incentives to prospective new, developing and expanding ... INC_CH… · CHAPTER 380 ECONOMIC...

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CHAPTER 380 ECONOMIC DEVELOPMENT AGREEMENT BETWEEN THE CITY OF BRYAN AND VIASAT, INC. This Chapter 380 Economic Development Agreement ( this " Agreement") is entered into by and between the CITY OF BRYAN, TEXAS, a home- rule municipal corporation organized under the laws of Texas ( hereinafter referred to as " CITY"), and VIASAT, INC., a Delaware corporation hereinafter referred to as ' COMPANY"). WHEREAS, CITY is authorized and empowered under applicable Texas laws pertaining to economic development to aid in the development of commercial enterprises and redevelopment projects within the geographic boundaries of CITY and its extraterritorial jurisdiction by offering economic and other incentives to prospective new, developing and expanding businesses pursuant to TEXAS LOCAL GOVERNMENT CODE, Chapter 380; and WHEREAS, CITY desires to stimulate business and commercial activity in the Research Valley Biocorridor ( hereinafter referred to as the ' Biocorridor") located in both the cities of Bryan and College Station under the Joint Research Valley Biocorridor Development Project; and WHEREAS, CITY actively seeks economic development prospects in the Biocorridor through participation in and establishment of an economic development program; and WHEREAS, COMPANY is purchasing property located within the Biocorridor to have developed commercially for its use as a research and manufacturing site; and WHEREAS, CITY and the City of College Station entered into an Interlocal Cooperation and Joint Development Agreement on December 15, 2011 ( hereinafter referred to as the " Joint Agreement"), in which the two cities agree to revenue share an amount equal to certain portion of ad valorem tax revenue assessed and collected against real property, improvements and tangible personal property developed in the Biocorridor; and WHEREAS, CITY considers COMPANY to be a qualified economic development prospect under the Joint Agreement that will add capital investment, create new jobs in the community, promote local economic development and stimulate business and commercial activity, thus furthering the objectives of the City and its economic development program; and WHEREAS, in consideration of COMPANY' s operation of its business within the Biocorridor and in accordance with the performance measures set forth herein, CITY agrees to grant to COMPANY incentives as set out herein; and WHEREAS, to ensure that the benefits CITY provides under this Agreement are utilized in a manner consistent with TEXAS LOCAL GOVERNMENT CODE, Chapter 380 and other law, COMPANY agrees to comply with certain conditions for receiving those benefits, including conditions relating to property development, job creation and business operations; and WHEREAS, as of December 31, 2015, COMPANY had approximately 130 full- time employees in the State of Texas, and COMPANY' s calendar year 2015 payroll reported to the Texas Workforce Commission for all full-time employees ( some of whom were hired during 2012) was $ 7, 600, 000. 00; and

Transcript of incentives to prospective new, developing and expanding ... INC_CH… · CHAPTER 380 ECONOMIC...

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CHAPTER 380 ECONOMIC DEVELOPMENT AGREEMENT BETWEEN THECITY OF BRYAN AND VIASAT, INC.

This Chapter 380 Economic Development Agreement ( this " Agreement") is entered into by andbetween the CITY OF BRYAN, TEXAS, a home- rule municipal corporation organized under the

laws of Texas ( hereinafter referred to as " CITY"), and VIASAT, INC., a Delaware corporation

hereinafter referred to as ' COMPANY").

WHEREAS, CITY is authorized and empowered under applicable Texas laws pertaining to economicdevelopment to aid in the development of commercial enterprises and redevelopment projects within

the geographic boundaries of CITY and its extraterritorial jurisdiction by offering economic and otherincentives to prospective new, developing and expanding businesses pursuant to TEXAS LOCALGOVERNMENT CODE, Chapter 380; and

WHEREAS, CITY desires to stimulate business and commercial activity in the Research ValleyBiocorridor ( hereinafter referred to as the ' Biocorridor") located in both the cities of Bryan and College

Station under the Joint Research Valley Biocorridor Development Project; and

WHEREAS, CITY actively seeks economic development prospects in the Biocorridor through

participation in and establishment of an economic development program; and

WHEREAS, COMPANY is purchasing property located within the Biocorridor to have

developed commercially for its use as a research and manufacturing site; and

WHEREAS, CITY and the City of College Station entered into an Interlocal Cooperation and JointDevelopment Agreement on December 15, 2011 ( hereinafter referred to as the " Joint Agreement"), in

which the two cities agree to revenue share an amount equal to certain portion of ad valorem tax

revenue assessed and collected against real property, improvements and tangible personal propertydeveloped in the Biocorridor; and

WHEREAS, CITY considers COMPANY to be a qualified economic development prospect under

the Joint Agreement that will add capital investment, create new jobs in the community,promote local economic development and stimulate business and commercial activity, thus furthering theobjectives of the City and its economic development program; and

WHEREAS, in consideration of COMPANY's operation of its business within the Biocorridor and inaccordance with the performance measures set forth herein, CITY agrees to grant to COMPANY

incentives as set out herein; and

WHEREAS, to ensure that the benefits CITY provides under this Agreement are utilized in a mannerconsistent with TEXAS LOCAL GOVERNMENT CODE, Chapter 380 and other law, COMPANY

agrees to comply with certain conditions for receiving those benefits, including conditions relating toproperty development, job creation and business operations; and

WHEREAS, as of December 31, 2015, COMPANY had approximately 130 full-time employeesin the State of Texas, and COMPANY' s calendar year 2015 payroll reported to the Texas WorkforceCommission for all full-time employees ( some of whom were hired during 2012) was $ 7, 600, 000. 00;and

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NOW, THEREFORE, for and in consideration of the premises and mutual covenants and promises

hereinafter set forth, CITY and COMPANY ( each a " Party," collectively, the " Parties") represent and

agree as follows:

Article I

Definitions

Wherever used in this Agreement, the following terms shall have the meanings ascribed to them:

Affiliate" means any person or entity which directly or indirectly controls, is controlled by or isunder common control with COMPANY, during the term of such control. A person or entity will bedeemed to be " controlled" by any other person or entity if such other person or entity ( a) possesses,directly or indirectly, power to direct or cause the direction of the management of such person orentity whether by contract or otherwise; ( b) has direct or indirect ownership of at least fifty percent50%) of the voting power of all outstanding shares entitled to vote at a general election of directors

of the person or entity; or ( c) has direct or indirect ownership of at least fifty percent ( 50%) of the

equity interests in the entity.

Base Year Taxable Value" shall mean the Taxable Value for the Property for the year in which thisAgreement is executed.

Cash Incentive" shall mean that amount of money to be reimbursed annually by CITY to COMPANY asa grant herein calculated upon a percentage of ad valorem taxes assessed for a specified year for the

Property, Improvements and Tangible Personal Property in accordance with the terms of this Agreement.

Completion of Construction" shall mean: ( i) substantial completion of the Improvements; and ( ii) a

final certificate of occupancy has been issued for the all of the Improvements.

Effective Date" shall mean the date upon which this Agreement is fully executed by all Parties,unless the context indicates otherwise.

FTE" shall mean any person who is an employee of COMPANY or an Affiliate( excluding temporary orseasonal employees) who is on the payroll in a budgeted position and has an officially scheduled workweek of thirty-five ( 35) hours or more, works at the Property for COMPANY, and who according toCOMPANY or Affiliate COMPANY policy is entitled to full benefits as a full-time employee.

First year of Cash Incentive( s)" shall mean the first calendar year immediately following the date ofCompletion of Construction.

Force Majeure" shall mean any contingency or cause beyond the reasonable control of a Partyincluding, without limitation, acts of God or the public enemy, war, riot, civil commotion,

insurrection, adverse weather, government or de facto governmental action ( unless caused by acts oromissions of such Party), fires, explosions or floods, strikes, slowdowns or work stoppages.

Gross Payroll" shall mean the sum of the payroll numbers that COMPANY or an Affiliate reports to

the Texas Workforce Commission quarterly for FTEs for the four preceding consecutive calendarquarters ending on or prior to a date of measurement under this Agreement.

Improvements" shall mean the approximately 85, 000 square foot facility to be constructed on theProperty and other ancillary facilities such as reasonably required parking and landscaping all

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together, which shall include a new real and personal property investment of twentymillion dollars ($ 20, 000, 000) at time of completion and have a minimum Brazos CountyCentral Appraisal District Property Valuation of fifteen million dollars($ 15, 000,000) by January 1, 2019,and as depicted in Exhibit " A" attached hereto and made a part hereof.

Property" means the real property comprised of approximately 8. 6 acres more or less and asdepicted in Exhibit "A", not including any improvements constructed on such real property.

COMPANY" shall mean ViaSat, Inc., a Delaware Corporation qualified to do business in the state ofTexas.

Premises" shall mean collectively, the Property and Improvements following construction thereof, butexcluding the Tangible Personal Property.

Tangible Personal Property" shall mean tangible personal property, equipment and fixtures,

excluding inventory and supplies, owned or leased by COMPANY that is added to the Improvementssubsequent to the execution of this Agreement.

Taxable Value" means the appraised value as certified by the Brazos Central Appraisal District asof January 1st of a given year.

Article II

General Provisions

2. 1 All of the above premises are hereby found to be true and are hereby approved and copied intothe body of this Agreement as if copied in their entirety.

2. 2 COMPANY covenants and agrees that it will construct the Improvements, and operate and

maintain its business on the Premises as set forth in this Agreement, and for the time period and manneras set forth herein.

Article III

COMPANY Obligations

3. 1 Construction of Improvements. Subject to events of Force Majeure, construction of the

Improvements on the Property must commence no later than January 31, 2017 ( the " Start Date"), and

COMPANY shall notify the CITY of such Start Date. There shall be Completion of Construction, and allnecessary occupancy permits from the City shall have been issued and COMPANY shall be fullyoperational as set forth below in Section 3. 2 by no later than April 30, 2018.

3. 2 Occupancy. The COMPANY or an Affiliate of COMPANY must continuously occupy and usethe Improvements commercially as an administrative and network operations center including customersupport ( i.e. billing and technical), engineering, warehouse and/ or other functions relating toCOMPANY' s global technology communications business commencing upon Completion of

Construction and for each year for which there is a Cash Incentive.

