17 - Economic Development Agreement with Alpha Lake, Ltd
ECONOMIC DEVELOPMENT AGREEMENT
Paris Towne Center Shopping Center
This Economic Development Agreement (“Agreement”) is made by and between
the City of Paris, Texas (“City”), a Texas home rule municipal corporation, and Alpha
Lake, Ltd., a Texas limited partnership(“Company”), acting by and through their
respective authorized officers.
W I T N E S S E T H:
WHEREAS, the Company is the owner of certain developed real property
(“Property”) in the City, which property is known as the Paris TowneCenter shopping
center; and
WHEREAS, the Property currently has several vacant retail spacestotaling
102,197square feet, which vacancies aredetrimental to both the viability of the Property
as a whole and to the general retail economy of the City; and
WHEREAS, the City wishes to incentivize the Company to bring in the retail stores
Big Lots, TJ Maxx, RossStores, and UltaBeauty to lease vacant retail spaces on the
Property(sometimes individual and collectively referred to as “Retailer”or “Retailers”);
and
WHEREAS, the Company has advised the City that an agreement with the City to
provide economic incentives to the Company as set forth herein would be a contributing
factor that would assistthe Company in inducing the above-referenced Retailersto lease
vacant spaces on the Property;and
WHEREAS, the Company has committed tocausea capital investment of three
milliondollars ($3,000,000.00) to renovate said Paris Towne Centerto attract said
tenants; and
WHEREAS, the City has adopted programs for promoting economic development
and this Agreement and the economic development incentives set forth herein are given
and provided by the City pursuant and in accordance with those programs; and
WHEREAS, the City is authorized by Article 52-a of the Texas Constitution and
Chapter 380 of the Texas Local Government Code to provide economic development
incentives to promote local economic development and to stimulate business and
commercial activity in the City; and
WHEREAS, the City has determined that making economic development grantsin
accordance with this Agreement is in accordance with the City’s economic development
program and will: (i) further the objectives of the City; (ii) benefit the City and the City’s
inhabitants; and (iii) promote local economic development and stimulate business and
commercial activity in the city;
NOW, THEREFORE, in consideration of the foregoing, and on the terms and
conditions hereinafter set forth, and other valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
Article I—Term
This Agreement shall be effective on the last date of execution hereof (“Effective
Date”) and shall continue until the Expiration Date, unless sooner terminated as provided
herein.
Article II—Definitions
“Annual Grants” or “Grants” may refer to Annual Property Tax Grants or Annual
Sales Tax Grants or to both collectively.
“Annual Property Tax Grants” shall mean five (5) annual grants each in an amount
equal to fifty percent (50%) of the Maintenance and Operations (“M & O”) portion of the
City’s ad valorem taxes attributableto the four (4) vacant retail spaces the subject of this
Agreement that are assessed for calendar years 2024, 2025, 2026, 2027, and 2028.
“Annual Sales Tax Grants” shall mean three (3) annual grants each in the amount
equal to fifty percent (50%) of the Sales Tax Receipts for eachapplicable Grant Period,
to be paid to the Company as set forth herein. The amount of each Annual Sales Tax
Grant shall be computed by multiplying the Sales Tax Receipts received by the City by
50% for the given Grant Period, less an administrative fee charged to the City by the State
of Texas.
“Bankruptcy or Insolvency” shall mean the dissolution or termination of a party’s
existence as a going business, insolvency, appointment of a receiver for any part of such
party’s property and such appointment is not terminated within ninety (90) days after such
appointment is initially made, any general assignment for the benefit of creditors, or the
commencement of any proceeding under any bankruptcy or insolvency laws by or against
such party and such proceeding is not dismissed within ninety (90) days after the filing
thereof.
“City” shall mean the City of Paris, Texas.
“Company” shall mean Alpha Lake, Ltd., a Texas limited partnership.
“Consummated” shall have the same meaning assigned by Texas Tax Code,
Section 321.203 or its successor.
“Expiration Date” shall mean June 1, 2029.
“Force Majeure” shall mean any contingency or cause beyond the reasonable
control of a party including, without limitation, acts of God or the public enemy, war, riot,
civil commotion, insurrection, government or de facto government action, fires, explosions
or floods, strikes, slowdowns, or work stoppages (unless caused by the intentionally
wrongful acts or omissions of the party).
