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AGENDA ITEM SUMMARY
Meeting: 4/3/2014 Recommending Department: Development Services DOC ID: 6029 LSR No: 15931

Resolution -- Approving an Economic Incentive Agreement Between the City of Irving and 7-Eleven Inc. in an Amount Dependent Upon Annual Qualification
Administrative Comments 1. This item supports Strategic Goal No. 3: Economic Development. 2. Impact: Approval of this incentive agreement will assist in relocating 7-Eleven  Inc.’s   North American Headquarters to Irving. 3. The city, along with the Greater Irving/Las Colinas Chamber of Commerce have worked with 7-Eleven and the developer of Cypress Waters to create an incentive package to relocate 7-Eleven Inc. to a new 300,000 square foot office campus with a 500 car parking garage plus adequate surface parking at the northwest corner of Ranch Trail and IH635. 7-Eleven anticipates bringing as many as 1,250 full time employees with an average income of $100K, over $15M in annual taxable sales and in excess of $1M in business personal property at the headquarters over the term of the 15 year lease. 4. At minimum qualification levels, this incentive generates $309,752 for the city during the term of the agreement. The incentive generates $830,038 in sales tax and business personal property rebates to 7-Eleven during the same term. 5. Upon qualifying, 7-Eleven will receive an average of 74% rebate of the sales tax generated over the first 7 years of the agreement and an average of 88% of the ad valorem tax on the business personal property for the first 6 years of the agreement. 6. 7-Eleven must maintain a minimum of 800 employees with an average wage of $100K, $1M in business personal property and $15M in annual taxable sales to receive all incentives. 7. 7-Eleven must occupy the facility by December 31, 2016 to qualify for the incentives. 8. This item is a companion item to the Incentive Agreement with Crow-Billingsley 635 Beltline, LTD., concerning the rebates of real property taxes and repayment of infrastructure and a portion of the cost of constructing a parking garage. 9. This incentive agreement was discussed at the March 18th joint meeting of the Planning and Development Committee and the Audit and Finance Committee. Recommendation The resolution be approved. ADDITIONAL COMMENTS: Contract Required: Yes Previous Action: N/A Review Completed By: Council Action: N/A
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. ATTACHMENTS: #2340382v15_US_ - LCM Comments to Economic Incentive Agreement (City of Irving 7Eleven and Billingsley) (PDF) CURRENT YEAR FINANCIAL IMPACT: N/A REVISION INFORMATION: Prepared: 3/6/2014 11:00 AM by Cynthia Castro Last Updated: 3/27/2014 08:04 PM by Doug Janeway

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CITY OF IRVING COUNCIL RESOLUTION NO. RES-2014-128

WHEREAS, pursuant to Chapter 380 of the Texas Local Government Code, the City Council has adopted a program for granting public funds to promote local economic development, and stimulate business and commercial activity in the City of Irving; and WHEREAS, the City Council finds the economic development incentive offered in the attached agreement will promote economic development and stimulate business and commercial activity in the City of Irving; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS: SECTION I. THAT the City Council hereby approves the attached Economic Incentive Agreement between the City of Irving and 7-Eleven Inc., and the Mayor is authorized to execute said agreement. THAT this resolution shall take effect from and after its final date of passage, and it is accordingly so ordered.

SECTION II.

PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS, on April 3, 2014. ________________________________ BETH VAN DUYNE MAYOR ATTEST: _______________________________ Shanae Jennings City Secretary APPROVED AS TO FORM: _______________________________ Charles R. Anderson City Attorney

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ECONOMIC INCENTIVE AGREEMENT STATE OF TEXAS COUNTY OF DALLAS CITY OF IRVING § § §