3. 3 Jobs Created. COMPANY currently employs 130 FTEs. By the end of the second yearfollowing Completion of Construction of the Improvements, COMPANY agrees that it will have createda minimum of 150 new FTEs with an average annual salary of sixty-four thousand five hundred dollars

64, 500) per job, for a minimum total of 280 FTEs, which COMPANY agrees to have and maintain onthe Premises for a total of five years from the date of Completion of Construction of the Improvementsthroughout the term of this Agreement. In addition to the current annual payroll of seven million six

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hundred thousand dollars ($ 7, 600, 000), COMPANY agrees that by the end of the second year followingCompletion of Construction of the Improvements, it will increase the annual payroll by nine million sixhundred thousand dollars ($ 9, 600, 000) for a total annual payroll of seventeen million two hundredthousand dollars ($ 17, 200,000) according to the Texas Workforce Commission records for full timeemployees of COMPANY at the Premises. This payroll increase must be achieved and maintained in

conjunction with the creation and maintenance ofjobs as recited herein.

3. 4 COMPANY Reimbursement and waiver of Cash Incentives.

a. If COMPANY does not have timely Completion of Construction and/ or fails to occupy thePremises in accordance with Sections 3. 1 and 3. 2 of this Agreement, COMPANY agrees to reimburseCITY the cash value of all Fee Waivers the CITY has provided to the COMPANY hereunder excluding

any reimbursement payments previously made by the COMPANY. The COMPANY shall also

reimburse the CITY for any and all reasonable attorney' s fees and costs incurred by the CITY as a resultof any action required to obtain reimbursement of funds. Such reimbursement shall be due and payable

120 days after the COMPANY receives written notice of default accompanied by copies of all applicableinvoices.

b. COMPANY herein waives payment of any Cash Incentives for any year in which it fails tocontinuously have, operate and maintain the Improvements in accordance with this Agreement, includingmaintaining the minimum required appraised value, FTEs, operating in the manner represented herein,and being and staying operational and to reimburse CITY for any Cash Incentives made in contraventionof the terms of this Agreement.

3. 5 Reporting Requirement.

1) While this Agreement is in effect, annually within 60 calendar days following the anniversarydate of the Effective Date of this Agreement, the COMPANY will certify to the CITY that it hascomplied with the terms of this Agreement and provide sufficient written information, records, anddocuments, to support its certification of compliance. Additionally, COMPANY agrees to report whetherthe required jobs to be created and maintained in accordance with this Article have been met by the end ofthe second year following Completion of Construction of the Improvements, and every year thereafterthat this Agreement is in effect, as certified by a Certified Public Accountant at COMPANY' s expense,and signed by a legally authorized executive of the COMPANY.

2) COMPANY further agrees to provide documentation, including, but not limited to, TexasWorkforce Commission quarterly reports, demonstrating that COMPANY met the employment andjob creation targets for the preceding year when required.

3) Upon the City' s written request, the COMPANY will promptly provide to the City anyadditional information reasonably necessary for the City to determine if the COMPANY has compliedwith this Agreement.

4) The COMPANY will allow the City reasonable access to the Property during regular businesshours to inspect the Property and Improvements to verify that COMPANY is complying with the terms ofthis Agreement.

3. 6 Compliance with applicable law. The Property and the Improvements constructed thereon at alltimes shall be constructed, operated and used in the manner ( i) that is consistent with CITY's Code ofOrdinances, as amended, including its Uniform Development Code; ( ii) that is in accordance with all

applicable state and local laws, codes, and regulations; and ( iii) that, during the period Cash Incentivesare provided hereunder, is in accordance with the Joint Agreement and consistentwith the general purposes of encouraging development or redevelopment within the Biocorridor.

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3. 7 Ownership. COMPANY agrees to have it or one of its Affiliates continuously occupy andconduct operations on the Premises for a period of at least seven ( 7) years from the Effective Date in the

manner set forth in this Agreement. COMPANY may sell, assign or otherwise transfer the Property to athird party to develop and/ or to act as landlord of COMPANY. In such event CITY consent shall not berequired provided COMPANY continues to occupy and operate the Premises within the time and in themanner as set forth in this Agreement.

3. 8 Disclosure Requirements. When applicable, COMPANY agrees to comply with all applicabledisclosure requirements, including those under Section 2252. 908 Texas Government Code when enteringinto a contract that requires approval of the governing body of the CITY unless falling within certainexceptions, and Chapter 176 Texas Local Government Code for vendor disclosure requirements for

certain business relationships with local government officers or their family members.

Article IV

CITY' s Obligations

4. 1 Fast Tracking. CITY agrees to expedite by fast tracking the process for COMPANY to obtainany and all necessary CITY permits related to the Improvements.

4.2 Cash Incentive.

a. Subject to the terms and conditions of this Agreement, and provided that the combined

Taxable Value for the Improvements, Property and Tangible Personal Property is at least Fifteen

Million Dollars ($ 15, 000, 000.00) additional value above Base Year Taxable Value beginningJanuary 1st following the First Year of Cash Incentives and as of January 1st of each year thereafterthis Agreement is in effect, CITY hereby grants an annual Cash Incentive to COMPANY in thefollowing amounts expressed as a percentage of the Shared Revenue ( as that term is defined in the JointAgreement) actually received by City from the City of College Station for the Property described inExhibit" A".

Year Annual Cash Incentive

First Year of Cash Incentives 80%

Year 2 60%

Year 3 40%

Year 4 30%

Year 5 20%

Year 6 10%

b. The total amount of Cash Incentive will in no event exceed a cumulative total of forty-threethousand two hundred dollars ($ 43, 200.00), at which time CITY' s obligation to grant Cash Incentives to

COMPANY ends.

c. CITY will remit the annual Cash Incentive to COMPANY no later than March31St

following

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the First Year of Cash Incentive COMPANY meets all the requirements entitling it to such payment.

d. During the period of the Cash Incentives herein authorized, COMPANY shall be subject to alltaxation, including but not limited to, sales tax and ad valorem taxation; provided this Agreement doesnot prohibit COMPANY from claiming any exemptions from tax provided by applicable law.

4.3 Right to offset. CITY may, at its option, offset any amounts due and payable under thisAgreement, including Cash Incentive payments, against any debt ( including taxes) lawfully due toCITY from COMPANY, regardless of whether the amount due arises pursuant to the terms of thisAgreement or otherwise, and regardless of whether or not the debt due CITY has been reduced to

judgment by a court; provided, however ( i) CITY shall provide COMPANY notice within thirty ( 30)calendar days of determining that any debt is believed lawfully due to CITY from COMPANY; ( ii)

COMPANY shall have an opportunity to resolve or pay such debt to CITY within thirty ( 30)

calendar days after receipt of notice before any offset to amounts payable under this Agreement mayoccur; and ( iii) COMPANY retains all rights to timely and properly contest whether or in what amountany debt is owed to CITY, and CITY may not offset any asserted amount of debt owed byCOMPANY against amounts due and owing under this Agreement during any period during whichCOMPANY is timely and properly contesting whether such amount of debt is due and owing.

Article V

Conditions Precedent

5. 1 CITY' s obligations under this Agreement are contingent upon the purchase of the Property by theCOMPANY or its assignee who will act as COMPANY' s landlord for the Property, by December 31,2016, in accordance with that one certain Purchase and Sale Agreement a copy of which is attachedhereto and made a part hereof marked as Exhibit " B." Likewise, COMPANY' s obligations under this

Agreement are contingent upon its purchase of the Property.

5. 2 This Agreement is conditioned upon the City of Bryan approving this Agreement as required underthe Joint Agreement. Furthermore, the Cash Incentive set forth in this Agreement is contingent upon the

City of College Station approving a similar Economic Development Agreement that is approved by theBryan City Council.

Article VI.

Term

6. 1 Term. The term of this Agreement shall begin on the Effective Date and shall continue until

December 31, 2024, unless terminated sooner pursuant to the terms of this Agreement.

6. 2 This paragraph is required by Chapter 2264, Tex. Gov. Code and governs over any conflictingprovisions of this Agreement. The COMPANY will not knowingly employ undocumented workers as thatterm is defined in Section 2264.001, Tex. Gov. Code. If the COMPANY is convicted of a violation under8 U. S. C. Section 1324a ( f), the conviction is a breach of this Agreement and the City Manager of theCITY will send COMPANY written notice that the COMPANY has violated this paragraph and that theAgreement terminates 30 calendar days from the date of the notice.

Article VII

Default

7. 1 If COMPANY defaults in any term or condition of this Agreement, then CITY shall not beobligated to provide Fee Waivers or Cash Incentives for that year in which the default occurred.

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7. 2 CITY shall give to COMPANY notice of any default. To the extent a default may be cured,COMPANY shall have the right, but not the obligation, to cure the default within thirty ( 30) calendardays of receiving written notice from CITY. Ifthe default cannot reasonably be cured within a thirty30) day period, and COMPANY has diligently pursued such remedies as shall be reasonably

necessary to cure such default, then CITY shall extend for a reasonable additional length of time theperiod in which the default must be cured. If COMPANY fails to cure the default within the time

provided as specified above or, as such time period may be extended, then CITY at its sole option shallhave the right to terminate this Agreement with respect to COMPANY, by written notice toCOMPANY.

7. 3 It is further understood and agreed by the parties that if COMPANY is convicted of a violationunder 8 U. S. C. Section 1324a ( f), COMPANY will reimburse CITY the full amount paid to the

COMPANY pursuant to this Agreement, with interest at the rate equal to the 90 day Treasury Bill plus2%(. 005) per annum, within 120 days after the CITY notifies the COMPANY of the violation.

7. 4 The COMPANY' s obligation to reimburse the CITY payments made to COMPANY if the

COMPANY breaches this Agreement survives termination of this Agreement.

7. 5 It is understood and agreed by the parties that, in the event of a default by the CITY on any of itsobligations under this Agreement, the COMPANY' s sole and exclusive remedy shall be limited to eitheri) the termination of this Agreement, or ii) a suit for specific performance.

