GEORGETOWN ECONOMIC PERFORMANCE AGREEMENT DEVELOPMENT CORPORATION THE SUMMIT AT RIVERY PARK CITY OF GEORGETOWN, TEXAS

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1 GEORGETOWN ECONOMIC PERFORMANCE AGREEMENT DEVELOPMENT CORPORATION THE SUMMIT AT RIVERY PARK CITY OF GEORGETOWN, TEXAS This PERFORMANCE AGREEMENT ( Agreement ) is between NOVAK BROTHERS, LLC, a Texas limited liability company, whose mailing address is 201 Adams Street, Georgetown, Texas ( Novak ), Hines Georgetown Hotel, LLC, a Delaware limited liability company ( Hines ), the GEORGETOWN ECONOMIC DEVELOPMENT CORPORATION, a Texas non-profit corporation, whose mailing address is 113 E. 8th Street, Georgetown, Texas ( GEDCO ), and the CITY OF GEORGETOWN, a Texas Home Rule municipality, whose making address is 113 E. 8 th Street, Georgetown, Texas (the City ). The term Developer as used herein shall refer collectively to Novak and Hines. Developer, GEDCO and the City are referred to collectively in this Agreement as the Parties. WHEREAS, Brae Group Ltd., a Texas limited partnership, is the owner of a acre portion of the Property (defined herein) shown by sketch on Exhibit A; WHEREAS, Novak Brothers Texas Brownstones, LLC, a Texas limited liability company, is the owner of a acre portion of the Property shown by sketch on Exhibit A; WHEREAS, the Property is the subject of several other agreements by or among some or all of the Parties pursuant to which the Property is to be developed by Developers with new business enterprises specifically, the Hotel (defined herein) and the Conference Center (defined herein) and with other improvements such as the Public Parking Garage (defined herein), residential townhomes, apartments, and other uses as may be allowed under the zoning ordinances applicable to the Property; WHEREAS, GEDCO is a Type A economic development corporation created in 2001 pursuant to the predecessor statute of Chapter 504 of the Texas Local Government Code; WHEREAS, GEDCO is authorized to finance projects as that term is defined in various sections of Chapters 501 and 504 of the Texas Local Government Code; Page 1 of 27

2 WHEREAS, Section of the Texas Local Government Code, in pertinent part, defines the term "project" to mean "expenditures that are found by the board of directors [of the economic development corporation] to be required or suitable for infrastructure necessary to promote or develop new or expanded business enterprises, limited to: (1) streets and roads, rail spurs, water and sewer utilities, electric utilities, or gas utilities, drainage, site improvements, and related improvements; (2) telecommunications and Internet improvements; or (3) beach remediation along the Gulf of Mexico;" WHEREAS, Sections and (a) of the Texas Local Government Code also allow GEDCO fund certain project costs related to the construction of the Hotel and Conference Center; WHEREAS, the Board of Directors of GEDCO has found that the expenditure of GEDCO funds to aid in the construction of the Public Infrastructure Improvements (herein defined) in accordance with the terms and conditions of this Agreement is an expenditure that is required or suitable for infrastructure necessary to promote or develop new or expanded business enterprises (i.e., the Hotel and Conference Center) and development of the Property consistently with the Revised PUD Ordinance (defined herein) and the Related Documents (defined herein); WHEREAS, following notice and a public hearing on GEDCO s proposed financial participation in construction of the Public Infrastructure Improvements in the amount of the GEDCO Share (defined herein), the GEDCO Board of Directors determined that (1) expenditure of the GEDCO Share for the Public Infrastructure Improvements is an expenditure that meets the definition of "project" as that term is defined Section of the Texas Local Government Code; (2) the proposed expenditure of the GEDCO Share for the Public Infrastructure Improvements meets the definition of "cost" as that term is defined by Sections , and/or (a) of the Texas Local Government Code; and (3) the GEDCO Share is included in the GEDCO budget, which has been approved by the City Council; WHEREAS, the Parties understand and agree that Section (a) of the Texas Local Government Code requires the City Council of the City of Georgetown, Texas, to approve all programs and expenditures of GEDCO, and accordingly this Agreement is not effective until City Council has approved this Agreement at a City Council meeting called and held for that purpose. NOW, THEREFORE, for and in consideration of the agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: Page 2 of 27

3 SECTION 1. RECITALS INCORPORATED. The foregoing recitals are hereby found to be true and correct and are incorporated into the body of this Agreement by reference and shall be considered part of the mutual covenants, consideration and promises that bind the Parties. SECTION 2. TERM. This Agreement shall be effective as of the Effective Date and shall continue thereafter until all obligations of the Parties under this Agreement have been performed in full, unless terminated sooner in accordance with the terms of this Agreement. SECTION 3. DEFINITIONS. The following words shall have the following meanings when used in this Agreement. (a) (b) (c) (d) (e) Agreement. The word "Agreement" means this Performance Agreement, together with all Exhibits attached to this Agreement. Applicable Laws. The words Applicable Laws mean and include all of the following: all federal, state and local laws, ordinances, orders, specifications, standards, and regulations pertaining to the development of the Property, including, without limitation, the Texas Commission on Environmental Quality laws and rules for construction over the Edwards Aquifer Recharge Zone; the City s Code of Ordinances, Unified Development Code, Construction Specifications and Standards, Drainage Criteria Manual, Building Codes, Fire Codes, Inspection Guidelines, and Development Manual; and the final Cityapproved construction plans and specifications for the Public Infrastructure Improvements, Hotel, Conference Center, and Public Parking Garage. Board. The word Board means the Board of Directors of the Georgetown Economic Development Corporation (GEDCO). Brae. The word Brae means BRAE GROUP, LTD., a Texas limited partnership whose general partner is Novak and whose mailing address is 201 Adams Street, Georgetown, Texas 78628, and Brae s successors and assigns. City. The word City means the City of Georgetown, Texas. Page 3 of 27

