380 Grant). 7. Assignor and Assignee hereby agree to execute any additional documents or instruments as the other may reasonably request to carry out or give effect to this Assignment. In such regard, Assignor and Assignee acknowledge and agree that as soon as reasonably practicable after the date of this Assignment they will submit to the City of Denton, Texas (the "QLty") a signed original First Amendment to Economic Development Program Grant Agreement with Allegiance Hillview, L.P. in form and content attached to and made a part of this Assignment as Exhibit A (the "Amendment ") in order to have Assignor released from all of the Phase II Rights and Obligations under the 380 Grant pursuant to the terms of Section 17 of the 380 Grant. Assignor and Assignee will each use their commercially reasonable efforts to have the City execute the Amendment as soon as reasonably practicable after the date of this Assignment. 8. This Assignment may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together shall constitute one and the same instrument. 9. A signature to this Assignment delivered by telecopy or other electronic means will be deemed valid and as effective as delivery in person. 10. This Assignment shall be governed by and construed in accordance with the laws of the State of Texas. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURES APPEAR ON NEXT PAGE.] OAKLAND.] 868952.7 2 Exhibit 3 Each of the Parties has caused this Assignment and Assumption Agreement to be duly executed and delivered by its duly authorized representative as of the date first written above. ASSIGNOR: ALLEGIANCE HILLVIEW, L.P., a New York limited partnership By: TH GP LLC (d/b /a TH Denton GP LLC, in the State of Texas), a Delaware limited liability company Its: General Partner By: _ Name: Its: OAKLAND. 1868952.7 OPERATING OFFICER {W0199362.DOC;} OAKLAND. 1868952.7 Exhibit 3 [SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT BY AND BETWEEN ALLEGIANCE HILLVIEW, L.P. AND DB DENTON II LLC] ASSIGNEE: DB DENTON II LLC, a Delaware limited liability company By: DB Denton Holdings LLC, a Delaware limited liability company Its: Sole Member By: RED Rayzor Ranch, LLC, a Delaware limited liability company -2- Its: Managing Member By: Michael Ebert Its: Manager Exhibit 1 •+ • • IMEA AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING A SECON AMENDMENT TO AN ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMEN DATED JUNE 15, 2010 BETWEEN THE CITY OF DENTON AND ALLEGIANC.11 HILLVIEW; AND PROVIDING AN EFFECTIVE DATE. SECTION 1. The City Manager, or his designee, is hereby authorized to execute a Second Amendment to Economic Development Program Grant Agreement (the "Second Amendment "), in substantially the form of the Second Amendment which is attached hereto and made a part of this ordinance for all purposes. SECTION 2. The City Manager, or his designee, is authorized to exercise the City of Denton's rights and duties as set forth in the Amendment. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. ' q PASSED AND APPROVED this the day of m. 2014. MARK A. BURRO' 1 jil1S vrYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY Exhibit 1 STATE OF TEXAS COUNTY OF DENTON SECOND AMENDMENT TO ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH ALLEGIANCE HILLVIEW, L.P. This Second Amendment to Economic Development Program Grant Agreement ith Allegiaiwe Hillview, L.P. (this "Second Amendment ") is made and entered into as of the �ilay of�la , 2014, by Allegiance Hillview, L.P., a New York limited partnership ("G ratite`e Denton II LLC, a Delaware limited liability company ( "Assignee "), and the City of Denton, Texas, a Texas municipal corporation (the "City "), Grantee, Assignee, and the City are individually referred to as a "Party" and collectively as the "Parties." WHEREAS, on June 15, 2010, Grantee and the City entered into that certain Economic Development Program Grant Agreement with Allegiance Hillview, L.P. (the "Agreement "); WHEREAS, on September 14, 2010, Grantee, Assignee, and the City entered into that certain First Amendment to Economic Development Program Grant Agreement with Allegiance Hillview, L.P., (the "First Amendment "), which First Amendment approved the assignment of certain right, title, and interest of Grantee in and to the Agreement to Assignee; WHEREAS, capitalized terms used but not defined in this Second Amendment shall have the meanings given to them in the Agreement and the First Amendment; and WHEREAS, the Parties desire to further amend the Agreement and the First Amendment to expand the categories of Eligible Improvements, to increase the total cost of the Eligible Improvements, to approve Eligible Phase I Costs and Eligible Phase II Costs, to expand the definition of Total Taxable Sales, to define Retail Improvements in Phase II to include "Initial" and "Additional" improvements, and to extend the Program Grant for Phase II. NOW THEREFORE, for good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Parties agree to amend the Agreement and First Amendment as follows: 1. Revised Definitions a. Eligible Improvements and Eligible Costs. The term "Eligible Improvements" is revised to mean any improvements included within the Categories of Eligible Improvements identified on Exhibit A to this Second Amendment. The maximum Estimated Cost for the Eligible Improvements shown on said Exhibit A is increased to $68,000,000. Payments of the Program Grant for Phase I monthly installment payments shall be used FIRST to repay Grantee for Eligible Phase I Costs up to a maximum of $20,000,000 and THEN, if Program Grants for Phase Exhibit 1 II have been initiated by the Assignee, to repay Assignee for Eligible Phase II Costs up to a maximum of $21,000,000.00 upon Substantial Completion of the Initial Retail Improvements in Phase II and up to an additional $27,000,000.00 upon Substantial Completion of the Additional Retail Improvements in Phase II. b. Required Infrastructure for Phase Il. The term "Required Infrastructure for Phase 11" is revised in its entirety as follows: "Required Infrastructure for Phase II" means the road and public utility infrastructure required to obtain final certificates of occupancy for the Initial Retail Improvements in Phase II or the Additional Retail Improvements in Phase II, as applicable [ including but not limited to the portion of Heritage Trail located within Phase 1I). C. Substantial Completion. The term "Substantial Completion" is revised in its entirety as follows: "Substantial Completion" means: (i) with respect to the Retail Improvements in Phase 1, when final certificates of occupancy have been issued for the Retail Improvements in Phase I; (ii) with respect to the Required Infrastructure for Phase I, when the Required Infrastructure for Phase I has been constructed and inspected in accordance with City and TxDot standards, as applicable, and as required to obtain final certificates of occupancy for the Retail Improvements or a phased portion of the Retail Improvements in Phase I; (iii) with respect to the Initial Retail Improvements in Phase I1, when final certificates of occupancy have been issued for the Initial Retail Improvements in Phase II; (iv) with respect to the Required Infrastructure for Phase II for the Initial Retail Improvements in Phase II, when such Required Infrastructure for Phase II has been constructed and inspected in accordance with City and TxDot standards, as applicable, and as required to obtain final certificates of occupancy for the Initial Retail Improvements in Phase II; (v) with respect to the Additional Retail Improvements in Phase 1I, when final certificates of occupancy have been issued for the Additional Retail Improvements in Phase II; (vi) with respect to the Required Infrastructure for Phase lI for the Additional Retail Improvements in Phase II, when such Required Infrastructure for Phase II has been constructed and inspected in accordance with City and TxDot standards, as applicable, and as required to obtain final certificates of occupancy for the Additional Retail Improvements in Phase II. d. Program Grant for Phase I1. The reference to "240 consecutive monthly payments" in the definition of "Program Grant for Phase 11" is amended to be "300 consecutive monthly payments ". 2. Approved Eligible Costs. The categories and costs for Eligible Improvements will be reviewed by the City's Engineering, Real Estate, and Economic Development staff based on information provided by Grantee. The Eligible Costs acknowledged by this Second Amendment include, but are not limited to, Eligible Costs in the amount of $24,146,498 for Phase I (north of Highway 380) and $15,930,322 for Phase II (south of Highway 380) for a total of $40,076,820 as approved July 12, 2010, by letter from Linda Ratliff, Director Economic Development, to Allegiance Hillview, L.P., regarding "Rayzor Ranch Chapter 380 Agreement — Eligible Costs Approval," including Attachment "Request #1 Rayzor Ranch Eligible Costs" , attached hereto as Exhibit B. 3. Total Taxable Sales. The term "Total Taxable Sales" is revised in its entirety to read as follows: "Total Taxable Sales means the total amount of all sales (including mixed beverage sales covered by HB 3572 effective January 1, 2014) from which the City receives sales tax with a point of sale in Phase I or Phase II, regardless of whether such sales are retail sales and use occurring at a business located in Phase I or Phase II (excluding sales occurring at Exhibit 1 any Dillard's, J.C. Penney Co., Macy's, Sears Roebuck and Co., Barnes & Noble, DSW (Discount Shoe Warehouse), and Ross Dress for Less that locates within the Property and closes any store located within the retail shopping area commonly known as the 'Golden Triangle Mall'). All references in the Agreement that indicate that the Total Taxable Sales and the information shown on the Monthly Sales Tax Report are limited to sales from businesses located within Phase I or Phase II shall be expanded to include mixed beverage sales and all sales with a point of sale in Phase I or Phase II, regardless of whether such sales are retail sales occurring at a business located in Phase I or Phase II. 4. Retail Improvements in Phase IL The term "Retail Improvements in Phase II" is defined to include the following "Initial" and "Additional" improvements: a. "Initial Retail Improvements in Phase II" means a minimum of 300,000 gross square feet (as measured to the exterior building wall) of retail or commercial shopping center buildings located in Phase II, comprised of the Town Center (as described by the zoning applicable to the Property), and other retail development in Phase II. b. "Additional al Retail 1niL yovenients in Phase 11" means a minimum of 300,000 additional gross square feet (as measured to the exterior building wall) of retail or commercial shopping center buildings located in Phase II, comprised of the Town Center (as described by the zoning applicable to the Property), and other retail development in Phase II, and which, in any case, are not included in the Initial Improvements in Phase II. 5. Program Grant for Phase II. a. Section 3.2 of the Agreement is revised in its entirety to read as follows: "Program Grant for Phase II. This Agreement shall be effective as of the date executed by the City and Grantee. At any time following execution of this Agreement and following Substantial Completion of the Required Infrastructure for Initial Retail Improvements in Phase II (but not later than January 1, 2018), Assignee may designate the first day of any month to be the Program Effective Date for Phase II by providing written notice to the City at least 60 days prior to the designated Program Effective Date for Phase II. The City will begin snaking Program Grant for Phase II monthly installment payments on the designated Program Effective Date for Phase II and shall continue to make such monthly installment payments for 300 consecutive months as provided by this Agreement. This Agreement will terminate with respect to the Program Grant for Phase II upon the earlier to occur of (i) the date Assignee has been paid for the full amount of the Eligible Phase II Costs, or (ii) 300 months after the Program Effective Date for Phase II regardless of whether Assignee has been paid the full amount of the Eligible Phase II Costs." b. Section 4.2 of the Agreement is revised in its entirety to read as follows: "Program Grant for Phase II. For each month during the term of the Program Grant for Phase II, the City agrees, subject to the conditions contained in this Agreement, to make a Program Grant for Phase II installment payment to Assignee on or before thirty days following the City's receipt from the State Comptroller of the Monthly Sales Tax Report indicating Total Taxable Sales from the preceding month that are allocable to Phase II. The Program Grant for Phase II installment payments shall be calculated as provided in Section 5.2 of this Agreement. Issuance of the first certificate of occupancy by the City to any tenant within Phase II shall be a condition precedent Exhibit 1 to the initiation of Program Grant for Phase II installment payments. Program Grant for Phase II installment payments may be temporarily withheld at any time if there are delinquent property taxes or assessments on any property owned by Assignee and located in the City, and such installment payments will not be resumed until such delinquency is cured, at which time withheld payments shall be paid to Assignee. The 300 month term for payment of Program Grant for Phase II shall not be suspended or extended if installment payments are withheld pursuant to prior sentence. Notwithstanding anything contained herein to the contrary, the Program Grant for Phase II installment payments will cease, this Agreement will automatically terminate as to the Program Grant for Phase Il, and Assignee will refund to the City all Program Grant for Phase II installment payments previously made if Substantial Completion of the Initial Retail Improvements in Phase II has not occurred on or before January 1, 2018. In addition, the City, in its sole discretion, may terminate this Agreement as to the Program Grant for Phase II if Substantial Completion of the Required Infrastructure for Phase II for the Initial Retail Improvements in Phase II has not occurred on or before January 1, 2018." C. The first paragraph of Section 5.2 of the Agreement is revised in its entirety to read as follows: "Program Grant for Phase II. Program Grant for Phase II monthly installment payments during the term of the Program Grant for Phase II shall be calculated as 50% of the 1.5% sales tax collected by the City with respect to the Total Taxable Sales allocable to Phase II during the preceding month as established by the most recent State Comptroller's Monthly Sales Tax Report. The City's obligation to make such payments is contingent upon the City's receipt of the sales taxes from the Texas State Comptroller and the Monthly Sales Tax Report; provided, however, if the State Comptroller ceases to issue Monthly Sales Tax Reports, the Parties shall cooperate to arrive at a reasonably equivalent and mutually agreeable alternative method of computing the Program Grant for Phase II monthly installment payments. Payments of the Program Grant for Phase II monthly installment payments will be used to repay Assignee for Eligible Phase II Costs not otherwise paid with Program Grant for Phase I payments (up to a maximum of $21,000,000.00 upon Substantial Completion of the Initial Retail Improvements in Phase II and up to an additional $27,000,000.00 upon Substantial Completion of the Additional Retail Improvements in Phase II)." 6. Default. Section 8 of the Agreement is revised in its entirety to read as follows: "Default. If a party fails to perform any of its obligations under this Agreement and such failure is not cured within 30 days after written notice, the failure of the non - performing party to cure within such 30 day period (or to commence to cure if the nature of the failure cannot reasonably be cured within 30 days) shall constitute a default under this Agreement and shall entitle the non - defaulting party to all remedies available at law or in equity (including injunctive relief, specific performance, and suspending or withholding Program Grant for Phase I or Program Grant for Phase II payments); PROVIDED, HOWEVER, NOTWITHSTANDING THE FOREGOING, (i) MONETARY DAMAGES SHALL BE LIMITED TO THE AMOUNT NECESSARY TO ENFORCE SPECIFIC PERFORMANCE OF THE FAILED OBLIGATION; (ii) THE CITY CANNOT TERMINATE THIS AGREEMENT AS TO PHASE I UNLESS (1) SUBSTANTIAL COMPLETION OF THE RETAIL IMPROVEMENTS IN PHASE I DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2013, AS PROVIDED BY SECTION 4 HEREOF, (2) SUBSTANTIAL COMPLETION OF THE REQUIRED INFRASTRUCTURE FOR PHASE I DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2013, AS PROVIDED BY SECTION 4 HEREOF, OR (3) GRANTEE IS IN DEFAULT OF ITS OBLIGATION TO PROVIDE THE LETTER OF Exhibit I 7. Offer to Sell. Section 6.6 is revised in its entirety to read as follows: "In the event Grantee or any of its affiliates purchases any retail buildings in the retail shopping area commonly known as the "Golden Triangle Mall," Grantee or its affiliate shall offer in writing to sell such buildings to FMP Denton, LLC (or to the then-current owner of the Golden Triangle Mall) for: (i) the then fair market value of such buildings as established by a qualified, independent MAI appraiser, or (ii) the amount of any arms-length offer to purchase such buildings received by Grantee or its affiliate from any third-party retail user unrelated to Grantee or any of its affiliates, whichever is greater." 8. Auditing. The City's right to conduct audits of the sales and use tax records of businesses located within the Property, and Grantee's and Assignee's obligation to use reasonable efforts to assist the City in obtaining such records from tenant taxpayers, shall apply only to the extent the City is unable to obtain from the Texas State Comptroller the "Monthly Sales Tax Reports" showing the amount of Total Taxable Sales for a month period pursuant to Section 321.3022 of the Texas Tax Code. 9. Public Improvement District Financing of Eligible Improvements. If the City levies public improvement district assessments to pay any portion of the Assignee's costs of the Eligible Improvements shown on ' Exhibit A, the amount levied and collected from the Assignee shall be reimbursable costs under this Second Amendment so long as the TOTAL of such assessments and other Eligible Phase 11 Costs does not exceed the Exhibit A maximum amount of $68,000,000. 10. Conflicts; Effect of Second Amendment. To the extent of any inconsistency between the terms and provisions of this Second Amendment and the Agreement and the First Amendment, the terms and provisions of this Second Amendment will control. Except as amended by this Second Amendment, all of the terms, covenants and conditions of the Agreement and the First Amendment are in full force and effect and the Agreement and First Amendment are hereby ratified and confirmed. All references in the Agreement to January 1, 2015, are hereby amended to read January 1, 2018. Exhibit I 11. Binding Effect. This Second Amendment will be binding upon and will inure to the benefit of the Parties and their respective successors and permitted assigns. 12. Counterparts. This Second Amendment may be executed in one or more counterpart copies, all of which will constitute and be deemed an original, but all of which together will constitute one and the same instrument binding on the Parties. Delivery by facsimile or electronic mail of this Second Amendment or an executed counterpart hereof will be deemed a good and valid execution and delivery hereof. Exhibit I Allegiance Hillview, L.P., a New York limited partnership By: TH GP LLC, a Delaware limited liability company, d/b/a TH Denton GP LLC in the State of Texas, its general partner By: Name: ndr, -hnri-ia Title: Authorizod -aijna Qj:v FTQ71401-19"1�� STATE 0F COT JNTY 017t-� Printed Name of Notary Public [SEAL] My Commission Expires: ' HEATHER N, MARTIN V�r% Notary Public, SWO 01 Te'xas My Commission EX085 1 "'X'A . June 06, 2016 lj�"11111" I I s % , * - - -- W-upe Exhibit I DB DENTON H LLC, a Delaware limited liability company By: DB Denton Holdings LLC, a Delaware limited liability company Its: Sole Member By: RED Rayzor Ranch, LLC, a Delaware limited liability company Its: Maiiagirio Member IF By: Michael Ebert Its: Manager STATE OF COUNTY OF This instrument was ACKNOWLEDGED before me on -- 7 4 & by WW Michael Ebert, the manager of RED Rayzor Ranch, LLC, a Delaware limited- liability company, the managing member of DB Denton Holdings LLC, a Delaware limited liability company, the sole member of DB Denton 11 LLC, a Delaware limited liability company, on behalf of such limited liability company. RAMONA ZAPUSTAS Notary Public,StatO of Arizona County mar=pa My commimon Expires February 03, 2017 My Commission Expires: N4 %oj t "ary Public Printed Name of Notary Public Exhibit 1 CITY OF g Iks c Campbell, City Manager . � 1 STATE OF TEXAS ) COUNTY OF DENTON ) This instrument was ACKNOWLEDGED before me on `1' . by of fie City tai` Deiitori Texas, on dehiavof the City of Denton, I'ex-, ts. 4r�l' °r,� (�. J � d° -', o � t I f " y �. JANE E RICHARDSON 1,��Otary pub�IC, State of Texas My co; june 27, 2017 My Commission Expires: 1) m ,. z$ Notary Public cT w Printed Name of Notary Public Exhibit 1 Exhibit A Table A -1 Categories of Eligible Improvements Estimated Costs Hwy 380 Improvements $8,133,150 Site drainage $4,720,750 Regional drainage improvements $2,696,750 Internal commercial roads, including water, sewer, streetscapes, plazas, and amenities $20,004,064 Scripture Road improvements $675,050 Bonnie Brae improvements $1,271,900 Public Parking garage $6,730,375 Major public infrastructure relocation $2,013,650 Miscellaneous fees /services $5,754,311 Interest during construction on non - residential development $10,000,000 SUBTOTAL Table A -1 $62,000,000 The actual cost of any individual category of Eligible Improvements may vary from the Estimated Costs shown on this Table A -1. Grantee and Assignee have the right to adjust individual line items of the Estimated Costs of the individual Categories of Eligible Improvements so long as the SUBTOTAL of $62,000,000 is not exceeded. Table A -2 _ 1 -35 access roads and ramps $3,000,000 Additional Interest during construction on non - residential development after 1/1/15 $3,000,000 SUBTOTAL Table A -2 $6,000,000 The actual cost of Table A -2 individual category of Eligible Improvements may NOT exceed the Estimated Costs shown on this Table A -2. Actual costs up to but NOT exceeding the amounts in Table A -2 are considered Estimated Costs of Eligible Costs. TOTAL Table A -1 and Table A -2 $68,000,000 The amounts levied and collected through PID Assessments by the City for Eligible Improvements defined in Table A -1 and Table A -2 shall be considered reimbursable costs so long as the amounts levied and collected through PID Assessments are deducted from the Category(ies) in Table A -1 or Table A -2 above and so long as the TOTAL of $68,000,000 is not exceeded. Exhibit 1 July 12, 2010 Allegiance Hillview, L.P. 1345 Avenue of the Americas - 46th Floor New York, New York 10105 Attention: Constantine Dakolias, President 215 E. McKinney Denton, Texas 76201 (940) 349 =7776 phone (940) 349 -8596 fax Economic Development Department Re: Rayzor Ranch Chapter 380 Agreement — Eligible Costs Approval Dear Andy: I am in receipt of your Request #1 detailing eligible costs incurred to date for the Rayzor Ranch project. Request #1 reflects a subtotal of $24,146,498 for Phase I (north of Hwy 380) and $15,930,322 for Phase ll (south of Hwy 380), for a combined total of $ 40,076,820. The categories and costs have been reviewed • by our Engineering, Real Estate and Economic Development staff and have been approved as Eligible Costs per the Chapter 380 Agreement dated June 15, 2010. Please let me know if you have any questions. Sincerely, Linda Ratliff, Director Economic Development Attachment: Request #1 Rayzor Ranch Eligible Costs cc: George Campbell, City Manager Andrew Osborne, Allegiance Hillview, L.P. It X W o - � Mu Alf z. 5� .� § '�ejY�xga$�pa�A 4E9� AIIM gg§ 'd n9Aa@$$$s °•fie d aES+g�g���dEg� 11 11 Hia I,J al, 11 11 I,J sAlegakour documents\contracts\1 5\third amendment to red agreernent.docx Exhibit 4 STATE OF TEXAS § COUNTY OF DENTON § THIRD AMENDMENT TO ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENTWVIj-I ALLEGIANCE HILLVIEW, L.P. This Third Amendment to Economic Development Program Grant Agreement with Allegiance Hillview, L.P. (this "Third Amendment") is made and entered into as of the day of --, 2015, by Allegiance Hillview, L.P., a New York limited partnership ("Grantee"), D Denton 11 I..,I-.C, a Delaware limited liability company ("Assignee"), and the City of Denton, Texas, a'Fexas municipal corporation (the "C Lity"), Grantee, Assignee, and the City are individually referred to as a "Party" and collectively as the "Parties." WHEREAS, on June 15, 2010, Grantee and the City entered into that certain Economic Development Program Grant Agreement with Allegiance Hillview, L.P. the "Agreement"); WHEREAS, on September 14, 2010, Grantee, Assignee, and the City entered into that certain First Amendment to Economic Development Program Grant Agreement with Allegiance Hillview, L.P., (the "First Amendment"), which First Amendment approved the assignment of certain right, title, and interest of Grantee in and to the Agreement to Assignee; WHEREAS, on May 13, 2014, Grantee, Assignee, and the City entered into that certain Second Amendment to Economic Development Program Grant Agreement (the "Second Amendment") to expand the categories of Eligible Improvements, to increase the total cost of the Eligible Improvements, to approve Phase I Costs and Eligible Phase 11 Costs, to expand the definition of Total Taxable Sales, to define Retail Improvements in Phase 11 to include "Initial" and "Additional" improvements, and to extend the Program Grant for Phase 11; and WHERI---'AS, Grantee and Allegiance GL LLC, a Delaware limited liability company ("Allegiance"), entered into that certain Assignment and Assumption Agreement dated as of April 1, 2015, pursuant to which Grantee assigned to Allegiance the Phase I Rights and Obligations of Grantee under the Agreement; and WHEREAS, the Parties desire to further amend the Agreement to facilitate the development of a Hotel and Convention Center in Phase 11; NOW THEREFORE, for good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Parties agree to amend the Agreement and First Amendment as follows: 1. Revised Definitions a. Total Taxable Sales. The term "Total Taxable Sales" is revised in its entirety to read as follows: - 'total 'Taxable Sales means the total amount of all sales (including mixed beverage sales covered by 1413 3572 effective January 1, 2014) from which the City sAlegakour doeuments\contracts\ I 5\third amendment to red agrecnient.docx Exhibit 4 receives sales tax with a point of sale in Phase I or Phase 11, regardless of'whether such sales are retail sales and use occurring at a business located in Phase I or Phase 11 (excluding sales occurring at any Dillard's, J.C. Penney Co., Macy's, Sears Roebuck and Co., Barnes & Noble, DSW (Discount Shoe Warehouse), and Ross Dress For L,ess that locates within the Property and closes any store located within the retail shopping area commonly known as the 'Golden Triangle Mall'), and excluding all sales occurring at the Hotel and Convention Center Project developed by O'Reilly Hotel Partners Denton, or its successors and assigns, as depicted in Exhibit A. All references in the Agreement that indicate that the Total Taxable Sales and the information shown on the Monthly Sales Tax Report are limited to sales from businesses located within Phase I or Phase 11 shall be expanded to include mixed beverage sales and all sales with a point of'sale in Phase I or Phase 11, regardless of whether such sales are retail sales occurring at a business located in Phase I or Phase 11. b. Initial Retail Improvements in Phase 11. The term "Initial Retail Improvements in Phase 11" is revised in its entirety to read as follows: "Initial Retail Improvements in Phase 11 means a minimum of 300,000 gross square feet (as measured to the exterior building wall) of retail or commercial shopping center buildings located in Phase 11, comprised of (i) the Town Center (as described by the zoning applicable to the Property, (ii) the ground floor of the hotel and the convention center space that is part of or planned to be part of the Hotel and Convention Center Project whether or not the I-lotel and Convention Center Project has a certificate of occupancy by January 1, 2018; and (iii) other retail or commercial shopping center buildings located in Phase 11". 2. Program Grant for Phase 11. a. Section 3.2 of the Agreement is revised in its entirety to read as follows: "Program Grant for Phase 11. This Agreement shall be effective as oil 'the date executed by the City and Grantee. At any time following execution of this Agreement and following Substantial Completion of the Required Infrastructure for Initial Retail Improvements in Phase If (but not later than January 1, 2018), Assignee may designate the first day of any month to be the Program Effective Date for Phase 11 by providing written notice to the City at least 60 days prior to the designated Program Effective Date for Phase 11. The City will begin making Program Grant for Phase 11 monthly installment payments on the designated Program Effective Date for Phase 11 and shall continue to make such monthly installment payments for 300 consecutive months as provided by this Agreement, This Agreement will terminate with respect to the Program Grant for Phase 11 upon the earlier to occur of (i) the date Assignee has been paid for the full amount of the Eligible Phase 11 Costs, or (ii) 300 months after the Program Effective Date for Phase 11 regardless of whether Assignee has been paid the full amount of the Eligible Phase 11 Costs, Additional Program Grant for Hotel and Convention Center Project, as depicted in Exhibit A.'Fhe City will begin making Additional Program Grant for Hotel and Convention Center Project monthly installment payments commencing the first month following receipt of the certificate of occupancy of the Hotel and Convention Center Project and following commencement of Phase 11 Grant Payments, and paid monthly until Assignee has received $5,000,000 as consideration for lost revenue in Phase 11 as a result of the Hotel and Convention Center Project. Page 2 Olegahour docuiiietits\cotitracts\15 \tliird amendment to red agwernent.docx Exhibit 4 b. 'The first paragraph of Section 5.2 of the Agreement is revised in its entirety to read as follows: "'Program Grant for Phase 11. Program Grant for Phase 11 monthly installment payments during the term of the Program Grant for Phase 11 shall be calculated as 50% of the 1.5% sales tax collected by the City with respect to the Total Taxable Sales allocable to Phase 11 during the preceding month as established by the most recent State Comptroller's Monthly Sales "Tax Report. 'The City's obligation to make such payments is contingent upon the City's receipt of the sales taxes from the Texas State Comptroller and the Monthly Sales Tax Report; provided, however, if the State Comptroller ceases to issue Monthly Sales Tax Reports, the Parties shall cooperate to arrive at a reasonably equivalent and mutually agreeable alternative method of computing the Program Grant for Phase 11 monthly installment payments. Payments of the Program Grant for Phase 11 monthly installment payments will be used to repay Assignee for Eligible Phase 11 Costs not otherwise paid with Program Grant for Phase I payments (up to a maximum of $21,000,000.00 upon Substantial Completion of the Initial Retail Improvements in Phase 11 and up to an additional $27,000,000.00 upon Substantial Completion of the Additional Retail Improvements in Phase 11). Additional Program Grant for Hotel and Convention Center Project. Program Grant for Hotel and Convention Centel- Project shall be calculated as 15% of the 1.5% sales tax collected by the City with respect to the Total Taxable Sales allocable to Phase I and Phase 11 during the preceding month as established by the most recent State Comptroller's Monthly Sales Tax Report. 