Article VIII

Miscellaneous

8. 1 Notice. Any notice required or permitted to be delivered hereunder shall be deemed receivedthree ( 3) calendar days thereafter sent by United States Mail, postage prepaid, certified mail, returnreceipt requested, addressed to the Party at the address set forth below or on the day actuallyreceived as sent by courier or otherwise hand delivered:

If intended for CITY, to: With a copy to:Attn: City Manager Attn: City AttorneyCITY OF BRYAN, Texas CITY OF BRYAN, Texas

P. O. Box 1000 P.O. Box 1000

Bryan, Texas 77805 Bryan, Texas 77805

If intended for COMPANY, to:

Attn: Director of Real Estate

ViaSat, Inc.

6155 El Camino Real

Carlsbad, CA 92009

8. 2 Severability. In the event any section, subsection, paragraph, sentence, phrase or word herein isheld 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.

8. 3 Governing Law. This Agreement shall be governed by the laws of the State of Texas withoutregard to any conflict of law rules. Exclusive venue for any action under this Agreement shall be the

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State District Court of Brazos County, Texas. The Parties agree to submit to the personal and subject

matter jurisdiction of said court.

8. 4 Counterparts. This Agreement may be executed in any number of counterparts, each of whichshall be deemed an Original and constitute one and the same instrument.

8. 5 Entire Agreement. This Agreement embodies the complete agreement of the Parties hereto,

superseding all oral or written previous and contemporary agreements between the Parties and relating tothe matters in this Agreement, and except as otherwise provided herein cannot be modified without written

agreement of the Parties to be attached to and made a part of this Agreement.

8. 6 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposeswherever reference is made to the same.

8. 7 Assignment. This Agreement shall be binding on and inure to the benefit of the Parties to itand their respective heirs, executors, administrators, legal representatives, successors, and permitted

assigns. This Agreement may not be assigned by COMPANY ( except to an Affiliate of the

COMPANY which shall not require prior consent of CITY) without the prior written consent of the

City Manager which consent shall not be unreasonably withheld, conditioned or delayed.

8. 8 Amendment. No amendment to this Agreement shall be effective and binding unless and untilit is reduced to writing and signed by duly authorized representatives of CITY and COMPANY.

8. 9 Venue and Jurisdiction. Performance and all matters related thereto shall be in Brazos County,Texas, United States of America, and this Agreement shall be construed in accordance with Texas law.

8. 10 Authority to Contract. Each Party has the full power and authority to enter into and perform thisAgreement, and the person signing this Agreement on behalf of each Party has been properly authorizedand empowered to enter into this Agreement. The persons executing this Agreement hereby representthat they have authorization to sign on behalf of their respective corporations.

8. 11 No Debt. Under no circumstances shall the obligations of CITY hereunder be deemed to create

any debt within the meaning of any constitutional or statutory provision; provided, however, CITY agreesduring the term of this Agreement to make a good faith effort to appropriate funds each year to payamounts under this Agreement for the then ensuing fiscal year.

8. 12 Waiver. Failure of any Party, at any time, to enforce a provision of this Agreement, shall in noway constitute a waiver of that provision, nor in any way affect the validity of the Agreement, any parthereof, or the right of the Party thereafter to enforce each and every provision hereof. No term of thisAgreement shall be deemed waived or breach excused unless the waiver shall be in writing and signed bythe Party claimed to have waived. Furthermore, any consent to or waiver of a breach will not constituteconsent to or waiver of or excuse of any other different or subsequent breach.

8. 13 Construction. The Parties acknowledge that each Party and its counsel have reviewed and revisedthis Contract and that the normal rule of construction to the effect that any ambiguities are to be resolvedagainst the drafting Party shall not be employed in the interpretation of this Agreement or anyamendments or exhibits hereto.

Exhibits:

Exhibit" A" Legal description of the PropertyExhibit" B" Purchase and Sale Agreement for the Property

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VIASAT, INC. CITY OF BR,"

By:Printed Name: gocieler $1- A i\ rt ti 0-i \S m Mayor

Title: vrGe FiteGWattT, purynay Gr GottOn Date: 1 a-- S'= (,

Date: 1,7-- t' 2Olb

ATTEST:

Mary Lynne Stratta, City SecretaryDate: ( al. - I (( p

APPROVED AS TO FORM:

J is K. Hampton, City AttorneyDate: % Z'/ Z—%Cf

A notary public or other officer completing thiscertificate verifies only the identity of theindividual who signed the document, to which

this certificate is attached, and not the

truthfulness, accuracy, or validity of that

document.

State of California

County of San Diego

On December _g, 2016 before me, Harold R. Randolph, Jr. personally appeared Robert J. Blair, of ViaSat,Inc., a Delaware corporation, who proved to me on the basis of satisfactory evidence to be the person whosename is subscribed to the within instrument and acknowledged to me that he/ she executed the same in his/herauthorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf ofwhich the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoingparagraph is true and correct.

WITNESS my hand and official seal.HAROLD R. RANDOLPH JR.

I ?.ase, Commission N 20211.95

NotaryPublic California

i nature

J L41/ (Seal) f anpoCoinSgl hComm. Ex iris r 1

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EXHIBIT "A"

LEGAL DESCRIPTION OF PROPERTY

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EXHIBIT " B"

REAL ESTATE CONTRACT - EXECUTED

TEXAS ASSOCIATION OF REALTORS®COMMERCIAL CONTRACT- UNIMPROVED PROPERTY

on o tNs POW Pe'1e0W wccMKMm mama Clf THE TWAwsO w1eMOP1EM.Tonal* MOW MnMdeelO.OhmMwwrr fraTOaeR u ws

1. PARTIES: Seller agrees to sell and convey to Buyer the Property described In Paragraph 2. Buyer agreesto buy the Property from Seller for the sales price stated in Paragraph 3. The parties to this contract are:

Seller Bryan / traditions, I.R

Address: 4250 a Traditions nr. arum. Tx 72507phone; ( 281) 25o- 093e E-mail: aelemeatzftraditioasrealestate. cos

Fax: Other.

Buyer: Viesat. Inc.Attn: Tina Va], iios

Address: 6155 R1 Canino Anal. Carlsbad. SA 92009Phone: ( 7203493- 6435 E-mail: tina. vallier0viasa;..co:nFax: Other:

2. PROPERTY:

A. Property means that real property situated in Brazos County, Texas at •BAC Parkway

address) and that is legally described on the attached Exhibit A or as follows:

6. 6 acres

B. Seller will sell and convey the Property together with:1) all rights, privileges, and appurtenances pertaining to the Properly, Including Seller's right, title, and

Interest in any minerals, utilities, adjacent streets, alleys, strips, gores, and rights-of-way;2) Seller's Interest In all leases, rents, and security deposits for all or part of the Property; and3) Sellers interest in all licenses and permits related to the Property.

Describe any exceptions, reservations, or restrictions in Paragraph 12 or an addendum.)If mineral rights are to be reserved an appropriate addendum should be attached.)

3. SALES PRICE:

A. At or before closing, Buyer will pay the following sales price for the Property:

1) Cash portion payable by Buyer at closing 2, 247, 696. 00

2) Sum of all financing described in Paragraph 4

3) Sales price( sum of 3A( 1) and 3A(2))

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2. 247. 696. 00

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O 6l pias* raadaismO Ql) dpMcaieetd and etMRrnts other than those the erectly Mom Way* Mom to da

Rnprh:and49_.

a) If IS. Was prtca b adtusted by wire twin--/ 0- 1114_. 1i re me elided mass pries, attar party

may* manes this contract tr/ p'ael*' rdlbn nodes to the otter perry eewtn s

alter the tombradnp party receives the array. d nyder patty tonna** this contrail or II d+evalance Is Sacs than the stated prnntape. to rebuelmenI to die bales prtae vett be nada to tocurt portion at the sabre pdaa payable by etas.

4. FINANCING: Buyer mit Mance the porton at the sees pdoa u sear Paragraph 3A(2) as Moate

a A gird Parr Phandoa. One or more tied party rota in the total arnouM of$The conaacm:

O{_1) a t01 odnlyhgertt upon Buyer obtawno IMO party maestro0( Zl it contingent upon Buyer obtain(' Sod party* anal; in accedence WM em attached

Commercial Contract Rennin; Aodsodrn AR-1931).

B Alfa In soca: lance with the attached Commercial Contac Plnenoh g Addendum( TAR•101),yN vete aaruno the aa* hg promissory note seemed by to Property, veSen bete= at closing ea1t

be$

C Mellidanteui The dNegry at a pronetedry note end deed of treat to Serer under the lamaet the attached Commercial Contract Piercing Mama* ( TAR-19311 r the amount or

t. EARNEST MONEY:

A Nae We than 3 days afar the etteciloS dee, Buyer must deposit$` e. sot 00 as earnest money

outlaws SetIvCoSI. Cwnay Ontecomparet

el a. fvarat ne Dr. a. Oat. eats 77aetrraijeeajiar. eeareaaan Ocher).

it Buys la16 to trey depoll Iter* meet money, Seas met terrine dee= reed or emcee any orSeller's oder remaadee tarts Paragraph 15 by proitlrg written notice to Buyer balora Buyer depaeash eteneel money.

B. dyer 511 dept It an' ar'arbor* mous d$__.._ vett, the Ode compare to be madeMm of the earned money on a Debra:0( q days Mar Buyer'c rUt to ermheoe wider Pinpraph yB eepirse; r

Buys ere be in dele t: It Buyer tai to depose dee eddtawl encore required by this Paragraph bBOres 3 days after Bets routes Buys that Buyer has not tray daposbed the additional amara.

rm.-me t-t.0 melee kr es,stana. sr are ':_ smiles,' Vee+ tar 13

a,. ir.f... e.Cell• Yid.

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Cawnimil Wean•** peed PrepM/ aawrntl v. ..

la varl.uav

C. mora* r„ 1 P. and noaadi hleast

earnest k an Mrait baaRi q mom* at a

0. 11TtE POLICY AND SURVEY:

A

I) Bela. at Bales apses sea banish Guyer an O* ter% Palley of Tide tauter=( Me Ida pdicy)Issued by any underwater of the Ms oonper y inthe armee a me sales plop, deMd a1 a altercbela0. ging Buyer Venal bee uthe(Ue Okay,

his as mama Of attUng: anda) these Mieesceptionsieari

semdtedcontaind In the

pprmaybe

berm

UMepokyhem the

W) the Mend prittsd ppoepb1feconnate proAdes Ottsretea.