This  Economic  Incentive  Agreement  (“ Agreement”)  is  entered  into  on  the  3rd day of April, 2014, by and  among  the  City  of  Irving,  Texas  (“ City”),  a  home  rule  city  and  municipal  corporation  of  Dallas  County,   Texas, CROW-BILLINGSLEY MIDWAY SOUTH A, LTD., a Texas limited partnership, CROWBILLINGSLEY 544/CARROLLTON, LTD., a Texas limited partnership, CROW-BILLINGSLEY HUTTON BRANCH #1, LTD., a Texas limited partnership, HENRY BILLINGSLEY and LUCY BILLINGSLEY (collectively  the  “Former Developer”)   and CROW-BILLINGSLEY 635 BELTLINE, LTD., a Texas limited partnership (the  “Developer”)   (the Former Developer and Developer being referred to collectively as the “IH635 Beltline Project Group”, and 7-ELEVEN,  INC.  (“Company”),  a  Texas  corporation,  acting  by  and   through its authorized officers, for the purposes and considerations stated below: WHEREAS, the CITY had adopted a Comprehensive Policy Statement on Local Economic Development  and  Business  Stimulation  Incentives  (“Policy Statement”),  by  the  passage  of  Ordinance  No.   9532 on the 12th day of December, 2013, to be used as a guideline for granting incentives which established a program in accordance with Article III, Chapter 52-a of the Texas Constitution and Chapter 380  of  the  Texas  Local  Government  Code  (“Chapter 380”)  under  which  the  City  has  the  authority  to  make   grants of public funds for the public purposes of promoting local economic development and stimulating business and commercial activity within the City; and WHEREAS, the City and Former Developer entered into that certain Contract for City Participation in Infrastructure Improvements dated November 18, 2004, as amended June 1, 2006, related to real property   located   in   the   City   (the   “Property”)   more   particularly   described   in Exhibit   “A” attached hereto, containing approximately 82.687 acres, more or less, located at the intersection of Interstate Highway 635 (“IH635”)  and  Belt  Line;;  and     WHEREAS, on or about the date hereof the City, and the IH635 Beltline Project Group entered into an Economic Incentive Agreement (the  “Billingsley Economic Incentive Agreement”);; WHEREAS, the Developer intends to construct an office building in excess of 300,000 square feet on  a  portion  of  the  Property  (the  “Premises”)  more  particularly  described  in   Exhibit  “B” attached hereto, containing approximately 21.6 acres, more or less, located to the west of Ranch Trail Road at its intersection with IH635; and WHEREAS, the Company intends to occupy the Premises as its North American corporate headquarters office (the  “Headquarters  Office”); and WHEREAS, consistent with Article III, Section 52-a of the Texas Constitution, Chapter 380, the Policy Statement and other law, the City has made specific proposals to Developer and the Company for the purposes of inducing the Developer and the Company to locate the Premises in the City, and thereby advance the public purposes of developing and diversifying the economy of the state, eliminating unemployment or underemployment in the state, and developing or expanding transportation or commerce in the state; and WHEREAS, to ensure that the benefits the City provides under this Agreement are utilized in a manner consistent with Article III, Section 52-a of the Texas Constitution, Chapter 380 and other law, the Company has agreed to comply with certain conditions for receiving those benefits, including the creation or relocation of jobs, the location of Business Personal Property in the Premises, the construction of the Premises, and the generation of Sales Tax Revenue; and 7-ELEVEN DRAFT 3-27-14 Chapter 380 Incentive Agreement Page 1
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WHEREAS, in consideration of the design, construction and development of the Premises, which will bring additional sales tax and ad valorem tax revenues to the City, the City desires to make a grant to the Company as provided in this Agreement pursuant to the Policy Statement and Chapter 380 as an economic incentive for the Company to occupy the Premises; and WHEREAS, the City recognizes the positive economic impact that the contemplated use of the Premises will bring to the City through development and diversification of the economy, elimination of unemployment and underemployment through the production of new jobs, the attraction of new businesses, and the additional ad valorem, sales and use tax and hotel occupancy tax revenue and that without this Agreement the Premises would not be developed and the City would not receive these benefits; and WHEREAS, the City Council finds that it serves a valid municipal public purpose to enter into this Agreement, pursuant to Chapter 380 of the Texas Local Government Code, as amended; NOW, THEREFORE, the City, IH635 Beltline Project Group and Company for and in consideration of the mutual covenants and promises contained herein, do hereby contract, covenant and agree as follows: I. DEFINITIONS Wherever used in this Agreement, the following capitalized terms shall have the meanings ascribed to them: A. “Business Personal Property”   shall   mean   the   taxable   assessed   valuation of furniture, fixtures, equipment and any other components of business personal property, including inventory owned by Company and located at the Qualified Facilities. B. “Force Majeure”  shall  mean  any  contingency  or  cause  beyond  the  reasonable  con trol of Company, Developer or City, including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, state or federal government de facto action (unless caused by acts or omissions of Developer or Company), casualty, including fire, explosion, and flood, or strikes. C. “Full Time Equivalent”  or  “FTE”  shall  mean  a single individual working no less than 1,800 hours in a 12 month period at the Qualified Facilities. An FTE may be a Company employee or a Company contractor employee working at the Qualified Facilities. D. “Incremental Taxable Assessed Value”   shall   mean   the   increase   in   taxable   assessed   valuation of the Business Personal Property over the 2014 certified taxable value on the DCAD tax roll (currently $-0-). E. “Minimum Eligibility Requirements”   shall   mean (i) the lease and occupancy of the Qualified Facilities as its Headquarters Office, (ii) the creation or relocation of at least eight hundred (800) FTE’s  with  an  average  annual  salary of at least $100,000, located within the Qualified Facilities (which shall occur no later than December 31, 2016) and (iii) an Incremental Taxable Assessed Value of at least one million dollars ($1,000,000). F. “Premises”   shall   mean   all   that   parcel   of   land   with   improvements   leased by Company located at the corner of Hackberry Road and Cypress Waters Boulevard, bounded on the south by Interstate Highway 635, Irving, Texas, more fully described in Exhibit  “B”. G. “Qualified Facilities”   shall   mean   the   occupancy   of   at   least   three   hundred   thousand   (300,000) square feet of zoned office space  at  the  Premises  as  Company’s  Headquarters Office.

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H. “Salary”   shall   mean   remuneration   for   services,   paid   in   cash,   including   a   fixed   payment   received at regular intervals, overtime and cash bonus. The term does not include employer provided benefits and non-cash bonuses. I. “Irving Hotel Room Night”   shall   mean   the   overnight   rental   of   and   payment   for   a   hotel   room located within the City of Irving. Use as a permanent resident under Section 156.101 of the Texas Tax Code shall not count as an Irving hotel room night. J. “Sales Tax Revenue”  means  the  1%  municipal  sales  tax,  received  by  City  from  the  Office   of the Texas Comptroller for Public Accounts, that is presently in effect pursuant to Texas Tax Code Sections 321.101(a) and 321.103, resulting from (i) sales tax remitted by Company to the Texas Comptroller specific to corporate operation taxable purchases, (ii) sales/use tax remitted directly by Company under its sales tax permit or Direct Pay Permit specific to corporate operation taxable purchases, or which Company is able to document results in sales/use tax revenue to the City, and (iii) sales/use taxes assessed from an audit by the Texas Comptroller specific to corporate operation taxable purchases. Sales Tax Revenue shall not include sales tax remitted by Company affiliated retail stores in the City unless the retail store is located within the Qualified Facilities. II. ECONOMIC DEVELOPMENT GRANT A. COMPANY OBLIGATIONS. In consideration of the City entering into this Agreement providing for this Economic Development Grant, Company agrees that it, or its permitted assigns, will, for each year for which a Grant may be made: 1. December 31, 2016; Occupy the Qualified Facilities, with the initial occupancy to occur no later than