4 (f) (g) City Council. The words City Council mean the City Council of the City of Georgetown, Texas. Conference Center. The words Conference Center mean the conference center to be constructed by Hines (defined herein) on the Property in the area shown on Exhibit B as Zone B1, having a ballroom at least 16,000 square feet in size, and being capable of hosting multiple small scale events constructed and operated pursuant to the applicable Related Documents. (h) Construction Deadline. The words Construction Deadline mean, (i) (j) (k) (l) (m) (n) (o) Developer. The word Developer means, jointly and severally, Novak (defined herein) and Hines (defined herein). Effective Date. The words "Effective Date" mean the latest date accompany the signatures lines of the Parties below. Event of Default. The words "Event of Default" mean and include any of the Events of Default set forth below in the section of this Agreement entitled "Events of Default. "GEDCO. The word "GEDCO" means the GEORGETOWN ECONOMIC DEVELOPMENT CORPORATION, a Texas non-profit corporation formed and operating under Chapter 504 of the Texas Local Government Code, its successors and assigns, whose corporate address for the purposes of this Agreement is 113 E. 8th Street, Georgetown, Texas GEDCO Share. The words GEDCO Share mean an amount of Qualified Expenditures not to exceed FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS ($4,500,000) anticipated to be funded in part from cash, and in part from the proceeds of bonds or other obligations issued by GEDCO as contemplated herein. Hines. The word Hines means Hines Georgetown Hotel LLC, a Texas limited liability company whose address for purposes of this Agreement is 811 Main Street, Suite 4100, Houston, Texas 77002, and Hines successors and assigns. Hotel. The word "Hotel" means an upscale hotel having at least 221-rooms and a AAA 3 Diamond Rating or a 2 Star Forbes Rating (based on the 2013 hotel rating systems) in the Starwood Hotels & Resorts Worldwide, Inc. brand to be Page 4 of 27

5 constructed by Hines on the Property in the area described on Exhibit B as Zone B1 constructed and operated pursuant to the applicable Related Documents. (p) (q) (r) (s) (t) Novak. The word "Novak" means NOVAK BROTHERS, LLC, a Texas limited liability corporation, whose mailing address is 201 Adams Street, Georgetown, Texas 78628, and Novak s successors and assigns. Property. The word "Property" means that certain real property consisting of acres of land, more or less, in the City of Georgetown, Williamson County, Texas, which is bounded by IH-35 to the east, Rivery Blvd. to the south, and the San Gabriel River to the west and east and known locally as The Summit at Rivery Park and more specifically described by sketch on Exhibit A, attached hereto and incorporated herein for all purposes. Public Parking Garage. The words Public Parking Garage mean the multilevel above-ground public parking garage having at least 336 spaces to be constructed by Hines on the Property in the area described on Exhibit B as Zone B1 constructed and operated pursuant to the applicable Related Documents. Public Infrastructure Improvement(s) The words "Public Infrastructure Improvement" mean and include the public infrastructure improvements identified on Exhibit C of this Agreement, which is attached hereto and incorporated herein for all purposes. Each of the public infrastructure improvements identified on Exhibit C are sometimes referred to individually herein as a Public Infrastructure Improvement and collectively as the Public Infrastructure Improvements. The term Public Infrastructure Improvement does not mean or include the landscaping, irrigation improvements, or other improvements that may be located within the medians or rights-of-way of the Public Infrastructure Improvements. Qualified Expenditures. The words "Qualified Expenditures" mean those certain expenditures by Developer that meet all of the following criteria: (1) are associated with the construction of the Public Infrastructure Improvements (and no other improvements) and are described on Exhibit C, attached hereto, (2) meet the definitions of "project" as that term is defined in Section s , and/or (a) of the Texas Local Government Code, (3) meet the definition of "cost" as that term is defined in Section of the Texas Local Government Code; and (4) do not exceed the GEDCO Share (regardless of the estimated costs shown on Exhibit C). Page 5 of 27

6 (u) Reimbursement Conditions. The words Reimbursement Conditions mean and include each, every, and all of the following events: (1) With regard to the Public Infrastructure Improvements: (i) Developer has acquired rights from Brae to construct the Public Infrastructure Improvements on the Property; (ii) the Public Infrastructure Improvements have been finally constructed in accordance with all Applicable Laws, this Agreement, and the Related Documents (defined herein); (iii) the City has issued Letters of Acceptance for the Public Infrastructure Improvements; and (iv) the City has approved the title commitment and form of deed required by Section 4(l) of this Agreement; and (2) the Hotel has been finally constructed in accordance with all Applicable Laws, this Agreement, and the Related Documents, a final Certificate of Occupancy has been issued by the City for the Hotel; and (3) the Conference Center has been finally constructed in accordance with all Applicable Laws, this Agreement, and the Related Documents, a final Certificate of Occupancy has been issued by the City for the Conference Center; and (4) the Parkland Improvements (as that term is defined in the Parkland Improvements Agreement) have been finally constructed in accordance with all Applicable Laws, the Parkland Improvements Agreement, and the Related Documents, and accepted for maintenance by the City; and (5) the Public Parking Garage has been finally constructed in accordance with all Applicable Laws, this Agreement, and the Related Documents; the City has issued a final certificate of occupancy for the Public Parking Garage, a bill of sale and/or deed in a form acceptable to the City has been executed by the necessary parties transferring ownership of the Public Parking Garage to the City at no additional cost to the City and free and clear of all liens and other encumbrances; (6) all documentation substantiating the Reimbursement Request required by Section 5(c) of this Agreement has been submitted to and approved by the City and GEDCO; (7) GEDCO has issued the GEDCO Obligations (defined below); and Page 6 of 27