2) The sraelarrd pentad waptan as to decrepandea, amines, of enceir sl In area and be udery

Q lani

ranyot b eratedcc Me

pocfprotrusion, of any lc, ping++ proee r

di ( b Gig be amended b reed' shadedea In areas at tete expense ot a Buyer 0 Seller.

3) days

coninetmenet echidnoblena sorer

er ell

Nemereresoedema,

r a this

estepWtorthis Insurancea

Whoa* Bte Me compety to dNrr tie contentment and reseed documents b Buyer el Suyereaddreee

8. Met( Withi,,._5—. days alter the* Ileo.* date:

O( 1) Buyer oil oblan a emery of the Property at Buyer's espenes and delver a oopy at step survey toBalm. The surrey must be made iter a000rdarca eat the: I)) ALTNACBht Land Tab Surreystandards, or It) Taw Society rt elandara b a Catgory 1A surreyrer the eyp cote+ Baler a atnlx

amount) d the oet dee survey at dodng. U attire teleost

a( 2) Sear, at$ Mors agorae, all furnish Beyer a survey Cl to Prosily dated alter the eSsedA dine.The aunty asst be meds In accrtleroe rah the. 0) ALTA Lad The tuner* ism** or

II) Texas Bodily d Prolletonet Stsveyom' era+darm ter a Catapory 1A survey under theeppropnate contain.

CI( 3) Baler ea defer to Buyer and the tin oorrrpeirrr a true lied COMM 0044", 4 SaliVa= et recentatm e1 tie Proparty airy ram an alftdavft mseJmd by the the Conppary ler sppmvd of theeteetty sung. It the mien, survey is rat acceptable to

the d

di essesteem, all edah a new cr spaded survey aonpdbM to 1, 00 SotY a

natesurvey to Boyar and Me Ole ampere, elan 20 days slier Satyr memmemke that Meoxtrdrq survey Is not acceptable to the Ude eongany. De obeinp tele eel be mta dsd dent up to20 drys It necessary fa Site b dotter en acceptable survey Mian the the mired.atryer•ll

c.

1) Amin days eller Buyer receives the canmMror t.Copes ot.the documents etidendng metie eaoepeons, and any required Burney, Buyer may* MI In rating to mated diecbeed In theReim it( a) to meters daetosed are maiden upon to Property or ormderie a doled or

cease a

Buyeontramr sit MUMS

We afen010010111;doehnthcee

a(o

maed

Rems sheerthatt

erreowl or

mdlens tat edProwdy a

TAi-teail i. tae rmsreub krobrarwp Wer. ,— ern Bole icL,•— Plat 90113

y,yaa1". 11. i int tmataa 1N omr. Yid,

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Canty oat Oonratl- Uwntmwd PoomO raearrrre_____.___ NSF @a "-'

apeCal Mood hazard w. fan' A' or' V' zone as donned by Mag. It Paravaph 68(11 sakes,Buyer Is awntoMalsurrey

doodad + mutenPwegrepti

r ( fi the mer of Buyers aced receipt c Me

12)BaiateSaber Movesdisi. objections. The d cite wit be assn dod

t is rot cedgated to, cure Buyer'sas necessary

ottectioret within

would*15 such ems be ctee thedoacdons. If Belot falls to cues the o0jeetlons 0y M rme required. Buyer may teminate diiscontract by prostang a tasn midge to Baer weir 11 dM alter the Urns by which Sand must arethe objections, I Buyer tweaneaea, the earned money, bee any independent consideration underParagraph 79(4). sal be refunded to Byer

31& trees fakir to Brettobisot except that Guyer Oh hnot waive the raNme to to b C alt. cernfioct

of* trona. ureter trio Pawach SC Ise waiter of d,t die to

7. PROPERTY COsl TION:

A. Bojlr m c its the fscp.1ty In as meant a rdtbn except that Soler, at Sailsr' sexpense, cult ooatCsw It,. Wareing before dosing:_ ........

B. fasa yet may tsm*$ ta Ida 0crews b waany reason in..._ IL_—dela alter me

elledkedPdaaa t' asslhity period) by prOVIdn3» r erten rotes 01 tarNrmlan Patti only one boo.)

Mi( 1) 14 811.1 rrmlnates under teas Paragraph 78. O. WW2 matey wet be refunded to 8y.1 taas6) 00. 00 tush Seller WI retain an Independent Oonddaration for Buyer's trradanctedridre to tamribte. Buyer has tendered the independent conederadan to Behr won payment d ohoenc re epedtisd hi Paragraph 6A to the Mle 0omparry TM idepndera oonhidarda n Is to becredited to the ease prfo. Orgy WOO dosing of the sale.$ no dater amount lePruesorentt

weir

orBrefails to de0itet the 011111, 411t mor . Buvar deli not haus tna mom to

twmirtass

12) Not 4aer' than 9

dddaariysParrrtstar tehe

e

s sun. date, Buy" mud Pay Bebe 3 as

Indspendsnt oore(deWOn ice Dyers' pit to* 060. 1.by tendering such mneme b BMer OrBets* agent I Buys bmrnates under tide Paraprspir 79, the cernea nosy Mil be refunded toBuyer and Sell" w9 Mean the Independent 0cee rslbrt The itdeperdent Coneldenaon wit bede hod to Me saes pets

orgy won 0baing Of

Oene. m llar tdamt ' mg ink

P»esswll Where We

0

C.) naoeWons. Sides. or Mtifintps ac

I) Burro the basbity period, Buyer, at Buyer' s aspen... may ooep ate or cause t0 be oompbtd.any and dl Inspections, etudes or asse0enents of ter Property( icludno all improvement; andnearest derided W ElYer.

21 Buy" suet:smptoy oNy emndd and quelled Inspectors and assessors;i iJty Stan, In ad erre, of when MInspectors Or tSeasora w8 be on the Property;aide by mr y resorbs eery new or nequ^ em"+ a of Seller,not Interim wit ertettrg operators or 0ccupsroe Of the Property; rd

e)rc11 sawedondition to tnpacdoa studies, Cr

manta ran Baes wnpema or aee be completed.

TAR Mb t. t- IS tet. kd ex Oesettarbn Or Seer ft_ eel a. r.'1 _-... Paced NU

n,.- rr.....11. 5M' 0' reo- l.. 1. r,, 1ieami1-] MFCM- vMaY

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OOesnerai censer• uoweret emceesence^ii Inc arvsIwaL_.

31 Except tar Mose neuro nit arise from the negligence a1 Soler rr Sebes agents, Buyer israponstls for any drink habity. enwlitrincs, cease of action, and operas msullng fromSuys's Inspections, slides, or assamerae. Included any property dtenzge cr pentane Mikity.Blow oil Irdemrly, hold bemires, end* lord Saler arta Seller's a eilts against any claim•inching a manor lir which Buyer I responsible under its pararsph_This pereg aph survivestnmimearr or centred.

D.

I) Dsbargillisizegiggrelego,Men___10 . days met the eteche dale, SOW oil debar 10

Buyer Mihai* Pk)D ( a) peen it ell anent leases donating to to Property. betiding any aodMraasrs, oupptetnents,

or srsrsileras to pre leases;O ( L) tones d al rues and deeds of Wet motet as Properly that Buyer alk assume or that Seder

ail not pay h lid an or betre cleans,Y ( c)* 3Com or as porn= environmental aeessimir s, geoleJi Taal reports, sodas. or rWyes

made on or rot/ Ma io lie Property,O ( d) WOW oropafy ter stsIvwds for the Praparty for dm pmts s 2 calendar years,o ( e) plus eine Pioteiy:i (l) copies at curried utility capacity MMus hos the Property' s water add sewer career Pewter;

ad

o (tt_

lyy __ e des ooreed larrnlnulSS Ion any mason. Buyer nil, rot bier

tantodarts amen is wmwmmn ass: raw* aY Mar aAob•JII ( a) return to Bala at these kens deathbed In Paragraph 7D( t l dna Seller delivered to Buyer in

caw then an electronic formal end al copses that Buyer made at arse hams,O ( b) dinar or destroy al electrode vorstma of dew bans resorbed in Paragraph 70(1) her Seller

dalWreo to Buyer or Buyer copied; andO ( c) dither copies of sit Mopedten and assessment moons related to the Properly diet Buyer

completed or caused to be ooaiMed.Thea Psragsph 70( 21 stens immolation at nos contact

E Cargra e.Alle to Operations: Lilt dosing. Saler:( 1) wit operate dm Property In Me same manner ason Me dkdws dein under masasbry prudent bottoms eterdmee; end( 7) wM not trander or disposedrpart of re Property, airy Interest or right In dee or any of 1M preari opsaperbarns descbed h Pagpmp<r lb a sold order this centred. Mar terwtblly period

mosey a

ds. War mayrot enter Yeo, mad,or terminals any oiler castled thai ateae dee cperstbne ci the Property* MoutBuyer' s wrilen approval

a. MALES:

A. Each written lease Saler is b assign to Buyer truer this wears must be h lot troy and snortsombre) b ea tonna Seller may not erre Into any new lease, id to comply wth eery easing lease, onmake any amendment or momtaton to any adelerg leans WNhout Buyer' s written canon. Seller matdisclose. In wrbirc. tarry of dee rcltewtng sesta me lens Serer provides the teases to IM Baer orsuMsqurfy Doan belor'e dosing:

1J any forum by Sebe to woe* elm Baler's obligators under the Meese;21 wry dinxnsf. nCee tinier arty esu that shite the Want to tenrinees the teen Cr Bede any Cows

or damages3 any drtre a sums paid W a fawn under arty Wee;

sem-

yrse.nott IA 1e 111aiei to Wr/fdbn to ear ..-- ns suyir ._ Pups e11,3

errr.yn.. q w. rt sun nus.w•.a n..... r„r,0*eeraarrr 000• Vas+

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000. 00011. Calffet halinWADO M+mneM ewer*.-. MSC easkaav

4) any oorenelon$. bonuses. free tare, rebates. broherape oammsscre. or other welters Met Whatany lease; end