2. Use the Qualified Facilities in accordance with all applicable state and local laws and regulations (subject to minor violations arising and cured in the ordinary course of business); 3. Diligently and faithfully maintain the Qualified Facilities in a manner consistent with other office space of a class similar to the Qualified Facilities; 4. Employ   at   the   Qualified   Facilities   at   least   eight   hundred   (800)   FTE’s   with   an   average annual salary of at least $100,000 no later than December 31, 2016; 5. As a condition for receiving Grant-B only, generate annual Sales Tax Revenue of $150,000 or more at the Qualified Facilities; 6. Report the number of Irving Hotel Room Nights;

7. Beginning in 2017, as a condition to receiving Grants and solely for the purpose of determining  the  Company’s  eligibility  for  the  Grants  on  terms  and  conditions  specified  in  Article II.B. below, provide to the City no later than January 31, 2017 and each subsequent year, verification  (the  “ Annual Certification”)  that  the  following   requirements to receive Grants (or components thereof) have been met or not met, for the year just ended (e.g., on January 31, 2017, Company shall provide to the City an Annual Certification for calendar year 2016), specifically: a. continued occupancy of the Qualified Facilities as its Headquarters Office;

b. employment of a minimum of eight hundred (800) FTE’s, with an average annual salary of at least one-hundred thousand dollars ($100,000); 7-ELEVEN DRAFT 3-27-14 Chapter 380 Incentive Agreement Page 3
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c. ($1,000,000);

an Incremental Taxable Assessed Value of at least one million dollars

d. for the purposes of determining eligibility for Grant-B only, a minimum of one hundred fifty thousand dollars ($150,000) of Sales Tax Revenue paid to City during the year; and e. payment of a minimum of five-hundred (500) Irving Hotel Room Nights, or if less, the number of Irving Hotel Room Nights. B. CITY GRANT.  In  exchange  for  Company’s  compliance  with  the conditions specified herein for receiving such Grants, City shall provide Company on an annual basis an Economic Development Grant (the  “Grant”)  of  two  components  (“Grant-A”  and  “Grant-B”) from lawfully available funds as follows: 1. Scope and Rate of Grant-A – Grant-A shall be available in the six consecutive calendar years beginning in calendar year 2016 and payable by City to Company in the immediately following year (e.g., Grant-A for calendar year 2016 shall be paid by City in 2017 and continue until the Grant-A for calendar year 2121 which shall be paid by City in 2022), with each such Grant-A in an amount calculated by multiplying the Business Personal Property ad valorem taxes paid to the City on the Incremental Taxable Assessed Value for the applicable tax year by the percentage shown below: Tax Year 1 2 3 4 5 6 Total Grant 95% 90% 90% 85% 85% 80%

2. Scope and Rate of Grant-B – Grant-B shall be available in the seven consecutive calendar years beginning in calendar year 2016 and payable by City to Company in the immediately following year (e.g., Grant-B for calendar year 2016 shall be paid by City in 2017 and continue until the Grant-B for calendar year 2022 which shall be paid in 2023), calculated by multiplying (a) the sum of the Sales Tax Revenue paid to the City in the applicable tax year, by (b) the following percentages: a. 90% of the first $55,556 Sales Tax Revenue (which equals $50,000), and

b. 75% of the Sales Tax Revenue in excess of $55,556 in the first five years, and 50% in the concluding two years. 3. Minimum Eligibility – The Grant amount (or component thereof) will be adjusted as  a  consequence  of  the  Company’s  failure to meet the eligibility requirements as follows: a. Minimum Number of New Full Time Equivalent – Should the number of FTE’s   fall below eight hundred (800), there shall be no Grant allowed that year or any other future year until the number  of  FTE’s  equals or exceeds eight hundred (800). b. Minimum Average Salary Per Full Time Equivalent – Should the average annual salary per FTE fall below $100,000, there shall be no Grant allowed for that year or any future year until the average annual salary per FTE equals or exceeds $100,000. c. Minimum Total Property Valuation – Should the valuation of the Incremental Taxable Assessed Value fall below $1,000,000 (the value of Business Personal Property on DCAD tax roll 7-ELEVEN DRAFT 3-27-14 Chapter 380 Incentive Agreement Page 4
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must meet or exceed $1,000,000 over the amount assessed for January 1, 2014, which amount is $0.00) there shall be no Grant allowed that year or any other future year until the Incremental Taxable Assessed Value equals or exceeds $1,000,000. d. Minimum Sales Tax Revenue for Grant-B – Should the annual Sales Tax Revenue fall below one hundred fifty thousand dollars ($150,000), there shall be no Grant-B allowed that year or any future year until the annual Sales Tax Revenue at the Premises equals or exceeds one hundred fifty thousand dollars ($150,000). The Company will remain eligible for Grant-A if this eligibility requirement is not satisfied. e. Minimum Number of Irving Hotel Room Nights – Should the number of annual Irving Hotel Room Nights fall below five-hundred (500), twenty-five dollars ($25) per Irving Hotel Room Night below 500 will be deducted that year from the total aggregate Grant due Company. Except for the reduction described  in  the  preceding  sentence,  the  Company’s  failure  to  satisfy  the  minimum  number  of   annual  Irving  Hotel  Room  Nights  requirement  shall  have  no  impact  on  Company’s  rights  or  City’s  obligations   under this Agreement, notwithstanding anything else in this Agreement to the contrary. 4. Payment of Grant to Company – The Business Personal Property ad valorem taxes and the Sales Tax Revenues described in Article II.B are being used only as a measurement of the City’s  payment,  if  any,  of  the  Grant  through  the  use  of  general  funds.    The Grant shall be subject to annual appropriation   by   the   City   Council   of   the   City   in   the   annual   budget   and   the   City’s   obligations   un der this Agreement shall not constitute a general obligation of the City or indebtedness under the constitution or laws of the State of Texas. Each year in which a Grant is due to Company, the City shall calculate the Grant amount and make the payment to Company, via check or other acceptable means no later than March 31 of the applicable year, provided all ad valorem taxes owed by the Company for the preceding tax year have been paid to the City of Irving (subject  to  the  Company’s  right  to  timely  and  prop erly follow the legal procedures for protest and/or contest of any such ad valorem taxes or pursuant to challenges as authorized by law). The first year in which a Grant could be due would be for the 2016 tax year making the Grant payment due on March 31, 2017. Should Company fail to timely submit the Annual Certification by January 31 of any applicable year, there shall be no Grant that year. 5. Documentation of Sales Tax Revenue.