7 (8) Developer is has fully performed and complied with, and is not in default or breach of, any terms or conditions contained in this Agreement or any Related Document. (v) Related Documents. The words "Related Documents" mean and include, without limitation all of the ordinances and agreements pertaining to the Property, including but not limited to: (1) the Memorandum of Understanding for the Hotel, Conference Center and Parking Garage at dated May 14, 2013 between the City, Developer, and Hines Interests Limited Partnership, a Delaware limited partnership and an affiliate of Hines; (2) the Parkland Improvement Agreement between the City and Brae effective June 26, 2013; (3) the Joint Use, Access and Lease Agreement between the City and Hines pertaining to the Public Parking Garage and the Conference Center; (4) the Tax Increment Financing Agreement between the City and Williamson County, as amended; (5) City Ordinance No , as amended by Ordinance No , Ordinance No , and Ordinance No relating to the Rivery Park Tax Increment Reinvestment Zone; (6) City Ordinance No being the revised Planned Unit Development Ordinance pertaining to zoning and development standards for the Property; (7) the Performance Agreement between the Georgetown Transportation Enhancement Corporation (GTEC), Novak, and the City; (8) the Final Site Plan(s) approved by the City for the Property; (9) the Master Development Agreement between the City, Developer, and Hines pertaining to development of the Property; and (10) all promissory notes, loan agreements, and all other instruments and documents, whether now or hereafter existing, executed in connection with the Property. Page 7 of 27

8 (w) Term. The word "Term" means the term of this Agreement as specified in Section 2 of this Agreement. SECTION 4. AFFIRMATIVE COVENANTS OF DEVELOPER. (a) Obtain Rights in Property. Developer shall cause Brae to transfer all rights, title and interest in the Property, or portions of the Property, when and as are necessary for Developer to construct the Public Infrastructure Improvements in accordance with this Agreement. By the signature below of its duly authorized representative, Brae acknowledges and agrees that it has the obligation to timely transfer such rights, tile, and interest in the Property, or portions of the Property, to Developer so that Developer can comply with the terms and conditions of this Agreement. Prior to requesting issuance of the Notice to Proceed pursuant to Section 4(d) of this Agreement, Developer shall provide the City with written documentation evidencing Developer s right to construct the Public Infrastructure Improvements on the Property. (b) Duty to Construct. Developer shall construct or cause to be constructed the Public Infrastructure Improvements in accordance with the provisions of this Agreement. Final completion of all of the Public Infrastructure Improvements by Developer and acceptance of same by the City must occur not later than the Construction Deadline, subject to reasonable Force Majeure as set forth in Section 9 of this Agreement. (c) Construction Details. Not later than ninety (90) days after the Effective Date, Developer shall submit detailed construction plans and specifications for each of the Public Infrastructure Improvements (the Construction Details ). The Construction Details shall include, for each Public Infrastructure Improvement, the following information: detailed plans and specifications that are consistent with all Applicable Laws, construction schedule, proposed temporary construction access in relationship to Rivery Park and existing streets, the estimated cost of constructing each Public Infrastructure Improvement as determined by a professional engineer, and, if necessary, alternate access options for visitors to Rivery Park during construction of a Public Infrastructure Improvement. Within thirty (30) calendar days of receipt of the Construction Details, the City shall respond to Developer by either approving the Construction Details or conditionally approving the Construction Details subject to additional requirements or alterations mutually acceptable to the City and Developer. Failure of the City to respond to the submittal of the Construction Details within the thirty (30) day period shall not be deemed to be acceptance of same by the City. Page 8 of 27

9 (d) Notice to Proceed. Construction shall not commence on a Public Infrastructure Improvement until Developer has received a written "Notice to Proceed" from the City s Development Engineer for that specific Public Infrastructure Improvement. No Notice to Proceed shall be valid unless and until Developer has provided the documentation required by Section 4(a) of this Agreement, the performance and payment bonds required by Section 4(h) of this Agreement, and the Insurance required by Section 6 of this Agreement. (e) Approved Plans. All work must be performed in compliance with the Applicable Laws and with the City-approved Construction Details, construction plans and specifications for the Public Infrastructure Improvements (collectively, the Approved Plans ). All work performed under this Agreement must also be free from design and construction defects. In addition, Developer shall follow all City ordinances and other rules and regulations regarding permits and approvals related to activities and construction of the Public Infrastructure Improvements, as well as those of any other governmental entity having jurisdiction. (f) Initial Costs. All costs of the Public Infrastructure Improvements, including any increases in the actual costs of the Public Infrastructure Improvements, including cost increases, change orders and overruns initially shall be borne by Developer. Costs include, but are not limited to, consultant fees, design costs, landscaping costs, labor costs, site restoration and re-vegetation costs, materials costs, engineering costs, legal fees, utility connection fees, permits, inspection fees, insurance costs and any other costs incurred in the design and construction of the Public Infrastructure Improvements. (g) No Liens. Developer shall have no right to place liens on the Public Infrastructure Improvements or any other publicly-owned property, and shall not allow any liens to be placed against the Public Infrastructure Improvements or any publiclyowned property by any contractor, subcontractor, employee, agent or assign or one or more of them (the "Contractors") or their vendors. Developer agrees that the City will not accept for maintenance or ownership any Public Infrastructure Improvements burdened by any lien or any other encumbrance. (h) Payment and Performance Bonds. Prior to and as a condition of the City s issuance of the Notice to Proceed, Developer shall post, or cause the Contractors to post, performance and payment bonds in the full amounts of the contract price for each Public Infrastructure Improvement. The form and amount of the bonds comply with Chapter 2253 of the Government Code. (i) Diligent Prosecution of the Work. Developer shall diligently prosecute completion of the Public Infrastructure Improvements and coordinate all construction Page 9 of 27