5)te1

amounts' been assiasect or eaum0and saoepWs Security

t 0) assured

payabletakenridgethe

deo underms ouninta

B. Elllt*it Qugibetea Wen days atter the elective data, Seller al dream to Buyer eacepercertificates sued nal earlier den by each Ismail that leases space•In the Property. The estoppel certificates must itdude the alli0190ne contend In tie currant versionor TAR Fenn 199E— Cat1*no si Tenant Emma Cedlecsta and any add/Banal tdxmalion requestedby a Mrd platy lender prancing Irrnaip under Paragraph 4 e 9e Mrd perry tender regulars suchad: Menai rdonnslon at hoar 10 dsya prior 10 M abreast data gut Seller Ray deer Me signedestreical certifiable

11. BROKERS:

A The brokers to MY saki are

RU's0si erear:'JraditicOt Mal EhtaM _ Compiwiens& Nor:apes

Aaerea. Arncer CLr4Ea. Jr. Asa.

sonny 2144 IYadltL 1llyA. Adams

E>Se0.. 2asae 97007

mese aea. cm! MO-MI __ Awe 11.:

E+ri• +......a. awr re ena i g. rwt

Werra 142 as tat.. ma { 02] 15 lwaw b:

Principal Broker:( Glace o0 one bar) Cooperating Btchw apnoeas Buyer.m represents Selo onlyO reprover.* Buyer Welty.o is an intermediary bas>esan Seller and Bayer

8. Egos( civet only( I) or( 2)baba)Complete Mae Agreement Between Bream on page 13 orrY Mrs seNcbd)

I) Seger al pay PrIncipel & Cher the fee epacihed by separate erten oommesbn* casementbetween Principal& oke* and Selnr. P.' knied Braker se peg Coop tetino Broder Ita res specifiedIn the Agreement Between Broken) found bolas the parties' signatures to 91ts Contract

m ( 2) At no dasro of: ns sale. Seller aril per

Aecpol Braes a total ries 1w al: Cooperating Broker a plat rah tee atm T. 9e0_ 14 of the Wes price. S or be settee price

The cash tree will be paid h _ Emmy County. Texas. Seller authorizesthe tab company to pay the brokers Eos the Sellers lamina at closing

M0lICE: Chapter 62. Tarn Pr psiy Cada suMalres a baker to secure at earned mrnnaseionarch a Sees egattot Me Popery.

C The per5eO may net amend Mb PeraOraph 9 w1F, aul the velem consort of the brokers elected by theamenb*Mra

TM Iet) t,• 18 mars let etenttale ht Srrw _ and Iblor' Ct, , ewe 10 17

wr.a. r a1. ekrwkw kerwrrrares.*errata raters e.. G• vIda

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Cows sur commaUwnprowa 1' nparty conermrra _--.._ _ . IOC Ps: foray

10. CLOSING:

A. The date of the dosing of trio sate( closing dale)*1t be on or Mame the later or:1)

0

days abet the

expirationoec teSthe e)asblity period

s02) 7 days after o1$ecliens made under Paragraph BC rimae been cured or waved

B. k either party We to done by the closing date, the non detauang party may exercise ars remade* inParagraph 15.

C At closing, Sate wit execute and deriver, at Sellars asprnso, a Cl genera m specsiwanantydead. rhe deed mut laded* a vendor's ten If any put or tris sales prime Is numb The deed mistscrewy good rd iidefeasttie Mu to the Property and Maw no aaoeptbrs other than aaee permittedorder Paregaph 6 or other provisions of the corned. Beller must convey ttie Propeity:I) with no hens, aeseeamer4k a otter some* brlerasa agent the Property ehch wit not be

Waled oul of the sales price, oleos* souring bans Buyer essumes;2) widest any assumed loom In default. and3) wIth no

sears except m orderMy the action leases sere

pen ol Med

oru lessees, tenants et oilers:be.toBuyer undohis contract

0. At dosing. Setas, at Sdlefs armee. WI also detest to Buyer:t) tax statements ehoWrq no delinquent taxes on thie Property;2) an aeeigswe, of a9 leases to or on the Praterty.9) to the extras aseemabbgrtr. an easient to Buyer of any lunette and permits robbed to the

4) wrolder+ee that the parson executing els contract Is* path capet a and ret ertied to bind Sdor,IS) en aIBdavM acoeattbte to tho title** merry stating that Samar is axe a toregn pawn or, II Beier Is a

ensign person. a wean eulhoritabOn fe the UlI= Nary to:( I) withhde horn Se1We proceeds anamount aufades to oomph apploade Sas law; and 110 delver the amount to the* tenial Re+rernreStrvhu( IRS) together alto approprlete W Swim; and

61 any r atiae, statereants, certificates, amdeues, rabases. and other dm* tinnefte requited by thiscontact, the oornmilmaot or law neseseary for he dosing of the safe and hsstWlW of the toopotty, se o1 efich must be cornptated by Seller M necessary

E At dosing.Buyer wit:r) pay the saes once n good hinds aoaptatie to to plea company.2)duiwer outdone that the parson MOWN plea cornrart is legally capable and surtiatrad to bind

Buyer;

9) sign and sorb to each tenant In a tease tee arty pan of the Property a written statamert that:a) ackncWedges Buyer has meshed and is responsible to the tenant's tato" depose: and

4) lban umpban

s the atitter

lb*

eees than kit effect::ai

seer" Pnsn;

5) execute and daavet any notion, statrrarts, verificative, or other docunwrts rewired by thecurbed or* w necessary to dose the* ata

F t/nass the parses epfee otherwise, the dosing documents all be as bard in the basic toms In thecurve odtion of the Stas Bar at Tema Peal Estate Form Manual watcut any additions clauses

I I. POSSEBShON: Sears wit More poaseeston el the Property to Buyer upon dosing and funding of tri* seteis its present oonollton with any repairs SOW* oblgated to compete Lader Mb waned, ordney wearand tar esapeed. Any pose eslon by Buyer bribe doling or by Sale atter dieing that a not arttottedby a upstate wiUten base agreement a a terdord-0enent at atulerarce relethonsh* i batsmen Rte partes

tray-got11• i. te meterro wrntaaenwsaw,..._____ ant osL.- Poet tau

ltiwa f...W * Se ear war. e. a ryas astir leen wWY Mb Mk•\ 16M

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Ce, mr nW Cereal• UatT w. ed mer eentan g _._ _ 6IC Palen y

12. SPECIAL. PROYI Q 8: the IcSoarg special pis+4PM and tee Wraoi In Ow awns d a nodalawl other proMnbm d this conewt.( b woad women' we adtafned M an Addended danW WeAddendum bore aid nribrsnce4M Addendum in Pene rR:e 220,1see aeseede-

13. SALES EXPENSES:

A ( i 1: 11 Ssao all pay ton On Wowing at abets," dosing-t) rNeaaas 01 sedern0 MMS other than Musa fiats ateun,ed by ewer. kdtdng prepayment per& 11e

and racatiutp lase

1mimes DI Selena loan Utility, II apptcedle;

8nnrbtaxani o oartlliodes:

a OfeesWeflOn of the deskSI onshellawit wear faxBI coria to food any rigorism to out the ateadlona the! Seim mutt ours. and71 odor eganwm that Belo wet pay under Whet provisions of this oontracl,

B Buyer all pay tot the fdbunp at a batons doehpt) WI aapmrss and les: 31 mutation of any deed el buske) r. dig lees acto he ed and any deed d Mart.e3 premlxns foe Rud araraarrw as may be ntguted by Byers bider:II crohail Ot any mow Ma;Il efts' empansee that Buyer wit pey undo other provldorm at this oantract

U.PRORATIONS:

A ____.

t) leddeat an any weaned Wan, area, rotas, and any moods reieUraenues Irom tenants edl beprorated through the doing tteta

2) It its amount of ad valorem tela b the year h+' Mich the ends closes is not sealable on the steeddate, tams WI be prorated on the base of taxa esseuel In to pesetas year. II ale taxes Pr thetar h vdreh aro sale dons vary hem the emourt pronged at deer*, to parties*4 adluN therotations sten the tar anatomies for l* leo In which the sale awes became moiada MsPareptaph 141( 3) aureole closing

3) II Burro assures a tow or le to the 11w Property sutepd to an existing lien, Saler rip Wermer WIreserve depodb Mid by the leader to the anymore of tame, Mance Premlums, ate Whetdevote to Buyer at dosiy end Buyer all tertente sure emote so Saler by an lardeu lataa4uelment at dosing.

g resit TTdqiaaaa: It Sates use a clangs in LSO d the Property Wore do the remits In the easement

be the a of theSdiet.paratSDS,Of

his

sustale Ofrt UN 01 the Prape tter chelni

mumsasessonantsll

editions! aaaawnais for pedode Odom ctoshg. the aesesaamerM sed be the cdlpstbn a Brut ThisPaaprsph 1416 survives cioauq.

C. fleet and Solute Dewitt Al closing, Seller wettender to Buyer' al no" deposes and the tdkwing

edam payments naked by Saler for puede ater closing: gaped expenses, adrsce mrdW

RAW,teat r- t- ee tined la Nnrelorbo by Baler..__ and liyar`f3._ Pear e d 19

fr......v..ew see w. rowwhoa unwor+,..sta ra w..cn-%tier

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W...../ Pt C.aaax tlniraromi PsPer ESC Paxknav

paynants, and other adnnoe pgmnri paid by manta Hems prorated to ar party but received by eveother party wit be rands* by dm recipient to die party to whom it we.prattled within 5 days alien 4q rentis reotived. THs Pampa* 14C sundries Wag

1E. DEFAULT:

A H Buyer tele to comply with Phi= Mad. Surd le to default end Seta, u Sae' s sale remedy(ke),may trombone* tit centrad and receive dm seined money, as srruldded canape for Buyer's bribeexcept for enydami es rowing from Buyers iepocllorr, wades oramemmerte lel mordent* withPuaoaph 7C(3) wnch Saler may puna, Cr

CI * fora rYspe padormanos, a slur such other relief as ma be provided by law.

B. It. wiord fault, Seller is Wade within the lime allowed to deliver the* eked. armleetes,savoy a Meoonentasra. buyer may:

1) inoses tat centrad end recoil the awned money, lees any Independent caruderatan under_ParuQaph 78( 1), es equaled damages and as Elapses sue forsock. or

2) Wend the bone of peaorrnorce up to 16 days end the eating wee be eoarc11Zi as necessary.

