TIF ZONE NO. 1 ECONOMIC DEVELOPMENT AGREEMENT W I T N E S S E T H:

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1 STATE OF TEXAS COUNTY OF DALLAS TIF ZONE NO. 1 ECONOMIC DEVELOPMENT AGREEMENT FOR TOWNE CENTRAL This Tax Increment Reinvestment Financing Zone Economic Development Agreement ( Agreement ) is made by and between the City of Richardson, Texas (the City ), the Board of Directors of the City of Richardson Tax Increment Financing Zone No. 1 ( Board ) (collectively the Board and the City, referred to as the City ), and SAF 100 N. Central Ltd., a Texas limited partnership ( Company ) (each a Party or collectively the Parties ), acting by and through their respective authorized officers or representatives. W I T N E S S E T H: WHEREAS, the City has adopted an ordinance designating a certain contiguous geographical area as Tax Increment Financing Reinvestment Zone No. 1 (the Zone ) in accordance with the Tax Increment Financing Act, Tax Code, Chapter 311 (the Act ), to promote development within TIF Zone No. 1 through the use of tax increment financing; and WHEREAS, the Act authorizes the expenditure of funds derived within a tax increment financing reinvestment zone for the payment of expenditures made or estimated to be made and monetary obligations incurred or estimated to be incurred by the City that are listed in the project plan of the reinvestment zone, which expenditures and monetary obligations constitute project costs as defined by the Act; and WHEREAS, the Project (hereinafter defined) within the Zone as set forth herein is consistent with encouraging development of the Zone in accordance with the purposes for its creation and applicable laws: and WHEREAS, Company owns, or is under contract to purchase, the land (and any existing improvements thereon) in the City of Richardson, Texas, described in Exhibit A (the Land ); and WHEREAS, Company intends to acquire and develop the Land, demolish the existing improvements located on the Land, and develop the Land for the Project (hereinafter defined); and WHEREAS, the Land is located within Sub Area No. 1A (hereinafter defined) of the Zone; and WHEREAS, the City Council for the City pursuant to Tax Code, Chapter 311, has authorized the Board to use the City Tax Increment from the tax increment fund for the Zone for projects which promote economic development within the Zone; and WHEREAS, the use of the City Tax Increment from the Tax Increment Fund from Sub Area No. 1A and Sub Area No. 1B (hereinafter defined) for Annual Grants (hereinafter defined) Page 1

2 to promote economic development and help offset the costs of Company acquisition of the Land, demolition of the existing improvements on the Land and for development of the Land for the Project to be paid from the City Tax Increment from the Tax Increment Fund for Sub Area No. 1A and Sub Area No. 1B of the Zone are project costs consistent with and described in the Project Plan and Financing Plan for the Zone, as amended (hereinafter defined as the Project and Financing Plan ); and WHEREAS, pursuant to Section of the Act, the City Council of the City authorized the Board to implement the Project and Financing Plan through the execution of this Agreement and allocation of monies in the Tax Increment Fund from Sub Area No. 1A and Sub Area No. 1B to the satisfaction of obligations pursuant to this Agreement and approved a program to make grants of City Tax Increment from the Tax Increment Fund from Sub Area No. 1A and Sub Area No. 1B to develop and diversify the economy of the zone; eliminate unemployment or underemployment in the zone; develop or expand transportation, business, and commercial activity in the zone; and stimulate business and commercial activity in the Zone (the Program Purposes ); and WHEREAS, the City Council and Board have determined that the Project contemplated by the Company will promote the Program Purposes; and WHEREAS, the Board has recommended to the City Council that the City enter into this Agreement, and has authorized the City Manager, or designee, to approve this Agreement on behalf of the Board and to execute any other agreements or instruments related hereto; NOW THEREFORE, in consideration of the foregoing, and on the terms and conditions hereinafter set forth and other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: Article I Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: Act shall mean the Tax Increment Financing Act, Chapter 311, Tax Code, as amended. Annual Grant Payment Date shall mean June 1 of each calendar year during the term of this Agreement beginning with June 1, following the date of Commencement of Construction of the Project. The first Annual Grant amount will include City Tax Increment(s) collected for tax year 2016 and later. For example, if the first Annual Grant is paid June 1, 2018 the amount of the first Annual Grant will include City Tax Increment for tax years 2016 and Page 2