'file City's obligation to make such payments is contingent upon the City's receipt of the sales taxes from the Texas State Comptroller and the Monthly Sales Tax Report; provided, however, if the State Comptroller ceases to issue Monthly Sales Tax Reports, the Parties shall cooperate to arrive at a reasonably equivalent and mutually agreeable alternative method of computing the Program Grant for the Hotel and Convention Center Project monthly installment payments. Payments of the Program Grant for the Hotel and Convention Center Project will be made monthly until Assignee has received $5,000,000 as consideration for lost revenue in Phase 11 as a result of the Hotel and Convention Center Project. Conflicts-, Effect of Third. Amendment. To the extent of any inconsistency between the terms and provisions of this Third Amendment and the Agreement, the First Amendment and the Second Amendment, the terms and provisions of this Third Amendment will control. Except as amended by this Third Amendment, all of the terms, covenants and conditions of the Agreement, the First Amendment, and the Second Amendment are in full force and effect and the Agreement, First Amendment, and Second Amendment are hereby ratified and confirmed. 4. Binding Effect. 'This Third Amendment will be binding upon and will inure to the benefit of the Parties and their respective Successors and permitted assigns. Counterparts. This Third Amendment may be executed in one or more counterpart copies, all of which will constitute and be deemed an original, but all of which together will constitute one and the same instrument binding on the Parties. Delivery by facsimile or electronic mail of this Third Amendment or an executed Counterpart hereof will be deemed a good and valid execution and delivery hereof. Page 3 OlegaMur d0CL1MCf1ts\contracts\1 5\third amendment to red agreement.doex Exhibit 4 ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS 'FO LEGAL FORM: ANITA BURGESS, CITY AT"FORNEY BY: CITY CITY OF DENTON, DENTON, TF ' XAS A TEXAS MUNICIPAL CORPORATION GEORGE C. CAMPBELI., CITY MANAGER GRANTEE ALLEGIANCE HILLVIEW, L.P., a New York limited partnership By: 'I'l I GP LLC (d/b/a,rfj Denton GP LLC, in the State of"Texas), a Delaware limited liability company Its: General Partner Page 4 By: — Name: Its: s: \I egahour doeu in ents\contracts\1 5\third amendment to red agreem ell t.docx Exhibit 4 STATE OF COUNTY OF ACKNOWLEDGMENT This instrument was ACKNOWLEDGED before me on by the of TI GP I.A.0 (d/b/aT1-I Denton GP LLC, in the State of Texas), a Delaware limited liability company, the general partner of Allegiance Ilillview, L.P., a New York limited partnership, on behalf of such limited partnership. [SEAL] My Commission Expires: Notary Public Printed Name of Notary Public ASSIGNEE DB DENTON 11 LLC, a Delaware limited liability company By: DB Denton Holdings LLC, a Delaware limited liability company Its: Sole Member Page 5 By: RED Rayzor Ranch, LLC, a Delaware limited liability company Its: Managing Member By: Michael Ebert Its: Manager sAegakour documents\contracts\ I 5\third amendment to red agreenient.docx Exhibit 4 STATE OF COUNTY OF ACKNOWLEDGMENT This instrument was ACKNOWLEDGE'D before me on . ....... --, by Michael Ebert, the manager of RED Rayzor Ranch, LLC, a Delaware limited liability company, the managing member of DB Denton Holdings LLC, a Delaware limited liability company, the sole member of D13 Denton 11 LLC, a Delaware limited liability company, on behalf of such limited liability company. Notary Public Printed Name of Notary Public [SEAL] My Commission Expires: CITY CITY OF DENTON, TEXAS George C. Campbell, City Manager ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DENTON § This instrument was ACKNOWLEDGED before me on ---- - --- --------- by George C. Campbell, the City Manager of the City of" Denton, Texas, on behalf of the City of Denton, Texas. [SEAT..,] My Commission Expires: Page 6 Notary Public Printed Name of Notary Public METES AND BOUNDS DESCRIPTION Convention Center Tract BEING o 11.351 acre tract situated in the B. B. B & C. R. R. Survey, Abstract Number 192, Denton Cownty, Texas, being o portion of the tract of land described as Tract One in the deed to Allegiance Hi||vimw` L.P. recorded in Document Number 2006-41743' Deed Records of Denton County, Texas and o portion of the tract of land described in the deed to O8 Denton U. LLC recorded in Document Number 2010-74478. Deed Records of Denton County, Texas said 11.951 ooro tract of land being more particularly described as follows: COMMENCING at o point in the easterly right—of—way line of Interstate Highway 35 (o variable width right—of—way) for the southwesterly corner of the tract of land described in the deed to DB Denton U. LLC recorded in Document Number 2010-74478. Deed Records of Denton Cnunty, Texas; THENCE with the southerly line of said D13 Denton 11, LLC tract the following: North 73' 36' 21" East a distance of 121.73 feet to a point; South 17' 16' 37" East a distance of 15.00 feet to a point; North 73 38' 21^ East o distance of 99.88 feet to the point of curvature of n cvne to the right having o radius of 485.00 feet; Northeasterly along said curve through o central angle of 12" 18' 37^ on arc distance of 104.21 feet with o chord bearing of North 79" 45' 39^ East and o chord distance of 104.00 foot to the POINT OF THENCE deporting the southerly line of said DB Denton U. LLC tract North 10" 23' 26^ West o distance of 217.87 feet to o point; THENCE North 73^ 13' 43^ East o distance of 354.79 feet to o point THENCE North OO^ 56' 55^ East o distance of 69.07 feet to o point; THENCE South 89" DJ' OO^ East u distance of 384.45 h/nt to the beginning of p non—tangent curve to the right having o radius of 38.25 feet; THENCE Southeasterly along said curve through o central angle of 90^ OO' 04^ on arc distance of 60.08 feet with o chord bearing of South 44" 03' 05^ East and o chord distance of 54.09 feet to the end of said curve; THENCE South 00 56' 58^ West at o distance of 562.83 feet passing the southerly line of said DB Denton U. LLC tract in all o total distance of 688.23 feat to o point; THENCE South 73" JJ' J1^ west u distance of 572.34 feet to p point; THENCE North 16" 23' 26^ wnot p distance of 53372 feet to the POINT OF BEGINNING; CONTAINING o computed area of 11.951 acres (520.592 square feet) of land. 13000056�004 ^drawing of even date accompanies this metes and bounds description. OCTOBER 28, 2015 W 400^ Fort woM, Texas 76107 Tel:817�35.1121~F=817�35.7437 FIRM REGISTRATION /OD9'8100 PAGE I OF 7 CONVENTION CENTER TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY 0FDENTQN DENTON COUNTY, TEXAS z 0 b Curve Table Curve Central Arc Chord Bearing Number Angle Radius Length and Distance C11 12 "18'37" 485.00' 104.21' N79*45'39"E 104.00' zatfV13 uU t 384,45' .Noo*56'56% 89.01' 1 fit 9` DB DENTON 11, LLC DOCUAN,1' NUMBER RAYZOR RANCH N7316*21"E 'c' POINT T 01 POINT OF TOWN CEN'fER 1203 r) 517'16'37 "E E DOCUMENT NUMBER e4 17*1 637"E BEGINNING 2015-180 Fi1 00, 5.00' '04- .081-A P INT OF COMMENCING Olt :.A C Uj �p 8000056.004 A metes and bounds description of even date accompanies this drawing. OCTOBER 28, 2015 D Own N AWAY 550 Bailey Avenue • Suite 400 - Fort worth, Texas 76107 Tel: 817.335,1121 • Fax: 817.335.7437 FIRM REGISTRATION 10098100 11,951 ACRES (520,592 SQUARE FEET) c ALLEGIANCE HILLVIEW, L.P. TRACT ONE DOCUMENT N1,1fMIER 20016-41743 LOT 9, BLOCK A RAYZOR RANCH TOWN CENTER DOCUMENT NUMBER 2015-180 ,w— ALLEGIANCE HILLVIEW, L.P TRACT ONE DOCUMENT NUMBER 2006-41743 BLOCK 1 RAYZOR RANCH SOUTH CABINEY Y, SLIDE 470 PAGE 2 OF 7 CONVENTION CENTER TRACI' B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY OF DENTON DENTON COUNTY, TEXAS METES AND BOUNDS DESCRIPTION Convention Center — DB Denton U. LLC Tract BEING o 6.159 acre tract situated in the B. B. B & C R. R. Survey, Abstract Number 192, Denton County, Tmxoo, being n portion of the tract of land described in the deed to DB Denton U. LLC recorded in Document Number 2010-74478. Deed Records of Denton County, Tnxoa, also being situated in Lot 10, Block A. Rq>zor Ranch Town Center, on addition to the City of Denton according to the plat recorded in Document Number 2015-180. Plat Records of Denton County, Texas, said 6J59 acre tract of land being more particularly described as follows: COMMENCING at o point in the ooebxy right—of—way line of Interstate Highway 35 (o variable width right—of—way) for the southwesterly comer of said DB Denton ||. LLC tract; THENCE with the southerly line of said DB Denton 11, LLC tract the following: North 73' 36' 21 " East a distance of 121.73 feet to a point; SoUth 17' 16' 37" East d dlettJhce of 15.00 feet to a polrit; North 73" 36' 21^ East u distance of 98.88 feat to the polmt of curvature of o curve to the right haWng d md|um of 485.01) feet; Northeasterly along said curve through o central angle of 12" 18' 37^ on arc distance of 104.21 feet with o chord bearing of North 79^ 45' 19" Lost and o chord distance of 104.00 feet to the POINT or THENCE departing the southerly line of said DB Denton U. LLC tract North 16^ 23' 26^ West o distance of 217.87 feet to o point; THENCE North 73^ 13' 43^ East u distance of 364J9 feet to o point; THENCE North 00" 55' 50^ East o distance of 68.07 haot to o point; THENCE South 89" 03' OD^ East o distance of 304.45 feet to the beginning of o non--tangent curve to the right having a radius of 38.25 feet; THENCE Southeasterly along said ovmn through n central angle of QO" VO' 04^ on arc distance of 80.08 feet with o chord bearing of South 44^ 03' 05^ East and o chord distance of 54.08 foot to the end of said curve; THENCE South OO 56' 58^ West p distance of 362.89 feet to o point in the southerly line of said DB Denton || LLC tract; THENCE with the southerly line of said DB Denton 11 LLC tract the following: South 77 47' 38^ West o distance of 36.00 feet to the point of nvnmtu,o of a ounm to the right having a radius of 1,015.00 feet; continued next page... euoUos6.m4 xdrawing of even date accompanies this metes and bounds description. OCTOBER 28,0z5 IN 550 Sultemm~ Fort *oft Texas nom Tel: m7Mm//m~FcDc 817"/437 FIRM kE=RATION 10098100 PAGE 3 OF 7 CONVENTION CENTER - D8DENT0NU,LLCTRACT 0D.B.&C.R.R.SURVEY ABSTRACT NO. 192 CITY OFDENTON DENTON COUNTY, TEXAS I z 0 v. Curve Table Curve Central R-485,60' L=139.02' ji rn CH-N8,5'52'20"W 138.55' Arc Chord Bearing Number Angle Radius Length and Distance C1 12'18'37" 485.00' 104.21' N79*45'39"E 104.00' o LOT 9, BLOCK A RAYZOR RANCH TOWN CENTER DOCUMENT NUMBER 2015-180 LOT 10, BLOCK A S77*47*38"W R-485,60' L=139.02' ji rn CH-N8,5'52'20"W 138.55' RAY70R'OANCH OINT OF R=10115.00' L-434,82' OWN CENTER CH=N89*56'00"W 431.51' DOCU1W,,ENT NUMBER 2015-180 BLOCK 1 r)B DENTON I!, LLC i\=9P*O0'O4" k DOCUMENT NUMBER D '01VIENT NJIMEEK 0 C - - R-38.25' L=60.08f 2010-74478 CH- 44'03'05"E 64.09' U) SCALE FEET EXHIBIT A' 200' 4ob'56560E PAGE 5 OF 7 A metes and bounds description of even 69.07' date accompanies this drawing. S8,9*03'00"E 384.45' DB DENTON 11, LLC OCTOBER 28, 2015 DOC2UEIN T M R 44NUBE0M10 -718 DUNAWAY RAYZOR RANCH 550 Bailey Avenue - Suite 400 • Fort worth, Texas 76107 N16*23'26"W TOWN CENTER re): 81 7M5.1121 • Fax: BI 73351437 217,87' DOCUMENT t,4UMOER FIRM REGISTRATION 10098100 N73*36'21 "E 2,01,51-180 6.159 ACRES) S1 71 6'37"E (268,287 SQUARE FEET) 15.00' N77*39'38"W 102.42 o LOT 9, BLOCK A RAYZOR RANCH TOWN CENTER DOCUMENT NUMBER 2015-180 N7;VZ6'21 "E A-16*25'24" �-A S77*47*38"W R-485,60' L=139.02' ji rn CH-N8,5'52'20"W 138.55' 36,00' A;=24*32'43" OINT OF R=10115.00' L-434,82' COMMENCING CH=N89*56'00"W 431.51' ALLEQANCE HILLVIEW, LY. BLOCK 1 TRACT ONE A RAYZOR RANCH SOUTH k DOCUMENT NUMBER C,43INEY Y, SLIDE 470 01A 2006--41743 V, '�. 0 200' U) SCALE FEET EXHIBIT A' 200' 13000056.004 PAGE 5 OF 7 A metes and bounds description of even date accompanies this drawing. CONVENTION CENTER .- DB DENTON 11, LLC TRACT OCTOBER 28, 2015 B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 DUNAWAY 550 Bailey Avenue - Suite 400 • Fort worth, Texas 76107 CITY OF DENTON re): 81 7M5.1121 • Fax: BI 73351437 DENTON COUNTY, TEXAS FIRM REGISTRATION 10098100 � METES AND BOUNDS DESCRIPTION Convention Center — Allegiance HiUvio* Tract BEING o 5.792 acre tract situated in the B. B. B & C. R. R. Survey, Abstract Number 192. Denton County, Texos, being o portion of the tract of land described as Tract One in the deed to Allegiance HiUvie~. LP. recorded in Document Number 2006-41743. Deed Records of Denton County, Tevoo. said 5.792 onrn tract of land being more particularly described as follows: COMMENCING at o point in the easterly right—of—way line of Interstate Highway 35 (o vohoNe width right—of—way) for the southwesterly corner of the tract of land described i n the deed to DB D en t on U . LLC recorded in Document Number 2010-74478, Deed Records of Denton County, T=voo; THENCE with the southerly line of said DB Denton 11, LLC tract the following: North 73 36' 21^ East o distance of 121.73 feet to o point; South 17' 16' 37" East a distance of 15.00 feet to a point; North 73 35` 21^ East o distance of 99.88 feet to the point of curvature of o curve to the right having u radius of 485.00 feet; Northeasterly along said curve through o central angle of 12" 18' 37^ on om distance of 104.21 feet with o chord bearing of North 79" 45' 39^ East and o chord distance of 104.00 feet to the POINT OF BEGINNING: Southeasterly continuing along said curve through o central angle of 16" 25 24^ on arc distance of 139,02 feet with p chord bearing of South 85" 52' 20^ East and p chord distance of 138.55 feet to the point of tangency of said curve; South 77" 39' 38^ East o distance of 10242 feet to the point of curvature of o curve to the left having o radius of 1'015.00 feat Southeasterly along said ownm through o conhn| angle of 24 32' 43^ on arc distance of 43482 feet with o chord bearing of South 89" 56' DO^ East and o chord distance of 431.51 feet to the point of tonganuy of said curve; North 77' 47' 38" East a distance of 36.00 feet to a point; THENCE departing the southerly line of said DB Denton U. LLC tract South 00" 50' 58^ West o distance of 325.33 feet to o point; THENCE South 73" 33; 31^ West o distance of 572.34 feet to o point; THENCE North 16" 23' 26^ West v distance of 53372 feet to the POINT OF BEC|Nw|wQ; CONTAINING o computed area of 5.792 acres (252.305 square feet) of land. 4dmwing of even date accompanies this metes and bounds description. OCTOBER D\z0z5 &50 Suite *00~ Fort Waft, Texas nnm Tel: mr.3u//u/^I=n1,.3m.7«37 FIRM REGISTRATION /0098100 PAGE 6 OF 7 CONVENTION CENTER - ALLEGIANCE H|LU/|EWTRACT B.B.B. &C.R.R. SURVEY ABSTRACT NO. 192 CITY 0FDENTON ILI DENTON COUNTY, TEXAS � � U � Curve Table �> -- Curve Central Arc Chord Number Angle Radius Length and e«'"'y Distance � ] DOCUMENT NUMBER 2C,10-744,5 2015-1160 RA)'ZOR RANCH POINT OF TOWN CENTER BEGIINNING DOCUMENT NUMBER CH=S85t2'20"E 138.55 S77',39, 01E C S89-5V00-E 431.51 5.792 ACRES Ui \ " 'w KK=�~Ah � L ALLEGIANCE H'iLLVIEW, L.P. ' /R*u/ mvE� � DOCUMENT NUIMBER ~ �.'---~'� ''74— 3\~ ^ . . , � B000056.004 A metes and bounds description ofeven date accompanies this drawing. OCTOBER 28, 2015 `ZeDUNAWAY 55m Bailey Avenue ~ Suite 40m^ Fort Worth, Texas 76107 Tel: o1r.3o /121^Faz817.335.7437 FIRM REGISTRATION 10098100 �����T�T-� �\ EXHIBIT . ' ` LOT 9' BLOCK A RAYZOR RANCH TOWN CENTER DOCUMENT NUMBER 2015-1OO . ALLEGIANCE H|LLV[W' L.P. TRACT ONE DOCUMENT NUMBER 30O5-4174� BLOCK 1 RAYZOR RANCH SOUTH CAB|NEY Y. SLIDE 470 . � ` o � l ano . SCALE FEET 20m PAGE 7op/ CONVENTION CENTER - ALLEG|AN[EH|LLV|EVVTRACT B.B.B. &[.K.R. SURVEY ABSTRACT NO. 1g2 CITY OFDENTON DENTON COUNTY, TEXAS � ] DOCUMENT NUMBER 2C,10-744,5 2015-1160 RA)'ZOR RANCH POINT OF TOWN CENTER BEGIINNING DOCUMENT NUMBER CH=S85t2'20"E 138.55 S77',39, 01E C S89-5V00-E 431.51 5.792 ACRES Ui \ " 'w KK=�~Ah � L ALLEGIANCE H'iLLVIEW, L.P. ' /R*u/ mvE� � DOCUMENT NUIMBER ~ �.'---~'� ''74— 3\~ ^ . . , � B000056.004 A metes and bounds description ofeven date accompanies this drawing. OCTOBER 28, 2015 `ZeDUNAWAY 55m Bailey Avenue ~ Suite 40m^ Fort Worth, Texas 76107 Tel: o1r.3o /121^Faz817.335.7437 FIRM REGISTRATION 10098100 �����T�T-� �\ EXHIBIT . ' ` LOT 9' BLOCK A RAYZOR RANCH TOWN CENTER DOCUMENT NUMBER 2015-1OO . ALLEGIANCE H|LLV[W' L.P. TRACT ONE DOCUMENT NUMBER 30O5-4174� BLOCK 1 RAYZOR RANCH SOUTH CAB|NEY Y. SLIDE 470 . � ` o � l ano . SCALE FEET 20m PAGE 7op/ CONVENTION CENTER - ALLEG|AN[EH|LLV|EVVTRACT B.B.B. &[.K.R. SURVEY ABSTRACT NO. 1g2 CITY OFDENTON DENTON COUNTY, TEXAS S77',39, 01E C S89-5V00-E 431.51 5.792 ACRES Ui \ " 'w KK=�~Ah � L ALLEGIANCE H'iLLVIEW, L.P. ' /R*u/ mvE� � DOCUMENT NUIMBER ~ �.'---~'� ''74— 3\~ ^ . . , � B000056.004 A metes and bounds description ofeven date accompanies this drawing. OCTOBER 28, 2015 `ZeDUNAWAY 55m Bailey Avenue ~ Suite 40m^ Fort Worth, Texas 76107 Tel: o1r.3o /121^Faz817.335.7437 FIRM REGISTRATION 10098100 �����T�T-� �\ EXHIBIT . ' ` LOT 9' BLOCK A RAYZOR RANCH TOWN CENTER DOCUMENT NUMBER 2015-1OO . ALLEGIANCE H|LLV[W' L.P. TRACT ONE DOCUMENT NUMBER 30O5-4174� BLOCK 1 RAYZOR RANCH SOUTH CAB|NEY Y. SLIDE 470 . � ` o � l ano . SCALE FEET 20m PAGE 7op/ CONVENTION CENTER - ALLEG|AN[EH|LLV|EVVTRACT B.B.B. &[.K.R. SURVEY ABSTRACT NO. 1g2 CITY OFDENTON DENTON COUNTY, TEXAS Exhibit 5 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING A THIRD AMENDMENT TO AN ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT DATED JUNE 15, 2010 BETWEEN THE CITY OF DENTON AND ALLEGIANCE HILLVIEW; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to execute a Third Amendment to Economic Development Program Grant Agreement (the "Third Amendment "), in substantially the form of the Third Amendment which is attached hereto and made a part of this ordinance for all purposes. SECTION 2. The City Manager, or his designee, is authorized to exercise the City of Denton's rights and duties as set forth in the Amendment. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY A APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY:% / f City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -1062, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Development Services CM /ACM: Jon Fortune DATE: November 10, 2015 SUBJECT Consider adoption of an ordinance of the City Council of the City of Denton, Texas, authorizing the City Manager to execute a Management Agreement between the City of Denton and O'Reilly Hotel Partners Denton for the management of the Denton Convention Center; and providing an effective date. BACKGROUND As a condition of the Chapter 380 Economic Development Grant Program with O'Reilly Partners of Denton (OHPD), the City must have some management responsibility for the convention center. Though OHPD will have the primary responsibility for the day -to -day management and oversight of the facility, the City will assist in the management of certain sales missions and marketing functions in order to further the public purpose of promoting economic growth and conventions, and to retain adequate public control over the use of Hotel Occupancy Tax funds to ensure benefits to the City. It is necessary for the City and OHPD to enter into a management agreement to clearly define the parties' roles and responsibilities. OHPD has the responsibility and discretion in the operation, direction, management and supervision of the convention center. OHPD, or a third party designated by the OHPD, shall perform the following: 1. Day -to -day management and operations of the Convention Center, including, but not limited to determining all terms for admittance and charges for rooms, facilities, commercial space, if any, equipment rental, telecommunications services, audiovisual equipment, labor and other amenities and services provided 2. Repairs, maintenance, upkeep and replacement of furniture, fixtures, and equipment necessary to the operation of the convention center 3. Event booking and collection of sums due to OHPD for rental or use and admissions 4. Crowd control, security, box office supervision, admission procedures and servicing of users at conventions, trade shows, exhibits and entertainment 5. Obligations of any third -party operations agreements such as reciprocal easements, concessions, parking, and leases City of Denton Page 1 of 3 Printed on 11/5/2015 File #: ID 15 -1062, Version: 1 6. Perform any catering or food- and beverage- related services 7. Determine all labor policies, wages and salaries, fringe benefits, and any other personnel benefits with respect to the Convention Center in compliance with local, state, and federal law 8. Hire or terminate such persons or organizations as manager of any of the functions that are the responsibility of OHPD 9. Establish and maintain the master set of all booking records and schedules for the Convention Center Under the proposed Agreement, the City's management responsibility is limited and is only obligated to do the following: 1. Advertise and conduct solicitations and promotional programs to attract tourists and convention delegates or registrants to the Denton Convention Center, including, but not limited to: a. Marketing at the state and local level (including market analysis, campaign development, branding, promotion, etc.); b. Collecting and reporting metrics on marketing activity; c. Sales missions developed in conjunction with the Owner's hotel sales team to pre - identify and pre - qualify business- appropriate meetings for the Property; and d. Partnership development to create collaborative opportunities with local private, public, and non - profit sector entities. 2. Provide meeting, event, and pre- convention services, including, but not limited to: a. Conducting site visits and familiarization tours for potential clients; b. Customized servicing for groups (registration assistance, delegate name badge preparation, welcome packets, off -site function arrangements, etc.); and c. Serving as liaison between meeting planner client and hotel, local business, and transportation. 3. Identifying, collecting rate bids from, and securing overflow hotels in Denton for convention City of Denton Page 2 of 3 Printed on 11/5/2015 File M ID 15 -1062, Version: 1 delegates. The City plans to subcontract these duties to the Denton Convention and Visitors Bureau via an amendment to the existing contract. In order to help maintain OHPD's desired construction schedule, this item is being placed on the November 10, 2015, agenda for possible action should the City Council feel that they are ready to approve it. EXHIBITS 1 - ordinance CC management agrmt 2 - management agrmt with O'Reilly 3 - 380 grant agrmt O'Reilly with exhibits Respectfully submitted: Aimee Bissett Director of Development Services Prepared by: Caroline Booth Assistant Director for Economic Development City of Denton Page 3 of 3 Printed on 11/5/2015 ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A MANAGEMENT AGREEMENT BETWEEN THE CITY OF DENTON AND O'REILLY HOTEL PARTNERS DENTON FOR THE MANAGEMENT OF THE DENTON CONVENTION CENTER; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, O'Reilly Hotel Partners Denton ( "OHPD ") engages in the design; development, and redevelopment of properties in the hospitality industry; and WHEREAS, O'Reilly Hotel Partners Denton ( "OHPD ") has an interest in land generally located in the Rayzor Ranch Town Center development, in the City of Denton, Denton County, Texas, which includes property located South of US Route 380 ending at Scripture Road, between IH -35 and North Bonnie Brae Street (the "Property "); and WHEREAS, OHPD has made a request of the City of Denton to establish economic development incentives for the Property to stimulate the development of commercial property, and promote travel, tourism, meetings, conventions and events for economic growth within the City of Denton; and WHEREAS, the Property will include an approximately 70,000 square foot convention center ( "Convention Center ") that is the subject of an Economic Development Agreement with the City of Denton executed between the Parties on , 2015a copy of which is attached as Exhibit "A" to this Ordinance ( "Development Agreement "); WHEREAS, the City has agreed to partially manage the Convention Center, which shall also provide OHPD a rebate of the hotel occupancy taxes generated by this Convention Center as part of said incentives; and WHEREAS, the City of Denton desires to enter into an agreement with OHPD which outlines the terms between the City and OHPD regarding the management of the Convention Center in order to further the public purpose of promoting travel, tourism, meetings, and conventions for economic growth in the City of Denton, which is in the form of Exhibit "B" attached hereto and incorporated by reference as if set forth at length herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this ordinance are incorporated into the body of this ordinance. SECTION 2. The City Manager, or his designee, is hereby authorized to execute an agreement with OHPD in substantially the form of the Convention Center Management Agreement attached as Exhibit "B" on behalf of the City of Denton and to carry out the City's responsibilities and rights under the Agreement, including without limitation the authorization to make the expenditures to do so. 2 2 SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this day of , 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY IC • APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY Kim CHRIS WATTS, MAYOR CONVENTION CENTER MANAGEMENT AGREEMENT BETWEEN THE CITY OF DENTON AND O'REILLY HOTEL PARTNERS — DENTON,LLC THIS AGREEMENT is made between the City of Denton, Texas, a municipal corporation formed under the laws of the State of Texas and located at 215 E. McKinney Street, Denton, Texas 76201 (the "City "), and O'Reilly Hotel Partners — Denton, LLC, a Missouri Limited Liability Company whose principal place of business is located at 2808 S. Ingram Mill Road, Building C100, Springfield, Missouri, 65804 ( "Owner ") for the limited management of a Convention Center. (The City and the Owner are collectively referred to as "the Parties "). WHEREAS, the Owner owns a tract of land generally located in the Rayzor Ranch Town Center development in the City of Denton, Denton County, Texas, which includes property located South of US Route 380 ending at Scripture Road, between IH -35 and North Bonnie Brae Street, and more specifically described in Exhibit "A" attached hereto and incorporated by reference herein (the "Property "); WHEREAS, the Owner's development of the Property includes an approximately 70,000 square foot convention center ( "Convention Center ") that is the subject of an Economic Development Agreement with the City of Denton executed between the Parties on , 2015 ( "Development Agreement "), which said Development Agreement is attached for reference hereto; WHEREAS, the Convention Center development shall serve to promote travel, tourism, meetings, conventions and events for the economic development and growth of the City of Denton and the economic benefit of the Parties; WHEREAS, the Parties desire that the City assist in the management of certain sales missions and marketing functions for the Convention Center as stated herein in order to further the public purpose of promoting economic growth and conventions, and to retain adequate public control over the use of public funds to ensure benefits to the City. NOW, THEREFORE, for the mutual promises and consideration as described herein, the Parties agree as follows: L TERMS A. Owner Management of the Convention Center. The Owner has the exclusive responsibility and discretion in the operation, direction, management and supervision of the Convention Center, subject only to the limitations expressed herein. In addition to its other duties as a reasonable convention center owner, the Owner, or a third party designated by the Owner, shall perform the following: 1 1. Day -to -day management and operations of the Convention Center, including, but not limited to determining all terms for admittance and charges for rooms, facilities, commercial space, if any, equipment rental, telecommunications services, audiovisual equipment, labor and other amenities and services provided at or with respect to the Convention Center. 2. All repairs, maintenance, upkeep and replacement of furniture, fixtures, and equipment; and, purchase and upkeep of all other inventories necessary to the operation of the Convention Center, as well as the Convention Center structure and accessory structures. 3. Event booking, coordination, and collection of sums due the Owner for rental or use and admissions. 4. Crowd control, security, box office supervision, admission procedures and servicing of users at conventions, trade shows, exhibits and entertainment. 5. Perform obligations of any third -party operations agreements such as reciprocal easements, concessions, parking, and leases. 6. Perform any catering or food- and beverage- related services with respect to the Convention Center. 7. Determine all labor policies, wages and salaries, fringe benefits, and any other personnel benefits with respect to the Convention Center in compliance with local, state, and federal law. 8. Implement all sales, advertising, public relations and promotional policies not covered by this Agreement. 9. Hire or terminate such persons or organizations as employees or manager of any of the functions stated herein that are the responsibility of the Owner. 10. Establish and maintain the master set of all booking records and schedules for the Convention Center (such records and schedules shall be provided to the City and to such third parties as directed by the City, at any time upon reasonable notice of request, and shall remain the property of the City). B. City Management Assistance. The Owner hereby authorizes and engages the City, or its designee as the law permits, to manage the Convention Center during the term of this Agreement as limited and described herein. The City hereby accepts such engagement subject to the terms and conditions expressed in this Agreement. The Owner shall cooperate with the City to the extent necessary for the City to fulfill its duties under this Agreement. Without limiting the generality of the foregoing, the City is hereby authorized and shall be obligated to do as follows in its discretion and as is allowed under the City's budget processes: N 1. Advertise and conduct solicitations and promotional programs to attract tourists and convention delegates or registrants to the Denton Convention Center, including, but not limited to: i. Marketing at the state and local level (including market analysis, campaign development, branding, promotion, etc.); ii. Collecting and reporting metrics on marketing activity; iii. Sales missions developed in conjunction with the Owner's hotel sales team to pre- identify and pre - qualify business - appropriate meetings for the Property; and iv. Partnership development to create collaborative opportunities with local private, public, and non - profit sector entities. 2. Provide meeting, event, and pre- convention services, including, but not limited to: i. Conducting site visits and familiarization tours for potential clients; ii. Customized servicing for groups (registration assistance, delegate name badge preparation, welcome packets, off -site function arrangements, etc.); and iii. Serving as liaison between meeting planner client and hotel, local business, and transportation. 