10 activity with the City s Development Engineer following issuance of the Notice to Proceed. In addition to obtaining any required street closure permits, if necessary, a minimum of fourteen (14) business days notice must be given to the City s Parks & Recreation Department Director to temporarily close any part of Rivery Park for any reason or to temporarily suspend access to any part of Rivery Park to facilitate or perform work under this Agreement. (j) As-Built Plans. After construction of each Public Infrastructure Improvement, Developer shall submit a set of construction plans for each Public Infrastructure Improvement certified as as-built by the engineer responsible for preparing the Approved Plans. (k) Completion Notice. Upon completion of construction of the Public Infrastructure Improvements, Developer shall deliver to the City written notice that construction of the Public Infrastructure Improvements have been completed and are ready for final inspection, that the Maintenance Bond required by Section 4(o) of this Agreement is in place, and that Developer has submitted a set of construction plans for the completed Public Infrastructure Improvements certified as as-built by the engineer responsible for preparing the construction plans for the Public Infrastructure Improvements (collectively, the "Completion Notice"). Within fourteen (14) business days of receipt of the Completion Notice, the City shall respond to Developer by either submitting a list of items still requiring completion or modification, or by accepting the Public Infrastructure Improvements by Letter of Acceptance (the Letter of Acceptance ). Final acceptance of the Public Infrastructure Improvements shall be evidenced by a Letter of Acceptance from the City, but shall not be valid unless and until the Maintenance Bond required by Section 4(o) of this Agreement is in place. Failure to respond to a Completion Notice within the 14-day period shall be not deemed acceptance by the City. Notwithstanding the foregoing, the City shall not be responsible for maintenance of any landscaping, irrigation improvements, or other amenities or improvements that may be placed in the median(s) or in the rights-of-way of the Public Infrastructure Improvement(s). (l) Warranty Deed. Within five (5) calendar days of the date of the Letter of Acceptance, Developer shall convey to the City at no cost to the City and by General Warranty Deed those of the Public Infrastructure Improvements consisting of the public streets identified on Exhibit D as Vehicular Circulation/Access. The Developer shall provide a title insurance policy to the City insuring the City s record title to the transferred Public Infrastructure Improvements, and shall pay all property taxes and closing costs so that the City takes the Public Infrastructure Improvements free of all taxes and liens. The deed(s) shall be in a form approved by the City. All pre- and post- Page 10 of 27

11 closing taxes and all closing costs shall be borne solely by the Developer. No final plat for any portion of the Property located in Zones B1, B2, or B3 (as shown on Exhibits B and D) any part of the Property shall be issued unless and until the Public Infrastructure Improvements are properly conveyed to the City. (m) Maintenance Period. Developer hereby warrants that the Public Infrastructure Improvements will be free from defects for a period of one (1) year from the date the City accepts the construction of the Public Infrastructure Improvements (the "Maintenance Period"). The Developer shall correct and repair, or cause to be corrected and repaired, any defects in materials or workmanship of a Public Infrastructure Improvement that occurs before and during the Maintenance Period due to any cause. (n) Transfer of Warranties. Within thirty (30) days after the date of the Letters of Acceptance for the Public Infrastructure Improvements, Developer shall transfer to the City all contractor, subcontractor, consultant and manufacturer warranties for the Public Infrastructure Improvements. (o) Maintenance Bond. For all of the Public Infrastructure Improvements, as a condition of the City s acceptance of dedication of the Public Infrastructure Improvements, and to secure the Developer s warranty obligations during the Maintenance Period, the Developer shall provide a Maintenance Bond in the amount of Twenty Five Percent (25%) of the total cost of constructing all of the Public Infrastructure Improvements (the Maintenance Bond ). The Maintenance Bond must be in a form approved for use in the City s Development Manual. The Public Infrastructure Improvements must meet the all Applicable Laws at the end of the Maintenance Period in order for the City to release the Maintenance Bond. Upon release of the Maintenance Bond, Developer shall have no further obligations or responsibility for the Public Infrastructure Improvements. (p) Timely Payments. Developer shall make timely payment for all aspects of properly performed engineering, design, construction work (including inspection fees), and for all materials and services relating to the Public Infrastructure Improvements in accordance with the applicable construction contract and design services contracts for the Public Infrastructure Improvements. Notwithstanding the foregoing, however, Developer shall have the right to contest payment amounts so long as Developer causes any disputed amount to be escrowed or any lien resulting therefrom to be released by bond within thirty (30) days from the date of such lien. Page 11 of 27

12 SECTION 5. PARTICIPATION BY GEDCO. (a) Initial Payment. Developer shall initially pay all costs associated with the construction of the Public Infrastructure Improvements. (b) Financing of the GEDCO Share. The Parties acknowledge that the GEDCO Share is comprised of a combination of lawfully available funds consisting of cash (the Cash Payment ), and from the proceeds of bonds or other obligations to be issued by GEDCO (the GEDCO Obligations ). With regard to the Cash Payment, GEDCO hereby reserves ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000) from lawfully available funds to pay future Reimbursement Requests, upon compliance with all other conditions of reimbursement required by this Agreement. Any additional portion of the GEDCO Share that is not paid from the proceeds of GEDCO Obligations will be Cash Payment, subject to annual appropriation by GEDCO in any future fiscal year and shall constitute a current expense for that fiscal year payable solely from the sales tax revenues collected for that fiscal year. Such additional amount of Cash Payment does not constitute a general obligation or other indebtedness of GEDCO for which GEDCO is obligated to levy or pledge any form of taxation. With regard to the GEDCO Obligations, payment of any Reimbursement Request out of the GEDCO Obligations is conditioned upon the ability of GEDCO to obtain the approving opinion of the Attorney General of the State of Texas if such opinion is required by law for the issuance of such GEDCO Obligations, and subject to the other conditions of reimbursement required by this Agreement. Developer acknowledges that GEDCO must issue bonds or other obligations in order to fully satisfy its obligations under this Agreement. (c) Amount of Cost Reimbursement. Only Qualified Expenditures are eligible for reimbursement under this Agreement. In no event shall the total amount of Qualified Expenditures reimbursed under this Agreement exceed the GEDCO Share. Developer understands and acknowledges that the actual cost of the Public Infrastructure Improvements is likely to exceed the GEDCO Share, and further understands and acknowledges that any costs or expenses associated with the Public Infrastructure Improvements in excess of the GEDCO Share shall be borne solely by Developer and that neither the City nor GEDCO shall be responsible for any costs over and above the GEDCO Share. (d) Submittal of Reimbursement Request. After the fulfillment of all of the Reimbursement Conditions, Developer shall submit to the City and to GEDCO a final consolidated report of all Qualified Expenditures associated with the Public Infrastructure Improvements, including all necessary supporting information and Page 12 of 27