3 Annual Grants shall mean annual economic development grants to be paid to Company to offset the actual costs incurred by Company for the acquisition of the Land and the demolition of the existing improvements on the Land for the Project, not to exceed the Maximum Grant Amount, equal to: (i) seventy-five percent (75%) of the annual City Tax Increment from Sub Area No. 1A; and (ii) fifty percent (50%) of the annual City Tax Increment from Sub Area No. 1B, to be paid as set forth herein. Bankruptcy or Insolvency shall mean the dissolution or termination of a Party s existence as a going business, insolvency, appointment of receiver for any part of such Party s property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against such Party, and such proceeding is not dismissed within ninety (90) days after the filing thereof. Board means the board of directors of TIF Zone No. 1, acting by and through the City Manager. A reference to City shall include the Board. Captured Appraised Value means the total appraised value of all real property taxable by the Taxing Units and located in TIF Zone No. 1 for the year less the Tax Increment Base of the Taxing Units. City shall mean the City of Richardson, Texas, acting by and through the City Manager. City Manager shall mean the city manager of the City, or designee. City Tax Increment shall mean the total amount of City property taxes for the year on the Captured Appraised Value of real property taxable by the City and located in Sub Area Nos. 1A and 1B of TIF Zone No. 1. Commencement of Construction shall mean that (i) the Plans and Specifications have been prepared and all approvals thereof required by applicable governmental authorities have been obtained for construction of the Project; (ii) all necessary permits for the construction of the Project pursuant to the Plans and Specifications have been issued by all applicable governmental authorities; and (iii) grading or demolition for the construction of the Project has commenced. Company shall mean SAF 100 N. Central Ltd., a Texas limited partnership. Completion of Construction shall mean that (i) the construction of the Project has been substantially completed; and (ii) the City has issued a certificate of occupancy for the first building comprising the Project. Effective Date shall mean the last date of execution hereof. Page 3

4 Eligible Costs shall mean the amount of the actual costs incurred and paid by Company for the acquisition of the Land, the demolition of the existing improvements on the Land, construction of structured parking garage and for the development of the Land for the Project, as verified by the City, which verification shall not be unreasonably withheld. Eligible Costs shall not include permit fees, interest on Company financing, and construction management. Expiration Date shall mean the earlier of: (i) the date of termination of TIF Zone No. 1; and (ii) the date of payment of the Maximum Grant Amount. Force Majeure shall mean any contingency or cause beyond the reasonable control of a Party, as applicable, including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, adverse weather, government or de facto governmental action or inaction (unless caused by negligence or omissions of such Party), fires, explosions, floods, strikes, slowdowns or work stoppages, shortage of materials and labor. Impositions shall mean all taxes, assessments, use and occupancy taxes, charges, excises, license and permit fees, and other charges by public or governmental authority, general and special, ordinary and extraordinary, foreseen and unforeseen, which are or may be assessed, charged, levied, or imposed by any public or governmental authority on Company with respect to the Land or improvements or any property or any business owned or controlled by Company within the City. Interest shall mean simple interest at a rate of five and twenty-five one hundredths percent (5.25%). A. Land shall mean the real property (and improvements) described in Exhibit Maximum Grant Amount shall mean cumulative payment of Annual Grants in the amount of Seven Million Dollars ($7,000,000.00), plus accrued Interest. Payment Request shall mean a written request from Company to City for the payment of an Annual Grant accompanied by copies of invoices, bills, receipts and such other information as may be reasonably requested by the City to document Company expenditures for Eligible Costs. Project shall mean the acquisition of the Land, development of the Land, demolition of the existing structures and improvements located on the Land and the construction of approximately 425 multi-family units including a structured parking garage, approximately 21,500 square feet of retail and restaurant space and an existing office tower containing approximately 200,000 square feet of space on all or a portion of Page 4