Company will provide to the City no later than January 31 of each year of this Agreement (beginning ____________________) a waiver of sales tax confidentiality, Exhibit  “C”, required to allow the City to obtain from the State of Texas all of the reported sales tax information attributable to the Company. In the event Company fails to provide a valid waiver of sales tax confidentiality by January 31 of each year, then the City shall not have the obligation to pay Grant-B to the Company for the prior year. Company anticipates it will utilize a Direct Pay Permit for remitting sales tax to the Texas Comptroller for corporate operation purchases. City acknowledges that the State Comptroller will not be able to specifically identify sales tax generated in the City of Irving using the Direct Pay Permit method. Company agrees to provide City no later than January 31 each year of this agreement (beginning January 31, 2017) a signed certification that provides the amount of sales tax the City received during the prior year for taxable corporate operation purchases in Irving for the preceding calendar year (for example, the signed certificate to be delivered no later than January 31, 2017 shall state the amount of sales tax the City received for tax year 2016). The certification will be signed by the Vice President of Company with oversight of tax preparation and remittance to the State Comptroller, and accompanied by appropriate documentation adequate  for  the  City’s  Chief  Financial  Officer  to  verify  compliance  with  this  Agreement. Each year in which a Grant-B is due, the City shall calculate the Grant-B amount and make the payment to Company, via check or other acceptable means, no later than March 31 of the applicable year. In the event of error by the Office of the Texas Comptroller for Public Accounts in computing Sales Tax Revenue, a reconciliation payment shall be made by the appropriate party to the other, as applicable, within forty five (45) days of receipt of notice of such error from the Texas Comptroller. Should Company 7-ELEVEN DRAFT 3-27-14 Chapter 380 Incentive Agreement Page 5
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fail to timely submit the annual certification described in the preceding paragraph, there shall be no GrantB that year. C. IH635   Beltline   Project   Group’s   Acknowledgment. IH635 Beltline Project Group has read and understands this Article II. Economic Development Grant. Former Developer acknowledges and agrees that notwithstanding anything to the contrary in the Contract for City Participation in Infrastructure Improvements dated   November   18,   2004,   as   amended   June   1,   2006,   (the   “ 2006 Contract”)   City’s   compliance with this Agreement, shall not be considered a breach or violation of the 2006 Contract for any purposes. Former Developer acknowledges it shall have no claim for payment under the 2006 Contract in relation to Sales Tax Revenue remitted by the Company. City acknowledges that no breach by Former Developer  under  the  2006  Contract  or  otherwise  shall  affect  Company’s  rights  or  City’s  obligations  under   this Agreement. D. Proprietary Information; Confidentiality.

1. The City agrees that the Annual Certification, the Sales Tax Information, and any information   obtained   by   the   City   in   an   Audit   (defined   below)   (the   “ Confidential Information”)   shall   be   considered confidential information of the Company and proprietary to the Company. The City shall not use the Confidential Information for any purpose other than as necessary to administer this Agreement. The City shall not disclose the contents of any Confidential Information to third party  without  the  Company’s   prior  written  consent,  which  consent  may  be  withheld  or  conditioned  in  the  Company’s  sole  and  absolute   discretion. 2. Should the City receive a request for disclosure of the Confidential Information in accordance with the Texas Public  Information  Act  (“TPIA”),  the  City:  (A)  shall  promptly  notify  the  Company   of the request; (B) shall consult with and reasonably cooperate with the Company regarding the response to the request; (C) shall timely ask for a decision from the Texas Atto rney  General  (the  “Texas AG”)  as  to   whether the Confidential Information is within an exception from the disclosure requirements of the TPIA, including but not limited to sections 552.110 and 552.131 of the TPIA, and shall submit written comments to the Texas AG stating the reasons why the exceptions stated in such comments apply to the Confidential Information; and (D) will not release any Confidential Information while the decision of the Texas AG is pending. If, in response to a request for decision under this paragraph, the Texas AG determines that Confidential Information must be disclosed, the City shall promptly provide notice of the decision to the Company, and without the consent of the Company, may not disclose that information before the 10th day after the date of receipt of the decision. If within that period the Company files a petition in a Travis County, Texas district court seeking a declaratory judgment, a writ of mandamus, or other relief from compliance with the decision of the Texas AG, the City will not disclose the information pending final judgment in the suit unless ordered to do so by the court. 3. If the City desires to disclose Confidential Information or to make any filings with or communicate with a governmental authority, other than the Texas Comptroller of Public Accounts to the extent necessary to perform this Agreement, with respect to the Confidential Information, the City shall make a written request to the Company specifying in reasonable detail the purpose of such disclosure, filing or communication, the person to whom such disclosure, filing or communication is to be made and the format  (i.e.  written  or  oral)  in  which  such  disclosure,  filing  or  communication  is  to  be  made  (a  “ Disclosure Request”).    Within  ten  business  days   after its receipt of a Disclosure Request, the Company shall notify the City whether it approves, approves with conditions or disapproves of the same and shall specify in reasonable detail any conditions to or limitations on such disclosure. The City expressly agree and acknowledge that the Company will require prior approval of any written communications (which may be submitted as part of the Disclosure Request) and will not consent to any oral disclosures to any person (including any governmental authority) unless a Company Representative is present at such communication. If any Disclosure Request is not accompanied by sufficient information to allow the Company to determine whether such request should be approved, then the time period hereunder for the Company’s  response  shall  be  extended  by  one  day  for  each  day  until  the  City  provides  such  necessary   information to the Company. Notwithstanding the foregoing, if the Company fails to notify the City that it 7-ELEVEN DRAFT 3-27-14 Chapter 380 Incentive Agreement Page 6
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approves, approves with conditions or disapproves the Disclosure Request within ten business days after submission to the Company of all the items required under this Article II.D.3 and   the   City’s   request   for   consent   conspicuously   states,   “IF YOU DO NOT MAIL YOUR APPROVAL, DISAPPROVAL OR APPROVAL WITH CONDITIONS OF THE DISCLOSURE REQUEST WITHIN TEN BUSINESS DAYS AFTER YOU RECEIVE THIS DISCLOSURE REQUEST, YOUR APPROVAL OF THIS DISCLOSURE REQUEST WILL BE DEEMED GIVEN,”   then   the   Company   shall   be   deemed   to   have   approved   the   Disclosure Request on the terms specified in such request. 4. Agreement. III. GENERAL PROVISIONS APPLICABLE TO ALL INCENTIVES A. The effectiveness of this Agreement is contingent upon the execution by the Company of a lease of the Premises for a term of 15 years or more (the  “Lease”). B. The Premises is not in an improvement project financed by tax increment bonds. The   City’s   obligations   under   this Article II.D shall survive the termination of this