3. Identifying, collecting rate bids from, and securing overflow hotels in Denton for convention delegates. The City's duties described above shall specifically not include event coordinator duties for the Convention Center and those duties shall be the sole responsibility of Owner. C. No Joint Venture /No Joint Employment. This Agreement does not create a joint venture as to the Convention Center development or any separate business enterprise owned by Owner and physically joined to the Convention Center, such as the Hotel and Restaurant; and, the City, or its designee if permitted by law, shall remain independent of the actual operations of the Convention Center and shall only serve in a limited management position for the promotion of tourism and visitors to the City, which duties shall not require oversight or control by the Owner. The City, or its designee, shall not be considered a joint employer in performance under this Agreement and shall have no authority whatsoever over employees of Owner, its representatives, or of any lessee of the Convention Center; and, shall have no control over the terms and conditions of their employment. This Agreement shall not be construed to cause the City, or its designee if permitted by law, to have obligations regarding federal and state employment laws with respect to 3 those employees of Owner, regardless if those employees perform similar duties as the City herein. There shall be no shared employees. D. Expenses. The City shall not receive a management fee. The City shall only be responsible for costs associated with the performance of its duties under Section I.B. herein and shall not be responsible for any other costs incurred by Owner in performing its duties or otherwise operating the Convention Center. From time to time, if the City agrees to additional duties not defined herein, those costs shall be assessed against the Owner and not the City, and such duties shall be included in this Agreement in the form of a written addendum. Any responsibility of the City for costs associated with the management assistance as described in this Agreement shall be subject to annual appropriation by the City Council in the annual budget and the City's obligations under this Agreement shall not constitute a general obligation of the City or indebtedness under the Constitution or laws of the State of Texas. E. Booking Policy. The Owner acknowledges that the interest of the City requires a booking policy that takes into account not only those events which generate substantial direct revenue for the Convention Center, but also takes into account those events which produce less direct revenue, but generate significant peripheral economic benefits in the form of City hotel utilization, increased tourist revenues, and provide a stimulus to the general economy of the City of Denton. Owner agrees to use its commercially reasonable best efforts to accommodate this policy in the operation of the Convention Center. F. Insurance. Owner shall require that proper Certificates of Insurance evidencing general liability, automobile, bodily injury, property damage, death and workers compensation coverage shall be furnished, with copies to the City, and require that all policies be kept in force during the term of the Agreement by all vendors, concessionaires, subcontractors and service providers in the minimum amounts approved by the City. Such policies shall name the City as an additional insured. The Owner further agrees to maintain at all times during the term of this Agreement and the Development Agreement, with responsible insurance companies, insurance as follows: 1. Such worker's compensation, employer's liability or similar insurance as may be required by law, or such greater amounts which Owner shall deem advisable but no less than $1,000,000/$2,000,000; 2. A general liability insurance policy in the amount of at least $1,000,000 per person or $2,000,000 per occurrence for bodily injury or death; 3. An umbrella coverage insurance policy of at least $10,000,000 per occurrence; 4. Such other insurance against such other operation risks as Owner or City deems advisable to insure against, including, without limitation, auto liability insurance, liquor liability insurance and fidelity bonds; 5. Errors & Omissions or Professional Liability Coverage in the amount of at least $1,000,000. 6. Fire insurance and insurance against such other hazards ordinarily included by an all - risk form of extended coverage endorsement on the buildings, operating supplies, furniture, furnishings and equipment in an amount equal to at least one hundred percent (100 %) of actual replacement cost (without deduction for depreciation) thereof, and all M alterations, substitutions and replacements therefore, and bearing a standard noncontributory mortgagee loss payable endorsement in favor of the holders of any Mortgage on the Convention Center and providing, if reasonably available, for waiver of subrogation against such holder and the debt and security of such Mortgage in the event that the Convention Center is restored. This insurance shall include business interruption insurance. The Owner shall add the City as an additional insured on policies required by this Agreement. Moreover, the Owner shall assume all risks in connection with the adequacy of any insurance or self - insurance program and waives any claim against the City for any liability, costs or expenses arising out of any uninsured claim, in part or in full, of any nature whatsoever. Within a reasonable period of time after the effective date of this Agreement, Owner shall provide the City with a Certificate of Insurance showing compliance with this section. Any changes to coverage shall cause Owner to immediately notify the City in writing of such change. G. Compliance. Owner shall make all reasonable efforts to comply with all laws, rules, regulations, requirements, orders, notices, determinations, and ordinances of the City of Denton, including without limitation, the state and local liquor authorities, and the requirements of any insurance companies covering any of the risks against which the Convention Center is insured. Owner shall indemnify and hold harmless the City from any loss, cost, damage, or expense associated with compliance hereunder. H. Management Term. The term of this Agreement shall commence on the date the Agreement is approved by the City Council and shall continue for as long as the term of the Development Agreement, or as otherwise terminated thereby or hereunder. I. Termination. The Agreement may be terminated prior to the expiration of the Agreement upon the occurrence of one or more of the following events: 1. Upon any default of the Development Agreement between the City and the Owner dated following the expiration of applicable cure periods; 2. Upon at least thirty (30) days prior written notice to the other party, if (i) the Convention Center is damaged or destroyed by fire or another casualty; (ii) all or a substantial part of the Convention Center is taken in a condemnation or eminent domain proceeding, or (iii) the Owner advises the City in writing prior to the Effective Date that the Owner has abandoned the development of the Convention Center; 3. Upon at least thirty (30) days prior written notice if Owner shall apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets; file a voluntary petition for bankruptcy; or, become otherwise insolvent; 4. If Owner permanently ceases operation of the Convention Center; E 5. If Owner fails to provide or maintain insurance as required under this Agreement; or 6. If the Development Agreement results in a cessation of the incentive involving Hotel Occupancy Tax, then this Agreement terminates until such time as such incentive is resumed II. MISCELLANEOUS A. Assignability. If the Owner sells the Property, it shall provide the City at least sixty (60) days written notice of such sale identifying the buyer and whether the buyer intends to assume Owner's obligations under this Agreement and the Development Agreement. The City may assign its duties and /or designate a third party non - profit entity to perform the obligations hereunder in its own discretion and without approval of Owner; however, the City shall provide notice of such assignment within fifteen (15) days of the assignment. Failure to provide such notice does not constitute a waiver under this Agreement. B. Subcontract for Performance of Services. Nothing in this agreement shall prohibit, nor be construed to prohibit, the agreement by the City with another entity, person, or organization for the performance of those services described herein. In the event that the City enters into any arrangement, contractual or otherwise, with such other entity, person, or organization, the City shall cause other such entity, person, or organization to adhere to, conform to, and be subject to all provisions, terms, and conditions of this Agreement. C. Indemnification. OWNER AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, OFFICIALS, AGENTS, EMPLOYEES, AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS (ADMINISTRATIVE OR JUDICIAL) OR SUITS FOR INJURIES, DEATH, DAMAGES, LOSSES AND EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS' FEES FOR PRE - TRIAL, TRIAL AND APPELLATE PROCEEDINGS, ACCOUNTING FEES, APPRAISAL FEES AND CONSULTING AND EXPERT WITNESS FEES), ARISING OUT OF (1) ANY NEGLIGENT ACT OR OMISSION, ANY GROSS NEGLIGENCE OR ANY RECKLESS OR WILLFUL MISCONDUCT BY OWNER, ITS OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES; (2) OWNER'S NON - PERFORMANCE OF ITS OBLIGATIONS HEREUNDER (WHETHER NEGLIGENT, GROSSLY NEGLIGENT, RECKLESS, OR WILLFUL); OR (3) ANY ACTION TAKEN BY OR ON BEHALF OF OWNER RELATING TO THIS AGREEMENT WHICH IS NOT PERMITTED BY, OR PURSUANT TO THE PROVISIONS OF THIS AGREEMENT OR REASONABLY NECESSARY TO CARRYING OUT LENDER AND /OR OWNER'S DUTIES. ANY INDEMNIFICATION SHALL APPLY REGARDLESS OF WHETHER OR NOT SAID CLAIM, DAMAGE, LOSS, OR EXPENSE IS COVERED BY INSURANCE AS HEREIN PROVIDED. IN THE Co EVENT THAT A CLAIM IS ASSERTED AGAINST EITHER PARTY OR BOTH, OWNER SHALL PROVIDE CITY WITH A COPY OF SUCH CLAIM WITHIN A REASONABLE TIME FROM RECEIPT. OWNER FURTHER AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, OFFICIALS, AGENTS, EMPLOYEES, AND REPRESENTATIVES AGAINST ALL SUCH CLAIMS OR CAUSES OF ACTION RELATING TO COURSE OF EMPLOYMENT, WORKING CONDITIONS, WAGES AND /OR COMPENSATION OF OWNER EMPLOYEES OR FORMER OWNER EMPLOYEES AT THE CONVENTION CENTER AND RELATED HOTEL AND /OR RESTAURANT, INCLUDING VIOLATIONS OF ANY STATE, LOCAL, OR FEDERAL EMPLOYMENT LAW WHETHER COMMON LAW OR STATUTORY, AND AGAINST CLAIMS OF ANY PAST OR FUTURE LIFE /SAFETY CODE VIOLATIONS. D. Notice. Any notice required to be given under this Agreement or any statute, ordinance, or regulation, shall be effective when given in writing and deposited in the United States mail, certified mail, return receipt requested, or by hand - delivery, addressed to the respective parties as follows: CITY O'REILLY HOTEL PARTNERS — DENTON, LLC City Manager Tim O'Reilly City of Denton O'Reilly Hospitality Management, LLC 215 E. McKinney 2808 S. Ingram Mill Road, Building C100 Denton, TX 76201 Springfield, MO 65804 E. Inurement. This Agreement and each provision hereof, and each and every right, duty, obligation, and liability set forth herein shall be binding upon and inure to the benefit and obligation of the City and OWNER and their respective successors and assigns. F. Application of Laws. All terms, conditions, and provisions of this Agreement are subject to the Charter of the City of Denton, all ordinances passed pursuant thereto, and all judicial determinations relative thereto. This Agreement shall be governed by the laws of the State of Texas and venue shall lie in Denton County, Texas. G. Exclusive Agreement. This Agreement contains the entire understanding and constitutes the entire agreement between the parties hereto concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, express or implied, between or among the parties hereto, relating to the subject matter of this Agreement, which are not fully expressed herein. The terms and conditions of the Agreement shall prevail notwithstanding any variance in this Agreement from the terms and conditions of any other document relating this transaction or these transactions. This Agreement may not be modified, amended, surrendered or changed, except by a written instrument executed by both parties. 7 H. Severability. If any section, subsection, paragraph, sentence, clause, phrase, or word in this Agreement, or application thereof to any person or circumstance is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Agreement, and the parties hereby declare they would have enacted such remaining portions despite any such invalidity. I. No Representation. In entering into this Agreement, the parties acknowledge that the City has made no representation to the Owner regarding Owner's potential earnings, the possibility of future success or any other similar matter respecting the Convention Center and the City's assistance hereunder, and that the City expressly makes no guarantee as to the success of its assistance as provided hereby. This Agreement is effective as of the day of , 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO FORM: ANITA BURGESS, CITY ATTORNEY N. CITY OF DENTON, TEXAS BY: GEORGE C. CAMPBELL CITY MANAGER O'REILLY HOTEL PARTNERS — DENTON, LLC a Missouri Limited Liability Company Its: ACKNOWLEDGMENTS STATE OF TEXAS } COUNTY OF DENTON } The foregoing Management Agreement was executed before me on the day of , 2015 by George C. Campbell, City Manager of the City of Denton, Texas, a Texas municipal corporation, on behalf of said Municipal Corporation. Name: Notary Public in and for the State of Texas STATE OF TEXAS } COUNTY OF DENTON } The foregoing Management Agreement was executed before me on the day of , 2015 by , of O'Reilly Hotel Partners — Denton, LLC., on behalf of said corporation. Name: Notary Public in and for the State of Texas 9 ECONOMIC DEVELOPMENT AGREEMENT WITH O'REILLY HOTEL PARTNERS — DENTON, LLC This Economic Development Agreement ( "Agreement ") is made and entered into as of the effective date provided for below, by O'REILLY HOTEL PARTNERS — DENTON, LLC, a Missouri limited liability company, located at 2808 S. Ingram Mill Road, Building C100, Springfield, Missouri, 65804 ( "Grantee "), and the CITY OF DENTON, a Texas municipal corporation, located at 215 E. McKinney Street, Denton, Texas 76201 (the "City ") for the purposes and considerations stated herein. The City and the Grantee are collectively referred to as the "Parties." WHEREAS, this Agreement is authorized pursuant to Article III, Section 52 -a of the Texas Constitution and Chapter 380 of the Texas Local Government Code (the "Act ") to promote local economic development and to stimulate business and commercial activity in the City of Denton, and pursuant to Chapter 351 of the Texas Tax Code to promote travel, tourism, meetings, conventions, and events for the economic development and growth of the City of Denton and economic benefit of the Parties; and WHEREAS, Grantee owns or is under contract to acquire a tract of land generally located in the Rayzor Ranch Town Center development, Denton, Texas 76201, which is within the city limits of the City of Denton, Denton County, Texas, which includes property located South of US Route 380 ending at Scripture Road, between IH -35 and North Bonnie Brae Street, and more specifically described in Exhibit "A" attached hereto and incorporated by reference as if set forth at length herein (the "Property "); and WHEREAS, the Property is located in the Rayzor Ranch Overlay District which maintains requirements for design and architectural standards that will control when not inconsistent with this Agreement, pursuant to Denton Development Code 35.7.15; and WHEREAS, the Property is also located in the Rayzor Ranch Public Improvement District No. 1 ( "PID"), upon which special assessments have been levied by the City within the PID to cover the issuance of PID Bonds that may be used to fund actual costs of authorized public improvements on the Property, such public improvements to be dedicated to the City in accordance with City of Denton Resolution R2014 -022, and that said PID assessments are not waived by this Agreement; and WHEREAS, Grantee desires to construct a 285 -318 room Embassy Suites hotel "Hotel "), an approximately 70,000- square -foot convention center ( "Convention Center "), and a Houlihan's restaurant ( "Restaurant ") on the Property with an estimated capital investment of approximately $93 million ( "Project "); and WHEREAS, the Grantee, by separate agreement, is delegating to the City certain management functions of a Convention Center, including the visitors' programs and activities in accordance with the terms, provisions, and requirements of the separate agreement; and WHEREAS, on or about September 7, 2015, Grantee submitted a City of Denton Incentive Application ( "Grant Application ") shown in Exhibit "B" concerning the contemplated use and development of the Property in order to request economic development incentives to defray a portion or all of the costs of the development, construction and operation of the Project pursuant to the Act; and WHEREAS, the Grant Application was reviewed by the Economic Development Partnership Board ( "EDP board ") in accordance with the City of Denton's Tax Abatement and Incentive Policy on October 14, 2015 and the EDP board found the Project meets the qualifications for tax incentives and recommended approval of the incentives as outlined herein; and WHEREAS, the City intends to provide Grantee with economic development incentives subject to the terms herein until the earlier of the following: (1) 25 years; or (2) the combined principal amount of $28 million and interest payment of $26 million for a total aggregate amount of $54 million is reached; and WHEREAS, the City Council of the City of Denton hereby finds that the contemplated use and development of the Property, the proposed improvements provided for herein, and the other terms and conditions of this Agreement, will promote economic development, increase employment, and stimulate business and commercial activity within the City of Denton for the benefit of the public and therefore meets the requirements under Chapter 380 of the Texas Local Government Code; and WHEREAS, the City Council of the City of Denton further finds that the proposed Project on the Property will promote tourism and the convention and hotel industry and therefore meets the requirements under Chapter 351 of the Texas Tax Code; and NOW, THEREFORE, the City and Grantee for and in consideration of the Property and the promises contained herein do hereby contract, covenant and agree as follows: I. DEFINITIONS "Approved Franchise" means a franchise agreement approved by the City with an Approved Franchisor whereby O'Reilly Hotel Partners — Denton, LLC is permitted to operate the hotel and restaurant using the name and reservation system of any Approved Franchisor. "Approved Franchisor" means, initially, an Embassy Suites and a Houlihan's Restaurant and Bar; provided that, from and after the date the hotel opens for business to the public throughout the term of the Approved Franchise and in the event, after the expiration of the Approved Franchise, another franchise is entered into, such term after approval by the City within the City's sole discretion, shall also include a national or 2 international hotel franchisor for a Comparable Hotel Property and /or a national or international restaurant franchisor for a specific restaurant product of the same or higher quality than Houlihan's Restaurant and Bar. "Capital Investment" means the total actual capital cost to Grantee for the acquisition of land, development, and construction of the Project, including a reasonable capital operating reserve, and the furniture and equipment installed at the Project. "City HOT Returns" means City of Denton Hotel/Motel Occupancy Tax Reports on which the Grantee or other persons report and remit City of Denton hotel occupancy taxes imposed under Chapter 351 of the Texas Tax Code on amounts paid for hotel rooms in the Proj ect. Such Reports shall be submitted by the Grantee the first week of each month using the prior month's data and shall be in the form attached as Exhibit "C" hereto. "Comparable Convention Center" means the operation and maintenance of the Convention Center in a manner such that its condition shall demonstrate refined, high quality, and fully functional appointments; furniture, fixtures, and equipment; exterior and interior finishes; landscaping; and mechanical, electrical, and structural components consistent with convention centers of comparable size and operation within the State of Texas that are affiliated with Comparable Hotel Properties. For the purposes of this Economic Development Agreement, the term Comparable Convention Center shall include, as of the Effective Date (but which may not be included in the future if such properties no longer meet the definition of "Comparable Convention Centers "), the San Marcos, Texas, convention center and the Frisco, Texas, convention center. The City reserves the right to inspect the Convention Center in the Project from time to time as necessary to maintain compliance herein. "Comparable Hotel Properties" means a hotel that (1) is a full- service, "convention - oriented hotel" (not including so- called "budget" or "limited service" hotels or motels) or, (2) has at least two hundred fifty (250) keys, (3) contains features, finishes, and amenities that are available in hotels of similar age that are at all times during the term of this Economic Development Agreement, maintained so as to be considered an upscale, full- service, "convention- oriented" or full - service hotel, as applicable, that is operated and maintained according to standards similar to those of the Embassy Suites brand as such brand standards exist on the Effective Date of this Agreement, and (4) is located within the State of Texas. For the purposes of this Economic Development Agreement, the term Comparable Hotel Properties shall include, as of the Effective Date (but which may not be included in the future if such properties no longer meet the definition of "Comparable Hotel Properties "), Embassy Suites —San Marcos, Texas and Embassy Suites Frisco, Texas. "Convention Center" means an upscale convention center facility of approximately 70,000 square feet in size under roof, containing meeting space of approximately 37,850 square feet that will accommodate conventions with up to 650 people and a grand banquet room that will accommodate up to 1,750 people for banquet -style events, and related improvements, including landscaping, the required parking spaces as determined by the City's development standards, and required infrastructure. The convention center facility 3 shall be managed in whole or part by the City and shall be primarily used to host conventions and meetings. "Force Majeure" means any contingency or cause beyond the reasonable control of a party including, without limitation, acts of God or the public enemy, acts of terrorism, war, riot, civil commotion, insurrection, government or de -facto governmental action (unless caused by acts or omissions of the party), fires, explosions, rain or other weather delays, floods, strikes, slowdowns or work stoppages. "Full- service Hotel" means mid - price, upscale or luxury hotel with a restaurant, lounge facilities, and meeting space as well as minimum service levels including bell service and room service. "Hotel" means a building in which members of the public obtain sleeping accommodations for consideration. "Improvements" mean the construction and equipping of the Property as set forth in the Grant Application, including but not limited to: (1) costs related to the development and improvement of the real estate, including, without limitation, construction costs and design and engineering costs; and (2) tangible personal property located on or at the Property owned or controlled by Grantee, excluding inventory, supplies, and vehicles. "Management Agreement" means the agreement between the City and O'Reilly Hotel Partners — Denton, LLC setting forth the parties' respective functions in managing the Denton Convention Center in whole or in part and as amended in writing. "Monthly Sales Tax Report" means the monthly report received from the Texas State Comptroller that shows the amount of total taxable sales for a month period. "Restaurant" means a Houlihan's Restaurant and Bar, or another restaurant and bar of similar or higher quality and style, that will be located on the hotel site. "Sales Tax" means the 1% general municipal sales and use taxes imposed by the City of Denton pursuant to Section 321.103(a) of Texas Tax Code and 0.5% additional municipal sales and use tax imposed by the City of Denton from property tax reduction pursuant to Section 321.103(b) of the Texas Tax Code and arising (i) from any person's collection of sales taxes as a result of sales of taxable items consummated at the Project during the term of this Agreement, (ii) from any person's payments to vendors or directly to the Texas Comptroller of Public Accounts of City Sales Taxes on purchases of taxable items consummated at the Project during the term of this Agreement, and (iii) from City Sales Taxes paid by any person in connection with the construction or equipping of the Project. "Texas Comptroller of Public Accounts' Monthly Sales Tax Report" means reports from the Comptroller to the City as provided in Section 321.3022 of the Texas Tax Code that identify amounts paid from the Comptroller to the City, by period, of Sales Taxes. If M during the term of this Agreement, due to a change in law or policy the Comptroller ceases providing such reports with respect to the Sales Taxes, "Texas Comptroller of Public Accounts' Monthly Sales Tax Report" means alternative documentation that the Parties agree establishes the amounts of Sales Taxes received by the City. "Texas Direct Payment Permit" means that permit issued by the State of Texas authorizing Grantee to self - assess and pay applicable state and local use taxes directly to the State of Texas related to selected portions of Grantee's taxable purchases. "Three Diamond Rating" means a Three Diamond Rating under the AAA Diamond Rating Process or if the AAA Diamond Rating Process is not available, a comparable rating under the successor rating process; provided however, that in no event shall the hotel be operated in a manner that falls below the standard or quality of a Comparable Hotel Property. In no circumstance shall the Three Diamond Rating result in a standard with respect to the design, development, construction, furnishing, opening and operation of the hotel which is less than what would be required of by Three Diamond Rating as it exists of the Effective Date. "Upscale Condition" means, with respect to the Hotel, the operation and maintenance of the Hotel in a manner such that their condition shall demonstrate refined, high quality, and fully functional appointments; furniture, fixtures, and equipment; exterior and interior finishes; landscaping; and mechanical, electrical, and structural components consistent with Comparable Hotel Properties, normal wear and tear excepted, that is consistent with the standards of operations and operating plans necessary to obtain a Three Diamond Rating. The City reserves the right to inspect the Project and Property from time to time to determine compliance herein. "Upscale Manner" means the process of developing, designing, constructing, and maintaining the Convention Center, Hotel, and Restaurant as required so they will exist in an Upscale Condition. "Use Tax Certificate" means a certificate or other statement in a form acceptable to the City setting forth the Grantee's collection of use tax imposed by the City and received by the City from the State of Texas, for the use of taxable items (tangible personal property or taxable services) by Grantee at the Property for the applicable grant period which are to be used to determine Grantee's eligibility for a Grant, together with such supporting documentation required herein, and as the City may reasonably request. II. GRANT CONDITIONS A. Grantee covenants and agrees with the City that the City's obligations under this Agreement are subject to the fulfillment of the Grantee's obligations under this Agreement, and Grantee hereby agrees to perform and comply in all material respects to the terms, conditions, and provisions of this Agreement and in all other instruments and agreements between Grantee and the City with respect to the financial or other incentives provided herein. B. Improvements to the Property shall be made in substantial compliance with the description of the Project as set forth in the Grant Application. The City expressly is not obligated in any way to payment of costs and fees for the Improvements, and is only agreeing to the payments as described herein. The kind and location of the Improvements is more particularly described in the Grant Application. For the construction of Improvements and /or remodeling of existing improvements, Grantee shall comply with all City of Denton Code of Ordinances, the regulations of the Rayzor Ranch Overlay District, the City's Tax Abatement and Incentive Policy, Texas Department of Transportation Regulations and any other applicable federal, state, and local law. C. Grantee shall collaborate with the City to jointly select the name of the Convention Center as a whole or for any portion thereof. D. Notwithstanding anything contained in this Agreement to the contrary, no grant or payment shall be made to the Grantee under this Agreement unless and until Grantee has completed the Improvements to the Property no later than 30 months after the start of construction, subject to force inajeure delays as outlined herein, including but not limited to a 285 -318 room Full - Service Hotel with an Approved Franchisor, an approximately 70,000- square -foot Convention Center, and a Restaurant with an Approved Franchisor. As a grant condition, Grantee shall provide a total Capital Investment for the development of the Project of at least $80 million. Grantee is responsible for cooperating in the provision of any receipts or books to determine compliance with this section until Improvements are verified as completed. The Capital Investment shall generate a minimum increase in assessed real estate Improvements and business personal property valuation on the Property over the existing 2015 valuation in the amount of $20 million as a condition of the delivery of the Grant payments. Land and Inventory valuations are not included in the grant incentive calculations. E. Grantee shall continuously operate and maintain the Convention Center, Hotel, and Restaurant in an Upscale Manner for the term of this Agreement. Grantee's obligation to operate and maintain the Convention Center, Hotel, and Restaurant in an Upscale Manner shall survive the expiration of this Agreement and any such assignment of this Agreement authorized by Sec. 6.M. herein shall cause such assignee to be obligated to operate and maintain the Convention Center, Hotel and Restaurant in an Upscale Manner. 