5 the Land, as approved by the City in accordance with the applicable zoning and the Project Plan. Project and Financing Plan shall mean the project and financing plan for TIF Zone No. 1 as approved, and amended by the City, from time to time. Related Agreement shall mean any agreement (other than this Agreement) by and between the City (including the Board) and Company, or any of its affiliated or related entities. Sub Area No. 1A shall mean that portion of TIF Zone No. 1 identified as Sub Area No. 1A in the Project and Financing Plans for TIF Zone No. 1 and as depicted in Exhibit B. Sub Area No. 1B shall mean that portion of TIF Zone No. 1 identified as Sub Area No. 1B in the Project and Financing Plans for TIF Zone No. 1 and as depicted in Exhibit C. Tax Increment means the total amount of property taxes by the Taxing Units for the year on the Captured Appraised Value of real property taxable by the Taxing Units and located in TIF Zone No. 1. Tax Increment Base means the total appraised value of all real property taxable by a Taxing Unit for the year in which TIF Zone No. 1 was designated (2006). Tax Increment Fund shall mean the funds deposited by the City and any Taxing Unit in the tax increment fund for TIF Zone No. 1. Tax Increment Fund from Sub Area No. 1A shall mean a sub-account within the Tax Increment Fund consisting of tax increment contributed by the Taxing Units on that portion of Captured Appraised Value attributable to property in Sub Area No. 1A, as depicted in Exhibit B. Tax Increment Fund from Sub Area No. 1B shall mean a sub-account within the Tax Increment Fund consisting of tax increment contributed by the Taxing Units on that portion of Captured Appraised Value attributable to property in Sub Area No. 1B, as depicted in Exhibit C. Taxable Value shall mean the appraised value as certified by the appraisal district, or its successor, for a given tax year. Taxing Unit shall mean the City, Dallas County, Richardson Independent School District, and any other political subdivision or special district that taxes real property within TIF Zone No. 1 that enters into a participation agreement with the City to contribute to the Tax Increment Fund. Page 5

6 TIF Zone No. 1 shall mean City of Richardson Tax Increment Financing Zone No. 1, as amended. Article II Term The term of this Agreement shall begin on the Effective Date and shall continue until the Expiration Date, unless sooner terminated as provided herein. 3.1 Project Development. Article III TIF Project (a) Company agrees, subject to events of Force Majeure, that Commencement of Construction of the Project shall occur on or before March 31, 2018, and, subject to events of Force Majeure, Completion of Construction thereof shall occur on or before the date that is five (5) years following the date of Commencement of Construction of the Project. (b) Prior to construction of the Project, application for any necessary permits and approvals required by the City and any applicable governmental authorities shall be issued for the construction of the Project. 4.1 Annual Grant Payments. Article IV Economic Development Grants (a) Subject to the continued satisfaction of all the terms and conditions of this Agreement by Company, City agrees to provide Company with the Annual Grants not to exceed the Maximum Grant Amount, plus accrued Interest. (b) City shall provide the Annual Grants on an annual basis within thirty (30) days after receipt of a Payment Request following June 1 of each calendar year (the Annual Payment Date ), beginning with June 1 of the calendar year following the date of Commencement of Construction of the Project. The amount of each Annual Grant shall be the lesser of: (i) the amount of the Eligible Costs then eligible for payment that have not been paid to Company; and (ii) seventy-five percent (75%) of the amount of the available City Tax Increment Funds from Sub Area No. 1A and fifty percent (50%) of the amount of available City Tax Increment Funds from Sub Area No. 1B, after consideration of the Tax Increment Fund Priorities set forth below. If there are insufficient funds in the Tax Increment Fund from City Tax Increment from Sub Area No. 1A and Sub Area No. 1B for an Annual Grant, the unreimbursed Eligible Costs are carried forward with Interest to succeeding Annual Payment Dates until reimbursement has been made in full or termination of this Agreement, whichever occurs first. Page 6