13 documentation (the Reimbursement Request ). Such information shall include, but not be limited to, payment applications, cancelled checks evidencing payment, lien waivers from the Contractor and all subcontractors and suppliers, the warranties required by Section 4(n) and the Maintenance Bond required by Section 4(o). The Reimbursement Request must also include a statement signed by the Contractor and signed and sealed by the project engineer (who shall be a registered professional engineer licensed to practice in the State of Texas) attesting to the amount of the work performed, labor furnished, materials included, and the actual costs of each of the Qualified Expenditures shown on Exhibit C. Developer agrees to provide all information and documents in its possession or under its control reasonably required by the City and GEDCO for proper processing and for accurate accounting and documentation of actual costs for the construction of the Public Infrastructure Improvements. The Reimbursement Request will not be considered until after all of the Reimbursement Conditions have been completed. (e) Review and Processing of Reimbursement Request. Provided that all of the Reimbursement Conditions have been fulfilled, and subject to the provisions of Section 5(b) of this Agreement, the City and GEDCO shall promptly review the Reimbursement Request and respond to Developer within fifteen (15) business days after the receipt of a complete Reimbursement Request. (1) If both the City and GEDCO approve the Reimbursement Request, the City or GEDCO shall give Developer written notice of their approval thereof within fifteen (15) business after its receipt of the Reimbursement Request (the Approval of Reimbursement Request ), but failure by the City or GEDCO to respond to the Reimbursement Request within fifteen (15) business shall not be construed to be approval by the City or GEDCO of the Reimbursement Request. Within fifteen (15) business days after the City and GEDCO provide Developer with their Approval of Reimbursement Request, GEDCO shall pay to Developer the amount specified in the Approval of Reimbursement Request, not to exceed the GEDCO Share. (2) If the City or GEDCO determine that the amount owing to Developer is less than the amount submitted by Developer in the Reimbursement Request, the City or GEDCO shall work diligently and in good faith with Developer to resolve the discrepancy within thirty (30) business days. If the Parties are unable to resolve the discrepancy within thirty (30) business days, each Party shall have the rights and remedies available to it at law and in equity to enforce this Agreement. Page 13 of 27

14 (f) Payment of Reimbursement Request. GEDCO hereby appropriates the Cash Payment portion of the GEDCO Share from lawfully available funds to pay future Reimbursement Requests, subject to all other conditions to reimbursement required by this Agreement. The Parties understand and agree that the City has no obligation to expend any funds under this Agreement. SECTION 6. INSURANCE Prior to and as a condition of the City s issuance of the Notice to Proceed, Developer shall procure and maintain, or cause its Contractors to procure and maintain insurance coverages in accordance with the requirements as set forth in Exhibit E to this Agreement, which is attached hereto and incorporated herein for all purposes as if set forth in full. Such insurance coverages shall remain in full force and effect for the duration of this Agreement. SECTION 7. EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: (a) Failure to Construct. Failure of Developer or Hines (as applicable) to construct the Hotel, Conference Center, Public Parking Garage, Public Infrastructure Improvements, Public Roadways (as that term is defined in the GTEC Performance Agreement), or the Parkland Improvements as required by this Agreement and/or the Related Documents, and to secure a final Certification of Completion (for the Hotel, Conference Center, and Public Parking Garage) or the City s final acceptance (for the Public Infrastructure Improvements or Public Roadways) on or before the Construction Deadline, is an Event of Default. (b) False Statements. Any warranty, representation, or statement made or furnished to GEDCO or the City by or on behalf of Developer, Brae, or Hines under this Agreement or under any of the Related Documents that is false or misleading in any material respect, either now or at the time made or furnished, is an Event of Default. (c) Insolvency. Developer s, Brae s, or Hines insolvency, appointment of receiver for any part of their respective property or the Property, any assignment for the benefit of creditors of any of them, any type of creditor workout for any of them, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against any of them is an Event of Default. Page 14 of 27

15 (d) General. The failure of a Party to this Agreement to comply with any term, covenant, or condition contained in this Agreement, or the failure of any party to a Related Document to comply with any term, covenant, or condition contained in a Related Document, is an Event of Default. SECTION 8. EFFECT OF AN EVENT OF DEFAULT. (a) Failure to Construct. In the event Developer or Hines (as applicable) fail to construct the Hotel, Conference Center, Public Parking Garage, Public Infrastructure Improvements, the Public Roadways (as defined in the GTEC Performance Agreement), or the Parkland Improvements as required by this Agreement and/or the Related Documents, and to secure a final Certification of Completion (for the Hotel, Conference Center, and Public Parking Garage) or the City s final acceptance (for the Public Infrastructure Improvements or the Public Roadways) on or before the Construction Deadline, GEDCO shall have no obligation to reimburse Developer for any part of the GEDCO Share. (b) Other Event of Default. If an Event of Default other than an event described in Section 7(a) of this Agreement occurs, the non-defaulting party shall give written notice to the defaulting of any default, and the defaulting party shall have thirty (30) days (the Cure Period ) to cure said default. Should said default remain uncured as of the last day of the Cure Period, and the non-defaulting party is not otherwise in the Parties shall each have all rights and remedies available to them in law and in equity for any Event of Default not specifically addressed above in Section 8(a). In the event that the default cannot be cured within the Cure Period, but Developer commences cure within the Cure Period and diligently pursues same, Developer shall have an additional period of time, not to exceed ninety (90) days from the initial default notice, in which to compete the cure. SECTION 9. FORCE MAJEURE (a) Definition. Except as otherwise provided below, the term Force Majeure Event means any act or event, whether foreseen or unforeseen, that meets all three (3) of the following tests: (1) The act or event prevents a party (the Nonperforming Party ), in whole or in part, from (i) performing its obligations under this Agreement; or (ii) satisfying any Page 15 of 27