0 F. Grantee agrees that any incentive involving the use of Hotel Occupancy Tax funds shall be expended in a manner directly enhancing and promoting tourism and the convention and hotel industry and only as permitted by Chapter 351 of the Texas Tax Code, as amended. Grantee also acknowledges that while not anticipated to occur, if it is found by a court of competent jurisdiction or other official administrative body that the City does not have the legal authority to enter into this Agreement regarding the use of the Hotel Occupancy Tax, then such determination shall cause the incentive involving the use of Hotel Occupancy Tax funds to cease under this Agreement. The termination of this incentive shall not affect the other terms of this Agreement not related to the same. G. Grantee acknowledges and understands that the City shall provide certain management functions of the Convention Center in order for the Grantee to receive the Hotel Occupancy Tax Grant, including visitors' programs and activities pursuant to the terms of this Agreement. In the event that the City ceases to provide certain management functions, any incentive involving the Hotel Occupancy Tax funds shall cease. The City shall continue to provide limited management functions referred to in the Management Agreement for the term of the Management Agreement, unless a default occurs thereunder, with such functions not to be unreasonably withheld. A copy of the Management Agreement between Grantee and the City is attached as Exhibit D to this Agreement for reference. H. Grantee shall use good faith efforts to hire qualified residents of the City of Denton to work at the Project, consistent with business needs and its commitment to equal opportunity and subject to all applicable local, state and federal employment laws. Moreover, Grantee shall use a good faith effort to hire local Denton contractors and suppliers in constructing the Project where qualified and available. L Grantee shall be duly authorized and existing under U.S. law and is in good standing under such laws, and shall be registered to do business in the State of Texas. J. The Project is not exempt from the payment of PID assessments levied on the Property. The City acknowledges that Grantee and the previous owner of the Property, RED Development LLC ( "RED "), have executed an indemnity agreement whereby RED shall indemnify Grantee for any PID assessment due and owing on the Property. Grantee acknowledges that this separate agreement has no binding effect on the City and the City shall not be required to collect PID assessments directly from RED. K. Neither the Property nor any of the Improvements to the Property are owned or leased by any member of the City Council, nor any member of the City Planning and Zoning Commission. L. This Agreement is subject to rights of holders of outstanding bonds of the City, if any. M. In the event of any conflict between the City of Denton Code of Ordinances and federal, state, or other local regulations, and this Agreement, such ordinances and /or 7 regulations shall control; provided that, if there is a subsequent amendment to include any design criteria other than what was in the original Grant Application and to the extent it conflicts with criteria solely involving design in the Rayzor Ranch Overlay, then this Agreement, as amended, shall control. N. In accordance with Chapter 2264 of the Texas Government Code, Grantee shall not knowingly employ any person for or at the Project who is not lawfully admitted for permanent residence to the United States or who is not authorized under law to be employed in the United States ( "Undocumented Worker "). During the term of this Agreement, Grantee shall notify City of any complaint brought against Grantee alleging that Grantee has knowingly employed Undocumented Workers. In the event that Grantee is convicted of a violation under federal law, grant payments shall be terminated. III. TERMS OF GRANT A. Subject to and in exchange for Grantee's compliance with the terms and conditions of this Agreement and any federal, state, or local law, the City hereby agrees to, as an incentive, make the following Grant payments for a maximum of 25 years or until the combined principal amount of $28 million and interest payment of $26 million for a total aggregate amount of $54 million is reached, whichever comes first. The methodology for establishing Grant payments is as follows: 1. An annual grant beginning the first February 1st following the first January lst tax appraisal after receipt by Grantee of the certificate of occupancy for the Convention Center, Hotel, and Restaurant on the Property of lawfully available funds equal to One Hundred Percent (100 %) of ad valorem taxes collected and verified by the City for the prior tax year, exclusive of the taxable value of the underlying land or any increase in taxable value attributable to underlying land (the "City Ad Valorem Tax Grant "). The Ad Valorem Tax Grant shall be paid on or before 60 days after the City's receipt of all ad valorem taxes for the Property for the applicable tax year. The taxable assessed value shall be determined by the Denton County Appraisal District. Such grant shall be subject to annual appropriation by the City Council of the City in the annual budget and the City's obligations under this Agreement shall not constitute a general obligation of the City or indebtedness under the Constitution or laws of the State of Texas. 2. Quarterly grants after the conclusion of each calendar quarter beginning with the calendar quarter that includes the receipt by Grantee of the certificate of occupancy for the Convention Center, Hotel and Restaurant on the Property, of lawfully available funds in an amount equal to One Hundred Percent (100 %) of the City's Hotel Occupancy Tax attributable to amounts paid for hotel rooms on the Property for such calendar quarter, determined with reference to the City HOT Returns (the "Hotel Occupancy Tax Grant "). The Hotel Occupancy Tax Grant shall be paid on or before 60 days after the later of (i) the City's receipt of the City HOT Returns for all periods in a quarter and (ii) the City's receipt of the City HOT Report (in the for attached as Exhibit C hereto) for all periods in a quarter. 3. Quarterly grants after the conclusion of each calendar quarter beginning with the calendar quarter that includes the receipt by Grantee of the certificate of occupancy for the Convention Center, Hotel and Restaurant on the Property, of lawfully available funds in an amount equal to one hundred percent (100 %) of the City's Sales Tax received each quarter from the Project (the "Sales Tax Grant "), as established by the Texas Comptroller of Public Accounts' Monthly Sales Tax Report. The Sales Tax Grant shall be paid on or before 60 days after the later of (i) the City's receipt of the Texas Comptroller of Public Accounts' Monthly Sales Tax Report for all periods in a quarter that identify amount of Sales Taxes for all months of a quarter and (ii) the City's receipt of the Sales Tax for all periods in a quarter. Grantee agrees to provide the City any necessary forms required for release of this information for the verification of grant payments. Such grant shall be subject to annual appropriation by the City Council of the City in the annual budget and the City's obligations under this Agreement shall not constitute a general obligation of the City or indebtedness under the Constitution or laws of the State of Texas. B. A quarterly grant (the "Construction Sales and Use Tax Grant ") during the period of Construction of the Project, from lawfully available funds, in an amount equal to One Hundred Percent (100 %) of Sales Tax receipts, up to a maximum of $850,000.00, collected by the City of Denton on construction materials and furniture, fixtures, and equipment purchased for the development of the Property as set forth in the Texas Direct Payment quarterly sales tax returns submitted by Grantee to the Texas Comptroller of Public Accounts and verified by the City of Denton's Finance Department. Upon reaching a cumulative Construction Sales and Use Tax Grant maximum of $850,000.00, the quarterly grant will be reduced to Fifty Percent (50 %) of the Sales Tax receipts for the same. The Construction Sales and Use Tax Grant shall be paid on or before 60 days after the later of (i) the City's receipt of the Texas Direct Payment Report for all periods in a quarter that identify amount of Sales Taxes for all months of a quarter and (ii) the City's receipt of the Sales Tax for all periods in a quarter. Grantee shall submit the Texas Application for Direct Payment Permit in the form of Exhibit "E" to the Texas Comptroller of Public Accounts. C. The above referenced City Ad Valorem Tax Grant, Hotel Occupancy Tax Grant, Sales Tax Grant, and Construction Sales and Use Tax Grant may be collectively referred to as the "Grants." D. The City's obligation to pay the payments provided in this Agreement is subject to the fulfillment of the General Conditions set forth in Article 11 above. E. Grantee shall have the right to protest and contest any or all appraisals or assessments by the Denton County Appraisal District for the Property, the Improvements or any other tangible personal property owned or controlled by Grantee and located on the Property. The final amount of the Ad Valorem Tax Grant shall be based upon final 0 assessed values after any such protest or contest. The portion of the Ad Valorem Tax Grant corresponding to any taxable assessed values in dispute or under protest with the Denton Central Appraisal District shall be withheld from the annual grant until such protest or dispute has been resolved. Once resolved, the City shall pay any amounts corresponding to the final taxable assessed value as settled, and not previously paid, in the next following annual Ad Valorem Tax Grant. IV. RECORDS, AUDITS, AND EVALUATION OF PROJECT A. The City shall inspect the Convention Center from time to time to determine compliance with the operation of the Convention Center in the manner described herein and consistent with the Property's zoning, overlay, and other City of Denton ordinances. B. The City shall inspect the Hotel property from time to time to determine compliance with the operation of the Hotel in the manner described herein and consistent with the Property's zoning, overlay, and other City of Denton ordinances. C. Grantee shall provide access and authorize inspection of the Property by authorized City employees and allow sufficient inspection of financial information for the limited purpose of insuring that the Improvements are made according to the specifications and conditions of this Agreement. Such inspections shall be in addition to, and not in place of, any inspections required by City ordinance by the City in its governmental capacity for construction of the Improvements. The financial information shall include, without limitation, an inventory listing the kind, number, and location of and the total appraised value of all Improvements to the property, including the appraised value of all buildings and other structures and permanent improvements installed, renovated, repaired or located on the Property. D. Grantee shall deliver to the City no later than January 1 of each year during the term of this Agreement, a Certificate of Compliance utilizing the form attached as Exhibit "F ". The form is subject to revision by the City provided that such revision does not materially change Grantee's rights or obligations under this Agreement. In the Certificate of Compliance, Grantee shall warrant to the City that it is in full compliance with each of its obligations under this Agreement. The City and /or its representative(s), including third- parties contracted by the City, shall have the right to inspect all relevant records of Grantee as are reasonably necessary to verify compliance with all requirements of this Agreement. Such inspections shall be preceded by at least a one (1) week written notice to Grantee and shall not unreasonably interfere with Grantee's business activities. E. Quarterly and Annual Grant payments are predicated on Grantee's submission of and the City's verification of the Certificate of Compliance by January 1 of the applicable grant year. The City is not obligated to make any payments under this Agreement if Grantee fails to timely submit its Certificate of Compliance. If Grantee does not timely submit an annual Certificate of Compliance, within thirty (30) days from the date due after receiving a written notice from the City, the annual Ad Valorem Tax Grant, 10 the quarterly Hotel Occupancy Tax Grant, Sales Tax Grant, and Construction Sales and Use Tax Grant will be forfeited for that year. Upon timely compliance with submission of the Certificate of Compliance the following January 1 of the next year, the annual Ad Valorem Tax Grant, the quarterly Hotel Occupancy Tax Grant, Sales Tax Grant, and Construction Sales and Use Tax Grant shall resume, according to their terms. If Grantee fails to submit a timely Certificate of Compliance for two consecutive years regardless of a cure, this Agreement shall terminate. V. DEFAULT A. Each of the following shall constitute an Event of Default under this Agreement: Failure of the Grantee to continuously maintain and operate the Property to the standard of a Comparable Hotel Property for the term hereof and the Grantee does not cure such failure within one hundred twenty (120) days after written notice from the City to the Grantee describing such failure, or if such failure cannot be cured within such 120 -day period in the exercise of all due diligence, then if the Grantee fails to commence such cure within such 120 -day period or fails to cure such default within a reasonable time after the expiration of the first one hundred twenty (120) -day period, in no event to exceed three hundred sixty five (365) days after the written notice of default. 2. Failure to comply with the terms of the Management Agreement between the City and O'Reilly Hotel Partners — Denton, LLC for the management of the Denton Convention Center. 3. Any warranty, representation or statement made or furnished to the City by or on behalf of Grantee under this Agreement that is false or misleading in any material respect, either now or at the time made or furnished. Provided that, if Grantee learns that any such warranty, representation or statement has become false or misleading since the time that it was made, then Grantee shall provide written notice to the City of the false and misleading nature of such warranty, representation or statement within ten (10) calendar days 4. The dissolution or termination of Grantee's existence as a going business, Grantee's insolvency, appointment of receiver for any part of the Property, any assignment of all or substantially all of the assets of Grantee for the benefit of creditors of Grantee, any type of creditor workout for Grantee, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantee. 5. Grantee's failure to fulfill the Grant Conditions set forth in Article 11 herein. 11 6. Grantee allowing property taxes owed to the City, Denton County, or Denton Independent School District to become delinquent and failing to cure the same within thirty (30) days after receipt of written notice thereof from the City and or Denton Central Appraisal District. 7. An expenditure, by the Grantee, of Hotel Occupancy Tax Grant funds for a purpose not authorized by Chapter 351, Texas Tax Code, as amended. In the event the City determines that Grantee has made an improper or illegal expenditure of Hotel Occupancy Tax Grant funds, Grantee must, no later than thirty (30) days after receipt of written notification from the City, reimburse the City in an amount equal to the improper expenditure, plus interest at the rate of 5 %. Grantee's failure to make reimbursement will constitute a default of this agreement. The City shall have no liability in connection thereof. 8. Failure of Grantee to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any documents generated or otherwise created attendant to this Agreement or in any way related to this Agreement ( "Related Documents "), or failure of Grantee to comply with or to perform any other term, obligation, covenant or condition contained in any other agreement between the City and Grantee, fails to cure such failure within thirty (30) days after receipt of written notice from the City describing such failure, or if such failure cannot be cured within such 30 -day period in the exercise of all due diligence, then if Grantee fails to commence such cure within such 30 -day period or fail to continuously thereafter diligently prosecute the cure of such failure. B. Upon the occurrence and continuance of a default of this Agreement, the City may pursue any legal or equitable remedy or remedies, including, without limitation, specific performance or damages, (including reasonable attorneys' fees), and City may terminate this Agreement by giving written notice of such termination to Grantee; and, this Agreement shall terminate as of the date specified in such notice (which date shall be on or after the date of the notice of termination). If any Event of Default shall occur and Grantee fails to cure such default as provided herein, all commitments of the City under this Agreement, including without limitation, all Grant payments shall immediately terminate with respect to the year or quarter in which notice of the Event of Default is given and for all future years or quarters. Additionally, Grantee shall be obligated to repay the City an amount equal to one hundred percent (100 %) of all previous payments made by the City under this Agreement to the Grantee in the preceding compliance year. If Grantee is required to reimburse the City these amounts hereunder, the City shall notify the Grantee in writing of the amount to be repaid, and shall direct them to pay such amount directly to the City. All such amounts due hereunder shall be due upon demand by the City and if not paid within thirty (30) days following written demand hereunder, the unpaid amount due hereunder shall bear interest at the rate of 5% per annum after demand until paid. All remedies of the City under this Agreement shall be cumulative. 12 VI. GENERAL PROVISIONS A. All improvements to the Property shall be consistent with all federal, state and local law including the Denton Code of Ordinances as well as any other regulations or plans relative to the Property. This Agreement does not constitute a waiver by the City of any development ordinances or conditions. Further, Grantee acknowledges that by executing this Agreement, no entitlement or agreements concerning zoning or land use shall arise, either implied or otherwise. B. Grantee shall complete construction of all improvements to the Property within the timeframes provided for in this Agreement. Notwithstanding the foregoing, Grantee shall have such additional time to complete the Improvements as may be required in the event of Force Maj eure if Grantee is diligently and faithfully pursuing completion of the Improvements. In the event that Grantee requires additional time due to an event of Force Majeure, such additional time shall not exceed 180 days, unless otherwise approved by City Council. C. GRANTEE SHALL INDEMNIFY, SAVE, DEFEND AND HOLD HARMLESS THE CITY, ITS ELECTED OFFICIALS, OFFICERS, AGENTS, ATTORNEYS, EMPLOYEES, AND SUBCONTRACTORS (COLLECTIVELY, THE "INDEMNITEES ") FROM AND AGAINST ANY ADMINISTRATIVE OR INVESTIGATIVE PROCEEDING BY ANY GOVERNMENTAL AUTHORITY DIRECTLY OR INDIRECTLY RELATED, TO A CLAIM, DEMAND, ACTION OR CAUSE OF ACTION, ARISING FROM GRANTEE'S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER. GRANTEE FURTHER INDEMNIFIES, SAVES, DEFENDS, AND HOLDS HARMLESS INDEMNITEES FROM ANY AND ALL LIABILITIES, CLAIMS, LOSSES, COSTS OR EXPENSES (INCLUDING ATTORNEY'S FEES, COURT COSTS, EXPERT WITNESS FEES) THAT ANY INDEMNITEES SUFFER OR INCUR AS A RESULT OF ANY OF THE FOREGOING, AS WELL AS ANY AND ALL LIABILITIES, CLAIMS, LOSSES, COSTS, OR DAMAGES ARISING OUT OF (1) ANY NEGLIGENT ACT OR OMISSION, ANY GROSS NEGLIGENCE OR ANY RECKLESS OR WILLFUL MISCONDUCT BY GRANTEE OR ITS OFFICER, DIRECTOR, AGENT, OR EMPLOYEE, AND (2) THE NON - PERFORMANCE OF GRANTEE'S OBLIGATIONS WHETHER NEGLIGENT, GROSSLY NEGLIGENT, RECKLESS OR WILLFUL, AND (3) ANY ACTION TAKEN BY GRANTEE OR ON BEHALF OF GRANTEE THAT IS NOT PERMITTED BY OR PURSUANT TO, THE PROVISIONS OF THIS AGREEMENT OR REASONABLY NECESSARY TO CARRYING OUT LENDER OR GRANTEE DUTIES.S. D. 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 13 and signed by the party or parties sought to be charged or bound by the alteration or amendment, and in the case of the City, approved by its governing body. E. 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 Denton County, Texas. Venue for any action arising under this Agreement shall lie in Denton County, Texas. F. The signatories hereto shall be subject to all ordinances of the City, whether now existing or in the future arising. This Agreement shall confer no vested rights, as defined and referenced in Chapter 245 of the Texas Local Government Code, as amended, on the Property or Grantee. G. This Agreement shall become a binding obligation on the signatories upon execution by all signatories hereto, including their respective successors and assigns and upon all future owners of the Property. The City warrants and represents that the individual executing this Agreement on behalf of the City has full authority to execute this Agreement and bind the City to the same. Grantee warrants and represents that the individual executing this Agreement on its behalf has full authority to execute this Agreement and bind Grantee to same. H. In the event any provision of this Agreement shall be determined by any court of competent jurisdiction to be invalid or unenforceable, the Agreement shall, to the extent reasonably possible, remain in force as to the balance of its provisions as if such invalid provision were not a part hereof. L All notices required to be given under this Agreement shall be given in writing and shall be effective when actually delivered or when deposited in the United States mail, first class, postage prepaid, addressed to the party to whom the notice is to be given at the addresses shown below. Notices may be given via facsimile at the numbers below. Any party may change its address or fax no. for notices under this Agreement by giving written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, each party agrees to keep the other informed at all times of its current address and fax number. GRANTEE: Tim O'Reilly O'Reilly Hospitality Management, LLC 2808 S. Ingram Mill Road, Building C100 Springfield, MO 65804 CC: David O'Reilly O'Reilly Wooten Offices 2831 S. Ingram Mill Road 14 Springfield, MO 65804 CITY: City Manager City of Denton 215 E. McKinney Denton, Texas 76201 J. Time is of the essence in the performance of this Agreement. K. Grantee represents that this Agreement is entered into by Grantee pursuant to authority granted by its Board of Directors to its Managing Director. A copy of a corporate resolution of Grantee, authorizing this Agreement is attached hereto and made a part hereof as Exhibit "G ". L. This Agreement is authorized by the City Council of the City at its meeting on the 27th day of October, 2015, authorizing the City Manager to execute this Agreement on behalf of the City. A copy of the City Council's ordinance authorizing this Agreement is attached hereto and made a part hereof as Exhibit "H ". M. Except as provided herein, this Agreement may not be assigned or transferred in whole or in part without the prior written approval of the parties, which shall not be unreasonably withheld. This Agreement may be assigned in whole by Grantee, with prior written approval of the City, for the limited purpose of merging or otherwise transferring assets to an entity sharing a degree of ownership or control with Grantee. The assignment, whether in whole or in part, will not take effect until City is provided written notice of such assignment and a copy of same. A permitted assignment by any Party of its interests in this Agreement shall not relieve the assigning Party from its obligations under this Agreement unless the non - assigning Party shall expressly consent in writing to any such release. Any assignee of any Party's rights under this Agreement, as a condition of such assignment, shall execute an assumption of the assigning Party's duties and obligations under this Agreement, including the obligations set forth in Article II herein upon the Grantee's assignment or transfer of this Agreement to any other party, such assumption to be in form reasonably acceptable to the other Parties to this Agreement. N. Grantee hereby agrees construction of the authorized public improvements as set forth in the PID and the dedication of those improvements and any corresponding public access easements to the City is roughly proportional to the need created by the development on the Property within the PID, and Grantee hereby waives any claim therefore that it may have in regards to such improvements. Grantee further acknowledges and agrees that all prerequisites to such a determination of rough proportionality have been met, and that any costs incurred relative to said construction and dedication are related both in nature and extent to the impact of the Project. Grantee further agrees to waive and release all claims it may have related to any and all rough proportionality and individual determination requirements mandated by the United States Supreme Court in Dolan v. City 15 of Tigard, 512 U.S. 374 (1994), and its progeny, and Chapter 212 of the Texas Local Government Code, as well as any other requirements of a nexus between development conditions and the projected impact of this Project. O. It is agreed by the parties to this Agreement that the terms of this Agreement are not intended to and shall not be deemed to create any partnership or j oint venture among parties. The City, its past and future officers, elected officials, employees, and agents expressly do not assume any responsibilities or liabilities to any third party in connection with the Project or the design, construction, or operation of any portion of the Improvements. P. Any party hereto may request an estoppel certificate from another party hereto, but no more frequently than annually, upon written request by the other Party not less than ten (10) business days prior to the need for such certificate, and so long as the certificate is requested in connection with a bona fide business purpose. The requesting Party shall execute, acknowledge and deliver to O'Reilly Hotel Management, LLC, or the City, as the case may be, a statement in writing certifying one or more of the following: (a) the remaining term of this Agreement, (b) that this Agreement is unmodified and in full force and effect (or if there have been any modifications, that the same is in full force and effect as modified and stating the modifications), (c) the number of years remaining for the payment of Grant Payments (d) the Grant Payments remitted to date, and (e) that, to the then current actual knowledge, without independent investigation of Party, no default hereunder on the part of the other Party exists, except that if any such default does exist, the certifying Party shall specify such default. Q. Notwithstanding anything to the contrary herein, Grantee acknowledges and agrees that this Agreement is subject to the provisions of Subchapter I of Chapter 271 of the Texas Local Government Code, as amended, and therefore limits any recovery from suit based on adjudicating claims for breach of this Agreement; however, such acknowledgement does not waive any defenses that the City may bring in the event of suit, including a defense of immunity. R. The City designates this Agreement as a revenue sharing agreement, thereby entitling the City to request sales tax information from the Comptroller pursuant Section 321.3022 of Texas Tax Code. However, Grantee shall cooperate in the provision of any forms necessary for the City to obtain such information, if requested. Grantee acknowledges that this Agreement is subject to the requirements of the Texas Public Information Act, pursuant to Chapter 552, Texas Local Government Code. Should information be requested concerning this Agreement by any person, regardless of whether the City seeks an opinion from the Texas Attorney General to withhold such information, the City may release said information without penalty or liability. This section shall survive termination of this Agreement for any reason whatsoever. This Agreement shall be effective as of the last date of signature of a party hereto as evidenced by the acknowledgment date for such signature (the "Effective Date "). 16 CITY OF DENTON, TEXAS M GEORGE C. CAMPBELL CITY MANAGER ATTEST: JENNIFER WALTERS CITY SECRETARY I:• APPROVED AS TO FORM: ANITA BURGESS CITY ATTORNEY I: O'REILLY HOTEL PARTNERS — DENTON, LLCa Missouri Limited Liability Company LOW Its: 17 ACKNOWLEDGMENTS STATE OF TEXAS COUNTY OF DENTON The foregoing Economic Development Agreement was executed before me on the day of 12015 by George C. Campbell, City Manager of the City of Denton, Texas, a Texas municipal corporation, on behalf of said Municipal Corporation. Name: Notary Public in and for the State of Texas STATE OF TEXAS COUNTY OF DENTON The foregoing Economic Development Program Agreement was executed before me on the day of , 2015 by of O'Reilly Hotel Management, LLC., on behalf of said corporation. Name: Notary Public in and for the State of Texas In EXHIBIT A PROPERTY LEGAL DESCRIPTION 19 Q 0 N 0 12 0 0 0 METES AND BOUNDS DESCRIPTION Convention Center Tract BEING a 11.951 acre tract situated in the B. B. B & C. R. R. Survey, Abstract Number 192, Denton County, Texas, being a portion of the tract of land described as Tract One in the deed to Allegiance Hillview, L.P. recorded in Document Number 2006 - 41743, Deed Records of Denton County, Texas and a portion of the tract of land described in the deed to DB Denton II, LLC recorded in Document Number 2010 - 74478, Deed Records of Denton County, Texas said 11.951 acre tract of land being more particularly described as follows: COMMENCING at a point in the easterly right —of —way line of Interstate Highway 35 (a variable width right —of —way) for the southwesterly corner of the tract of land described in the deed to DB Denton ll, LLC recorded in Document Number 2010 - 74478, Deed Records of Denton County, Texas; THENCE with the southerly line of said DB Denton ll, LLC tract the following: North 73' 36' 21 " East a distance of 121.73 feet to a point; South 17' 16' 37" East a distance of 15.00 feet to a point; North 73' 36' 21 " East a distance of 99.88 feet to the point of curvature of a curve to the right having a radius of 485.00 feet; Northeasterly along said curve through a central angle of 12' 18' 37" an arc distance of 104.21 feet with a chord bearing of North 79' 45' 39" East and a chord distance of 104.00 feet to the POINT OF BEGINNING; THENCE departing the southerly line of said DB Denton II, LLC tract North 16' 23' 26" West a distance of 217.87 feet to a point; THENCE North 73' 13' 43" East a distance of 364.79 feet to a point; THENCE North 00' 56' 56" East a distance of 69.07 feet to a point; THENCE South 89' 03' 00" East a distance of 384.45 feet to the beginning of a non — tangent curve to the right having a radius of 38.25 feet; THENCE Southeasterly along said curve through a central angle of 90' 00' 04" an arc distance of 60.08 feet with a chord bearing of South 44' 03' 05" East and a chord distance of 54.09 feet to the end of said curve; THENCE South 00' 56' 58" West at a distance of 362.89 feet passing the southerly line of said DB Denton II, LLC tract in all a total distance of 688.23 feet to a point; THENCE South 73' 33' 31 " West a distance of 572.34 feet to a point; THENCE North 16' 23' 26" West a distance of 533.72 feet to the POINT OF BEGINNING; CONTAINING a computed area of 11.951 acres (520,592 square feet) of land. EXHIBIT 'A' B000056.004 PAGE 1 OF 7 A drawing of even date accompanies this metes and bounds description. CONVENTION CENTER TRACT B. B. B. & C. R. R. SU RVEY OCTOBER 28, 2015 ................................ ............................... ABSTRACT NO. 192 Mkv Zc Aw DUNAWA y CITY OF DENTON 550 Bailey Avenue • suite 401 • Fat worth, Texas 76107 D E NTO N COUNTY, TEXAS Tel: 817.335.1121 • FcDc:817.335.7437 FIRM REGISTRATION 10098100 0 `a m 0 w O ii Curve Table Curve Central a Radius Arc Chord Bearing Number Angle RAYZOR RANCH Length and Distance C1 12'18'37" 485.00' 104.21' N79'45'39 "E 104.00' TOF TOWN CL PO fA yZb R F N73'3621' "= 3121.7S1 DOCUMENT! B G N I N V 5-1 1,5.00' P INT OF COMMENCIN 2 L A a A � 2 Z TA 0 o� 7.G B000056.004 A metes and bounds description of even date accompanies this drawing. OCTOBER 28, 2015 A%; D U N AWA y 550 Bailey Avenue - Suite 400 - Fort Worth, Texas 76107 Tel: 817.335.1121 - Fax: 817.335.7437 FIRM REGISTRATION 10098100 a s�R .