C. This Agreement is entered into subject to the rights of the holders of outstanding bonds of the City; provided however, that this section shall not be construed to create a security interest in the Premises or Qualified Facilities in favor of such holders of outstanding bonds of the City. D. The Premises are not owned or leased by any member of the Irving City Council or any member of the Planning and Zoning Commission of the City. E. This Agreement is intended to comply with the requirements of and is authorized by Chapter  380  of  the  Texas  Local  Government  Code,  by  the  Policy  Statement  constituting  the  City’s  ec onomic development and business stimulation guidelines and criteria adopted by Ordinance No. 9532 and by resolution of the City Council authorizing execution of this Agreement. F. Company (or its successors and assigns) shall be subject to all applicable City taxation including but not limited to, sales tax and ad valorem taxation on land, personal property, inventory and supplies. G. Company will render any and all Business Personal Property to the DCAD and remain current on all taxes of property owned by Company in the City of Irving for the term of this Agreement. H. Company  agrees  that  it  will  use  the  words  “Irving,  Texas”  or  “Irving,  TX”  when  printing  an   address on literature, all stationery, business cards, or other printed or electronic materials which identify the Qualified Facilities or identify its North American corporate headquarters location. I. After occupying the Premises, the Company will covenant and certify that Company does not and will not knowingly employ at the Headquarters Office an undocumented worker (as that term is defined by Section 2264.001(4) of the Texas Government Code). In accordance with Section 2264.052 of the Texas Government Code, if Company is convicted of a violation under 8 U.S.D. Section 1324(a)(f), as the  City’s sole and exclusive remedy under this Agreement for a violation of this Section III.I, the Company shall repay to the City the full amount of the Grant made under this Agreement for the years that Company is convicted of a violation of such laws, and interest thereon charged at the rate of the  City’s  most  recent   general obligation bond sale plus 2%, from the date the Grant was made. Repayment shall be paid within one hundred twenty (120) days after the date the City notifies the Company of the violation. The City and the Company hereby stipulate that the Headquarters   Office  shall  be  deemed  a  “division”  under   Chapter 2264 of the Texas Government Code. 7-ELEVEN DRAFT 3-27-14 Chapter 380 Incentive Agreement Page 7
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J. For each year during the term of this Agreement for which the Grant (or component thereof) may be made, the Company will not be eligible for a Grant (or component thereof) if the Company fails to lease (or own) and occupy the Qualified Facilities as its Headquarters Office during such year or it fails to satisfy the conditions applicable to the Grant (or component thereof) specified in Article II.B.3 for such year. There shall be no recapture of Grants paid for any year during which the Company leased (or owned) and occupied the Qualified Facilities as its Headquarters Office during such year and satisfied the conditions specified in Article II.B.3 for the Grant (or component thereof) made in such year. K. If the Annual Certification for a year is found to be incorrect and the Company received a Grant (or component thereof) for which it was not eligible, the Company shall remit to the City a sum equal to the Grant (or component thereof) for which the Company was not eligible, and interest thereon charged at   the   rate   of   the   City’s   most   recent   general   obligation   bond   sale   plus   2% from the date the Grant was made. J. The Company will be deemed to satisfy an obligation or condition to lease the Premises if it owns the Premises at the time of such determination. IV. TERM This Agreement is effective as of April 3, 2014 and, except as otherwise expressly provided in Article XVI, shall continue, unless earlier terminated, for a term sufficient for the Company to be eligible to receive the Grants. In the event the Minimum Eligibility Requirements are not met by January 1, 2017, this Agreement shall automatically terminate and no payment shall be due to Company. Any early termination of  this  Agreement  shall  be  referred  to  herein  as  an  “Early Termination”).     V. RECORDS AND AUDITS Throughout the term of this Agreement, the City or its agents shall have reasonable access to Company’s  Premises  (upon  no  less  than  one  week’s  prior  written  notice  to  Company)  for  the  purpose  of   verifying Company records for compliance with the conditions of this Agreement; provided that Company shall have the right to accompany City employees for any such verification and keeping in mind the privacy and  security  interest  of  Company  and  Company’s  employees. VI. BREACH A. Except as expressly provided below, the City may terminate this Agreement as its sole and exclusive remedy, if Company fails to comply with the terms of this Agreement and such failure continues after the expiration of any applicable cure period (or if no specific cure period is specified, within the cure period described in Article VI.B below). The failure by the Company in any year to satisfy Article II.A.4 through Article II.A.7 or to deliver an Annual Certification (or to satisfy any of the conditions to be certified to in the Annual Certification) or to satisfy the Minimum Eligibility provisions in Article II.B.3 for a year shall not constitute a breach or default by the Company under this Agreement or a failure by the Company to comply with the terms of this Agreement for the purposes of this Article VI, it being expressly agreed and understood that such provisions only establish conditions precedent for the City to pay a Grant (or component thereof). B. If (i) the Company fails to occupy the Qualified Facilities as its North American corporate headquarters office or (ii) Company allows its ad valorem taxes with respect to Business Personal Property 7-ELEVEN DRAFT 3-27-14 Chapter 380 Incentive Agreement Page 8
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or sales tax on the Premises owed the City to become delinquent subject  to  the  Company’s  right  to  timely   and properly follow the legal procedures for protest and/or contest of any such ad valorem personal property taxes, for any year for which a grant may be made then Company shall be in default of this Agreement. In the event that Company defaults in its performance of (i) or (ii) above, the City shall give Company written notice of such default and if Company has not cured such default within thirty (30) days of Company's receipt of said written notice, or, if such default cannot be cured by the payment of money or posting of a bond or other collateral reasonably acceptable to the City, and cannot with due diligence be cured within such thirty (30) day period owing to causes beyond the control of Company, this Agreement may be terminated by the City, and the Company will not be entitled to the affected Grant for the year in which the uncured default occurs. Provided, however, that if such default is not reasonably susceptible of cure within such thirty (30) day period and Company has commenced and is pursuing the cure of same, then after first advising  the  City  of  Company’s  efforts  to  cure  same,  Company  may  utilize  an  additional   sixty (60) days. Additional time, in addition to the foregoing ninety (90) days, may be authorized by the City Council. As City’s  sole  and  exclusive monetary remedy, in the event of default by the Company in its performance of (i) or (ii) above, after the expiration of the applicable notice and cure periods, the Company shall pay City as liquidated damages all previous Grants made by the City and received by Company pursuant to this Agreement, for the year or years in which the Company failed in its performance of (i) and (ii) above, and interest thereon at the rate  of  the  City’s  most  recent  general  obligation  bond  sale  plus  2%   (the  “Default Rate”)  from  the  date  of  the  default,  and  will  become  a  debt  from  Company  to  the  City.    Such  amount  shall   be due, owing, and paid to the City by Company within sixty (60) days after receipt by Company from the City of a statement for such amount, including interest. The parties acknowledge that actual damages in the event of default and termination would be speculative and difficult to determine. VII. EFFECT OF SALE OR ASSIGNMENT OF PREMISES This Agreement and the economic incentives are not assignable by Company to any entity other than an affiliated company or successor without approval of the City Council. In the event of assignment to an affiliated company or successor, Company must confirm such assignment in writing to the City, and the successor must confirm its intent to be bound by this Agreement and to assume all responsibilities hereunder of Company within ninety (90) days of such assignment, or before the beginning of the next tax year, whichever comes first. In the event of failure to confirm assignment to an affiliate or successor hereunder, the successor may seek approval from the City Council for the assignment. Notwithstanding the foregoing, provided that if all or substantially all of the assets of the Company are acquired by a third party, the Grants shall continue subject to all conditions and limitations contained in this Agreement if the successor entity continues to occupy the Qualified Facilities as its North American corporate headquarters office and otherwise satisfies the terms and conditions of this Agreement. VIII. NOTICE All notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid, overnight delivery service or by hand delivery: 7-ELEVEN Prior to Relocation Date: 7-Eleven, Inc. 1722 Routh Street, Suite 1000 Dallas, Texas 75201 Attention: General Counsel Following Relocation Date: 7-ELEVEN DRAFT 3-27-14 Chapter 380 Incentive Agreement Page 9
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Address is To Be Determined In each case with a copy to: Vinson & Elkins L.L.P. 2001 Ross Avenue, Suite 3700 Dallas, Texas 75201 Attention: Paul A. Martin Reference: SOU545/52004 Developer: IH635 Belt Line Project Group 1722 Routh Street, Suite 1313 Dallas, Texas 75201 Attention: Lucy Billingsley With a copy to: Carrington Coleman Sloman & Blumenthal LLP 901 Main Street, Suite 5500 Dallas, Texas 75202 Attention: Charles C. Jordan CITY OF IRVING, TEXAS 825 W. Irving Boulevard Irving, Texas 75060 Attention: City Secretary IX. CITY COUNCIL AUTHORIZATION This Agreement was authorized by resolution of the City Council that was approved by the affirmative vote of a majority of the City Council at its regularly scheduled City Council meeting on the 3rd day of April, 2014, authorizing the Mayor to execute this Agreement on behalf of the City. X. BOARD OF DIRECTORS AUTHORIZATION This Agreement was entered into by an authorized representative of Company pursuant to authority granted by their respective Board of Directors through formal delegations. XI. SEVERABILITY In the event any section, subsection, paragraph, sentence, phrase or word is held invalid, illegal, or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. XII. APPLICABLE LAW