16 conditions precedent to the other party s (the Performing Party s ) obligations under this Agreement; and (2) The act or event is beyond the reasonable control of and not the fault of the Nonperforming Party, and (3) The Nonperforming Party has been unable to avoid or overcome the act or event by the exercise of due diligence. (b) Report of a Force Majeure Event. No later than five (5) business days after becoming aware of the occurrence of a Force Majeure Event, the Nonperforming Party shall furnish the Performing Party with a written report describing the particulars of the occurrence, including an estimate of its expected duration and probable impact on the performance of the Nonperforming Party s obligations under this Agreement (the Report ). (c) Duties During the Continuation of a Force Majeure Event. During the continuation of the Force Majeure Event, the Nonperforming Party shall: (1) exercise commercially reasonable efforts to mitigate or limit damages to the Performing Party; (2) exercise commercially reasonable due diligence to overcome the Force Majeure Event; (3) to the extent it is able, continue to perform its other obligations under this Agreement; (4) cause the suspension of performance to be of no greater scope and no longer duration than the Force Majeure Event requires; and due. (d) (5) cause payments required under this Agreement to be paid when and as Resumption of Performance. When the Nonperforming Party is able to: (1) resume performance of its obligations under this Agreement, or (2) satisfy the conditions to the Performing Party s obligations, it shall immediately give the Performing Party written notice to that effect and shall resume performance under this Agreement. Page 16 of 27

17 (e) Dispute Resolution Related to Force Majeure. The Parties shall negotiate in good faith and attempt to resolve any dispute among them as to whether a Force Majeure Event has occurred, or whether a Force Majeure Event has prevented the Nonperforming Party, in whole or in part, from performing any obligation or satisfying any condition under this Agreement. If the Parties are unable to resolve the dispute or to agree on a course of action within ten (10) calendar days from the date of the Report, the Parties shall submit the dispute to the Williamson County Commissioners Court for a binding determination on the sole issue of whether an Event of Force Majeure has occurred or has prevented the Nonperforming Party from performing any obligation or satisfying any condition under this Agreement. The burden of proof for demonstrating that a Force Majeure Event has occurred, or that a Force Majeure Event has prevented performance, shall be on the Nonperforming Party. (f) Exclusive Remedy. The relief offered by this Section 9 is the exclusive remedy available to the Nonperforming Party with respect to a Force Majeure Event, and the Parties waive the common law defenses of impossibility and impracticability with respect to the Force Majeure Events and any event or act that might be deemed a force majeure event under the common law. SECTION 10. INDEMNIFICATION AND DEVELOPER S REPRESENTATIONS, WARRANTIES AND COVENANTS. (a) DEVELOPER, ITS PARTNERS, MEMBERS, OFFICERS, SUCCESSORS, AGENTS, AFFILIATES, CONTRACTORS, AND ASSIGNS (COLLECTIVELY, THE INDEMNITORS ) SHALL, JOINTLY AND SEVERALLY, INDEMNIFY, SAVE, AND HOLD HARMLESS THE CITY, GEDCO, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, ATTORNEYS, AND EMPLOYEES (COLLECTIVELY, THE "INDEMNITEES") FROM AND AGAINST: (I) ANY AND ALL CLAIMS, DEMANDS, ACTIONS OR CAUSES OF ACTION THAT ARE ASSERTED AGAINST ANY INDEMNITEE IF THE CLAIM, DEMAND, ACTION OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY RELATES TO TORTIOUS INTERFERENCE WITH CONTRACT OR BUSINESS INTERFERENCE, OR WRONGFUL OR NEGLIGENT USE OF GEDCO FUNDING BY THE INTEMNITORS OR ANY OF THEIR AGENTS AND EMPLOYEES; (II) ANY ADMINISTRATIVE OR INVESTIGATIVE PROCEEDING BY ANY GOVERNMENTAL AUTHORITY DIRECTLY OR INDIRECTLY RELATED, TO A CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IN WHICH ANY INDEMNITEE IS A DISINTERESTED PARTY; (III) ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION WHICH DIRECTLY OR INDIRECTLY CONTESTS OR CHALLENGES THE LEGAL AUTHORITY OF THE INDEMNITEES OR THE INDEMNITORS TO ENTER INTO THIS AGREEMENT; (IV) ANY AND ALL LIABILITIES, LOSSES, COSTS, OR EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS) THAT ANY INDEMNITEE SUFFERS OR INCURS AS A RESULT OF ANY OF THE FOREGOING OR IS ARISING FROM OR RELATED TO THIS AGREEMENT; (V) A Page 17 of 27

18 BREACH OF THIS AGREEMENT OR VIOLATION OF LAW BY THE INDEMNITORS; (VI) A FALSE REPRESENTATION OR WARRANTY MADE BY THE INTEMNITORS IN THIS AGREEMENT OR IN THE DESCRIPTION OF THE PUBLIC INFRASTRUCTURE IMPROVEMENTS OR THE ESTIMATED COSTS LISTED ON EXHIBIT C OF THIS AGREEMENT; (VII) THE NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF A STANDARD OF STRICT LIABILITY BY THE INDEMNITORS IN CONNECTION WITH THIS AGREEMENT. CLAIMS TO BE INDEMNIFIED UNDER THIS SECTION INCLUDE BUT ARE NOT LIMITED TO CLAIMS FOR BODILY INJURY OR DEATH, OCCUPATIONAL ILLNESS OR DISEASE, LOSS OF SERVICES WAGES OR INCOME, DAMAGE DESTRUCTION OR LOSS OF USE OF PROPERTY, AND WORKERS COMPENSATION CLAIMS. DEVELOPER S OBLIGATIONS UNDER THIS ARTICLE ARE NOT EXCUSED IN THE EVENT A CLAIM IS CAUSED IN PART BY THE ALLEGED NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE INDEMNIFIED PARTIES OR BREACH OF ANY OF SUCH PARTIES' OBLIGATIONS UNDER THIS AGREEMENT. IF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS ASSERTED AGAINST ANY INDEMNITEE, SUCH INDEMNITEE SHALL PROMPTLY NOTIFY THE INDEMNITORS, BUT THE FAILURE TO SO PROMPTLY NOTIFY THE INDEMNITORS SHALL NOT AFFECT THE INDEMNITORS OBLIGATIONS UNDER THIS SECTION UNLESS SUCH FAILURE MATERIALLY PREJUDICES THE INDEMNITORS RIGHT TO PARTICIPATE IN THE CONTEST OF SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION, AS HEREINAFTER PROVIDED. IF REQUESTED BY THE INDEMNITORS IN WRITING, AS SO LONG AS NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, SUCH INDEMNITEE SHALL IN GOOD FAITH CONTEST THE VALIDITY, APPLICABILITY AND AMOUNT OF SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION AND SHALL PERMIT THE INDEMNITORS TO PARTICIPATE IN SUCH CONTEST. ANY INDEMNITEE THAT PROPOSES TO SETTLE OR COMPROMISE ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING FOR WHICH THE INDEMNITORS MAY BE LIABLE FOR PAYMENT OF INDEMNITY HEREUNDER SHALL GIVE THE INDEMNITORS WRITTEN NOTICE OF THE TERMS OF SUCH PROPOSED SETTLEMENT OR COMPROMISE REASONABLY IN ADVANCE OF SETTLING OR COMPROMISING SUCH CLAIM OR PROCEEDING AND SHALL OBTAIN THE INDEMNITORS CONCURRENCE THERETO. (b) Developer represents and warrants to the City that the following representation and warranties are true as of the Effective Date: (1) Due Organization and Ownership. Developer is a limited liability company validly existing under the laws of the State of Texas, and the person executing this Agreement on behalf of Developer is authorized to enter into this Agreement. The sole managing member of Developer is Jeffrey Ladd Novak. (2) Due Authority; No Conflict. Developer has all requisite power and authority to execute this Agreement and to carry out its obligations hereunder and the transactions contemplated hereby. This Agreement has been, and the documents contemplated hereby will be, duly executed by Developer and Page 18 of 27