� �9 Z 11.951 ACRES' 1 LO &OgG �y0 520,692 SQUARE FEET) LLEGIANCE HIL LVIEW, L.P. TRACT ONE 2C ^6- -41743 _ 512.3, 51333'3 "w ALLEGIANCE HILLVIEW, L.P. TRACT ONE DOCUMENT NUMBER 2006 -41743 BLOCK 1 RAYZOR RANCH SOUTH 0 200' CABINEY Y, SLIDE 470 SCALE FEET EXHIBIT 'A' ' -- 200' PAGE 2OF7 CONVENTION CENTER TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY OF DENTON DENTON COUNTY, TEXAS v 0-= 90'00'04" aB DEN ON fi, Lt.(,- R -38 25 L =60.08' `a,, T BLOCK ,,)7 i�7 iL r % "`L01 N % NUMBER H ". S44'03'05 'E 54.49' RAYZOR RANCH RAYZOR RA'J /r 'iy;ir.. /..... TOWN CENTER TOWfd r ;E:NTE:� ,. DOCUMENT NUMBER DOuUfA ENT NUMBER S$9'03'00 "E - 2015 -180 2 015 - -180 „ ' 384.45' N00'56'56 "E '43 69.07' N13 �3q 19' DB DENTON 11, LLC Z 36 DOCUMENT NUMBER" TOF TOWN CL PO fA yZb R F N73'3621' "= 3121.7S1 DOCUMENT! B G N I N V 5-1 1,5.00' P INT OF COMMENCIN 2 L A a A � 2 Z TA 0 o� 7.G B000056.004 A metes and bounds description of even date accompanies this drawing. OCTOBER 28, 2015 A%; D U N AWA y 550 Bailey Avenue - Suite 400 - Fort Worth, Texas 76107 Tel: 817.335.1121 - Fax: 817.335.7437 FIRM REGISTRATION 10098100 a s�R .� �9 Z 11.951 ACRES' 1 LO &OgG �y0 520,692 SQUARE FEET) LLEGIANCE HIL LVIEW, L.P. TRACT ONE 2C ^6- -41743 _ 512.3, 51333'3 "w ALLEGIANCE HILLVIEW, L.P. TRACT ONE DOCUMENT NUMBER 2006 -41743 BLOCK 1 RAYZOR RANCH SOUTH 0 200' CABINEY Y, SLIDE 470 SCALE FEET EXHIBIT 'A' ' -- 200' PAGE 2OF7 CONVENTION CENTER TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY OF DENTON DENTON COUNTY, TEXAS Q 0 N 0 12 0 0 O METES AND BOUNDS DESCRIPTION Convention Center — DB Denton II, LLC Tract BEING a 6.159 acre tract situated in the B. B. B & C. R. R. Survey, Abstract Number 192, Denton County, Texas, being a portion of the tract of land described in the deed to DB Denton II, LLC recorded in Document Number 2010 - 74478, Deed Records of Denton County, Texas, also being situated in Lot 10, Block A, Rayzor Ranch Town Center, an addition to the City of Denton according to the plat recorded in Document Number 2015 -180, Plat Records of Denton County, Texas, said 6.159 acre tract of land being more particularly described as follows: COMMENCING at a point in the easterly right —of —way line of Interstate Highway 35 (a variable width right —of —way) for the southwesterly corner of said DB Denton II, LLC tract; THENCE with the southerly line of said DB Denton II, LLC tract the following: North 73° 36' 21 " East a distance of 121.73 feet to a point; South 17° 16' 37" East a distance of 15.00 feet to a point; North 73° 36' 21 " East a distance of 99.88 feet to the point of curvature of a curve to the right having a radius of 485.00 feet; Northeasterly along said curve through a central angle of 12° 18' 37" an arc distance of 104.21 feet with a chord bearing of North 79° 45' 39" East and a chord distance of 104.00 feet to the POINT OF BEGINNING; THENCE departing the southerly line of said DB Denton II, LLC tract North 16° 23' 26" West a distance of 217.87 feet to a point; THENCE North 73° 13' 43" East a distance of 364.79 feet to a point; THENCE North 00° 56' 56" East a distance of 69.07 feet to a point; THENCE South 89° 03' 00" East a distance of 384.45 feet to the beginning of a non — tangent curve to the right having a radius of 38.25 feet; THENCE Southeasterly along said curve through a central angle of 90° 00' 04" an arc distance of 60.08 feet with a chord bearing of South 44° 03' 05" East and a chord distance of 54.09 feet to the end of said curve; THENCE South 00° 56' 58" West a distance of 362.89 feet to a point in the southerly line of said DB Denton II LLC tract; THENCE with the southerly line of said DB Denton II LLC tract the following: South 77° 47' 38" West a distance of 36.00 feet to the point of curvature of a curve to the right having a radius of 1,015.00 feet; continued next page... EXHIBIT 'A' B000056.004 PAGE 3 OF 7 A drawing of even date accompanies this metes and bounds description. CONVENTION CENTER - DB DENTON II, LLC TRACT OCTOBER 28, 2015 ................................ ............................... B. B. B. & C. R. R. SU RVEY ABSTRACT NO. 192 Zc A%; DUNAWAY 550 Bailey Avenue • suite 401 • Fat worth, Texas 76107 CITY OF DENTON Tel: 817- 335 -1121 • Fmc:817.335 -7437 DENTON COUNTY, TEXAS FIRM REGISTRATK)NN 10098100 12 0 0 O Z 0 `a 0 w O ii Curve Table Curve Central aus Radius LOT 9, BLOCK A Chord Bearing Number Angle ....., Length and Distance C1 12 °18'37" 485.00' 104.21' N79 °45'39 "E 104.00' L �-A o m �s �G) A :L G O Z �i Uj U'A B000056.004 SO4J9ti ee e ��,c X01 P5 CENTER qT NUME 5 -180 58.25' '03'0: POINT OF COMMENT A metes and bounds description of even date accompanies this drawing. OCTOBER 28, 2015 A%; D U N AWA y 550 Bailey Avenue • Suite 400 • Fort Worth, Texas 76107 Tel: 817.335.1121 • Fax: 817.335.7437 FIRM REGISTRATION 10098100 �a S77'47'38 "W 36.00' 4.82' 431.51' SOUTH E 470 0 200' SCALE FEET 1 "= 200' PAGE 5OF7 CONVENTION CENTER - DB DENTON II, LLC TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY OF DENTON DENTON COUNTY, TEXAS ,rvuu�cr�o ` LOT 9, BLOCK A <:..... 69,07' „ _ _ ....., RAYZOR RANCH S89'03'00 "E 384:45' TOWN CENTER DOCUMENT NUMBER DB DENTON II, LLC 2015 -180 " DOCUMENT NUMBER 0, 2010 -74478 a4 RAYZOR RANCH 04 (0 N1 6'23'26 "W TOWN CENTER 217.V DOCUMENT, NNU /v1BER 3 56'21"E �?�1 --180; co 3` to 59 ACRES S17'1637 "E (26it,287 SOUkRE FEES) 0 15,00' POINT OF COMMENT A metes and bounds description of even date accompanies this drawing. OCTOBER 28, 2015 A%; D U N AWA y 550 Bailey Avenue • Suite 400 • Fort Worth, Texas 76107 Tel: 817.335.1121 • Fax: 817.335.7437 FIRM REGISTRATION 10098100 �a S77'47'38 "W 36.00' 4.82' 431.51' SOUTH E 470 0 200' SCALE FEET 1 "= 200' PAGE 5OF7 CONVENTION CENTER - DB DENTON II, LLC TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY OF DENTON DENTON COUNTY, TEXAS Q 0 N 0 12 0 0 O METES AND BOUNDS DESCRIPTION Convention Center — Allegiance Hillview Tract BEING a 5.792 acre tract situated in the B. B. B & C. R. R. Survey, Abstract Number 192, Denton County, Texas, being a portion of the tract of land described as Tract One in the deed to Allegiance Hillview, L.P. recorded in Document Number 2006 - 41743, Deed Records of Denton County, Texas, said 5.792 acre tract of land being more particularly described as follows: COMMENCING at a point in the easterly right —of —way line of Interstate Highway 35 (a variable width right —of —way) for the southwesterly corner of the tract of land described in the deed to DB Denton Il, LLC recorded in Document Number 2010 - 74478, Deed Records of Denton County, Texas; THENCE with the southerly line of said DB Denton ll, LLC tract the following: North 73° 36' 21 " East a distance of 121.73 feet to a point; South 17° 16' 37" East a distance of 15.00 feet to a point; North 73° 36' 21 " East a distance of 99.88 feet to the point of curvature of a curve to the right having a radius of 485.00 feet; Northeasterly along said curve through a central angle of 12° 18' 37" an arc distance of 104.21 feet with a chord bearing of North 79° 45' 39" East and a chord distance of 104.00 feet to the POINT OF BEGINNING; Southeasterly continuing along said curve through a central angle of 16° 25' 24" an arc distance of 139.02 feet with a chord bearing of South 85° 52' 20" East and a chord distance of 138.55 feet to the point of tangency of said curve; South 77° 39' 38" East a distance of 102.42 feet to the point of curvature of a curve to the left having a radius of 1,015.00 feet; Southeasterly along said curve through a central angle of 24° 32' 43" an arc distance of 434.82 feet with a chord bearing of South 89° 56' 00" East and a chord distance of 431.51 feet to the point of tangency of said curve; North 77° 47' 38" East a distance of 36.00 feet to a point; THENCE departing the southerly line of said DB Denton Il, LLC tract South 00° 56' 58" West a distance of 325.33 feet to a point; THENCE South 73° 33' 31 " West a distance of 572.34 feet to a point; THENCE North 16° 23' 26" West a distance of 533.72 feet to the POINT OF BEGINNING; CONTAINING a computed area of 5.792 acres (252,305 square feet) of land. EXHIBIT 'A' B000056.004 PAGE 6 OF 7 A drawing of even date accompanies this metes and bounds description. CONVENTION CENTER - ALLEGIANCE HILLVIEW TRACT OCTOBER 28, 2015 ................................ ............................... B. B. B. & C. R. R. SU RVEY ABSTRACT NO. 192 Zc A%; DUNAWAY 550 Bailey Avenue • suite 401 • Fat worth, Texas 76107 CITY OF D E N TO N Tel: 817 -335 -1121 • Fmc:817.3M.7437 DENTON COUNTY, TEXAS FIRM REGISTRATK)NN 10098100 Curve Table Curve Central a Radius Arc Chord Bearing Number Angle D DENTON 11, LLC Length and Distance C1 12 °18'37" 485.00' 104.21' N79 °45'39 "E 104.00' K A DOCUMENT M4 2013- S17'16' N�3 36' 21 , 15.00' 1 1211 POINT OF COMMENCIN L � . a oA t' a O Uj �J B000056.004 A metes and bounds description of even date accompanies this drawing. OCTOBER 28, 2015 A%; D U N AWA y 550 Bailey Avenue • Suite 400 • Fort Worth, Texas 76107 Tel: 817.335.1121 • Fax: 817.335.7437 FIRM REGISTRATION 10098100 LOT 9, BLOCK A RAYZOR RANCH TOWN CENTER DOCUMENT NUMBER 2015 -180 5,000 P5 - 4'1 145 ,512.34 s13 33,31 "W ALLEGIANCE HILLVIEW, L.P. TRACT ONE DOCUMENT NUMBER 2006 -41743 BLOCK 1 RAYZOR RANCH SOUTH CABINEY Y, SLIDE 470 0 200' SCALE FEET EXHIBIT 'A' '.- 200' PAGE 7OF7 CONVENTION CENTER - ALLEGIANCE HILLVIEW TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY OF DENTON DENTON COUNTY, TEXAS 11, LLC ,41IMBEf -478 D DENTON 11, LLC DOCUMENT NUM�E3ER '2010'-74478 JT OF RTO�uN CENTER INNING DOCUMENT NUMBER 6'25'24" 185.00',: L= 139.02' N7T4T38 "E = S85t2',20 "E 138.55' 36.00' 0= 24'32'43" 8=1015,40' L= 434.82' - CH- 56'00 "E 431.51' 39,38" 10,E 3 5.792 ACRES Go Y) M (0 Ui (252,305 SQUARE rEET) © r) A%; D U N AWA y 550 Bailey Avenue • Suite 400 • Fort Worth, Texas 76107 Tel: 817.335.1121 • Fax: 817.335.7437 FIRM REGISTRATION 10098100 LOT 9, BLOCK A RAYZOR RANCH TOWN CENTER DOCUMENT NUMBER 2015 -180 5,000 P5 - 4'1 145 ,512.34 s13 33,31 "W ALLEGIANCE HILLVIEW, L.P. TRACT ONE DOCUMENT NUMBER 2006 -41743 BLOCK 1 RAYZOR RANCH SOUTH CABINEY Y, SLIDE 470 0 200' SCALE FEET EXHIBIT 'A' '.- 200' PAGE 7OF7 CONVENTION CENTER - ALLEGIANCE HILLVIEW TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY OF DENTON DENTON COUNTY, TEXAS EXHIBIT B CITY OF DENTON INCENTIVE APPLICATION 20 Exhibit B OF 1 1 City of Denton Incentive Application City of Denton Department of Economic Development Denton, Texas 76201 (940) 349 -7776 (940) 349 -8596 FAX www.cilyofdenton.com Aimee.BissettLcityofdenton.com 2014 Tax Abatement Policy INCENTIVE APPLICATION CITY OF DENTON, TEXAS 1. Property Owner O'Reilly Hotel Partners- Denton, LLC (OHPD) Company or Project Name Denton Convention Center, Hotel, and Restaurant Mailing Address 2808 South Ingram Mill Road, Building C100 Springfield, MO 65804 Telephone 417 - 851 -8700 Fax No. 417-881-8225 Website www.ohospitalitymanagement.com Contact Name Tim O'Reilly Title CEO /Manager Mailing Address O'Reilly Hospitality Management LLC 2808 South Ingram Mill Road, Bldg. C -100 Springfield, MO 65804 Telephone 417 - 851 -8700 Fax No. 417 - 881 -8225 Email Address tim@ohospitalitymanagement.com 2. Provide a chronology of plant openings, closing and relocations over the past 15 years. OHM has evolved from a small company managing one hotel in 2007, to an organization of over 750 team members managing ten hotels and four restaurants in multiple states. The company has franchises with Hilton, Marriott, Intercontinental Hotel Group, Wyndham Hotel Group, Cambria Suites, Houlihan's and Boston's Restaurants. Currently two more hotels are under construction and several other projects are in development. 3. Provide a record of mergers and financial restructuring during the past 15 years. OHM acquired four hotels and two restaurants and constructed three hotels and one restaurant between 2009 and 2015. 4. Will the occupants of the project be owner or lessee? If lessee, are occupancy commitments already existing? Owners Page 2 of 8 2014 Tax Abatement Policy 5. Is the project a relocation of existing facility or a new facility to expand operations? If relocation, give current location. N/A 6. If an existing Denton business, will project result in abandonment of existing facility? If so, the value of the existing facility will be subtracted from the value of the new facility to arrive at total project value. N/A 7. Property Description. See attached site plan 8. Current Value Unknown — purchase price will be $5.50 per sq. foot and 11 -13 acres to be determined by parking requirements. 9. Increased Value/Estimated Total Cost of Project. $92,713,780 ($25,927,911 for convention center) Structures $68,255,216 Site Development $2,481,000 Personal Property $12,384,602 Other Improvements $9,592,962 10. Indicate percent of tax abatement and number of years requested. Percent Requested Years Requested 25 Performance based economic incentives that include hotel occupancy taxes generated from the convention center hotel, property taxes derived from the taxable assessed value of the facility, and sales taxes generated forth sales and concessions of the hotel and convention center. Additionally, impact of sales taxes that OHPD will have to pay on construction of the convention center. 11. Give a brief description of the activities to be performed at this location, including a description of products to be produced and /or services to be provided. Located in Rayzor Ranch Market Place this project will consist of an 285 -318 room Embassy Suites Hotel, a 70,000 square foot convention center and a Houlihan's Restaurant. As a major anchor of the Market Place, The convention center will be full of activity with anticipated meeting space of approximately 37,850 square feet and a Grand Banquet room that will hold up to 1,700 people, 12. Describe any off -site infrastructure requirements: N/A • Water • Wastewater Page 3 of 8 2014 Tax Abatement Policy • Streets • Drainage • Other 13. Project Operation Phase. Provide employment information for the number of years incentive is requested. F. Types of jobs created. List the job titles and number of positions in each category that will be employed at the facility. Provide average wage for each category. Salaried department heads: 20 -25, $35,000 - $120,000 per year. Hourly full & part time employees: 32 clerical, 25 housekeeping, 16 kitchen, 27 banquets, 3 lounge, 7 administration, 12 sales, 8 maintenance, 12 restaurant. G. Indicate the number of shifts the project will operate Primarily two shift, first and second. Third shift for hotel. H. Estimate annual utility usage for project: Electric kWh Water gpd Wastewater gpd Gas mcf 14. Describe any other direct benefits to the City of Denton as a result of this project (e.g., sales tax revenue or project elements identified in Tax Abatement Policy, Section 111). Page 4 of 8 At Project Existing Start Date At Term of Employment Information Operation (mo /yr) Incentive (if applicable) / A. Total number of permanent, full -time jobs N/A 142 175 -200 B. Employees transferred from outside Denton N/A N/A N/A C. Net permanent full -time jobs (A. minus B.) N/A 142 175 -200 E. Total annual payroll for all permanent, full -time N/A jobs (A.) F. Types of jobs created. List the job titles and number of positions in each category that will be employed at the facility. Provide average wage for each category. Salaried department heads: 20 -25, $35,000 - $120,000 per year. Hourly full & part time employees: 32 clerical, 25 housekeeping, 16 kitchen, 27 banquets, 3 lounge, 7 administration, 12 sales, 8 maintenance, 12 restaurant. G. Indicate the number of shifts the project will operate Primarily two shift, first and second. Third shift for hotel. H. Estimate annual utility usage for project: Electric kWh Water gpd Wastewater gpd Gas mcf 14. Describe any other direct benefits to the City of Denton as a result of this project (e.g., sales tax revenue or project elements identified in Tax Abatement Policy, Section 111). Page 4 of 8 2014 Tax Abatement Policy 15. Is property zoned appropriately? Yes X No Current zoning. Zoning required for proposed project. Anticipated variances. 16. Is property platted? Yes No X Will replatting be necessary Yes X No 17. Discuss any environmental impacts created by the project. N/A A. List any permits for which applicant must apply. Applicant will be required to provide City with copies of all applications for environmental permits upon completion of application(s). N/A B. Provide record of compliance to all environmental regulations for the past five years. N/A 18. Provide specific detail of any businesses /residents that will be displaced and assistance that will be available from the requesting company. N/A 19. Provide description of any historically significant area included within the project's area as determined by the Historic preservation Officer. If any, give detail of how the historically significant area will be preserved. 20. Justification for Incentive Request: Substantiate and more fully describe the justification for this request. Include the amount of the incentive requested and show how it will contribute to the financial viability of the project. Submit attachments if necessary. The project would not be economically viable without the requested incentive, and with the incentive there is great economic vitality and impact to the City of Denton. Page 5 of 8 2014 Tax Abatement Policy 21. List additional abatement factors to be considered for this project as outlined on pages 3 and 4 of the Incentive Policy. 22. Financial Information: Attach a copy of the latest audited financial statement or, in the case of a new project, a business plan. See attached 10 year proforma 23. Does the project have an eligible environmentally sustainable or renewable energy component (if so, please identify type and provide a brief description)? See attached documentation, OHM Sustainability. 24. Applicants seeking LEED certification must complete the Green Building Application for Tax Abatement (Exhibit B of the policy). See attached documentation, OHM Sustainability. Page 6 of 8 Occupies building vacant for at least 2 years Donation of materials to public schools Project creates high - skilled, high - paying jobs Improvements to Downtown Significant relationship with universities Project fortes business park X 25% of new jobs filled by Denton residents International or national headquarters X 25% local contractors to be utilized Medical manufacturing or research facility 25% of jobs are knowledge -based x Environmentally sustainable practices used Donation of significant public art Renewable Energy generated /stored /utilized X Community support and involvement: Attach description of community involvement 22. Financial Information: Attach a copy of the latest audited financial statement or, in the case of a new project, a business plan. See attached 10 year proforma 23. Does the project have an eligible environmentally sustainable or renewable energy component (if so, please identify type and provide a brief description)? See attached documentation, OHM Sustainability. 24. Applicants seeking LEED certification must complete the Green Building Application for Tax Abatement (Exhibit B of the policy). See attached documentation, OHM Sustainability. Page 6 of 8 2014 Tax Abatement Policy COMPLETE THIS SECTION IF REQUESTING ADDITIONAL INCENTIVE BASED ON LEED CERTIFICATION CONSTRUCTION 1. Property Owner O'Reilly Hotel Partners- Denton, LLC Company or Project Name Embassy Suites by Hilton Hotel, Convention Center & Houlihan's Restaurant Mailing Address 2808 South Ingram Mill Road Building C100 Springfield, MO 65804 Telephone 417 - 851 -8700 Fax No. 417 - 881 -8225 Website www. ohospitalitymana- ement. com Contact Name Tim O'Reilly Title Manager /CEO Mailing Address 2808 South Ingram Mill Road Building C100 Springfield, MO 65804 Telephone 417 - 851 -8700 Fax No. 417 - 881 -8225 Email Address tirokohospitalitprianagement.com 2. Project location address: Rayzor Ranch, Denton, TX, no specific address assigned yet 3. Provide documentation that the project has been registered with the U.S. Green Building Council. Please see attached 4. Provide a description of the project (please include the building size, number of occupants and estimated budget). 335,000 square foot project consisting of an 11 story, 318 suite Embassy Suites by Hilton hotel, a 70,000 square foot convention center with a 1,700 seat ballroom and additional meeting space for another 700, and a 250 seat Houlihan's Restaurant. The property will have an indoor pool and spa, CVB office space, and related support spaces. An event lawn and a second floor exterior courtyard are also planned. 6. Attach a preliminary Leadership in Energy and Environmental Design (LEED) Scorecard illustrating how project will achieve the LEED certification. Level of Certification: Silver Number of Points:47 Page 7 of 8 2014 Tax Abatement Policy This Incentive Application is submitted with the acknowledgement that additional information may be required. Authorized Signature Date: Page 8 of 8 U.S, GREEN WILMNIG L '" Dear Christina Parks, Your LEED project has been successfully registered in LEED Online. Project ID Project Title Project Access ID Project Rating System Registration Type Registration Date Project Location 1000061657 Embassy Suites Rayzor Ranch 246344300143911 LEED -NC v2009 Individual Project 09/04/2015 Denton,TX,US,76201 You may now log into LEED Online to manage your project and begin the application process.The first time you log in, you will be presented with a set of 'Getting Started' information that will help you kick off the certification process. Further technical LEED assistance is available through the following resources: The help section of LEED Online LEED Resources & Tools rttla,,i; uG °vr.ti..R.,rt'.ariR.,t °GnG G�G °itg „ftG�,ctgariw. LEED Reference Guides : huts,: n(,v,.us bc.w1, Ist(m, i( %f(i( %nc(% 1 uidcs - Subscribe to LEED Update, a quarterly e- newsletter from USGBC and GBCI : Irllta,° 17G °,r.Gi,7ly,G aziw, NG °,LYC�G�� �tG'G'Ettrlrl ,Grlr / „G�islaliaziri, - LEEDuser, a third -party resource that offers a variety of supplemental LEED advice: , /,r,r.1( %(%(h1S(%1.c( mt If you find an error within the LEED Online system, including any of the forms, please report it using of the feedback button, located in the menu bar. If you have questions about the technical content of LEED or the certification process,please contact the Green Building Certification Institute (GBCI) If you experience any problems, please contact the Green Building Certification Institute(GBCI) at: Phone :1 -800- 795 -1746 Email P�ifi] „ /, /v�rv�rv�r �}P]r rr�.l /flri�i,Ar ill, Please note, only projects registered through LEED Online v3 will be visible in your LEED Online v3 project list.lf you have previously registered a project under LOv2, you will only be able to access those projects in LEED Online v2. Thank you, GBCI "This is an automatically generated email. 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U L L �J \».� -® \ \� � \ \\ © d ? 2.� \� ±� } \ \: \ \ \ }�� »� \ { \ \ \ \ / \ \ \ \ \ ' . � } \ \ \ \� \ { \ \ \ \ / \ \ \ \ \ 4 11111 , 1 j 1 [ 1 ! f { L1 2 h;h i 11114 1 f { L1 2 h;h i EXHIBIT C CITY OF DENTON HOTEL OCCUPANCY TAX REPORT FORM 21 HOTEL OCCUPANCY TAX REPORT Period Ending: Due Date: Owner's Name & Location Gross Sales: $ Less Tax Exemptions: (See attached report for breakdown) ( ) Less Other Exemptions: (See attached report for breakdown) ( ) Total Taxable Revenues: $ Prepared by: Signature: Total City 7% Tax Collected: Adjustments ( + / -) Form Attached: Total City Tax Submitted hoters ivame, manager & Location Average Daily Room Rate: $ Total # of Rooms Rented: Monthly Occupancy Rate: I declare, under the penalties for filing false reports, that this return (including any accompanying schedules and statements) has been examined by me and to the best of my knowledge and belief is a true, correct, and complete return. Make remittance payable to: Type or print name and title CITY OF DENTON TAX OFFICE 601 E. HICKORY, SUITE F DENTON, TX 76205 Date: To avoid a 5% penalty, reports and payment must be received by the due date indicated above. If the tax is not paid by the due date, a 5% penalty will be assessed during the first 30 days. If the tax remains unpaid for days 31 through 60 an additional 5% penalty will be assessed and due to the City of Denton. THIS FORM MUST BE COMPLETE IN ITS ENTIRETY Furnish details of any changes occurring since last report on page 2. Furnish exemption details taken during this reporting period on page 3. CHANGES OCCURRING SINCE LAST REPORT Effective Date: Type of Change: ( ) Sale ( ) Other: Name of Business: Name of Manger: ( ) Foreclosure ( ) Name Change New Owner's Information Owner's Name: Owner's Address: Mailing Address: City, State, Zip: Phone: "If a person who is liable for the payment of a tax under this chapter is the owner of a hotel and sell the hotel, the successor to the seller or the seller's assignee shall withhold an amount of the purchase price sufficient to pay the amount due until the seller provides a receipt by a person designated by the municipality to provide the receipt showing that the amount has been paid or a certificate showing that no tax is due." "The purchaser of a hotel who fails to withhold an amount of the purchase price as required by this section is liable for the amount required to be withheld to the extent of the value of the purchase price." (351.0041 State Local Taxation Title 3) CITY HOTEL OCCUPANCY TAX EXEMPTIONS Effective June 18, 1996 Those exempt form the 7% City taxes are only: 1. Guests who stay longer than 30 days must notify the hotel upon arrival. (Permanent Resident) 2. An officer, employee, agency, institution (other than an institution of higher education), board, or commission of this state, for whom a special provision or exception to the general rate of reimbursement under the General Appropriations Act applies and who is provided with photo identification verifying the identity and exempt status of the person, is not required to pay the tax. Please note that local government personnel OWE state and local tax. CO Z 0 IL Z x 0 LU Z LU LL L) (D 0 z z IL =) z L) LU Lli 0 L) -i z Lu 0 P 2 LU 0 W H 0 0 LL = 2 Ozz W :3 0 0 z 2) V) ji 0. >- LLI x LLI o L) z LLI z 0 N 01 LLI Z cn LLI LLI z 0 -i 0 LL M 0 L) LLI W M L) z L) LLI L) C14 M zT LO CO r- 00 0) C) N M ,I- LO CO 00 0) C) M "t LO O L. 0 LU 0 z LU CO 0 0 E L. 0 LU > o i-u = CO CL z E 20 x VU 4) X 0 .N 0 0 .2 o E CL lC 0 u rr CL a m .2 E u E m Lu 0 < z -J 2 .0 s w w .co E LU ,v 0 > X 0 0 LLU L (D Lii 0 Z EXHIBIT D MANAGEMENT AGREEMENT 22 CONVENTION CENTER MANAGEMENT AGREEMENT BETWEEN THE CITY OF DENTON AND O'REILLY HOTEL PARTNERS — DENTON,LLC THIS AGREEMENT is made between the City of Denton, Texas, a municipal corporation formed under the laws of the State of Texas and located at 215 E. McKinney Street, Denton, Texas 76201 (the "City "), and O'Reilly Hotel Partners — Denton, LLC, a Missouri Limited Liability Company whose principal place of business is located at 2808 S. Ingram Mill Road, Building C100, Springfield, Missouri, 65804 ( "Owner ") for the limited management of a Convention Center. (The City and the Owner are collectively referred to as "the Parties "). WHEREAS, the Owner owns a tract of land generally located in the Rayzor Ranch Town Center development in the City of Denton, Denton County, Texas, which includes property located South of US Route 380 ending at Scripture Road, between IH -35 and North Bonnie Brae Street, and more specifically described in Exhibit "A" attached hereto and incorporated by reference herein (the "Property "); WHEREAS, the Owner's development of the Property includes an approximately 70,000 square foot convention center ( "Convention Center ") that is the subject of an Economic Development Agreement with the City of Denton executed between the Parties on , 2015 ( "Development Agreement "), which said Development Agreement is attached for reference hereto; WHEREAS, the Convention Center development shall serve to promote travel, tourism, meetings, conventions and events for the economic development and growth of the City of Denton and the economic benefit of the Parties; WHEREAS, the Parties desire that the City assist in the management of certain sales missions and marketing functions for the Convention Center as stated herein in order to further the public purpose of promoting economic growth and conventions, and to retain adequate public control over the use of public funds to ensure benefits to the City. NOW, THEREFORE, for the mutual promises and consideration as described herein, the Parties agree as follows: L TERMS A. Owner Management of the Convention Center. The Owner has the exclusive responsibility and discretion in the operation, direction, management and supervision of the Convention Center, subject only to the limitations expressed herein. In addition to its other duties as a reasonable convention center owner, the Owner, or a third party designated by the Owner, shall perform the following: 1 1. Day -to -day management and operations of the Convention Center, including, but not limited to determining all terms for admittance and charges for rooms, facilities, commercial space, if any, equipment rental, telecommunications services, audiovisual equipment, labor and other amenities and services provided at or with respect to the Convention Center. 2. All repairs, maintenance, upkeep and replacement of furniture, fixtures, and equipment; and, purchase and upkeep of all other inventories necessary to the operation of the Convention Center, as well as the Convention Center structure and accessory structures. 3. Event booking, coordination, and collection of sums due the Owner for rental or use and admissions. 4. Crowd control, security, box office supervision, admission procedures and servicing of users at conventions, trade shows, exhibits and entertainment. 5. Perform obligations of any third -party operations agreements such as reciprocal easements, concessions, parking, and leases. 6. Perform any catering or food- and beverage- related services with respect to the Convention Center. 7. Determine all labor policies, wages and salaries, fringe benefits, and any other personnel benefits with respect to the Convention Center in compliance with local, state, and federal law. 8. Implement all sales, advertising, public relations and promotional policies not covered by this Agreement. 9. Hire or terminate such persons or organizations as employees or manager of any of the functions stated herein that are the responsibility of the Owner. 10. Establish and maintain the master set of all booking records and schedules for the Convention Center (such records and schedules shall be provided to the City and to such third parties as directed by the City, at any time upon reasonable notice of request, and shall remain the property of the City). B. City Management Assistance. The Owner hereby authorizes and engages the City, or its designee as the law permits, to manage the Convention Center during the term of this Agreement as limited and described herein. The City hereby accepts such engagement subject to the terms and conditions expressed in this Agreement. The Owner shall cooperate with the City to the extent necessary for the City to fulfill its duties under this Agreement. 2 Without limiting the generality of the foregoing, the City is hereby authorized and shall be obligated to do as follows in its discretion and as is allowed under the City's budget processes: 1. Advertise and conduct solicitations and promotional programs to attract tourists and convention delegates or registrants to the Denton Convention Center, including, but not limited to: i. Marketing at the state and local level (including market analysis, campaign development, branding, promotion, etc.); ii. Collecting and reporting metrics on marketing activity; iii. Sales missions developed in conjunction with the Owner's hotel sales team to pre- identify and pre - qualify business - appropriate meetings for the Property; and iv. Partnership development to create collaborative opportunities with local private, public, and non - profit sector entities. 