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This Agreement shall be construed under the laws of the State of Texas. Venue for any action under this Agreement shall be the District Court of Dallas County, Texas. This Agreement is performable in Dallas County, Texas. XIII. ENTIRE AGREEMENT This Agreement constitutes the entire economic incentive agreement between the parties, supersedes any prior understanding or written or oral agreements or representations between the parties, and can be modified only by written instrument subscribed to by both parties. This Agreement may be executed in multiple counterparts, each of which shall be considered an original. XIV. ESTOPPEL CERTIFICATES Any party hereto may request an estoppel certificate from the other party hereto so long as the certificate is requested in connection with a bona fide business purpose. The certificate, which, if requested, may be addressed to a subsequent purchaser, assignee, subtenant or lender of any party hereto, shall include, but not necessarily be limited to, statements that this Agreement is in full force and effect without default (or if default exists, the nature of default and curative action which should be undertaken to cure same), the remaining term of this Agreement, the levels of abatement in effect, and such other matters reasonably requested by the party to receive the certificate. XV. TERMINATION RIGHT; EXTENSION Company shall have the right to terminate this Agreement at any time pr ior   to   Company’s   occupancy of the Premises by providing written notice to the City, in which case the liability of the parties under this Agreement for the further performance of the terms of this Agreement shall then cease. In addition, if Developer is late or is otherwise delayed in delivering the improvements to be constructed on the Premises beyond the anticipated delivery date as of the date of this Agreement (i.e., February, 2015), Company shall have the right to notify City thereof in writing of Com pany’s  election  to  extend  the  deadlines   in this Agreement by one year, in which case all of the specific dates in this Agreement shall be extended by one year. XVI. SUPPLEMENTAL CERTIFICATION Upon expiration of the term of this Agreement specified in Article IV, and notwithstanding the final termination of all of the other terms and conditions of this Agreement for any and all purposes, so long as the Company continues to occupy the Premises as its Headquarters Office, subject to the terms and conditions of the Lease and solely for use by the City in determining the eligibility of the IH635 Beltline Project Group, its successors or assigns, for “Grant-A”  (as  defined  in  such  Agreement,  the  “ Billingsley Grant-A”)  incentives under the Billingsley Economic Incentive Agreement, the Company will provide to the City no later than January 31 of each year following the expiration of the term through the expiration of the Billingsley Grant-A, verification  (the  “Supplemental Certification”)  that  the  following  conditions have been met or not met, for the year just ended, specifically: a. continued occupancy of the Qualified Facilities as its Headquarters Office;