7 (c) The Parties agree that the Annual Grants shall be provided solely from funds from the Tax Increment Fund from City Tax Increment from Sub Area No. 1A and Sub Area No. 1B, and only to the extent that funds are available in the Tax Increment Fund from City Tax Increment from Sub Area No. 1A and Sub Area No. 1B. Company acknowledges and agrees that City is only obligated to reimburse Company for Eligible Costs and/or Interest to the extent that there are available funds from the Tax Increment Fund from City Tax Increment from Sub Area No. 1A and Sub Area No. 1B during the term of this Agreement. (d) Company agrees to look solely to the Tax Increment Fund from City tax Increment from Sub Area No. 1A and Sub Area No. 1B, and not to City general or other funds, for payment of the Annual Grants to the extent monies in the Tax Increment Fund is available. Nothing in this Agreement shall be construed to obligate City to provide Annual Grants from any other source of funds or to otherwise require City to pay Company for Eligible Costs plus Interest in the event there are insufficient funds in the Tax Increment Fund from City Tax Increment from Sub Area No. 1A and Sub Area No. 1B to pay Eligible Costs and/or Interest, or in the event Zone terminates prior to payment in full of the accrued Eligible Costs and Interest (provided City shall not adopt an ordinance providing for termination of Zone on a date earlier than provided in the ordinance that established Zone unless this Agreement has been terminated). Upon the termination of this Agreement or the Expiration Date, any Eligible Costs, Interest and Annual Grants under this Agreement that remain un-reimbursed or that remain unpaid, due to lack of availability of Tax Increment Funds from City Tax Increment from Sub Area No. 1A and Sub Area No. 1B, or due to the failure of Company to satisfy any precondition of reimbursement under this Agreement, shall no longer be considered Eligible Costs or obligations of the Zone, and any obligation of City to provide Annual Grants to Company for Eligible Costs and Interest shall automatically expire and terminate on such date. 4.2 Tax Increment Fund Priorities. Except as otherwise provided herein, the funds deposited in the Tax Increment Fund from Sub Area No. 1A and Sub Area No. 1B shall only be used for the following and applied in the following order of priority: (i) (ii) (ii) (iii) (iv) amounts pledged or required for payment of outstanding bonds or City debt issued for the TIF Zone No. 1; prior agreements regarding reimbursement from Sub Area No. 1A and/or Sub Area No. 1B; Sub Area No. 1A and Sub Area No. 1B allocation of the reasonable administrative costs of the Zone; Sub Area No. 1A and Sub Area No. 1B allocation of the maintenance of a minimum balance of Fifty Thousand Dollars ($50,000.00) in the Tax Increment Fund in each year other than the year TIF Zone No. 1 terminates; and Annual Grants to Company for Eligible Costs. 4.3 Current Revenue. Under no circumstances shall obligations of City and/or the Board hereunder be deemed to create any debt within the meaning of any constitutional or statutory provision. City shall not be obligated to pay any commercial bank, lender or similar Page 7

8 institution for any loan or credit agreement made by Company. None of the obligations of the City under this Agreement shall be pledged or otherwise encumbered in favor of any commercial lender and/or similar financial institution. 4.4 Tax Protest. (a) In the event the Company or any owner or lessee of any real property and/or improvements within Sub Area No. 1A and/or Sub Area No. 1B (collectively the Protest Property ) timely and properly protests or contests (including any motion to correct the appraisal roll) the Taxable Value and/or the taxation of the Protest Property, or any portion thereof, with the applicable appraisal district (or its successor)( Tax Protest ) the obligation of City (and the Board) to provide the Annual Grants from the Tax Increment Fund from Sub Area No. 1A and Sub Area No. 1B with respect to such Protest Property or portion thereof, for such tax year shall be abated with regard to the amount of ad valorem taxes that are in dispute (based on the amount or portion of Taxable Value of the Protest Property in dispute) until a final determination has been made of such Tax Protest. In the event of a Tax Protest, City shall send written notice to Company of the amount of ad valorem taxes that are in dispute (based on the amount or portion of taxable value of the Protest Property in dispute or the entire amount if the contested amount is unknown to the City). However, in the event a Tax Protest results in a final determination that changes the appraised value and/or the Taxable Value of the Protest Property, or the amount of ad valorem taxes assessed and due for the Protest Property, or portion thereof, after an Annual Grant has been paid, which includes City Tax Increment for such Protest Property for such tax year, the Tax Increment Fund applicable to such Protest Property will be adjusted accordingly and the Annual Grant with respect to such tax year shall be adjusted (increased or decreased, as the case may be) accordingly on the date of payment of the next payment date for an Annual Grant, or within thirty (30) days after such determination in the event no further Annual Grants are due under the Agreement. In the event there are no further Annual Grants due under this Agreement and Tax Increment from Sub Area No. 1A and Sub Area No. 1B with respect to such Protest Property is reduced, the Company shall, within thirty (30) days after written demand from the City, reimburse the City for such over payment of any such Annual Grants. (b) If City determines that the amount by which such Reimbursement Payment was less than the correct amount to which Company was entitled (together with such records, reports and other information necessary to support such determination), City shall, within thirty (30) days, pay the adjustment to Company. 4.5 Audit. Company shall grant access to all paper and electronic records, books, documents, accounting procedures, practices or any other items relevant to the performance of this Agreement to City or such other persons or entities designated by City for the purposes of inspecting, auditing, or copying such books and records, provided that City has provided two (2) business days prior written notice, and City or its representatives shall not unduly disrupt Company's operations. All records, books, documents, accounting procedures, practices or any other items relevant to the performance of this Agreement shall be subject to examination or audit by City, or such other persons or entities designated by City in accordance with all Page 8