2. Provide meeting, event, and pre- convention services, including, but not limited to: i. Conducting site visits and familiarization tours for potential clients; ii. Customized servicing for groups (registration assistance, delegate name badge preparation, welcome packets, off -site function arrangements, etc.); and iii. Serving as liaison between meeting planner client and hotel, local business, and transportation. 3. Identifying, collecting rate bids from, and securing overflow hotels in Denton for convention delegates. The City's duties described above shall specifically not include event coordinator duties for the Convention Center and those duties shall be the sole responsibility of Owner. C. No Joint Venture /No Joint Employment. This Agreement does not create a joint venture as to the Convention Center development or any separate business enterprise owned by Owner and physically joined to the Convention Center, such as the Hotel and Restaurant; and, the City, or its designee if permitted by law, shall remain independent of the actual operations of the Convention Center and shall only serve in a limited management position for the promotion of tourism and visitors to the City, which duties shall not require oversight or control by the Owner. The City, or its designee, shall not be considered a joint employer in performance under this Agreement and shall have no authority whatsoever over employees of Owner, its representatives, or of any lessee of the Convention Center; and, shall have no control over the terms and conditions 3 of their employment. This Agreement shall not be construed to cause the City, or its designee if permitted by law, to have obligations regarding federal and state employment laws with respect to those employees of Owner, regardless if those employees perform similar duties as the City herein. There shall be no shared employees. D. Expenses. The City shall not receive a management fee. The City shall only be responsible for costs associated with the performance of its duties under Section I.B. herein and shall not be responsible for any other costs incurred by Owner in performing its duties or otherwise operating the Convention Center. From time to time, if the City agrees to additional duties not defined herein, those costs shall be assessed against the Owner and not the City, and such duties shall be included in this Agreement in the form of a written addendum. Any responsibility of the City for costs associated with the management assistance as described in this Agreement shall be subject to annual appropriation by the City Council in the annual budget and the City's obligations under this Agreement shall not constitute a general obligation of the City or indebtedness under the Constitution or laws of the State of Texas. E. Booking Policy. The Owner acknowledges that the interest of the City requires a booking policy that takes into account not only those events which generate substantial direct revenue for the Convention Center, but also takes into account those events which produce less direct revenue, but generate significant peripheral economic benefits in the form of City hotel utilization, increased tourist revenues, and provide a stimulus to the general economy of the City of Denton. Owner agrees to use its commercially reasonable best efforts to accommodate this policy in the operation of the Convention Center. F. Insurance. Owner shall require that proper Certificates of Insurance evidencing general liability, automobile, bodily injury, property damage, death and workers compensation coverage shall be furnished, with copies to the City, and require that all policies be kept in force during the term of the Agreement by all vendors, concessionaires, subcontractors and service providers in the minimum amounts approved by the City. Such policies shall name the City as an additional insured. The Owner further agrees to maintain at all times during the term of this Agreement and the Development Agreement, with responsible insurance companies, insurance as follows: 1. Such worker's compensation, employer's liability or similar insurance as may be required by law, or such greater amounts which Owner shall deem advisable but no less than $1,000,000/$2,000,000; 2. A general liability insurance policy in the amount of at least $1,000,000 per person or $2,000,000 per occurrence for bodily injury or death; 3. An umbrella coverage insurance policy of at least $10,000,000 per occurrence; 4. Such other insurance against such other operation risks as Owner or City deems advisable to insure against, including, without limitation, auto liability insurance, liquor liability insurance and fidelity bonds; 5. Errors & Omissions or Professional Liability Coverage in the amount of at least $1,000,000. 6. Fire insurance and insurance against such other hazards ordinarily included by an all - risk form of extended coverage endorsement on the buildings, operating supplies, M furniture, furnishings and equipment in an amount equal to at least one hundred percent (100 %) of actual replacement cost (without deduction for depreciation) thereof, and all alterations, substitutions and replacements therefore, and bearing a standard noncontributory mortgagee loss payable endorsement in favor of the holders of any Mortgage on the Convention Center and providing, if reasonably available, for waiver of subrogation against such holder and the debt and security of such Mortgage in the event that the Convention Center is restored. This insurance shall include business interruption insurance. The Owner shall add the City as an additional insured on policies required by this Agreement. Moreover, the Owner shall assume all risks in connection with the adequacy of any insurance or self - insurance program and waives any claim against the City for any liability, costs or expenses arising out of any uninsured claim, in part or in full, of any nature whatsoever. Within a reasonable period of time after the effective date of this Agreement, Owner shall provide the City with a Certificate of Insurance showing compliance with this section. Any changes to coverage shall cause Owner to immediately notify the City in writing of such change. G. Compliance. Owner shall make all reasonable efforts to comply with all laws, rules, regulations, requirements, orders, notices, determinations, and ordinances of the City of Denton, including without limitation, the state and local liquor authorities, and the requirements of any insurance companies covering any of the risks against which the Convention Center is insured. Owner shall indemnify and hold harmless the City from any loss, cost, damage, or expense associated with compliance hereunder. H. Management Term. The term of this Agreement shall commence on the date the Agreement is approved by the City Council and shall continue for as long as the term of the Development Agreement, or as otherwise terminated thereby or hereunder. L Termination. The Agreement may be terminated prior to the expiration of the Agreement upon the occurrence of one or more of the following events: 1. Upon any default of the Development Agreement between the City and the Owner dated following the expiration of applicable cure periods; 2. Upon at least thirty (30) days prior written notice to the other party, if (i) the Convention Center is damaged or destroyed by fire or another casualty; (ii) all or a substantial part of the Convention Center is taken in a condemnation or eminent domain proceeding, or (iii) the Owner advises the City in writing prior to the Effective Date that the Owner has abandoned the development of the Convention Center; 3. Upon at least thirty (30) days prior written notice if Owner shall apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets; file a voluntary petition for bankruptcy; or, become otherwise insolvent; 4. If Owner permanently ceases operation of the Convention Center; 5 5. If Owner fails to provide or maintain insurance as required under this Agreement; or 6. If the Development Agreement results in a cessation of the incentive involving Hotel Occupancy Tax, then this Agreement terminates until such time as such incentive is resumed II. MISCELLANEOUS A. Assignability. If the Owner sells the Property, it shall provide the City at least sixty (60) days written notice of such sale identifying the buyer and whether the buyer intends to assume Owner's obligations under this Agreement and the Development Agreement. The City may assign its duties and /or designate a third party non - profit entity to perform the obligations hereunder in its own discretion and without approval of Owner; however, the City shall provide notice of such assignment within fifteen (15) days of the assignment. Failure to provide such notice does not constitute a waiver under this Agreement. B. Subcontract for Performance of Services. Nothing in this agreement shall prohibit, nor be construed to prohibit, the agreement by the City with another entity, person, or organization for the performance of those services described herein. In the event that the City enters into any arrangement, contractual or otherwise, with such other entity, person, or organization, the City shall cause other such entity, person, or organization to adhere to, conform to, and be subject to all provisions, terms, and conditions of this Agreement. C. Indemnification. OWNER AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, OFFICIALS, AGENTS, EMPLOYEES, AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS (ADMINISTRATIVE OR JUDICIAL) OR SUITS FOR INJURIES, DEATH, DAMAGES, LOSSES AND EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS' FEES FOR PRE - TRIAL, TRIAL AND APPELLATE PROCEEDINGS, ACCOUNTING FEES, APPRAISAL FEES AND CONSULTING AND EXPERT WITNESS FEES), ARISING OUT OF (1) ANY NEGLIGENT ACT OR OMISSION, ANY GROSS NEGLIGENCE OR ANY RECKLESS OR WILLFUL MISCONDUCT BY OWNER, ITS OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES; (2) OWNER'S NON - PERFORMANCE OF ITS OBLIGATIONS HEREUNDER (WHETHER NEGLIGENT, GROSSLY NEGLIGENT, RECKLESS, OR WILLFUL); OR (3) ANY ACTION TAKEN BY OR ON BEHALF OF OWNER RELATING TO THIS AGREEMENT WHICH IS NOT PERMITTED BY, OR PURSUANT TO THE PROVISIONS OF THIS AGREEMENT OR REASONABLY NECESSARY TO CARRYING OUT LENDER AND /OR OWNER'S DUTIES. ANY INDEMNIFICATION SHALL APPLY REGARDLESS OF WHETHER OR NOT SAID CLAIM, DAMAGE, LOSS, OR EXPENSE IS COVERED BY INSURANCE AS HEREIN PROVIDED. IN THE D EVENT THAT A CLAIM IS ASSERTED AGAINST EITHER PARTY OR BOTH, OWNER SHALL PROVIDE CITY WITH A COPY OF SUCH CLAIM WITHIN A REASONABLE TIME FROM RECEIPT. OWNER FURTHER AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, OFFICIALS, AGENTS, EMPLOYEES, AND REPRESENTATIVES AGAINST ALL SUCH CLAIMS OR CAUSES OF ACTION RELATING TO COURSE OF EMPLOYMENT, WORKING CONDITIONS, WAGES AND /OR COMPENSATION OF OWNER EMPLOYEES OR FORMER OWNER EMPLOYEES AT THE CONVENTION CENTER AND RELATED HOTEL AND /OR RESTAURANT, INCLUDING VIOLATIONS OF ANY STATE, LOCAL, OR FEDERAL EMPLOYMENT LAW WHETHER COMMON LAW OR STATUTORY, AND AGAINST CLAIMS OF ANY PAST OR FUTURE LIFE /SAFETY CODE VIOLATIONS. D. Notice. Any notice required to be given under this Agreement or any statute, ordinance, or regulation, shall be effective when given in writing and deposited in the United States mail, certified mail, return receipt requested, or by hand - delivery, addressed to the respective parties as follows: CITY O'REILLY HOTEL PARTNERS — DENTON, LLC City Manager Tim O'Reilly City of Denton O'Reilly Hospitality Management, LLC 215 E. McKinney 2808 S. Ingram Mill Road, Building C100 Denton, TX 76201 Springfield, MO 65804 E. Inurement. This Agreement and each provision hereof, and each and every right, duty, obligation, and liability set forth herein shall be binding upon and inure to the benefit and obligation of the City and OWNER and their respective successors and assigns. F. Application of Laws. All terms, conditions, and provisions of this Agreement are subject to the Charter of the City of Denton, all ordinances passed pursuant thereto, and all judicial determinations relative thereto. This Agreement shall be governed by the laws of the State of Texas and venue shall lie in Denton County, Texas. G. Exclusive Agreement. This Agreement contains the entire understanding and constitutes the entire agreement between the parties hereto concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, express or implied, between or among the parties hereto, relating to the subject matter of this Agreement, which are not fully expressed herein. The terms and conditions of the Agreement shall prevail notwithstanding any variance in this Agreement from the terms and conditions of any other document relating this transaction or these transactions. This Agreement may not be modified, amended, surrendered or changed, except by a written instrument executed by both parties. 7 H. Severability. If any section, subsection, paragraph, sentence, clause, phrase, or word in this Agreement, or application thereof to any person or circumstance is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Agreement, and the parties hereby declare they would have enacted such remaining portions despite any such invalidity. L No Representation. In entering into this Agreement, the parties acknowledge that the City has made no representation to the Owner regarding Owner's potential earnings, the possibility of future success or any other similar matter respecting the Convention Center and the City's assistance hereunder, and that the City expressly makes no guarantee as to the success of its assistance as provided hereby. This Agreement is effective as of the day of 12015. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO FORM: ANITA BURGESS, CITY ATTORNEY CITY OF DENTON, TEXAS BY: GEORGE C. CAMPBELL CITY MANAGER O'REILLY HOTEL PARTNERS — DENTON, LLC a Missouri Limited Liability Company ma Its: ACKNOWLEDGMENTS STATE OF TEXAS } COUNTY OF DENTON } The foregoing Management Agreement was executed before me on the day of 12015 by George C. Campbell, City Manager of the City of Denton, Texas, a Texas municipal corporation, on behalf of said Municipal Corporation. Name: Notary Public in and for the State of Texas STATE OF TEXAS } COUNTY OF DENTON } The foregoing Management Agreement was executed before me on the day of , 2015 by of O'Reilly Hotel Partners — Denton, LLC., on behalf of said corporation. Name: Notary Public in and for the State of Texas 0 EXHIBIT E TEXAS APPLICATION FOR DIRECT PAYMENT PERMIT 23 • Exhibit E: Texas Application for Direct Payment Permit ii- XA,s I GLENN HEGAR TEXAS COMPTROLLER OF PUBLIC ACCOUNTS I General Information Under Ch. 559, Government Code, you are entitled to review, request and correct information we have on file about you, with limited exceptions in accordance with Ch. 552, Government Code. To request information for review or to request error correction, contact us at the address or phone numbers listed on this form. Who may submit this application - You may submit this application if you annually purchase at least $800,000 worth of taxable items for your own use and not for resale. • The Comptroller may issue a Direct Payment Permit after receiving this completed application and finding that all the requirements for issuing a Direct Payment Permit stated in Item I of this application, "Taxpayer's Agreement," have been met. For assistance - If you have any questions about this application, filing tax returns or any other tax-related matter, contact your nearest Texas State Comptroller's local office. You may also call 1-800-252-5555 or 512-463-4600. General Instructions • Please do not separate pages. • Write only in white areas. • Fill in all blanks and answer all questions completely and fully. • Do not use dashes when entering Social Security, Federal Employer Identification Number (FEIN), Texas Taxpayer or Texas Vendor Identification numbers. • Federal Privacy Act: Disclosure of your Social Security number is required and authorized under law, for the purpose of tax administration and identification of any individual affected by applicable law. 42 U.S.C. §405(c)(2)(C)(i); Tex. Govt. Code §§403.011 and 403.078. Release of information on this form in response to a public information request will be governed by the Public Information Act, Chapter 552, Government Code, and applicable federal law. NOTE: No purchases may be made tax free until this application has been approved and your Direct Payment Permit has been issued. Specific instructions are on the back of the next page. Complete this application and mail to Comptroller of Public Accounts 111 E. 17th St. Austin, TX 78774-0100 AP-101-1 (Rev.1-15/17) O °^ "" �9'( Rev.1 -1v.1 -12 5/17 Texas Application ° � for Direct Payment Permit Page 1 • Please read instructions. • Type or print. Do not write in shaded areas. 1. Taxpayer's Agreement - The applicant, in consideration of the issuance of a Direct Payment Permit by the State of Texas ac- cording to the provisions of the law, agrees and affirms: a. that applicant is a responsible person annually purchasing at least $800,000 worth of taxable items for use and not for resale (complete Item 19); b. that the accounting method used will clearly distinguish between taxable and nontaxable purchases (complete Item 20); c. that upon the issuance of a Direct Payment Permit to the applicant, the applicant will accrue and pay to the State of Texas all taxes which are or may in the future be due by virtue of the State, Local, Metropolitan Transit Authority, City Transit Department, County and Special Purpose District Sales and Use Tax Acts. The tax is due on all taxable purchases; and, z unless the tax is paid to the seller, it must be reported on the Texas Direct Payment Return. All taxes due will be paid W monthly on or before the 20th day of the month following each monthly reporting period; W W d. that the Direct Payment Exemption Certificate will not be issued for taxable items purchased for resale; CD a e. to report all taxable purchases on the direct payment return and waive any claim for discounts for taxes paid. No taxable W purchases may be reported on a sales and use tax return; W af. upon request, to make available at any time to the Comptroller's office the books, papers, records and equipment of the applicant's business; H g. to cooperate with the Comptroller's office in the examination of the books, papers, records and equipment of the applicant and in the investigation of the applicant's activities, business and accounting methods; and h. to fully disclose to the Comptroller's office in this agreement or upon acquisition, whichever occurs first, the nature and extent of the ownership or control which the applicant has in the business from which the applicant makes purchases pursuant to the Direct Payment Permit. Legal cite: Tex. Tax Code Ann. Sec. 151.419 Type or print name of sole owner, partner or officer Sole owner, partner or officer here 2. Legal name of owner (Sole owner, partnership, corporation or other name) 3. Mailing address (Street and number, P.O. Box or rural route and box number) O z .I Q U City State ZIP code County ■ I I ■ L_I_J ■ L�J I � Z W 0 4. If you are a sole owner, enter your home address IF it is different from the address above. (Street and number, city, state, ZIP code) cc W a 4a. Enter the phone number of the person primarily responsible for filing tax returns (Area code and number). ■ I 5. Enter your Social Security number if you are a sole owner ............................................. ............................... ■ . . .. tttt_J L-1-1 6. Enter your Federal Employer Identification Number (FEIN), if any .......................................... ............................... . 7. Enter your taxpayer number for reporting any Texas tax OR your Texas Vendor Identification Number if you now have or have ever had one ................................. ............................... 8. Indicate how your business is owned. ❑ 1 - Sole owner ❑ 3 - Texas corporation ❑ 7 - Limited partnership ❑ 2 - Partnership ❑ 6 - Foreign corporation ❑ Other (explain) 0 . _ 9. If your business is a Texas corporation, File number Month Day Year = V) enter the file number and date ........................................................ ............................... cc W 10. If your business is a foreign corporation, enter home state, home state registration number, Texas file number and date. �Home state Home state registration number Texas file number Month Day Year I I I I I I I I I , I State Number 11. If the business is a limited partnership, enter the home state I I andidentification number .............................................................................. ............................... W O`oRMa'AP-101-3 Texas Application (Rev.1 -1en7) ■ Page 2 for Direct Payment Permit • Please read instructions. • Type or print. Do not write in shaded areas. 12. Legal name of owner (same as Item 2) I LI I I I I I I I I 1 I 13. List all general partners, officers or managing members of your business. (Attach additional sheets, if necessary) If you are sole owner, skip Item 13. Name Phone (Area code and number) Nome address City State ZIP code IX SSN FEIN County (or country, ifoutside the U.S.) W Percent of I i i ownership i i i i i i i i ■ I� I � W IX a Position held: ❑ General partner ❑ Officer /Director ❑ Managing member ❑ Other 0 IX Name Phone (Area code and number) (L I .. .... , , , . . .J Nome address City State ZIP code SSN FEIN County (or country, ifoutside the U.S.) — I Percent % 01 i i i i i i i ownershi ipf Position held: ❑ General partner ❑ Officer /Director ❑ Managing member ❑ Other 14. Business name Business phone (Area code and number) w a ■I 15. Location of your principal place of business (Use street and number or directions - NOT P.O. Box or rural route number.) Z .I QCity State ZIP code County . I I . L_,_J ■ L�� o J y 16. Is your business located inside the city limits of the city named in Item 15? ................................... ............................... ❑ YES ❑ NO W z 17. Indicate your principal type of business. in ❑ Exploration /Production ❑ Construction ❑ Manufacturer /Processor ❑ Service ❑ Other m 18. Describe your Texas business and the goods or services you sell. (See instructions.) I I 19. Enter the amount of your annual purchases subject to Texas Use Tax ...... ............................... Z WO 12 20. On a separate sheet, describe the accounting method that you will use to differentiate between taxable purchases, exempt purchases, ix tax -paid purchases and items purchased tax free for resale. (See instructions.) UO ,x? 21. List and describe all sites of major fixed assets permanently located within Texas. (Attach additional sheets, if necessary.) The sole owner, all general partners, members, officers or an authorized representative Month Day Year must sign this application. Representative must submit a written power of attorney with this application. (Attach additional sheets, if necessary.) Date of signature I I I 22. I (We) declare, under penalties prescribed by law, that the information in this document and any attachments is true and correct to the best of my (our) knowledge and belief. Legal cite: Tex. Penal Code Ann. Sec. 37.10 N W Type or print name of sole owner, partner or officer Sole owner, partner or officer here ZType or print name of partner or officer Partner or officer here 55 I I I Type or print name of partner or officer Partner or officer I I here I WARNING. You may be required to obtain an additional permit or license from the State of Texas or from a local governmental entity to conduct business. A listing of links relating to acquiring licenses, permits, and registrations from the State of Texas is available online at http: //www.Texas.gov. You may also want to contact the municipality and county in which you will conduct business to determine any local governmental requirements. Field office or section number Employee Name USERID Date Instructions for Completing Texas Application for Direct Payment Permit Item 2-Sole owner - enter first name, middle initial and last name. PaItnershW - enterthe|eQa|nameofthe partnership. Corporation - enter the legal name exactly anit in registered with the Secretary ofState. Other oroanization - enter the title of the organization. Item 3- Enter the complete address where you want to receive mail from the Comptroller of Public Accounts. NOTE: If you want to receive mail for other taxes ntn different address, attach n letter with the other nodreoo(es). Item G- Enter the Federal Employer Identification Number (FBN) assigned to your business by the Internal Revenue Service. Item 7-If you have both a Texas Taxpayer and a Texas Vendor Identification Number, enter only the first eleven digits of the Vendor Identification Number. Item 8-If you check ^Dther,^ identify the type of organization. Examples: Social Club, Independent School District, Family Trust. Item 13- Partnership - enter the information for ALL partners. |fa partner isa corporation, enter the Federal Employer Identification Number (FBN) of the corporation. Corporation or other organization -enterthe information for the principal officers (prenident. secretary, treasurer). Item 18- The description of your business should include the principal types ofbusiness. Examples: highway construction, crude petroleum, natural gas transmission, industrial chemicals. Please bespecific. Item 1S- Enter the total amount of taxable items purchased last year ortobe purchased. This does not include purchases for which aResale Certificate can beor could have been issued. xp-101-4 (Re v.1-15/17) Item 2U-Thbe eligible for a Direct Payment Permit, you must maintain an accounting method that clearly distinguishes between taxable and non- taxable purchases. Describe your accounting method fully. Explain the internal controls and the accounting flow of the data that will be used to prepare your direct payment return. Answer the following questions in your explanation. How will you distinguish between - purchases made under a direct payment exemption certificate; -purnhanenforrena|e; -nontaxab|epurnhanen; -purnhaneninTexanandoutofnbate; -anyotherbax-freepurnhanen;and -tax-paidpunohanen? ~ If you purchase items for resale and for your own use from the same supplier, will you issue separate purchase orders? How will the two types of purchases be accounted for? ~ If you do not issue blanket exemption certificates to your suppliers, how will you indicate on which items the supplier will collect tax? ~ What accounting procedure will you follow to report use tax in the same month that you receive vendor's billings? ~ What procedure will you follow to report use tax tothe correct city, Metropolitan Transit Authority ([WTA) or City Transit Department (CTD). County and/or Special Purpose ~ When you prepare your direct payment return, from what smrce(s) will you get the necessary data? How will this data get tothe ~ Will more than one person review the purchase records and compare them to ~ What procedures will you follow to ensure that tax-free purchases are not reported on the Texas Sales and Use Tax Return? EXHIBIT F CERTIFICATE OF COMPLIANCE FORM 24 CERTIFICATE OF COMPLIANCE -- ANNUAL Company: O'REILLY HOTEL PARTNERS- DENTON, LLC Reporting Year: January 1 — December 31, 20 Contract Year No. L Investment 1.1 The Economic Development Agreement between O'Reilly Hotel Partners- Denton, LLC ( "Grantee ") and the City of Denton, Texas ( "City "), dated (the "Agreement ") states that no grant may be paid to Grantee unless Grantee has completed the Improvements to the Property no later than 30 months after the start of construction. (II.D.) a. As of the date of this Certificate of Compliance, have the Improvements to the Property as described in the Agreement been deemed completed? ❑ YES ❑ NO b. The Improvements to the Property as described in the Agreement were completed on (date): 1.2 As a condition of the grant payments, the Agreement requires Grantee to provide a total Capital Investment for the development of the Project of at least $80 million. Additionally, any grant payments are conditioned upon the Grantee's Capital Investment to generate a minimum increase in assessed real estate Improvements and business personal property valuation on the Property over the existing 2015 valuation in the amount of $20 million. (II.D.) a. The Grantees have invested $ in Capital Investment for the development of the Project on the Property for the reporting year ending December 31, 20 a. The increase in assessed valuation of the real estate Improvements and business personal property for the year ending December 31, 20 over the existing 2015 valuation is: $ 1.3 Have all applicable Certificate of Occupancies been issued for the Property? ❑ YES ❑ NO 1.4 The Agreement states that any grant payments will be paid for a maximum of 25 years or until the combined principal amount of $28 million and interest payment of $26 million for a total aggregate amount of $54 million is reached, whichever comes first. (III.A.) Certificate of Compliance Page 1 of 3 a. Grantee has paid in principal on any debt instruments used for the development of the Project for the year ending December 31, 20 b. Grantee has paid in interest on any debt instruments used for the development of the Project for the year ending December 31, 20 IL Employment 2.1 The Agreement requires the Grantee to use good faith efforts to hire qualified residents of the City of Denton to work at the Project. As part of this requirement, the Grantee must make a good faith effort to offer available.) obs to qualified Denton residents, as well as to hire Denton contractors and suppliers in construction. (ILH.) a. Did the Grantee comply with the recruiting requirements in Section ILH. of the Agreement in regards to offering available jobs to Denton residents during the year ending December 31, 20 ? ❑ YES ❑ NO b. Did the Grantee comply with the recruiting requirements in Section ILH. of the Agreement in regards to hiring Denton contractors and suppliers in construction during the year ending December 31, 20 ? ❑ YES ❑ NO III. Additional Covenants 3.1 The Agreement requires that the Full- Service Hotel and Restaurant be operated by Approved Franchisors. Please indicate the Approved Franchisor for each for the compliance year ending December 31, 20 Full- Service Hotel: Restaurant: 3.2 The Agreement requires the Grantee to keep the Property in a continuous Upscale Manner. (II.E.). Did the Grantee comply with the Upscale Manner requirement of the Agreement during the year ending December 31, 20 ? ❑ YES ❑ NO 3.3 Did the Grantee timely submit this Certificate of Compliance as required under Section IV.D. of the Economic Development Agreement during the year ending December 31, 20 ? ❑ YES ❑ NO Certificate of Compliance Page 2 of 3 3.4 Has Grantee complied with each of its additional obligations in the Agreement for the year ending December 31, 20 ? ❑ YES ❑ NO IV. Payment 4.1 The Economic Development Agreement provides an annual grant of 100% of ad valorem taxes collected and verified by the City for the prior tax year, exclusive of the taxable value of the underlying land or any increase thereof. (III.A.1). 