C. Exempt as prodded In Paragraph 158, H Seller fent to tangly with tie contract, Sally is in default and

11termor** Pita connate and active ill say r llas WV Independent oorrekteratlm webParagraph 78( 1), as igtidrbd damper end as oda remedy. or

2) edeas waftlc pego man a,a seek Sufi alter as may be prodded by law, or bah

Ii.CONOENNATION: It lobe doetng, cordsmrrdon proceedings are commenced sprint arty part at theProperty, Buyer mar

A carminate tie corsract by provdrg wreten notice to Beller eehin 15 days altar B.yw Is adveed d theccrdoanatcn proceedings end tea earner money, lees any Independent eonadsration paid uniteParaprsph 7B( 1), wit bs returned to Buyer, a

B.

up)per and defend h Rte emanation pro eednge and any and wit. al Buyals elmttar, Wang to:

I12) ewer and the oases pies alt nel be'

edgeSeilerend the sales price it be redboed dhe Berns errroue or

17. ATTOIMIEY' B FEES: It Buyer, Seger, any baht, et the titre co parryy is a pmaaing party In any s>palp+axedlnp bre ipht ardor or VIM neWE« on fo the contract or( hi beneect o such party le salad to mowerfrom ew norpawllsp parties an cats of such poceadhp and rateable attorneys pas This Prapapn17 survives lamination of dile mamaand

111. ESCROW:

A. At closinp, ter earreet money wit be wan Inst 10 any cash dam payment, tan to Buyer' s dotingcoats, and any* eau well be retimld to& per. P ro doting coats. the tide company may requirepayment of unpaid expenoas tarred on behuf of Ow wages ands erten release d laity Mew Wewoman horn U portae

B. If one party males ivied demand or the earnest money, the lila company MN woe notice 01 fludemand by pro idl. to me ddwr party a Day 01 the demand. It the 81e company does not receivesillier objectors to da dasard born the ether petty wan 15 dap ata the dale be fids company sentthe demand to Me other party, the dile company may disburse(hr sanest noway to the petty rrhirgdemand, reduced by Ma amt,* of unpaid asperses Marred on behalf of the party recehlg thesones( money and the the= wide may pay Ole eanw so tha Indlo.re..

tial 00211. l-fe Waled lel rr . r/raaov ty stew G-,_ire a le I _.__ Pip a a 17

r.. man. ern. r er.M. n•r.411.., rhal.....wereel rare inc.,

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Carwrwatd Canon• taitopri• d n• Pty encoring ___ __... RFC PerkwY___. .. ..

C. The title= marry wit deduct try irdependen caetderatlon under Psswept 78( 1) Whore disbursingany earnest money to Buyer and w11 pay the independent aonsiferation to Sebe.

D. It Me leas= parry complies wIth he Paragraph 18„ each pay hereby rraaaas the Mese Congos) hornall darns related to the disbursal of the tenser money.

E Notices under this Par preph 18 rust be earl by eertlted mat, return facet* raprtaed. Noires to thetine can arty are enact** uta+ramp*by the Ste company

I' My patty WOO srtongtltly talo or mime to tat a release acoepbbb to tie tide sal aey within 7 daysatm receipt of the recpent wig be Sable to tel* ether piny tor( I) damages.( I) the earner merry;( N).reasoriebre a*tornay'l bas; and( k+)at coated set

G. 0 Setter 0 Buyer handle) ed complete Mb transaction as a pan d an exchange d* kestrels propertiesr edcrdence nth Seddon 1091 d the kwanel Revenue Code, es amended A4 soperwa inaoaneaaort with the oontanplata0 adores wit be peld by he eeahenghg pay. The other eery nIlnot baa any agog* er Meaty wah reaped to the eata+ee. The putts: gree to cooperate Sib andin good bath to melte and consummate the eadrhge as es to comply to the madmum mash balevnh the pea1k Mks 01 Becton 1031 of the IntMMt Amen* Code. The ether provisions at Ma contractMI not be allet ed in to Wert tie contempt ted. estw a tab eo soar.

Ig. WTEIVAL FACTS: To tee best of Selbr' e kneetoi a and belt-(Choc* any one boa)

0 A. Setts ie not aware at any mapiel dlecla to 1M Property accept as stated In he attached Commands'Property Condterh Statement( TAR- 1408).

II B. Except as aehenitee provided 0' fhb contract. Seller is not aware of:t) any subsurface: structure*. ppffeae waste. sDdnnp, or bnpdNmanb;2) any parry or threatened hen.= damnation, Or aeleeemmnl affecting tie Property:9) any ansfrohnenid Wards or cordless that materfety affect Me Property;4) wheals the Proper, Is or tea been used let 8th alorepe Of deposal of hazardous mredab or MSc.

siesta, a dump she Or land**, or any V'degtound tanks Cr° treaters;IS) whether radon, mattainig awwlM/, urearonnatlaryde ban terAacn. bedaaaed

peke, 1000 mold po is abed hal it atenereely eters the health d ardnary occupants), or dewpokusnp or coeswdnanta of any Altus Are exist or ever existed on to Property;

1 any remands. as dated by ledarel or Stale tee O re9uIaibI- on the Propertyany threatened or endangered epecite or ter basket on the Properly;any present or past infeetatton of wood-d aroying Insects In the Prcpertyh* nprovama hs;

e) any contemplated maleoel changes to the Property or su*oundUp are* Pat would insanely anddetrimentally elect the adtwy use of is Properly;

10) any aa>dllon on tie Property Mat violets any be or adlnana

Dasmho any aaregOna to( f).( ro) 0'Paragraph 12 t an soaendum)

20. NOTICES: AI nodose between the parties under tee oa+bect must be In wee inga and are effective Ownhssddetveled, malted by candled nll return Meat sWeeled, a Ura by taaimrb trahurrsbn to theWigs a# esoes or laconic numbers stated in Perepaph 1, The partes wit sad copies d any noticesto he broker reoreeenting to party to sham the notices are sent.

IS A. Seller also coreanta to owning any notices by mal en Sders aa'nd address stated In Prapreph 1IS B. Buyer also consents to receive any notices by e-mel et Buyers small address Staled h Paragraph 1. •

21. DISPUI! RESOLUTION: The partes agree to neeosele in good lash In an altorl to resole any deputerelated to tie oanrad the owl she. t the depute cannot be rase/rad by rep:Slason fan pates witsubmit the depute to nwdaaort batons resalrg w mkbatan or ltpaton and Worm/ft dere the mea ate mutaaey acceptable modeler. Thio paragraph swam* amination of this contact This peragrapn doesnot aedde a party bora peeling abatable nag tone taut of competent( udedctbn

ran. 1100 1. 1. 11 Mind krbletl tsbn by9olo ._-.. ale airy rmy., oa IS

I. e. nr. Yr. rMo.. Yr1NF WOO ronWanLro.MIR.rara.{Lt- nid.

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Gcwrwadal Genoa• dimmest Nam" arreeurs Arc 2a] tor

22. AGREEMENT OF THE PARTIES:

A This contrWt is prong on the herbs", breis hairs, ace a ors, ropesenWine, succeeaora, andmortiseded assigns. This mrtrac is to be wr. n» d In as wdana rah the Ion a the sate of Toss tiany Wm or= MUM a this wand shall be Mid to he Mala or Anatoceabk, the remainder or 0*coveter shall not b. abetted thereby.

B TNs contract contains to robe agreement d the parties and may rot be changed accept hi may

C. 11 this oorarad ie eaedad in a number of ider& al counterparts. each counterpart Is an mond and dlocuraerparts, calectirely. constitute one a gree ort

D. Addenda wMdt me pd at the contact any( ON& ad that* pin1} Propetty Ceecdptkn Eshllt ldandled In Pa 2;

o ( 2) CommerciaOonbaolfhrricigAddna as AR• 19c11);o (3i Comrardal Poverty COnallon Stalwart Afl•1409I;o ( 4) Commode Contract Addendum for Spud Provisions( TAR-1940(;O ( 5) halloo to Podded d Real Proparlr In a Fiber District( MUD).O ( g) Abandon tar Coastal Amos Property{ TM 1919)O ( 7) Addendum for Properly Loabad Saimard of the Gu9 Mtrsooedal Watsrwsy( TAR• 1916),O ( lt) etrraesion About Bedtrage Srvaas{ TAR•2501); erg0 ( p) Sproosa3_rmvlaims& edendue

Nage canerv. or raw masa* roklinle uncap awrAw ase r arsine aaMrr Mel•••/ peehiilr

as re."" err Ever Ckrerra a frost apearW at WM» awhahwra t> rw rut a.reeV

C. Buyer • may 0 may not resign tit tontsot. If Buyer assigns this contact, Buyer riti be MoodCa OM future iaWM under this contact only E 994 assign.. assumes, in offing, all obyetlor wdheoWy ot Buyer under tie corset

23. TAUE: Tree Is at the essence In this cop tract. The parties require stkl oarpIvoe wth the* nes torprbm c. It the last day to perform under a provision d Ns contact tela on a Saturday. 9+dr/.regiei Mlday. the Into for psrtomtanw b mtrded will IM and of the nod day which Is rot a Saucily.Sunday, r meat hoidey.

24 EFFECTIVE DATE: Tho ansosve data ol Mit convect for the pureese of patanrarra ofd atrlgslidt isfro data the title company ramp* this corers* air al paries airmails this caeca

20.ADDITIONAL NOTICES:

A. Buyw should have an ebbed covering rho Property,.. wined by an boner d Buyer's seliWon, orBur( sitawd he lurriabed rah or ddatn a tide pal&.