9 applicable state and federal laws, regulations or directives. City shall not make a copy of any such records and shall return within thirty (30) days any records upon written request. Article V Conditions to Grant Payments The obligation to provide each of the Annual Grants to Company shall be conditioned upon the continued compliance with and satisfaction of each of the terms and conditions of this Agreement by Company and each of the conditions set forth in this Article. 5.1 Payment Request. Company shall, as a condition precedent to its eligibility to receive an Annual Grant, timely provide the City with the applicable Payment Request before June 1 of the calendar year in which the Payment Request is made. 5.2 Good Standing. Company shall not have an uncured breach or default of this Agreement, or any Related Agreement. 5.3 Project Development. The timely Commencement of Construction and Completion of Construction of the Project has occurred in accordance with Section 3.1. Article VI Termination 6.1 Termination. This Agreement shall terminate upon the Expiration Date, or may be earlier terminated as follows: (a) (b) (c) (d) (e) by written agreement of the Parties; upon written notice from either Party in the event the other Party materially breaches any of the terms or conditions of this Agreement, or a Related Agreement, and such breach is not cured within thirty (30) days after written notice thereof, provided, however, if such breach is not capable of being cured within thirty (30) days, such period shall be extended for such reasonable periods as may be required under the circumstances so long as the breaching Party is diligently prosecuting the cure of such breach to completion not to exceed ninety (90) days; upon written notice from either Party, if the other Party suffers an event of Bankruptcy or Insolvency; upon written notice from the City, if any Impositions owed to the City or the State of Texas by Company shall become delinquent and shall remain delinquent for more than thirty (30) days after written notice of such delinquency from City to Company (provided, however, Company retains the right to timely and properly protest and contest any such Impositions); upon written notice from either Party, if any subsequent decision of a court of competent jurisdiction declares or renders this Agreement invalid, illegal or unenforceable; or Page 9