19 constitute Developer s legal, valid and binding obligations enforceable against Developer in accordance with their terms. The consummation by Developer of the transactions contemplated hereby is not in violation of or in conflict with, nor does it constitute a default under, any term or provision of the organizational documents of Developer, or any of the terms of any agreement or instrument to which Developer is a party, or by which Developer is bound, or of any provision of any applicable law, ordinance, rule or regulation of any governmental authority or of any provision of any applicable order, judgment or decree of any court, arbitrator or governmental authority. (3) Consents. No consent, approval, order or authorization of, or declaration or filing with any governmental authority is required on the part of Developer in connection with the execution and delivery of this Agreement or for the performance of the transactions herein contemplated by the respective Parties hereto. (4) Litigation. There are no pending or, to the best of Developer s knowledge, threatened, judicial municipal, or administrative proceedings, consent decrees, or judgments which might affect Developer s ability to consummate the transaction contemplated hereby. (5) Legal Proceedings. No preliminary or permanent injunction or other order, decree, or ruling issued by a governmental entity, and not statute, rule, regulation, or executive order promulgated to or enacted by a governmental entity, shall be in effect which restrains, enjoins, prohibits, or otherwise makes illegal the consummation of the transactions contemplated by this Agreement. SECTION 11. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: (a) Amendments. This Agreement and the Exhibits attached hereto, together with all of the Related Documents, constitute the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. (b) Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and all obligations of the Page 19 of 27

20 parties created hereunder are performable in Williamson County, Texas. Venue for any action arising under this Agreement shall lie in the state district courts of Williamson County, Texas. (c) Assignment. This Agreement may not be assigned by Developer without the express written consent of both GEDCO and the City Council. (d) Binding Obligation. This Agreement shall become a binding obligation on the Parties upon execution by all signatories hereto. Each Party to this Agreement warrants and represents that the individual or individuals executing this Agreement on behalf of them has full authority to execute this Agreement and bind them to the same. (e) Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of the Agreement. (f) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same document. (g) Notices. Any notice or other communication required or permitted by this Agreement (hereinafter referred to as the "Notice") is effective when in writing and (i) personally delivered or (ii) three (3) days after notice is deposited with the U.S. Postal Service, postage prepaid, certified with return receipt requested, and addressed as follows: if to Developer: Novak Brothers, LLC Attn: Jeff Novak, Managing Member 201 Adams Street Georgetown, Texas Telephone: (512) if to Brae: Brae Group, Ltd. Attn: Jeff Novak 201 Adams Street Georgetown, Texas Telephone: (512) Page 20 of 27

21 if to Hines: Hines Georgetown Hotel LLC Attn: Travis M. Overall 811 Main Street, Suite 4100 Houston, Texas Telephone: (713) if to GEDCO: Georgetown Economic Development Corporation Attn: City of Georgetown Economic Development Director 113 E. 8th Street Georgetown, Texas Telephone: (512) if to City: City of Georgetown Attn: City Manager 113 E. 8th Street Georgetown, Texas Telephone: (512) (h) Severability. If a court of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. If feasible, any such offending provision shall be deemed to be modified to be within the limits of enforceability or validity if the Parties so agree; however, if the offending provision cannot be so modified by agreement, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable. (i) Time is of the Essence. Time is of the essence in the performance of this Agreement. (j) Undocumented Workers. Developer certifies that it does not and will not knowingly employ an undocumented worker in accordance with Chapter 2264 of the Texas Government Code, as amended. If during the Term of this Agreement, Developer is convicted of a violation under 8 U.S.C. 1324a(f), Developer shall repay the amount of the public subsidy provided under this Agreement plus interest, at the rate of eight percent (8%), not later than the 120th day after the date GEDCO notifies Developer of the violation. Page 21 of 27

22 (k) Vesting. Developer agrees that neither this Agreement nor any proceedings related to the request for GEDCO funds is a vesting event under Chapter 245 of the Texas Local Government Code. (l) Further Assurances. The Parties agree to make, execute and deliver to GEDCO such other promissory notes, instruments, documents and other agreements as GEDCO or its attorneys may reasonably request to evidence this Agreement. (m) Performance. The Parties each agree to perform and comply with all terms, conditions, and provisions set forth in this Agreement and in all other instruments and agreements between or among them. EXHIBIT LIST: Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Sketch of the Property Site Layout Public Infrastructure Improvements and Qualified Expenditures Streets to be Conveyed to the City Insurance and Payment and Performance Bond Requirements Page 22 of 27

23 NOVAK: NOVAK BROTHERS, LLC a Texas limited liability corporation By: Printed Name: Jeffrey Ladd Novak Title: Managing Member Date Signed: State of Texas County of ACKNOWLEDGEMENT This instrument was acknowledged before me on (date) by Jeffrey Ladd Novak, the duly authorized Managing Member of of Novak Brothers, LLC, a Texas limited liability company, on behalf of Novak Brothers, LLC. Notary Public Page 23 of 27