4.2 The City property taxes paid for January 1, 20 valuation are: Real Property Business Personal Property 4.3 The grant payment for ad valorem taxes requested: $ 4.4 Please attach the most recent Property Tax Notice. I, the authorized representative for O'Reilly Hotel Partners — Denton, LLC, hereby certify that the above information is correct and accurate pursuant to the terms of the Agreement. I further certify that the Company has fully complied with the Economic Development Agreement during the year ending December 31, 20 , including compliance with the City of Denton Code of Ordinances, Texas Department of Public Safety Regulations, and other applicable federal, state, or local law. O'REILLY HOTEL PARTNERS— DENTON, LLC Signature: Printed Name: Title: Date: Certificate of Compliance Page 3 of 3 EXHIBIT G CORPORATE RESOLUTION FOR AUTHORITY 25 Designation of Authorized Signatory The owners of O'Reilly Hotel Partners — Denton, LLC, a Missouri limited liability company, authorize Timothy O'Reilly to execute all necessary documents related to the Economic Development Agreement with the City of Denton, a Texas municipal corporation. The undersigned has executed this instrument in his capacity as Manage of the company on this 26th day of October, 2015. Nam • Timothy O'Reilly Title: Manager Acknowledgement State of Missouri County of Greene This instrument was acknowledged before me on the _r�UP`_ day of 2015, by Timothy O'Reilly, Manager of O'Reilly Hotel Partners — Denton, LLC �pgY P(jB , JUSTINE A. POSTORINO �o ��' My Commission Expires NOTARY * * = '. SEAL . June 24, 2018 Greene County 9pF MSS' Commission #14628806 1 . a , ' �f �'' • G' . Notary Public, State of Missouri BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY Page 1 of 1 TEXAS SECRETARY of STATE CARLOS H. CASCOS UCC I Business Organizations I Trademarks I Notary I Account I Help /Fees I Briefcase I Logout BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY Filing Number: 801775766 Entity Type: Foreign Limited Liability Company (LLC) Original Date of Filing: April 25, 2013 Entity Status: In existence Formation Date: N/A Tax ID: 32050841926 FEIN: 454742061 Name: O'Reilly Hotel Partners - Denton, LLC Address: 2808 S. Ingram Mill Road, A104 Springfield, MO 65804 USA Fictitious Name: N/A Jurisdiction: MO, USA Foreign Formation Date: March 5, 2012 REGISTERED ASSOCIATED AGENT FILING HISTORY NAMES MANAGEMENT ASSUMED NAMES ENTITIES Last Update Name Title Address August 1, 2015 TIMOTHY B OREILLY MANAGING MEMBER 2808 S INGRAM MILL RD SPRINGFIELD, MO 65804 USA Order Return to Search Instructions: To place an order for additional information about a filing press the 'Order' button. https:Hdirect. sos. state.tx.us /corp_ inquiry /corp_ inquiry - entity .asp ?spage= mgmt &: Spagefr... 11/03/2015 EXHIBIT H ORDINANCE AUTHORIZING AGREEMENT 26 ORDINANCE NO. AN ORDINANCE APPROVING AN ECONOMIC DEVELOPMENT AGREEMENT UNDER CHAPTER 380 OF THE LOCAL GOVERNMENT CODE TO PROMOTE ECONOMIC DEVELOPMENT AND TO STIMULATE BUSINESS ACTIVITY IN THE CITY OF DENTON AND UNDER CHAPTER 351 TO PROMOTE TRAVEL, TOURISM, MEETINGS, CONVENTIONS, AND EVENTS FOR THE ECONOMIC GROWTH OF THE CITY OF DENTON, BETWEEN THE CITY OF DENTON AND O'REILLY HOTEL PARTNERS DENTON (OHPD), REGARDING THE DEVELOPMENT OF AN APPROXIMATE 12 ACRE PARCEL OF LAND GENERALLY LOCATED ON THE SOUTH SIDE OF U.S. HIGHWAY 380 (WEST UNIVERSITY DRIVE) ENDING AT SCRIPTURE ROAD, BETWEEN I -35 AND NORTH BONNIE BRAE STREET IN DENTON, TEXAS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, O'Reilly Hotel Partners Denton ( "OHPD ") has an interest in land generally located in the Rayzor Ranch Town Center development, in the City of Denton, Denton County, Texas, which includes property located South of US Route 380 ending at Scripture Road, between IH -35 and North Bonnie Brae Street (the "Property "); and WHEREAS, OHPD has made a request, on or about September 7, 2015, of the City of Denton ( "City ") to establish economic development incentives under Chapter 380 of the Texas Local Government to stimulate the development of commercial property within the City of Denton and under Chapter 351 of the Texas Tax Code to promote travel, tourism, meetings, conventions, and events for the economic development and growth of the City of Denton on the Property ( "Grant Application "); and WHEREAS, the Grant Application was approved by the Economic Development Partnership Board as compliant with the City of Denton's Tax Abatement and Incentive Policy on October 14, 2015; and WHEREAS, City and OHPD have negotiated an Economic Development Agreement to reflect the terms of the incentive, a copy of which is attached hereto and made a part hereof by reference (the "Agreement "), as well as a related Management Agreement; and WHEREAS, the City Council of the City of Denton hereby finds that the contemplated use and development of the Property, the proposed improvements provided for in the Agreement, and the other terms and conditions of the Agreement, will promote economic development, increase employment, and stimulate business and commercial activity within the City of Denton for the benefit of the public and therefore meets the requirements under Chapter 380 of the Texas Local Government Code; and WHEREAS, the City Council of the City of Denton further finds that the proposed Project on the Property will promote tourism and the convention and hotel industry and therefore meets the requirements under Chapter 351 of the Texas Tax Code; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this ordinance are incorporated into the body of this ordinance. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement attached hereto on behalf of the City of Denton and to carry out the City's responsibilities and rights under the Agreement, including without limitation the authorization to make the expenditures set forth in the Agreement. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY am APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY J-- Page 2 CHRIS WATTS, MAYOR City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -1189, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: November 10, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the purchase of playground equipment for the Eureka 2 Playground Project, which is available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 5990- awarded to Play By Design in the amount of $95,811). FILE INFORMATION The original Eureka! Playground was constructed by the community in 1994 and had a projected twenty (20) year life span. The task of replacing Eureka! Playground with Eureka 2 was undertaken by the Parks Foundation and a fundraising goal of $500,000 was established in support of that mission. As of this writing, $420,000 has been pledged and /or received. Some funding commitments are immediate, while others won't be gifted until 2016. The Parks and Recreation Department will use uncommitted project funds to supplement payment for playground equipment already ordered and partially paid for by the Park Foundation. As pledges are honored, and the remaining funds are raised, the Parks Foundation will reimburse those funds advanced by the Parks and Recreation Department to restore project fund balances. Play By Design is the contracted firm for the design of the Eureka 2 Playground Project. The contract Scope of Services states that Play By Design will provide custom design specifications including a materials takeoff and final materials list. Play By Design is responsible for ordering the manufactured playground parts to meet the specific design criteria, and then in turn invoicing the City of Denton Parks Foundation for payment as stipulated in Exhibit A- Scope of Services of the attached contract (Exhibit 2). Play By Design's custom design standards require playground equipment that is created by and exclusive to Play By Design therefore, making them the sole source manufacturer (Exhibit 3). Chapter 252.022 of the Texas Local Government Code exempts from the competitive bid process, those supplies and resources protected by copyright or patent and available as a sole source. RECOMMENDATION Staff recommends the approval of the purchase of playground equipment from Play By Design in the amount of $95,811. City of Denton Page 1 of 2 Printed on 11/5/2015 File M ID 15 -1189, Version: 1 PRINCIPAL PLACE OF BUSINESS Play By Design Ithaca, NY ESTIMATED SCHEDULE OF PROJECT The installation of the playground equipment is estimated to be completed by January 2016. FISCAL INFORMATION This project will be funded through donations received by the City of Denton Parks Foundation. The City of Denton will provide the upfront funding from Parks Capital Fund account 400179444.1365.40100 to purchase the equipment and then receive reimbursement from the Parks Foundation. EXHIBITS Exhibit 1: Pricing Sheet Exhibit 2: Design Services Contract Exhibit 3: Sole Source Letter Exhibit 4: Ordinance Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Emerson Vorel at 349 -7460. City of Denton Page 2 of 2 Printed on 11/5/2015 EXHIBIT 1 � ' illf%�� TOTAL ADA Merry Go Round (1 wheelchair) rIIy 16,900.00 16,900.00 Twisty Slide 1 'III!, IIIII� rcryrc� rr Rock Wall Handholds (4 /set) 20 20.00 400.00 ryry PI%����V Twister 1 bidesi i1 1,700.00 Boulder w /net 1 12,500.00 October 13, 2015 Parks & Recreation 601 E. Hickory St., Suite B Denton, TX 76205 I&$INIWLVAIm Slav o]relM SCHOOL -AGE AREA: ITEM QUANTITY PRICE TOTAL ADA Merry Go Round (1 wheelchair) 1 16,900.00 16,900.00 Twisty Slide 1 3,395.00 3,395.00 Rock Wall Handholds (4 /set) 20 20.00 400.00 • Part of the site built rock wall and pole forest Twister 1 1,700.00 1,700.00 Boulder w /net 1 12,500.00 12,500.00 Climbing Boulder 1 11,500.00 11,500.00 Pipes 2 96.00 192.00 Low and High Monkey Bars 2 822.00 1,644.00 Low and High Rings 2 700.00 1,400.00 Pods 1 1,479.00 1,479.00 Challenge Bridge 1 2,166.00 2,166.00 Biggo Swing 1 6,400.00 6,400.00 Adaptive Swings: • Add -a -Bay 1 1,368.00 1,368.00 • Adaptive Swing Seat w /chain & harness 2 574.00 1,148.00 Swings: • 5" Arch Swings (4 -bay) 1 6,233.00 6,233.00 • Belt Seat w /chain and hardware 8 65.00 520.00 Racing slide 1 4,200.00 4,200.00 Slide 1 1,200.00 1,200.00 Gyrotron Spinner 1 2,440.00 2,440.00 Giant Spider Net 1 19,474.00 19,474.00 Tire Swing w /chain and hardware 2 236.00 472.00 5" Arch Tire Swings (2 -bay) 1 3,733.00 3,733.00 EXHIBIT MISCELANEOUS ITEMS NOT ON FUNDRAISING PRICE LIST: Standard Slide Foot 5 75.00 375.00 Mid Slide Foot 4 75.00 300.00 "�N P =@� 9 1.00 9.00 ' �i����si�� � 5 15.00 75.00 Ball Turn Activity 9un6 l 1,100.00 1,100.00 Gear Panel Activity 9un6 l 1,562.00 1,562.00 Braille Panel Activity Panel l 611.00 611.00 Deep Rung Arch l 632.00 632.00 Coil Climber "Cork Screw Pole" l 600.00 600.00 Zip lines 2 10,500.00 21,000.00 Low Rotator l 2,900.00 2,900.00 PRE-SCHOOL AREA: 12 2.50 30.00 Mini Apollo Spinner l 14,717.00 14,717.00 Slide l 643.00 643.00 Tube Slide l 1,100.00 1,100.00 8ee-8uvv l 3,209.00 3,209.00 Swings: * 5" Arch Swings 2-5 (4-bay) l 6,233.00 6,233.00 * Tot Swing n/uhain 8 125.00 1,000.00 Adaptive Swings: • Add-u-Bay l 1,368.00 1,368.00 • Adaptive 8vvi Seat v/uhuin8iharness 2 351.00 702.00 Boulder l 4,900.00 4,900.00 Oyster l $ 7,713.00 $ 7,713.00 Spring Toy l 750.00 750.00 Tunnel l 1,100.00 1,100.00 MISCELANEOUS ITEMS NOT ON FUNDRAISING PRICE LIST: Standard Slide Foot 5 75.00 375.00 Mid Slide Foot 4 75.00 300.00 Slide Foot Mounting Kit 9 1.00 9.00 L-Bracket 5 15.00 75.00 L-Bracket M Kit 5 2.50 12.50 Slide Hardware Kit F88/\3072 l 320.00 320.00 Tube 30" Saddle v/leg Tot Tube l 55.00 55.00 Swing Hangers 8ll-04 4 8.00 32.00 Steering Wheel 2 64.00 128.00 Grab Handle 12 10.00 120.00 hxh Caps 9C-hh 163 4.00 652.00 C|evie Connectors 8H-40 12 2.50 30.00 Allen Wrench 8ll-41 l 2.50 2.50 541 SUBTOTAL Less payment received 7/28/15 TOTAL DUE EXHIBIT I *Freight and import taxes are not included and will be invoiced at a later date. Please make check payable to PBD EQUIPMENT $174,415.00 -78,604.00 $95,811.00 h'j-cr, *Freight and import taxes are not included and will be invoiced at a later date. Please make check payable to PBD EQUIPMENT $174,415.00 -78,604.00 $95,811.00 EXHIBIT 2 NTON City of Denton Contract # 5885 Professional Services for the Design of the Eureka Park Playground EXHIBIT 2 CONTRACT #5885 PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER THIS AGREEMENT is made and entered into on October 27, 2015, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "Owner" and Play y Design, LLC, with its corporate office at 677 Bostwick Road, Ithaca, NY 14850, hereinafter called "Design Professional," acting herein, by and through their duly authorized representatives. In consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: SECTION 1 EMPLOYMENT OF DESIGN PROFESSIONAL The Owner hereby contracts with the Design Professional Firm, who has contracted with a licensed Texas architect or engineer, as an independent contractor, to review and approve of the design of the project, in compliance with Texas Occupations Code 1001 (ham: / /www.statutes.legis. state. tx.us /Docs /OC /htm /OC.I00I.htm). The Design Professional hereby agrees to perform the services as described herein and in the Proposal, the General Conditions, and other attachments to this Agreement that are referenced in Section 3, in connection with the Project. The Project shall include, without limitation, the professional design and engineering services to build a custom - designed creative playground, including the construction supervision of the Eureka Playground within the City of Denton, Texas, and as further defined within Exhibit A. Page 1 Contract 5885 EXHIBIT 2 SECTION 2 COMPENSATION The Owner shall compensate the Design Professional as follows: 2.1 BASIC SERVICES 2.1.1 For Basic Services the total compensation shall not exceed $64,500.00. Design Presentation $ 1,200.00 Design Phase /Organization Phase $ 23,300.00 Drawings approved by Texas Licensed Engineer $ 5,000.00 Pre - Construction Visit $ 1,200.00 Construction Consultation: ➢ PreBuild (3 Days, 2 Consultants $ 7,200.00 ➢ Build (6 days, 3 Consultants $ 21,600.00 Travel Expenses (Reimbursement) not to exceed $ 5,000.00 2.1.2 Progress payments for Basic Services shall be paid based upon the Design Professional estimate of the percentage of the work effort that has been completed. 2.2 ADDITIONAL SERVICES 2.2.1 No additional services are authorized unless approved by the Owner, and the rates shall be negotiated at the time of such approval. 2.3 REIMBURSABLE EXPENSES Reimbursable Expenses shall be a multiple of 0 times the expenses incurred by the Design Professional, the Design Professional's employees and consultants in the interest of the Project as defined in the General Conditions but not to exceed a total of $ 0 without the prior written approval of the Owner. Page 2 Contract 5885 EXHIBIT 2 SECTION 3 ENTIRE AGREEMENT This Agreement includes this executed agreement and the following documents all of which are attached hereto and made a part hereof by reference as if fully set forth herein: 1. City of Denton General Conditions to Agreement for Architectural or Engineering Services. 2. Exhibit A - The Engineering or Design Professional's Proposal 3. Exhibit B — Contractor's Additional documentation This Agreement is signed by the parties hereto effective as of the date first above written. CITY OF DENTON BYE City Manager APPROVED AS TO FORM: CITY ATTORNEY CITY OF DENTON, TEXAS Page 3 Contract 5885 ClAY099; GENERAL CONDITIONS TO ARTICLE 1. ARCHITECT OR ENGINEER'S RESPONSIBILITIES 1.1 The Architect or Engineer's services consist of those services for the Project (as defined in the agreement (the "Agreement") and proposal (the "Proposal ") to which these General Conditions are attached) performed by the Architect or Engineer (hereinafter called the "Design Professional ") or Design Professional's employees and consultants as enumerated in Articles 2 and 3 of these General Conditions as modified by the Agreement and Proposal (the "Services "). 1.2 The Design Professional will perform all Services as an independent contractor to the prevailing professional standards consistent with the level of care and skill ordinarily exercised by members of the same profession currently practicing in the same locality under similar conditions, including reasonable, informed judgments and prompt timely actions (the "Degree of Care "). The Services shall be performed as expeditiously as is consistent with the Degree of Care necessary for the orderly progress of the Project. Upon request of the Owner, the Design Professional shall submit for the Owner's approval a schedule for the performance of the Services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule and approved by the Owner shall not, except for reasonable cause, be exceeded by the Design Professional or Owner, and any adjustments to this schedule shall be mutually acceptable to both parties. ARTICLE 2 SCOPE OF BASIC SERVICES 2.1 BASIC SERVICES DEFINED The Design Professional's Basic Services consist of those described in Sections 2.2 through 2.6 of these General Conditions and include without limitation normal structural, civil, mechanical and electrical engineering services and any other engineering services necessary to produce a complete and accurate set of Construction Documents, as described by and required in Section 2.4. The Basic Services may be modified by the Agreement. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Design Professional, in consultation with the Owner, shall develop a written program for the Project to ascertain Owner's needs and to establish the requirements for the Project. 2.2.2 The Design Professional shall provide a preliminary evaluation of the Owner's program, construction schedule and construction budget requirements, each in terms of the other, subject to the limitations set forth in Subsection 5.2.1. 2.23 The Design Professional shall review with the Owner alternative approaches to design and construction of the Project. 2.2.4 Based on the mutually agreed -upon program, schedule and construction budget requirements, the Design Professional shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. The Schematic Design shall contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations. 2.2.5 The Design Professional shall submit to the Owner a preliminary detailed estimate of Construction Cost based on current area, volume or other unit costs and which indicates the cost of each category of work involved in constructing the Project and establishes an elapsed time factor for the period of time from the commencement to the completion of construction. 23 DESIGN DEVELOPMENT PHASE 23.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Design Professional shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. Notwithstanding Owner's approval of the documents, Design Professional represents that the Documents and specifications will be sufficient and adequate to fulfill the purposes of the Project. 23.2 The Design Professional shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost in a further Detailed Statement as described in Section 2.2.5. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Design Professional shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail requirements for the construction of the Project, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. 2.4.2 The Design Professional shall assist the Owner in the preparation of the necessary bidding or procurement information, bidding or procurement forms, the Conditions of the contract, and the form of Agreement between the Owner and contractor. 2.43 The Design Professional shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements or general market conditions. 2.4.4 The Design Professional shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. 2.5 CONSTRUCTION CONTRACT PROCUREMENT 2.5.1 The Design Professional, following the Owner's approval of the Construction Documents and of the latest preliminary detailed estimate of Construction Cost, shall assist the Owner in procuring a construction contract for the Project through any procurement method that is legally applicable to the Project including without limitation, the competitive sealed bidding process. Although the Owner will consider the advice of the Design Professional, the award of the construction contract is in the sole discretion of the Owner. Contract 5874 2.5.2 If the construction contract amount for the Project exceeds the tbTANU n�'AT, Lt of the Project as set forth in the approved Detailed Statement of Probable Construction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Construction Documents as may be required by the Owner to reduce or modify the quantity or quality of the work so that the total construction cost of the Project will not exceed the total construction cost set forth in the approved Detailed Statement of Probable Construction Costs. 2.6 CONSTRUCTION PHASE - ADMINISTRATION Or THE CONSTRUCTION CONTRACT 2.6.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates at the issuance to the Owner of the final Certificate for Payment, unless extended under the terms of Subsection 8.3.2. 2.6.2 The Design Professional shall provide detailed administration of the Contract for Construction as set forth below. For design professionalss the administration shall also be in accordance with AIA document A201, General Conditions of the Contract for Construction, current as of the date of the Agreement as may be amended by the City of Denton special conditions, unless otherwise provided in the Agreement. For engineers the administration shall also be in accordance with the Standard Specifications for Public Works Construction by the North Central Texas Council of Governments, current as of the date of the Agreement, unless otherwise provided in the Agreement. 2.63 Construction Phase duties, responsibilities and limitations of authority of the Design Professional shall not be restricted, modified or extended without written agreement of the Owner and Design Professional. 2.6.4 The Design Professional shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) at the Owner's direction from time to time during the correction, or warranty period described in the Contract for Construction. The Design Professional shall have authority to act on behalf of tlne Owner only to the extent provided in the Agreement and these General Conditions, unless otherwise modified by written instrument. 2.6.5 The Design Professional shall observe the construction site at least one time a week, while construction is in progress, and as reasonably necessary while construction is not in progress, to become familiar with the progress and quality of the work completed and to determine if the work is being performed in a manner indicating that the work when completed will be in accordance with the Contract Documents. Design Professional shall provide Owner a written report subsequent to each on -site visit. On the basis of on -site observations the Design Professional shall keep the Owner informed of the progress and quality of the work, and shall exercise the Degree of Care and diligence in discovering and promptly reporting to the Owner any observable defects or deficiencies in the work of Contractor or any subcontractors. The Design Professional represents that he will follow Degree of Care in performing all Services under the Agreement. The Design Professional shall promptly correct any defective designs or specifications furnished by the Design Professional at no cost to the Owner. The Owner's approval, acceptance, use of or payment for all or any part of the Design Professional's Services hereunder or of the Project itself shall in no way alter the Design Professional's obligations or the Owner's rights hereunder. 2.6.6 The Design Professional shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work. The Design Professional shall not be responsible for the Contractor's schedules or failure to carry out the work in accordance with the Contract Documents except insofar as such failure may result from Design Professional's negligent acts or omis- sions. The Design Professional shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the work. 2.6.7 The Design Professional shall at all times have access to the work wherever it is in preparation or progress. 2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall communicate through the Design Professional. Communications by and with the Design Professional's consultants shall be through the Design Professional. 2.6.9 Based on the Design Professional's observations at the site of the work and evaluations of the Contractor's Applications for Payment, the Design Professional shall review and certify the amounts due the Contractor. 2.6.10 The Design Professional's certification for payment shall constitute a representation to the Owner, based on the Design Professional 's observations at the site as provided in Subsection 2.6.5 and on the data comprising the Contractor's Application for Payment, that the work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents cor- rectable prior to completion and to specific qualifications expressed by the Design Professional. The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of Certificate for Payment shall not be a representation that the Design Professional has (1) reviewed construction means, methods, techniques, sequences or procedures, or (2) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 2.6.11 The Design Professional shall have the responsibility and authority to reject work which does not conform to the Contract Documents. Whenever the Design Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, the Design Professional will have authority to require additional inspection or testing of the work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Design Professional nor a decision made in good faith either to exercise or not exercise such authority shall give rise to a duty or responsibility of the Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the work. 2.6.12 The Design Professional shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples for the purpose of (1) determining compliance with applicable laws, statutes, ordinances and codes; and (2) determining whether or not the work, when completed, will be in compliance with the requirements of the Contract Documents. The Design Professional shall act with such reasonable promptness to cause no delay in the work or in the construction of the Owner or of separate contractors, while allowing sufficient time in the Design Professional's professional judgment to permit adequate review. Review of such submittals is not conducted for die purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. The Design Professional's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Design Professional, of construction means, methods, techniques, sequences or procedures. The Design Professional's approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, the Design Professional shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. 2.6.13 The Design Professional shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the Design Professional as provided in Subsections 3. 1.1 and 3.3.3, for the Owner's approval and execution in accordance with the Contract Documents, and may Contract 5874 authorize minor changes in the work not involving an adjustment in the An'traIfSIm or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 2.6.14 On behalf of the Owner, the Design Professional shall conduct inspections to determine the dates of Substantial Completion and Final Completion, and if requested by the Owner shall issue Certificates of Substantial and Final Completion. The Design Professional will receive and review written guarantees and related documents required by the Contract for Construction to be assembled by the Contractor and shall issue a final certificate for Payment upon compliance with the requirements of the Contract Documents. 2.6.15 The Design Professional shall interpret and provide recommendations on matters concerning performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Contractor. The Design Professional's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.6.16 Interpretations and decisions of the Design Professional shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial decisions, the Design Professional shall endeavor to secure faithful performance by both Owner and Contractor, and shall not be liable for results or interpretations or decisions so rendered in good faith in accordance with all the provisions of this Agreement and in the absence of negligence. 2.6.17 The Design Professional shall render written decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and Contractor relating to the execution or progress of the work as provided in the Contract Documents. 2.6.18 The Design Professional (1) shall render services under the Agreement in accordance with the Degree of Cam; (2) will reimburse the Owner for all damages caused by the defective designs the Design Professional prepares; and (3) by acknowledging payment by the Owner of any fees due, shall not be released from any rights the Owner may have under the Agreement or diminish any of the Design Professional's obligations thereunder. 2.6.19 The Design Professional shall provide the Owner with four sets of reproducible prints showing all significant changes to the Construction Documents during the Construction Phase. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in the Agreement or Proposal, and they shall be paid for by the Owner as provided in the Agreement, in addition to the compensation for Basic Services. The services described under Sections 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Section 3.3 are required due to circumstances beyond the Design Professional's control, the Design Professional shall notify the Owner in writing and shall not commence such additional services until it receives written approval from the Owner to proceed. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Design Professional shall have no obligation to provide those services. Owner will be responsible for compensating the Design Professional for Contingent Additional Services only if they are not required due to the negligence or fault of Design Professional. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subsection 2.6.5 is required, the Design Professional shall provide one or more Project Representatives to assist in carrying out such additional on -site responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed by the Design Professional, and the Design Professional shall be compensated therefor as agreed by the Owner and Design Professional. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making material revisions in Drawings, Specifications or other documents when such revisions are: 1. inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's program or Project budget; 2. required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents, or 3. due to changes required as a result of the Owner's failure to render decision in a timely manner. 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, or the Owner's schedule, except for services required under Subsection 2.5.2. 3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and Construction Change Directives. 3.3.4 Providing consultation concerning replacement of work damaged by fire or other cause during construction, and famishing services required in connection with the replacement of such work. 3.3.5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. 3.3.6 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the work. 3.3.7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Design Professional is party thereto. 3.3.8 Providing services in addition to those required by Article 2 for preparing documents for alternate, separate or sequential bids or providing services in connection with bidding or construction prior to the completion of the Construction Documents Phase. Contract 5874 3.3.9 Notwithstanding anything contained in the Agreement, PropoEfYI�IB�T 21 Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Professional's obligations under this Subsection 3.3.9. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing financial feasibility or other special studies. 3.4.2 Providing planning surveys, site evaluations or comparative studies of prospective sites. 3.4.3 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. 3.4.4 Providing services relative to future facilities, systems and equipment. 3.4.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 3.4.6 Providing services to verify the accuracy of drawings or other information furnished by the Owner. 3.4.7 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner. 3.4.8 Providing detailed quantity surveys or inventories of material, equipment and labor. 3.4.9 Providing analyses of operating and maintenance costs. 3.4.10 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities. 3.4.12 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance and consultation during operation. 