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b. employment  of  a  minimum  of  eight  hundred  (800)  FTE’s,  with  an  average  annual   salary of at least one-hundred thousand dollars ($100,000); and c. ($1,000,000); The City and the Company hereby expressly agree and acknowledges as follows: (1) the IH635 Project Group, its affiliates, successors or assigns, shall not be a beneficiary of this Article XVI or entitled to enforce the provisions hereof; (2) the failure by the Company in any year to deliver a Supplemental Certification (or to satisfy any of the conditions to be certified to in the Supplemental Certification) shall not constitute a breach or default by the Company under this Agreement or a failure by the Company to comply with the terms of this Agreement, and the City shall have no rights or remedies upon such failure, it being further expressly agreed and understood that such provisions only establish conditions precedent for the City to pay incentives to the IH635 Project Group. This Article XVI shall terminate upon any Early Termination. XVII. COUNTERPARTS This Contract may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] an Incremental Taxable Assessed Value of at least one million dollars

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EXECUTED as of the day and year first above written.

CITY OF IRVING, TEXAS By: ____________________________ Beth VanDuyne, Mayor Attest: __________________________ Shanae Jennings City Secretary Approved as to form: __________________________ Charles R. Anderson City Attorney 7-ELEVEN, INC. By: Name: Title:

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Developer: CROW-BILLINGSLEY 635 BELTLINE, LTD. A Texas limited partnership By: Billingsley 380 North GP, L.L.C., A Texas limited liability company, Its general partner By: Name: General Partner Former Developer Henry Billingsley

Lucy Billingsley CROW-BILLINGSLEY HUTTON BRANCH #1, LTD. A Texas limited partnership By: Henry Billingsley General Partner CROW-BILLINGSLEY MIDWAY SOUTH A, LTD. A Texas limited partnership By: Crow-Billingsley No. 28, Ltd., a Texas limited partnership By: Henry Billingsley, its general partner CROW-BILLINGSLEY 544/CARROLLTON, LTD. A Texas limited partnership By: Crow-Billingsley 544/Parker, Ltd., a Texas limited partnership its general partner By: 19BCO, Inc. A Texas corporation Its general partner 7-ELEVEN DRAFT 3-27-14 Chapter 380 Incentive Agreement Page 14
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BY:

7-ELEVEN DRAFT 3-27-14 Chapter 380 Incentive Agreement

Henry Billingsley, its

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CORPORATE ACKNOWLEDGEMENT THE STATE OF TEXAS COUNTY OF DALLAS § § §

BEFORE ME, the undersigned authority, a Notary Public in and for said County and State, on this day personally appeared , of 7-ELEVEN, INC., known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me she executed the same as a duly authorized officer of such corporation, and as the act and deed of such corporation, for the purposes and consideration therein expressed, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this _____ day of _______________, A.D., 2014. _________________________________________ Notary Public _________________________________________ (Typed/Printed Name of Notary) My Commission Expires: ____________________

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SCHEDULE OF EXHIBITS “A” “B” “ C” Property [entire 82 acres] Premises [the 7-Eleven parcel] Waiver of Sales Tax Confidentiality