24 HINES GEORGETOWN HOTEL, LLC a Delaware limited liability company By: Hines Georgetown Hotel Associates Limited Partnership, a Texas limited partnership, its sole member By: Hines Georgetown Hotel GP, LLC, a Delaware limited liability company, its general partner By: Hines Interests Limited Partnership, a Delaware limited partnership, its sole member By: Hines Holdings, Inc, a Texas corporation, its general partner By: Printed Name: Title: Date Signed: ACKNOWLEDGEMENT State of County of This instrument was acknowledged before me on (date) by (name of officer), (title of officer) of Hines Georgetown Hotel LLC, a Texas limited liability company, by, its (type of entity) on behalf of Hines Georgetown Hotel LLC. Notary Public Page 24 of 27

25 GEDCO: GEORGETOWN ECONOMIC DEVELOPMENT CORPORATION, a Texas non-profit corporation By: Printed Name: Title: President Date Signed: ATTEST:, Secretary State of Texas County of Williamson ACKNOWLEDGEMENT This instrument was acknowledged before me on (date) by (name), President of the Georgetown Economic Development Corporation, a Texas corporation, on behalf of the Georgetown Economic Development Corporation. Notary Public Page 25 of 27

26 CERTIFICATION OF BRAE GROUP, LTD. APPROVAL I hereby certify that the foregoing Performance Agreement pertaining to The Summit at Rivery Park was approved by Brae Group, Ltd., a Texas limited liability partnership, on the day of, 2013, as evidenced by the signatures of duly authorized representatives of Brae Group, Ltd. appearing below. BRAE GROUP, LTD. A Texas limited liability partnership By: Novak Brothers, LLC A Texas limited liability company its sole General Partner By: Jeff Novak Managing Member State of Texas County of Williamson ACKNOWLEDGEMENT This instrument was acknowledged before me on (date) by Jeff Novak, Managing Member of Novak Brothers, LLC, a Texas limited liability company, General partner of Brae Group, Ltd., a Texas limited partnership, on behalf of Brae Group, Ltd. Notary Public, State of Texas Page 26 of 27

27 CERTIFICATION OF CITY COUNCIL APPROVAL I hereby certify that the foregoing Performance Agreement pertaining to The Summit at Rivery Park was approved by the City Council of the City of Georgetown, Texas, on the day of, THE CITY OF GEORGETOWN, TEXAS A Texas home-rule municipality By: George G. Garver, Mayor ATTEST: By: Jessica Brettle, City Secretary APPROVED AS TO FORM: By: Bridget Chapman, City Attorney State of Texas County of Williamson ACKNOWLEDGEMENT This instrument was acknowledged before me on (date) by George G. Garver, Mayor or the City of Georgetown, Texas, a Texas home-rule municipal corporation, on behalf of the City of Georgetown, Texas. Notary Public, State of Texas Page 27 of 27

28 Exhibit A

29 WILLOW LN E COUNTRY CLUB ACRES RESUB COUNTRY CLUB ACRES UNIT 2 COUNTRY CLUB ACRES UNIT 1 COUNTRY CLUB RD Feet 1 inch = 350 feet R NOVAK BROTHERS TEXAS BROWNSTONES LLC R BRAE GROUP LTD R BRAE GROUP LTD R BRAE GROUP LTD R NOVAK BROTHERS TEXAS BROWNSTONES LLC RIVERY PARK 2 (BLK B AMD) WOLF RANCH PKWY RIVERY PH 1 BLK B LT 1 REPLAT (LK B LT 1B REPLAT EXHIBIT A - THE PROPERTY R NOVAK BROTHERS TEXAS BROWNSTONES LLC R BRAE GROUP LTD R BRAE GROUP LTD R ROGERS, JAMES W & JULIE A RIVERY BLVD BROWNSTONE AT THE SUMMIT PH 1 RIVERY PARK 2 ADAMS ST HIGHKNOLL HINTZ RD R LN BRAE GROUP LTD CRESTVIEW ADDN UNIT 1 R BRAE GROUP LTD GABRIEL HEIGHTS ADDN (LTS 3A & 4A BLK A) R ROST & ROST SUB (REPLAT) CITY OF GEORGETOWN WILLIAMS DR R NOVAK BROTHERS TEXAS BROWNSTONES LLC R NOVAK BROTHERS TEXAS BROWNSTONES LLC MCCOY SCHOOL SUB COUNTRY CLUB ESTATES (BLK 4 LTS 4-6 AMD) MORRIS DR COUNTRY CLUB ESTS CEDAR DR RIVERVIEW MALL RIVERY PH 1 (BLK B LT 1 REPLAT) R BRAE GROUP LTD EXIT 261 SB R BRAE GROUP LTD R BRAE GROUP LTD Legend RIVERY PH 1 TIRZ Boundary, as amended in 2013 WCAD Parcels The Property Georgetown Parks REPLAT Imagery Date: December 2012 RIVERY DRIVEWAY R BRAE GROUP LTD RIVERY PARK RIVERY PARK (LT 1 BLK A REPLAT) RIVERY PARK (BLK A LT 1-2&1-3 REPLAT REPLAT) S IH 35 SB S IH 35 FWY SB S IH 35 FWY NB S IH 35 NB VILLAGE PARK CONDO (AMD) This product is for informational purposes and may not have been prepared SAN for or be suitable for legal, engineering, or surveying purposes. It does not represent an GABRIEL on-the-ground VILLAGE survey and represents only the approximate relative location of property boundaries. SEC 2 PH 1

30 Exhibit B

31 3 3 C BROWNSTONES 1 4 B1 HOTEL CONVENTION CENTER B3 A MULTIFAMILY B2 COMMERCIAL ZONE BOUNDARIES A, B1, B2, B3 and C AMENITY AREAS 1, 3 and 4 VEHICULAR CIRCULATION ACCESS DATE: SUMMIT AT RIVERY PARK - EXHIBIT B BAKER-AICKLEN & ASSOCIATES 507 West Liberty Ave. Round Rock, TX 78664