B. It the Provrty is abated in a Ally or other atalutony coaled Arida prootdrq* Mir, lowor, Menge.or flood ental babies

c

qandaamloes. Clapl. r 49. Uta 1WMr Code, sgWrw Sear to ddvr and

thur oMora

thettmetary

ne01tl Mating

otot tan We, bonded tndebtedw0.or standby fees at to

districC. Nolte Segura by 113257, Wear Cade_' The real property, described bolos, that you ars about topurchase may be bated Pt a oertltiaaed waw or* crop bents saw pact a suttwrtsad hp ice toprotide onto of sawtr srMca to the proverb' s in 194 ortawfad Woe. t tar a located it a

corbel:Ned area there may be apace meta or dargae that you Oil be to pay bels you caferealm water or war sera*. There may be a period roared lo eoretnot Inas or carer babesneosesery to provide astir or sewer asMce to your property. You am staved to detersirro 9 toproperly Is in 9 conalcaled area and strata Be leaky scrota provider in dooming to coat tat tar

TAR 150@) 1• t•te Mairira rut bMlbKrh W 5, ew Vt. _ad eayvf•se:•..,_,. Pap 11 a tt

rwrter.rteart sere.. arw. a r, rrrt, arrn.arr rwaww YR. el* Wert

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Conrraarl Carina• tkhlVeerl PtopaW telerrriog

MI be regard

lam haPoled. ant,. We it ropueeO to mere weber or sewer minim N your

The purchaser eckncrekdpee recaps ter haumby notice ala beforethe execution of a dnang contract la to Forerun or We ren property described in the notice Cr atdoing of modem of the red property' The reel property Is described In Paragraph sol this contract

D II the Property adjoins or raves a merman boundary wet M Misty W,enced submerged lands of thekir,p3133 of the Tach Nakra1 Resources Code regret a rodeo meaning coaafd ant propertyto be Included ms pert of MMP oarkact.

E. II the Property it located eeuaeed of the Gus Mfmoosatal Weartray, on, Tessa Bryk Fleaworts

Cade, revive a norm regarding to strewed knew al the Property to be Inducted as pert d thiscontract

F. II Il+e Property is boded abide the herb d a mu+ilipaily. the Properly may now or lobo be rectrcleciin to ematenhorial jucts c* lon( ETJ) of a os+ ictrahr and rnmy new a later be sub Si ereeation

by MO ruiapaity. Each munkpawlrtdyanmanner a map that depicts Os and ETJ. To

dalemine a tie Property M lowed a nu0opatye ETJ, dryer Moltl coned i munidpakkslocated in the orleral pgdmhy d the PrrpertY da Porter kdomteaon.

G. Broken an net ql. M ed to paten property knpocllona, surveys. rumoring aides, enthrone-MIassessments, or etrpeeW.to determine compilerae wth axing. povemeertd raoiAdione, a tewa.Buyer should mat meals d perbtm such Sentare lever should wire but bating Codesorderless andothermpliceble Mae to determine their erne on tie Property. Selection of s perlc.

determineInspectors.ad

iri

repairmen fa Surg al apugesyd Brom and not mo brokers. Brokers as not quashed n

H NOTICE OF WATER LEVEL FLUCTUATIONS; 11 Me Piopery adore an lepoundment al eater,Indudky a resent* or lake, corshuded and edntelned under Cheply 11, Water Code, that has eMir aapaoly of at Ieet 6= 0 seranet at Fe irepoundmant'a normal aperadng level Solar herebymain Bum..' The%new level or the trpounde re or wooer edpint; Or Property Boomer lervarious nears, louder as a react d( I) en entry Iswtu y arereakp Si right to use the wooer erred•re the impotnMtSrt; a(2) drought or flood condition.'

2e. CONTRACT AS OFFER: The elocution at this bared by to Win parry cansbaes en otter to berry or seaere Property Unties the other pert' accepts M atter by SOO pm., h the Wm zone in which to Property islocated, on Mev se. sass , to body MI lapse and became nut and void

READ TMS CONTRACT CAREFULLY. The brokers and spores make no representation orreoosarradatlen ea Sc the IeMM mutlkMmey, legal effect, or tea consequerwn of this document oryersaeago. CONSULT your attorney BERME dgt* i.

sheer'. eayrn/._ ICaitttons, W ewer. VaaMt,

acts: Term Ymlller,_

et'—i4j=..l cy1..,. w. ' Ge LLC fre

M engin etJ eY Irp+wnta4rmd Nana I i —_.. awned ebur • i. ,

red

thr fir

err t, O'ah' n: IIY Wireael:

PrtNr0 Num. NNW IMrw.

Tar

TMtetltl 1. 7. ie hittad larkuft+alon by Stew SL._/ rd al+N, .__.._ Prp15013

news red aHaa4Kw omewls. nut. M# Y r/+'+ar+ a' ee tr. Cera*. 1. 6/ 6

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Coarrtal Claim• tWtpr. i$f+vwlf aentrate ,._. _ 1: 4C P. dhras

AGREEMENT BETWEEN BROltVt5Mee ares A fetap tn+lK17 a ascot

pylrlpal Bram agrees to pay Cooperating Brclta0 a

tee a tie pdnapsl Emeei a tams mostred Trek* to be pekl to Coop/ ratty Enke will be:O cr the selas glom or

O or 7w PrMpiI8rdash be.

The Ode coiwy Is authorized and* cad to pay Cooperaehg Broker Morn Rkcel Brokeh lee at dosing.This kreemant Bmtw. en Brokers supersedes any pnor otters and agreements kr CMnpefaatlan Cavanbroken,

thy or

ATTONIBYB

Barite Ownera. w Cont::. Burnes Strayrel :•._ I •, ..

AlOiw Isis e...• aia slam.77s5B'

adnis • t74CemaOtacl

rororrPhu* srat;; 1

C-. rt mike. eMt6trweilr. lmlar.<Mt_. Caul '.. ' 1 t Yi rr 4• J

Sellses seorney muses copse at mouments. Byrne asorh5 requests Copan at documents.rrafc. s, and other intorma/ion: nacos. and ala l danrtata :

M the tlib company sends to Saler- P-Bo SB. company Garda to BurnerRM Buyer sands to Bse. r. Smear sends to Bayer.

esatow moori

lbs UI. company arecremeed0e. wept atDA the cornett an this day

BwIn form(elective Oral.

amO I. ' Mast moray in the amount or Ian

Tseoceforr.

Or. Prot a f

Aaskpedlb monisltuil._. Email

raa• Iaaal I- I-Ilrept 135113

eswee______ 9.14( 11s.% Wm

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1

Addendum to Comnwrdm Comsat- UnimprovedProperly

ttb Adandmr b Canmaoat Coded- ta4frdecood Prepayt4 attedred

e

to endaid

do tut Gerbil Comm Calked- Unfiltered('woven norilloribwo, LP time)and lAirSd. tree. filiwel

ti Aldro es, pummm to the Corked to 6elr dukes ire sal a@dams to buy Pram property Moen demoted baht approatnleey screeUMkComityTaresMamma end

0, Widow pular and Bahr deed, b set forth weeder. femur aid oendtlw to Pr Contract

Now. Brerekno to adrrrd. teden of the mutual Norieds harsh artressed and as set to. InId Conked. to Beller and Bryw uprw r leans

1MM the met d any cadet or errtipily as between the CorCorkedeCorkedaleet, pre Adaantlun efral oonbd

2. EDAM The duMpOon a! the Pruned/ el{ t1011111{, 41 and P. modem Prctddy m EtL1ot2d the Centred Md be amended and seeded astir to codes ale bounds aespaon ofM Ptgpany std bre Optton Property prondd to ooyauton set to aunt' paaeee bySalty. pxwnnt b Psagraph0Al. of t e GOYndt.

st Ips tmW, T1n tor. peed d tees P1 dap nYnno. d M Par. gaplr 6.A. dy Den4art sin . dTi1ad 0100 entirety e d mplaord web a tina pdod alb"( 6) drys, merle

tat H. Earned Matey shell be deposited by Hs Bow nein P.Ills company rot Merton 0w5) days from to ntisdlw ale et Bol Coded

4V,•.,. Y

BO..ar SC ce the Centrad k hereby

armory era maraaeo erre. -" r

Qt or before the dale that 4 Men( 16) days pear b to erpeaeon of to Peasbtty OdeBiter net d(ect in ening to webers dlameed In Be commitment.fitment. udplee of the den merle

eutbcbq Po ettombern, and eery Noted survey If NI Pa mets, dlsdood an a tubktlarLoon to Property d cod dda• add. term or ernanrbsna b t1le oder awn Hese permittedby* N. Canted or lore tot Weiler 441 e. tlefy n CkeNp or Buyer 4r6 asters at Om44, or MIhe Oros lens Hat any put at the Property Iles In a spade food hazard ern pn' A' orawe as WRdd by FEW). I He Bsrpr m3Uas old obpcaatts r talrrnea in to pews.its Bets heti flue ea obipaten b rue such obdeeilms, and He puler', sole remedy dotba the Ogre to leminaf. K proofed kr in Peragradt T.e'

d 055,wow' d He Contact 4 hereby card ere minty are roomed 411r Ira r0anipTee Property le pet of he AdeNorol Property, as that Um I donned h to

biia.araNan d Restricts Ccvenarrle end Edemas for The BoCorrtdor Dlettt drmd Apo21 2013 and recorded an Doomed Weber 01164166 and a poor OR. Volume 11313, Pape1, In He rad popery words of Brims Carney, Ts®( n amended.. poermnted or

otdrelse modied from Ree to btu., Pe' BtoCmMor Ocideraddel. Conl. mponmsouay tyle+Cbstro, bold died rueud and remit an amendment b the BaCowldor Ugandan rilemedradon Arrattdus[ l,meter amandnerd ere be it form and subrtaroe reuen. elyacoepirtM a Byrn and hell provide lar 10 Moorntp.( 1) the eddtlon d Ito Property to toddriton of Property las dapnd h Me Dedrarden) and to anrdeedon d erre Property era tdVend( 2) a reeektan b be trimmed on ere Property knits M w of/ o Property b he

n4Mata/MO4.40ft,_041444 04044 NMM.• a Gm.* ol Calm SU.m 14r

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OOwhpmert Pwpws( as tonlnrtr deWa) tar We tial( 1') asset( 20)? are tottoeirp thenecmrdltat date of de Deda. Iag Anwdminl and( 3) 1W RrpuNrw Op. ar dserad onSed to r T hereof Men tarty( 30) days tdoahg the Melte Ota of to Oweal. SellerMill Weir a dal of to OOderallon limond.. fd Ia Bufr for rsima and eppie of and Weprow anal egos at to hark of sun OetrMon AmeMnert prior le the tapylathn of isFessbity Pared.

fa pap•.., of set godson 5, di.' Da aopnMtl drowse' dol swan an oats butting ab.deat ineorawirow not left Ota: eppnefnady TL0000 equina testa Data apace andnoir tiles yarrow a Mar parting leoNles

7 gl. Pthr to to err smite of to Fartlty Paled. We wryer and Sda antarm on Po room ocandeltme arei from of a dge* option to be locker! le the tem ofDrefintin Amad.ns t here 9aruntesa grebetry whIch due Setter ad two We apt toredueteee to Propai, It erg. Soya as lo ammonia wnabudWa of du Property Inaccording ado the Dewopmad Putowe viten shrews( 1t) mania Moults the PosenDia. If the Sia ewe I.enrolee to Frowners* Opdn, We pintoes pan ea Bo pout byWear tree Propat%OM be the Suye' s steal R, ctua Pita dine Property.