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EXHIBIT A Legal Description for Property (82 Acres)

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EXHIBIT B Legal Description for Premises (21.6 Acres) BEING a 21.600 acre tract situated in the John L. Whitman Survey, Abstract No. 1521, and being a portion of that certain tract of land conveyed to Crow-Billingsley 635 Beltline, LTD., as recorded under Instrument Number 200600014626, Official Public Records, Dallas County, Texas, and being more particularly described as follows: COMMENCING at a point in the North line of said Crow-Billingsley tract, same being the Northeast corner of Cypress Waters Boulevard (a 94 foot public right-of-way) as dedicated by plat recorded under Instrument Number 20070204067, said Official Public Records, same being in the South right-of-way line of Hackberry Road (a 80 foot right-of-way) as dedicated by Volume 2780, Page 356, Deed Records, Dallas County, Texas and under Instrument Number 200503612793, said Official Public Records; THENCE North 89 deg. 19 min. 03 sec. East, along the common line of said Crow-Billingsley tract and said Hackberry Road, a distance of 214.14 feet to a point for the Northwest corner of the herein described tract, same being in the North line of said Crow-Billingsley tract, same being in the South right-of-way line of said Hackberry Road, same being THE POINT OF BEGINNING; THENCE along the common line of said Crow-Billingsley tract and said Hackberry Road as follows: North 89 deg. 19 min. 14 sec. East, a distance of 981.14 feet to an angle point for the beginning of a curve to the right having a radius of 397.00 feet and a delta angle of 33 deg. 34 min. 38 sec.; Along said curve to the right, an arc length of 232.65 feet and a chord bearing and distance of South 58 deg. 37 min. 46 sec East, 229.34 feet to an angle point; South 41 deg. 50 min. 26 sec. East, a distance of 9.89 feet to an angle point for the North end of a corner clip at the intersection of said Hackberry Road and Ranch Trail (a 94 foot public right-of-way) as dedicated by plat recorded under Instrument Number 200503612793, aforesaid Official Public Records; THENCE South 01 deg. 34 min. 24 sec. West, along said corner clip, a distance of 43.58 feet to an angle point for the South end of said corner clip, same being the beginning of a curve to the left having a radius of 867.00 feet and a delta angle of 29 deg. 41 min. 54 sec.; THENCE along the East line of the herein described tract, and along said Ranch Trail as follows: Along said curve to the left, an arc length of 449.39 feet and a chord bearing and distance of South 29 deg. 08 min. 47 sec. West, 444.38 feet to an angle point; South 14 deg. 17 min. 50 sec. West, a distance of 292.75 feet to a point for the most easterly Southeast corner of the herein described tract; THENCE through the interior of said Crow-Billingsley tract as follows: North 75 deg. 43 min. 26 sec. West, a distance of 213.04 feet to an angle point for the beginning of a curve to the right having a radius of 206.04 feet, and a delta angle of 06 deg. 53 min. 47 sec.; Along said curve to the right an arc length of 24.80 feet, and a chord bearing and distance of North 72 deg. 16 min. 32 sec. West, 24.78 feet to an angle point; North 68 deg. 49 min. 39 sec. West, a distance of 141.15 feet to an angle point for an internal angle of the herein described tract;

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South 14 deg. 17 min. 50 sec. West, a distance of 279.97 feet to a point for the most southerly Southeast corner of the herein described tract, same being in the South line of said Crow-Billingsley tract, same being in the Northeast right-of-way line of Interstate Highway 635 (a variable width right-of-way); THENCE along the common line of said Crow-Billingsley tract and said Interstate Highway 635 as follows: North 67 deg. 14 min. 28 sec. West, a distance of 650.02 feet to an angle point; North 69 deg. 58 min. 47 sec. West, a distance of 85.76 feet to a point for the Southwest corner of the herein described tract, same being in the South line of said Crow-Billingsley tract, same being in the Northeast right-of-way line of said Interstate Highway 635; THENCE through the interior of said Crow-Billingsley tract as follows; North 22 deg. 31 min. 05 sec. East, a distance of 261.75 feet to an angle point for an internal angle of the herein described tract; North 68 deg. 49 min. 39 sec. West, a distance of 8.28 feet to an angle point; North 22 deg. 31 min. 07 sec. East, a distance of 181.67 feet to an angle point for the beginning of a curve to the left, having a radius of 714.89 feet and a delta angle of 21 deg. 28 min. 58 sec.; Along said curve to the left, an arc length of 268.05 feet, and a chord bearing and distance of North 11 deg. 47 min. 39 sec. East, 266.48 feet to an angle point; North 01 deg. 04 min. 14 sec. East, a distance of 36.44 feet to THE POINT OF BEGINNING and containing 940,894 square feet or 21.600 acres of computed land, more or less.

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EXHIBIT C Waiver of Sales Tax Confidentiality

I authorize the Comptroller of Public Accounts to release sales tax information pertaining to the taxpayer indicated below to the City of Irving, Texas. I understand that this waiver applies only to our place of business located in Irving, Texas.

Name of Taxpayer as Shown on Texas Sales Tax Permit

Name Under Which Taxpayer is Doing Business (dba or Outlet Name)

Taxpayer Mailing Address

Physical Location of Business Permitted for Sales Tax in Irving, Texas

Texas Taxpayer ID Number

Tax Outlet Number

______________________________________ Authorized Signature ______________________________________ Printed Name ______________________________________ Position Title ______________________________________ Telephone Number The authorized signature must be an owner, officer, director, partner, or agent authorized to sign a Texas Sales Tax Return. If you have any questions concerning this waiver of confidentiality, please contact the Texas Comptroller of Public Accounts at 800.531.5441.

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