10 (f) upon written notice from either Party, if any subsequent Federal or State legislation renders this Agreement invalid, illegal or unenforceable. 6.2 Repayment. In the event the Agreement is terminated by the City pursuant to Sections 6.1(b), (c), (d), (e) or (f), Company shall immediately refund to the City an amount equal to the Annual Grant(s) paid by the City to Company immediately preceding the date of such termination, plus Interest, from the date of payment of the Annual Grants until paid. The repayment obligation of Company set forth in this Section 6.2 hereof shall survive termination. 6.3 Right of Offset. The City may, at its option, offset any amounts due and payable under this Agreement against any debt (including Impositions) lawfully due and owing to the City and/or the Board from Company, regardless of whether the amount due arises pursuant to the terms of this Agreement, a Related Agreement, or otherwise, and regardless of whether or not the debt has been reduced to judgment by a court. Article VII Miscellaneous 7.1 Successors and Assigns. The terms and conditions of this Agreement are binding upon the successors and permitted assigns of the Parties hereto. This Agreement may not be assigned by the Company without the prior written consent of the City Manager. 7.2 Limitation on Liability. It is understood and agreed between the Parties that Company and the City, in satisfying the conditions of this Agreement, have acted independently, and assume no responsibilities or liabilities to third parties in connection with these actions. 7.3 No Joint Venture. It is acknowledged and agreed by the Parties that the terms hereof are not intended to and shall not be deemed to create a partnership or joint venture among the Parties. 7.4 Authorization. Each Party represents that it has full capacity and authority to grant all rights and assume all obligations that are granted and assumed under this Agreement. The City Manager, or designee, is authorized to execute any amendments to this Agreement and any instruments related hereto. 7.5 Notice. Any notice required or permitted to be delivered hereunder shall be deemed received (i) three (3) days after deposit into the United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the Party at the address set forth below, or (ii) on the day actually received if sent by courier or otherwise hand delivered. Page 10

11 If intended for City or Board, to: Attn: City Manager City of Richardson 411 W. Arapaho Richardson, Texas With a copy to: Peter G. Smith Nichols, Jackson, Dillard, Hager & Smith, L.L.P Ross Tower 500 North Akard Dallas, Texas psmith@njdhs.com - If intended for Company, to: Attn: Tod Fobare President Fobare Commercial 1811 Preston Road, Suite 1000 Dallas, Texas Tod@Fobare.com Entire Agreement. This Agreement is the entire agreement between the Parties with respect to the subject matter covered in this Agreement. There is no other collateral oral or written agreement between the Parties that in any manner relates to the subject matter of this Agreement, except as provided in any Exhibits attached hereto. 7.7 Governing Law. The Agreement shall be governed by the laws of the State of Texas, and venue for any action concerning this Agreement shall be in the State District Court of Dallas County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court. 7.8 Amendment. This Agreement may only be amended by a written agreement executed by all Parties. The City Manager is authorized on behalf of the City and/or the Board to execute any amendments hereto and any instruments or other agreements related hereto. 7.9 Legal Construction. In the event 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 other provisions, and it is the intention of the Parties to this Agreement that in lieu of each provision that is found to be illegal, invalid, or unenforceable, a provision shall be added to this Agreement which is legal, valid and enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable Recitals. The recitals to this Agreement are incorporated herein Counterparts. This Agreement may be executed in counterparts. Each of the counterparts shall be deemed an original instrument, but all of the counterparts shall constitute one and the same instrument. Page 11

12 7.12 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period of time following the termination of this Agreement shall survive termination Release and Indemnification. CITY SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND OR CHARACTER TO ANY PERSON OR PROPERTY ARISING FROM THE ACTS OR OMISSIONS OF COMPANY PURSUANT TO THIS AGREEMENT. COMPANY HEREBY WAIVES ALL CLAIMS AGAINST CITY, ITS OFFICERS, AGENTS AND EMPLOYEES (COLLECTIVELY REFERRED TO IN THIS SECTION AS CITY ) FOR DAMAGE TO ANY PROPERTY OR INJURY TO, OR DEATH OF, ANY PERSON ARISING AT ANY TIME AND FROM ANY CAUSE OTHER THAN THE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CITY. COMPANY DOES HEREBY INDEMNIFY AND SAVE HARMLESS CITY FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, CLAIMS, SUITS, COSTS (INCLUDING COURT COSTS, ATTORNEYS FEES AND COSTS OF INVESTIGATION) AND ACTIONS OF ANY KIND BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY ARISING FROM COMPANY S BREACH OF ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR BY REASON OF ANY ACT OR OMISSION ON THE PART OF COMPANY, ITS OFFICERS, DIRECTORS, SERVANTS, AGENTS, EMPLOYEES, REPRESENTATIVES, SUBCONTRACTORS, LICENSEES, SUCCESSORS OR PERMITTED ASSIGNS IN THE PERFORMANCE OF THIS AGREEMENT (EXCEPT WHEN SUCH LIABILITY, CLAIMS, SUITS, COSTS, INJURIES, DEATHS OR DAMAGES ARISE FROM OR ARE ATTRIBUTED TO THE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL ACT OF CITY). IN THE EVENT OF JOINT OR CONCURRENT NEGLIGENCE OF BOTH CITY AND COMPANY, THE RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO CITY AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, COMPANY SHALL BE REQUIRED, ON NOTICE FROM CITY, TO DEFEND SUCH ACTION OR PROCEEDINGS AT THE COMPANY S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO CITY. THE PROVISIONS OF THIS SECTION ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY Further Assurances. Each Party hereby agrees that it will take all actions and execute all documents necessary to fully carry out the purposes and intent of this Agreement. Page 12