3.4.13 Providing interior design and similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment. 3.4.14 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of die final Certificate for Payment and expiration of the Warranty period of the Contract for Construction. 3.4.15 Providing services of consultants for other than architectural, civil, structural, mechanical and electrical engineering portions of the Project provided as a part of Basic Services. 3.4.16 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. 3.4.17 Preparing a set of reproducible record drawings in addition to those required by Subsection 2.6.19, showing significant changes in the work made during con- struction based on marked -up prints, drawings and other data furnished by the Contractor to the Design Professional. 3.4.18 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Professional's obligations under this Subsection 3.4.18. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall consult with the Design Professional regarding requirements for the Project, including (1) the Owner's objectives, (2) schedule and design constraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment, systems and site requirements, as more speci- fically described in Subsection 2.2.1. 4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. 4.3 If requested by the Design Professional, the Owner shall furnish evidence that financial arrangements have been made to fulfill the Owner's obligations under this Agreement. 4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Design Professional in order to avoid unreasonable delay in the orderly and sequential progress of the Design Professional's services. 4.5 Where applicable, the Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site ofthe Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a project benchmark. Contract 5874 4.6 Where applicable, the Owner shall furnish the services of geotechnEal'en�gI eeers when such services are requested by the Design Professional. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and re- sistivity tests, including necessary operations for anticipating sub -soil conditions, with reports and appropriate professional recommendations. 4.6.1 The Owner shall furnish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Design Professional and are not retained by the Design Professional as part of its Basic Services or Additional Services. 4.7 When not a part of the Additional Services, the Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests of hazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. 4.8 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner. 4.9 The services, information, surveys and reports required by Owner under Sections 4.5 through 4.8 shall be furnished at the Owner's expense, and the Design Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part of the Design Professional. 4.10 The Owner shall give prompt written notice to the Design Professional if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents. 4.11 Design Professional shall propose language for certificates or certifications to be requested of the Design Professional or Design Professional's consultants and shall submit such to the Owner for review and approval at least fourteen (14) days prior to execution. The Owner agrees not to request certifications that would require knowledge or services beyond the scope of the Agreement. ARTICLES CONSTRUCTION COST 5.1 CONSTRUCTION COST DEFINED 5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Design Professional. 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for con- tingencies shall be included for market conditions at the time of bidding and for changes in the work during construction. 5.13 Construction Cost does not include the compensation of the Design Professional and Design Professional's consultants, the costs of the land, rights -of -way, financing or other costs which are the responsibility of the Owner as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Design Professional represent the Design Professional's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding or market conditions. Accordingly, the Design Professional cannot and does not warrant or represent that bids or cost proposals will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Design Professional. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the furnishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties thereto. If such a fixed limit has been established, the Design Professional shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. 5.23 If the Procurement Phase has not commenced within 90 days after the Design Professional submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS 6.1 The Drawings, Specifications and other documents prepared by the Design Professional for this Project are instruments of the Design Professional's service and shall become the property of the Owner upon tennination or completion of the Agreement. The Design Professional is entitled to retain copies of all such documents. Such documents are intended only be applicable to this Project, and Owner's use of such documents in other projects shall be at Owner's sole risk and expense. In the event the Owner uses any of the information or materials developed pursuant to the Agreement in another project or for other purposes than are specified in the Agreement, the Design Professional is released from any and all liability relating to their use in that project 6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the Design Professional's reserved rights. F11 V, 7.1 The Design Professional may terminate the Agreement upon not less than thirty days written notice should the Owner fail substantially to perform in accordance with the terms of the Agreement through no fault of the Design Professional. Owner may terminate the Agreement or any phase thereof with or without cause upon thirty (30) days prior written notice to the Design Professional. All work and labor being performed under the Agreement shall cease immediately upon Design Professional's receipt of such notice. Before the end of the thirty (30) day period, Design Professional shall invoice the Owner for all work it satisfactorily performed prior to the receipt of such notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, and other data related to the Project shall become property of the Owner upon termination of tine Agreement and shall be promptly delivered to the Owner in a reasonably organized form. Should Owner subsequently contract with a new Design Professional for continuation of services on the Project, Design Professional shall cooperate in providing information. Contract 5874 EXHIBIT 2 7.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily performed prior to notice of such suspension. When the Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Design Professional's services. 7.3 The Agreement may be terminated by the Owner upon not less than seven days written notice to the Design Professional in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Design Professional or the Owner may terminate the Agreement by giving written notice. 7.4 Failure of the Owner to make payments to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substantial non - performance and cause for termination. 7.5 If the Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily performed, the Design Professional may, upon seven days written notice to the Owner, suspend performance of services under the Agreement. 7.6 In the event of termination not the fault of the Design Professional, the Design Professional shall be compensated for services properly and satisfactorily performed prior to termination. ARTICLE 8 PAYMENTS TO THE DESIGN PROFESSIONAL 8.1 DIRECT PERSONNEL EXPENSE 8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 8.2 REIMBURSABLE EXPENSES 8.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Design Professional and Design Professional's employees and consultants in the interest of the Project, as identified in the following Clauses. 8.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out -of -town travel; long- distance communications; and fees paid for securing approval of authorities having jurisdiction over the Project. 8.2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Subsection 2.6.19), postage and handling of Drawings, Specifications and other documents. 8.2.13 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 8.2.1.4 Expense of renderings, models and mock -ups requested by the Owner. 8.2.1.5 Expense of computer -aided design and drafting equipment time when used in connection with the Project. 8.2.1.6 Other expenses that are approved in advance in writing by the Owner. 83 PAYMENTS ON ACCOUNT OF BASIC SERVICES 8.3.1 Payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the basis set forth in Section 2 of the Agreement and the schedule of work. 83.2 If and to the extent that the time initially established in the Agreement is exceeded or extended through no fault of the Design Professional, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Section 2 of the Agreement. 8.33 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 2 of the Agreement based on (1) the lowest bona fide bid or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such portions of the Project. 8.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 8.4.1 Payments on account of the Design Professional's Additional Services and for Reimbursable Expenses shall be made monthly within 30 days after the presentation to the Owner of the Design Professional's statement of services rendered or expenses incurred. 8.5 PAYMENTS WITHHELD No deductions shall be made from the Design Professional's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the work other than those for which the Design Professional is responsible. 8.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make available to Owner or Owner's authorized representative records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense for inspection and copying during regular business hours for three years after the date of the final Certificate of Payment, or until any litigation related to the Project is final, whichever date is later. 0 A 11L010in 10101'DhTr►"A 9.1 The Design Professional shall indemnify and save and hold harmless the Owner and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the Owner, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the Design Professional or its officers, shareholders, agents, or employees in the performance of the Agreement. Contract 5874 9.2 Nothing herein shall be construed to create a liability to an EX I1BJ T g y y person who is no a party o ne Agreement, and nothing herein shall waive any of the parties' defenses both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to the Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE 10 INSURANCE During the performance of the Services under the Agreement, Design Professional shall maintain the following insurance with an insurance company licensed or authorized to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: 10.1 Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $2,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $250,000 in the aggregate. 10.2 Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. 10.3 Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident including occupational disease. 10.4 Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. 10.5 The Design Professional shall furnish insurance certificates or insurance policies to the Owner evidencing insurance in compliance with this Article 10 at the time of the execution of the Agreement. The General Liability and Automobile Liability insurance policies shall name the Owner as an additional insured, the Workers' Compensation policy shall contain a waiver of subrogation in favor of the Owner, and each policy shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days' prior written notice to Owner and Design Professional. In such event, the Design Professional shall, prior to the effective date of the change or cancellation, furnish Owner with substitute certificates of insurance meeting the requirements of this Article 10. ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 The Agreement shall be governed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in Denton County, Texas. 11.2 The Owner and Design Professional, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. The Design Professional shall not assign its interests in the Agreement without the written consent of the Owner. 11.3 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments referenced in Section 3 of the Agreement which together represent the entire and integrated agreement between the Owner and Design Professional and supersedes all prior negotiations, representations or agreements, either written or oral. The Agreement may be amended only by written instrument signed by both Owner and Design Professional. When interpreting the Agreement the executed Agreement, Proposal, these General Conditions and the other attachments referenced in Section 3 of the Agreement shall to the extent that is reasonably possible be read so as to harmonize the provisions. However, should the provisions of these documents be in conflict so that they can not be reasonably harmonized, such documents shall be given priority in the following order: 1. The executed Agreement 2. Attachments referenced in Section 3 of the Agreement other than the Proposal 3. These General Provisions 4. The Proposal 11.4 Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Design Professional. 11.5 Upon receipt of prior written approval of Owner, the Design Professional shall have the right to include representations of the design of the Project, including photographs of the exterior and interior, among the Design Professional's promotional and professional materials. The Design Professional's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Design Professional in writing of the specific information considered by the Owner to be confi- dential or proprietary. The Owner shall provide professional credit for the Design Professional on the construction sign and in the promotional materials for the Project. 11.6 Approval by the Owner shall not constitute, nor be deemed a release of the responsibility and liability of the Design Professional, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the Owner for any defect in the design or other work prepared by the Design Professional, its employees, subcontractors, agents, and consultants. 11.7 All notices, communications, and reports required or permitted under the Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below signature block on the Agreement, certified mail, return receipt requested, unless otherwise specified herein. All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days after mailing. 11.8 If any provision of the Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform the Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. 11.9 The Design Professional shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended during the term of this Agreement. 11.10 In performing the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. 11.11 The captions of the Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of the Agreement Contract 5874 EXHIBIT 2 Contract # 5885 Exhibit A Scope of Services September 2, 2015 Attn: Emerson Vorel Denton, TX EXHIBIT 2 II A 7/.,,, ���d � l ��� � 8 y�����Y �C��Il�� by esig t Eureka Pla round Proposal Working with the City of Denton, Play by Design LLC (hereafter called PBD) will build a custom - designed creative playground. PBD will provide the custom design and construction supervision The City will provide all materials and volunteer labor to prepare the site and construct the playground. The play area will be designed in accordance with the ASTM and CPSC guidelines and safety standards for public playgrounds, as well as the requirements of ADAAG (Americans with Disabilities Act Accessibility Guidelines). PBD will provide a detailed list of materials to be sourced, purchased, and in some instances potentially donated. RESPONSIBILITIES Play By Design: • Schematic design • Design development including construction documents and details • Materials takeoff and final materials list • Organizational materials, including tools list and other useful coordinating information • Project management • Pre - construction visit to community for organizational meeting and design review • On -site construction consultation (3 people) for duration of build (6 days) • Final inspection of completed structure at the end of construction Note: Play by Design orders manufactured playground parts and will invoice the Denton Parks Foundation. Invoice is due 8 to 10 weeks prior to construction. Denton: • All site preparation prior to the construction, including digging post holes for play structure (PBD will assist with the layout) EXHIBIT 2 ak tlY 1 i�r.. k U pla by esNg • Secure and store all construction materials prior to the build. All materials must meet exact specifications as outlined in materials list provided by PBD. The manufactured slides will be sourced factory- direct through PBD. • Supply all tools required for build as outlined in list provided, including temporary electrical service to the build site. • Recruit and enlist volunteer labor necessary to complete construction of playground (volunteer numbers as specified by PBD consultants). • Provide food for volunteers (lunch, dinner, and snacks). • Provide hotel accommodations for PBD consultants for design presentation, pre - construction visit, and during construction (typically donated). PLAY BY DESIGN PROFESSIONAL FEES Design presentation $ 1200 Design Phase / Organization Phase 23,300 Drawings stamped by Texas - licensed professional engineer Fernando Pena* TBD Pre - construction Visit 1,200 Construction Consultation: -- Prebuild (3 days, 2 consultants) 7,200 - -Build (6 days, 3 consultants) 21,600 Reimbursement of all travel expenses *Price to be determined upon submittal of construction documents Payment schedule Design presentation Design Phase / Project Management Professional Engineer Pre - construction / Organization Phase Construction Consultation Reimbursement of travel expenses Due date Two weeks after presentation 65% upon receipt of plans 35% 10 wks. before build Upon receipt of invoice Two weeks after visit Final day of construction Upon receipt of invoice EXHIBIT 2 Contract # 5885 Exhibit B Awarded Contractor Documentation EXHIBIT 2 BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS 1. Contract Information (for formal contracting purposes): The following information will be used to write a contract, should yourfirm be selected for award. a Firm's Legal Name: Play By Design, LLC Address: 677 Bostwick Rd., Ithaca, NY 14850 • Agent Authorized to sign contract (Name): Dara Lee Archin • Agent's email address: lee @pbdplaygrounds.com 2. Subsidiary of. 3. Organization Class (circle): LLC Partnership 4. Tax Payer ID #: 90- 0617003 5. Date Established: October 12, 2010 6. Historically Underutilized Business: No 7. Does your company have an established physical presence in the State of Texas, or the City of Denton? No 8. Please provide a detailed listing of all products and /or services that your company provides. Playground design and construction 9. Has your company filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current company name or any other company name? If so provide details of the issues and resolution if available. Include lawsuits where Owner was involved. No 10. Have you ever defaulted on or failed to complete a contract under your current company name or any other company name? If so, where and why? Give name and telephone number of Owner. No EXHIBIT 2 11. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s). OR 12. Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910 "General Industry Standards" and /or 29 CFR 1926 "General Construction Standards" as they apply to your Company's customary activities? tlilamdlnr a, l ,.gc v/1 I lc)s[i1wcb /_c:�wasreh search 16 are "����c� c t�rlj STAND RDS&P., toc— level =l &p keyyalue =1926 13. Provide details to support the evaluation criteria including experience anal delivery. 14. Provide details on how firm meets the minimum qualifications stated in this Main document Section 3. a. The details must be completed on this form, and shall not point to another document in the respondent's proposal. b. Sign below and return form with final submission. I certify that our firm meets the minimum qualifications as stated in this Main document, section 3. Signature Company Date EXHIBIT 2 DATE (MM /DD/YYYY) _ CERTIFICATE OF LIABILITY INSURANCE _ F 10 �� THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICAT)= DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAM_- i Paul Neske „SAM &__ _. ,.. ............... ....� a,,..._ -. Tompkins Insurance Agencies, Inc. PHONE FAX Nr 1051 Craft Road °':'MAIL CNSM.IRN"R"a,�,+.Fl-¢.kRD9ftE &w G..';7VCFChtiaL. _,....... Ithaca NY 14850 INSURER A . ,........ _ _.. o n rant Sac ca.al INSURED INSURERB :Sentinel Ins Co, LTD PLAY BY DESIGN, LLC INSURER C: 677 Bostwick Rd. INSURER D: INSURER E : Ithaca NY 14850 INSURER F: COVERAGES CERTIFICATE NUMBER:14 -15 MASTER REVISION NUMBER: NAIC # ..... THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. m �... .. -._ .� ��n _,.,,,. ILTR TYPE OF INSURANCE q�DL SOBS'' POLICY NUMBER w�oa tow E PoLtcti �xA MMrt72IYYYY MIMInOIYY1"Y LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 LIABILITY DdTMCLA Ali "')OT• C-NITIT k ( d IX(> (9 aow � �.,..�,.. .. 100,000 OCCUR SU0023620 A CLAIMS-MADE OCCUR 11/16/2014 X1/16/2015 e per on) MED EXP (Any one person) $ Excluded PERSON_AL&ADV INJURY $ _ 1,000;000 _ __ ��•- �- --FIR _PER: GENERALAGGREGATE $ D m�_�... 2,000,000 .... GEN' LAC4. iP' �L'G AI T LIMIT APPLIES OD oMP /oPAGG $ UCTS- CMP/ 2,000,000 X I,Oucy PRO. LOC $ 3I Y�V. MII-i AUTOMOBILE LIABILITY . p d_kI . A_— .w_.. ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED AUTOS _ e' AUTOS BODILY INJURY (Peracci nl) $ NON -OWNED Pd'O Ltd Y�DAMAGE $ HIRED AUTOS AUTOS fi r K A co-d 1p _.., m_.. ... —. $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ .. mm EXCESS L IAB .. CLAIMS -MADE AGGREGATE $ DE D RETENTION $ $ $ WORKERS COMPENSATION X WC STATU OTH AND EMPLOYERS' LIABILITY YIN Y / N • °EP^" ° •••� ANY PROPRIETOR/PARTNER /EXECUTIVE OFFICER /MEMBER EYCLUDED7 NIA E L. EACH ACCIDENT $ m�____ 1, 00" 0 `000 (Mandatory In NH) 1hTECEP2526 /7/2015 X3/7/2016 , El_ DISCA �1;E'. - E-A EMP LX.)YEI $ L 000 000 If yes, describe under ESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1 X000,000 A Professional Liability CSU0027532 11/16/2014 .11/16/2015 Limit $1,000,000 Deductible $5,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) Eureka Park Playground SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Denton ACCORDANCE WITH THE POLICY PROVISIONS. 215 E McKinney St Denton, TX 76201 AUTHORIZED REPRESENTATIVE David Boyce /PTN `-`- ACORD 25 (2010105) ©1988 -2010 ACORD CORPORATION. All rights reserved. INS025oninnsint Tha A(:r)Pn nmm= �nrt Inn^ mra rnnietnrnrt -ke of A(.r)Pn EXHIBIT 2 For vendor or other jye pn doing; business with local �owrl�rtrntental entlty„ mm.....� This questionnaire reflects changes made to the law by 11.11. 1491, 80th Leg., Regular Session. This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person who has a business relationship as defined by Section 176.001(1 -a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, .Local Government Code. A person commits an offense if the person knowingly violates Section 176.006; Local Government Code. An offense under this sec(ion is a Class C . _ .. � misd emeanor. sde�m_ l e m an.. �o� _.r�. anlr of l 1erw.iho has abusines at:i mm+B�u.slip �vh I� tc i a t . o vcrnme c n� t. a...l § entity, n__ . J � Check this box if you are filing an update to a previously filed questionnaire. (.The law requires that you file an updated completed questionnaire with the appropriate filing autbonty not later 4aan the 7 °i business day alter the alatc Mlda� ar:r� °n p1.ly mmfilrwl �aaaa ^�Ixaruauxrowr lx,cornes urta�rangrla la ur m 3 Name of local government officer with whom filer has an era alarvun� aot or lausmeww r� 1ataauaslailt eZr? c�C B Name t)tlicer This section, (item i inchiding subparts A, B, C &D), most be completed for each officer with whom the fi.lcr has an employment or other business relatioaasliip as defined by Section 176.001(1 -a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? j , Yes E " ' No 13. is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes 1.. . ..No C. is the filer of this questionnaire employed by a corporation or other business en Lily with.respect to which the local government officer serves as all officer or director, or holds an ownership of 10 percent or rniorc? Yes Evi No D. Describe each alliliation or business relatioramhip. �I-. /�.� ,T — w...._. .... ..�..._........ .. P .�m... v......._...... 4 i1 I have no Conflict of Interest to disclose. _ . ... _ ... _ _ .. ...... � I Signature of person tl i og business with the governmental entity Date s .. ..m _._.__ _.._ -._._. .rv.. — ...............W —. _. Form 304 (Revised 05/11) Submit in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711 -3697 512 463 -5555 FAX: 512/463 -5709 Filing Fee: $750 EXHIBIT 2 Application for Registration of a Foreign Limited Liabiliiv Cott °manv This space reserved for office use. 1. The entity is a foreign limited liability company. The name ol'the entity is: Play By Dcsi� LLC ... . ........ _ ...... _..__W____�._...... Proi,ide the fill legal name q/the endly as stared in the entity s formation documeni in its jurisdiction offormatiot,. 2A. The name of the entity in its jurisdiction of formation does not contain the word "limited liability company" or "limited company" (or an abbreviation thereof). The name of the entity with the word or abbreviation that it elects to add for use in Texas is: 2B. The entity name is not available in Texas. The assumed name under which the entity will qualify and transact business in Texas is: The assumed name must include on acceptable organi_aiional identijier or an accepted abbreviation of one q %these terms. 3. Its federal employer identification number is: 90- 0617003 Federal em to cr identification number information is not available at this time. ❑ py 4. It is organized under the laws of. (set forth suite or foreign country) New York State and the date of its formation in that jurisdiction is: t d%t 2-1201 0 5. As of the date of fling, the undersigned certifies that the foreign limited liability company currently exists as a valid limited liability company under the laws of the jurisdiction of its formation. 6. The purpose or purposes of the limited liability company that it proposes to pursue in the transaction of business in "Texas are set forth below. playground design and construction; construction begins 10/21/2015 �..._m - rn �wmw _ �. � � .. .......... ..m_ _._�. ............. The entity also certifies that it is authorized to pursue such stated purpose or purposes in the state or country under which it is organized. 7. The date on which the foreign entity intends to transact business in Texas, or the date on which the: foreign entity first transacted business in Texas is: 10/21/2015 ..... .............. . . ._ . _ _... .. _. w.._. . n,nvdd'i"p tale fees may apply (see instructions). 8. The principal office address of the limited liability company is: 677 Bostwick Rd. Ithaca NY US 14850 Acldre.sr........ C ►r� _.�.. .� �. _ scale. ... y ... -- - - - - -- ounit Zip /Postal Code Porne 304 6 EXHIBIT 2 ('oonpletei(ein9Aor9B, but not bolli Complete item W FV] 9A. The registered agent is an organization (cannot be entily named above) by the name of: City of Denton OR ❑ 9B. The registered agent is an individual resident ol'the state whose name is: Ew.vr Name .191, Last Naw siftrix 9C. The business address of the registered agent and the registered office address is: 901 B Texas St. Denton TX 76209 ,Street 41dress C 90 le Zip Code 10. The entity hereby appoints the Secretary of State of Texas as its agent for service of process under the circumstances set forth in section 5.251 of the Texas Business Organizations Code. 11. The name and address of each governing person is: NAME AND ADDRESS OF GOVERNING PERSON (Enicrthe name of either an individual or an organisation, but not both.) IFINDIVIDEJAI, Dara L Archin T'irsi Nante JUL Last Name OR 11, ORGANIZATION on Name 304 N. Geneva St, Ithaca NY US 14850 I -o-r, ' A"",16' " --" - ' ' ' """" ' ' . . ...... 0'I'v" " - - - c',' NAME AND ADDRESS OF GOVERNING PERSON (Enter the name of either an individual or am organiration, but not both.) IF INDIVIDI JAI, David C lannello Fh-st Name A11 Last Nan:e OR IFOR(,ANIZATION Or,y ngizatkni Xame 677 Bostwick Rd. Ithaca NY US 14850 JNAM E —AN--DA---D---D- R--E—S.-S OF GOVERNING PERSON (Enter the name of either an individual or an organization, but not —both IF INDIVIDTJAI, first Nrnne AU Last Name suff" OR IFORGANIZATION Ord anizahuit Name -- �i,--ee g!' �!�i ,4ddi-ess 01V state Code Form 304 7 EXHIBIT 2 Supplemental Provisions/Information Effectiveness of Filing (Select either A. B. or e.) A. ❑✓ This document becomes effective when the document is filed by the secretary of state. 13. ❑ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is: C. ❑ This document takes effect upon the occurrence of a future event or fact, other than the passage of time. The 90th day after the date of signing is The followinf.n event or fact will cause the document to take effect in the manner described below: Execution The undersigned affirms that the person designated as registered agent has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument. Gate: arnrnttuc uIfi co1'c on d pcTsull (sees; XIASnvc ±per lls) Pnntud or typed name . "auhon i ro-- 1 Pe on. Norm 304 g EXHIBIT 2 SECTION 3 ENTIRE AGREEMENT This Agreement includes this executed agreement and the following documents all of which are attached hereto and made a part hereof by reference as if fully set forth herein: 1. City of Denton General Conditions to Agreement for Architectural or Engineering Services. 2. Exhibit A - The Engineering or Design Professional's Proposal 3. Exhibit B — Contractor's Additional documentation This Agreement is signed by the parties hereto effective as of the date first above written. CITY OF DENTON ffim George Campbell City Manager Page 3 Contract 5885 EXHIBIT 3 v P a y ii bidesign November 2, 2015 City of Denton Attn: Emerson Vorel Play By Design's custom design standards and quality control require our playground equipment be created via a sole Source manufacturer, Building platforms, slides, swings, and overhead equipment exclusive to Play by Design are produced consistent with our unique playground design. As such, comparable supplies are not available -for put-chase via competing sources. Sin crely, 6C Dara Lee Archin, co-owner Play by Design LLC EXHIBIT 4 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR, AUTHORIZING, AND APPROVING THE PURCHASE OF PLAYGROUND EQUIPMENT FOR THE EUREKA 2 PLAYGROUND PROJECT, WHICH IS AVAILABLE FROM ONLY ONE SOURCE AND IN ACCORDANCE WITH CHAPTER 252.022 OF THE TEXAS LOCAL GOVERNMENT CODE SUCH PURCHASES ARE EXEMPT FROM THE REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 5990- AWARDED TO PLAY BY DESIGN IN THE AMOUNT OF $95,811). WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including; items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as described in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 5990 Play By Design $95,811 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids. EXHIBIT 4 SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 4. The City Manager is hereby authorized to execute any contracts relating to the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5990 to the City Manager of the City of Denton, Texas, or his designee. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BYE`'