Aadthrrdy. prow be M dwng of to Opnen Propnb'( as dieted Woo). Wyar and telexMit nettles a nes intendment to Pe IioCe1MR DWWadn. f1 hero end e,aaarotremondty artroth& to the pates the pganhodatatilmtamtl With immenseMut gat tabu• wroteserines oaten pr 8dW ae b M° peon Propriety, gad edits tapbe ruaeserterty sinter to M Rapadmw Orlon Under We fora el She OpIan PropertyMenemat. Seller Mil herr We* Yr to nplmtew des Croton Property t Bayo lode tomneme rice oautrwbn Of the safaos wrong ems or other paebp Ogees or an a paneenOr the the radMNp tame et ere Property, erPW tipleeen( i mores lola. mp Si. doting ofde Optsrr P,eprty Ile ro. lag Pr. a. W Rea. e ua'). P Ne Ser slate to wrdae MOften Property Rwelaw. the Wdera pia to be pad by Son tor to COW Propertydot be We Pupal wee PwMaw Pin at the Option Property

Fa pupaes of to tertian 7. Soya shat be downed to tow a ranurud raaralrudhn anePmpany la M Open Property, as. pplotbte) a Rye hr Boge any at work at tieRoreit, ardud.p cadet. adtaca+p. a ted eawmen a aeneaaon of et and sees inoamecton vett tW tai euctlon moww.

e. Allan to Addtane lint Al CUMO. Sdr tap gin Bina an wsatOheaISge)10 p• ti'aw an irodtionat 4.43 wee of red propey eleWed aOMert li Ina Raptlyyogismayloyin aa deaaoed on MOLL beta. The Graces we be eroded to the

drone rd egnenals rat forts It N fool at to cotton lo be agwel upon pea to themetras of to feadefy Periot be etch del adodsfo tebatg leered'

a. If®.The Opier on 1M Open Property* tl woes stet'(50) maths alta Si.Ceske Del.( te 121012 n.'>•

b. MA Cuing tie Opeon Wim. tee prontoto be pad by the buyer bP.Oplen PropertyWel bra Mane

I 111100 per aqua* toot t P. Chang as tie Opton Raprty awls an a WogsDaamtar 31. 2017.

I. 37. 00 per sown Mcg P the Chang at the Opdeer Prepay eerie alterOowntw 31. 2017, and at carob, Deeanbsr 31, 2011;

M. 3750 per squire Mat 1 the C)wng an to Open Poop sty oasts afterOrearaa 31. 201end an Or Oak.. Mambo.31. 2018 and

h. $ 0. 0a per equine fool If Ws Dotg all to OpOar Property tours sawCeoemtar 31, 201

tVU.

g

eewurra./ saw- faw". aCbron ewsreasuu ay, I.

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C. 011e+w t The Orton Property is Woo part of that AddIlona Pronelyd In

re'

dom BioOorttlar Daabroton)' rporanaor7 doors the OefreProperty, Beer shall aeeaMs and mmol ell Oprer Florid,' Amendment. WWIemreadrrrrt ern be n lam and aabelnoa ream** eo spbble b Super and that

made tar be bloater ( 1) des eddtaa of fins Opdce Propery to the dlnbon aProperty as ar* rd Ir the Dadr>4or) ed Me arrarFlFw of he Orden Propery ereto Deekl. GT) a rowel:Son b be onpoaed en SF Cram Property Seung the we of theOrton Prtpe'ty to IS an apraaion aha the>,Wdbe ton tan to Pwetr e'rdror t1IRe egantkn d perktag en F. 0ptlen Properly b a[ oormnoder 1M OeWopeiadRepos* of the/ igaty, ewe nselwaa airl eedr* s tarty RBI pane taborsthe roconheon deb of F.Option Propery Amedm4 all(5) rte Orton PPWwlyRapuneeee daalbe d h Se? bn y Med

pAWIIIIIISIMIAIESSILSJINIpudgy M F. aESfy Period. Soler gheeaoapmab Pope la from Baa Ar41acVnl Roder Bond( am dotted M theStoCerida D. dreSen) spa • ho au era Mended we d Me Properly CIO* is pin andbudding oMNalbn:( 15 easing nom^: IAd PI Sento mrolmeral prrW inn tor lee ailing.

ID TewEr of Pommes b Sellar The Peas adtnordeJ. Mai re Priest/ b Prae'e)*worldin be supe try Orrin Ccramem art Oe5Ntenert he. a Taus aria* aarpaaeonrecall and Sailer res again mmacluai Vet to ib Ike to the Pronely Orson b eorepan a Prey; pg mor ern reel SCOL S end be a lordlin le Meng, Vol on orbefore rearra,SCO rap leve wweped at dee e. nrohyinWoote In ea Property to Selo

11. geneeentedeeejegiterepeare As an haennws to Buys to enter too to Created allVia Adde+blm and to p dine the Property. Sete' wrranb and raprwere; b Syn. ablew

Baler Ira Pe AS owponds rawly and power to ear Indo end terry at me knee ofthe Contract e+d Pie Adderdun.

b TM eeo.gon end denary wt ire Carnet and F.Addendum and ea oa ernentenof the treneaddna toren catrrplord In* anfVWar PM ter ems and melba* ofthe Carted and the Addendum SI eel* mart roto or, Wheatt ore game a mace ap.. auga of toe, repel In tat sera d any bra a pror* rs d a mnrwta a Weeunder orp Prnme'd or ape.mem warn the Seen I.a eery ef b shah b area dthe Seller are band a any pdyesnro rote'or donee of any can harm prrlede:Ionaver the Soler a U propata

a Pb tracta a am abet legal proasarhg hes been fled as to the Progeny nor bSebe* enovte dg.. Ms any such 45* 1t a repel proceeding been Metered.

V. To t e Seer'. tradedge M Property I not rgact b afro opedel aresemews byarty gosemnobl array. Saar Is du' Drte'er'r ruder the ObCSrdder Daaaratler andmeant to Peareph Y4) Oda HoCorrldor Dellen len Sitar has to aArrtatbt tomewed ere bletonerer Dadangm Mho* the seporel d ay Orr Owner orMortgagee ( as Itere ante are datpad m Pe eloCarbar DMrrer) r suchams dsent has no ewes efid an any auto Omer of Wahiagaa

a No labor ho been pobrmd or mate* eat lehed ler M Property Pr ohlch hs Sederore not Mrolorore orb pate et ler 4541 a mad ank r or m. Mdner'e Spa or More itmy car tan can be ciahrd by any other parson, pry or silly

I Throe ma no condemtaadkw a adnw darner proaeerge raft or. to the S llseslrcaisdpe conterrwhard ogre* Me Propay. fry psi three or eny ararsrp scoop

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to IM Prap. y sad Pne MOW arm. nowt no nolor of the doses d any debtsOwns of. ease arab to wirer prop. rty a any part tereof.

p To alta Eaters anatAdp. and. M no duty or rwpa aWt1' to mwripate IM Prcp.*la free Pan any and al hna dour a auk saes,maieW err mold ate! Hiroere to PCS% and yarn%awing tanks or Mottos on a In'. P epaly

n. BMW P arta• Pert W panne Fitment at Seance 1445 to the Maanwl Ratan codaof tale/ iw. Haid} not Is am nate of the Property* Www to any eldWldflr. a/ r. nWa Inpased by the Infernal Rewraps Code

t & rompl. a mrsempaad In the Outset BOOW dl nal MMA* ale, 0a' !, easbn,

p>.dpe, anm. nler. Immo a oa* od to am, canny, man pledge. araenl w a Namead or any pert or the Mapody, Wreath* Mr ate or a5 or any pat or Mae properly rueata a Glow a it. linen wry ides N mutat MM Me Cairene and Pae AdOwelm.

Bette eddttmmly rnaby mprw. da and moa ib Mit no VIPs d Peal seianl Opt atat otter. of* fair awatirarb mit in- Tm03an. Mn M Pme* b PAPA arida Siany may So0Ara. ah Stew.* bitty to purdrae M Prow* w proddd M . a

radii N h any way M c. ttrarrantk r o/ the a- Mt and Yanl of the Connect a proAddatomt.

I Bola him not mash.?ay salon notional from any pown. rw. a1 a Palkauthority mete Meg h Propetly to % Patton of my tapaeslM Mitre toeMammy. mina or Gra or ofd tin a MOW. to Saes awdMps IM Property ler4 In MolePOP Way ap$ cat a bubhp. w.. omrsncy aa9ap a iwa a agnProe

NOW' r+ pnt. wr. atlaw a d rarrarri.. coney/ hid M Mrs Paragraph 11 shad servse b a wirdor MM.*( l 21 f w n%hose We dab of Querns

12. NoM/IhMa k5+p arythinp wradned a the Conlmut to P. contrary, Bupw mayn canted unhurt Wars pike consent It Stya omens the Owned. pipit 011 M

related set any Adan Nablly under the cordate I to. ammo omu' na h Mplt anoblpmgan and tabileyd Buys anew the Contrail.

13. Th. MO. tdum may be saoa? rd In Hoop, sufaarpsitn ad a het a warredand minted copy d Ma Opaline of to Bata and ttay. t Mrs to arhut. a dor alt papawWawa this rmomalty or ddhertrit an* lend. padano

ter. ggmp. d EN1ah. TNs Addendum le eltec led cord. my* ar. o.a. M Mm Contractand. nae hate en win* ol/otlh. date as Me Cat.?.

15. the Coning! and Mea Addendum may be coccie? Si MAIM eaatarpaM.pdr of MOM may as deemed an alerW. and an or such murd. pab apeMr Ven arsdM.ane and the mm. outface.

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