13 7.16 Covenants and Representations. Each Party represents, warrants and covenants that: (i) it has the authority to enter into this Agreement and has the authority to execute and deliver this Agreement; and (ii) it has the authority to perform and comply with all of the terms, covenants and conditions to be performed and complied with by such Party hereunder Contract Administration. This Agreement shall be administered on behalf of the City and the Board by the City Manager, or designee. The City Manager, or designee, is hereby authorized, on behalf of the City and the Board to execute, on behalf of the City and the Board, any and all other documents necessary or appropriate to effectuate the transactions contemplated by this Agreement Employment of Undocumented Workers. During the term of this Agreement, Company agrees not to knowingly employ any undocumented workers, and if convicted of a violation under 8 U.S.C. Section 1324a (f), Company shall repay the Annual Grants herein and any other funds received by Company from the City as of the date of such violation within one hundred twenty (120) days after the date Company is notified by the City of such violation, plus Interest compounded annually from the date of violation until paid. Company is not liable for a violation of this section by a subsidiary, affiliate, or franchisees of Company, or by a person with whom the Company contracts Conditions Precedent. This Agreement is subject to and conditioned upon the Company closing its purchase of the Land on or before December 31, Mutual Termination of Prior Economic Development Agreement. The Parties hereby mutually terminate that certain Economic Development Agreement dated August 31, 2012, effective as of the Effective Date of this Agreement. (Signature Page to Follow) Page 13

14 EXECUTED on this loh^, of Crrvor Tax.ls By: Dan J Manager EXECUTED on this Æ day of r4o L Bo nn or Drnncrons, Crt:y or RrcntnnsoN Tlx ZonnNo. I City Manager EXECUTED on this 9'n day of Itlolc.h.20t7 saf 100 NORTH CENTRAL, LTD.,, Trx,s LIMTTED partnership By: GI 100 N. Cnnrn r, Gp, LLC.t Trxas LTMITED LIABTLITv compa {y, ITS GENERAL PARTNER Bv: TeorPmw, MANAcER -fi4 Fc bor.* Page14 I Tax Increment Reinvestment Financing Zone No. I Economic Development Agreement I fortowne Central I TM 74842)

15 EXHIBIT A Legal Description of Land An area bounded by Greer Street to the northeast, North Interurban Street to the southeast, East Main Street to the southwest, and Central Expressway to the northwest, containing the following parcels: N CENTRAL EXPY CIT BANK TR 1 ACS W MAIN ST CIT BANK TR 1.1 ACS W MAIN ST CIT BANK TR 1.2 ACS N CENTRAL EXPY CIT BANK TR 1.3 ACS N CENTRAL EXPY CIT BANK TR 1.4 ACS N CENTRAL EXPY CIT BANK INST 2 BLK 1 LOT 2 ACS WILLIAM BODINE SURV ABST N INTERURBAN ST CIT BANK BLK 1 LOT 5 ACS N INTERURBAN ST ORIG TOWN RICHARDSON SHEET 2 TR 3 ACS N INTERURBAN ST ORIG TOWN RICHARDSON TR 37 ACS N INTERURBAN ST ORIG TOWN RICHARDSON TR 38 ACS GREER ST ORIG TOWN RICHARDSON PT BLK 5 & PT CIT-BANK 1 TR39 ACS Page 15 Exhibit A to

16 EXHIBIT B Sub Area 1A Page 16 Exhibit B to

17 EXHIBIT C Sub Area No. 1B Page 17 Exhibit C to