“Grant Period” shall mean a full calendar year. The first Grant Period shall
commence on January 1, 2024 through and including December 31, 2024.Additional
Grant Periods for the Annual Property Tax Grants will be the calendar years 2025, 2026,
2027, and 2028. Additional Grant Periods for the Annual Sales Tax Grants will be the
calendar years 2025 and 2026.
“Impositions” shall mean all taxes, assessments, use and occupancy taxes,
excises, license and permit fees, and other charges, by public or governmental authority,
general and special, ordinary and extraordinary, foreseen and unforeseen, which are or
may be assessed, charged, levied, or imposedby any public or government authority on
the Company or any property or any business owned by Company within the City.
“LeasedPremises” shall mean the retail spaces to be occupied by Retailers Big
Lots, TJ Maxx, Ross, and Ulta Beauty as follows:
Square Footage:
Retailer:
Big Lots44,880.00
TJ Maxx25,697.00
RossStores24,320.00
Ulta Beauty7,300.00
“M & O” taxes shall mean the maintenance and operations ad valorem taxes,
exclusive of debt servicetaxes, assessed and owing to the City by the Company on the
Property, including the Leased Premises.
“Payment Request” as it relates to an Annual Sales Tax Grant shall mean a written
request from Company to the City for payment ofthe applicable Annual Sales Tax Grant
for the applicable Grant Period.“Payment Request” as it relates to an Annual Property
Tax Grant shall mean a written request from the Company for the City to remit the Annual
Property Tax Grant for the applicable Grant Period. The Payment Requests for the Annual
Grantsmay be made concurrently and in the same document.
“Property” shall mean the entire parcel on which the Paris Towne Center shopping
center is located,comprising 1,016,858 square feet and described as Block A, Lot Pt of
1,Mirabeau Square 287 Addition,3552 Lamar Avenue, Paris, Texas 75460, LCAD Parcel
ID #18453,including vertical improvements, paved parking area, and unimproved land.
A map of the Property with the Leased Premises indicated thereon is attached hereto and
incorporated herein by reference as Exhibit A.
“Required Use” shall mean the Retailers’ continuous lease and occupancy of the
Leased Premises, and their continuous operation of businesses engaged in retail sales
to the public.
“Retailers” shall mean Big Lots, Ross Stores, TJ Maxx, and Ulta Beauty, which
business are required by the State of Texas to collect Sales and Use Tax.
“Sales and Use Tax” shall mean the one and one quarter percent (1.25%) sales
and use tax imposed by the City pursuant to Chapter 321, Texas Tax Code,on the sale
of Taxable Items by the Retailers Consummated in the City at the Leased Premises. Sales
and Use Tax shall not include the quarter percent (.25%) economic development sales
tax collected by City pursuant to Chapter 504 of the Texas Local Government Code.
“Sales Tax Receipts” shall meanthe City’s receipts from the State of Texas from
the Retailers’ collection of the Sales and Use Tax (it being expressly understood that the
City’s one and one quarter percent (1.25%) sales and use tax receipts are being used
only as a measurement for its participation through the use of general funds), as a result
of sale of Taxable Items by Retailers for the applicable Grant Period consummated at the
Leased Premises. Sales Tax Receipts shall not include any receipts generated by the
quarter percent (.25%) economic development sales tax collected by City pursuant to
Chapter 504 of the Texas Local Government Code.
“State of Texas” shall mean the Office of the Texas Comptroller, or its successor.
“Taxable Items”shall mean both “taxable items” and “taxable services” as those
terms are defined by Chapter 151, Texas Tax Code, as amended.
Article III—Economic Development Grants
3.1Annual Property Tax Grants.(a) Subject to theRequired Capital
Investment,Required Use,and continued satisfaction of all the terms and conditions of
this Agreement,and the obligation of the Company to repay said Annual Property Tax
Grants pursuant to ArticleVIhereof, the City agrees toprovide five (5) AnnualProperty
TaxGrants offifty percent (50%) of the M & O portion of thosead valorem taxes assessed
and payable to the City andattributable tothe Leased Premisesfor the calendar years
2024, 2025, 2026, 2027, and 2028. Each Annual Property Tax Grant will be in the amount
equal to 14.01% of the totalM & O taxes assessed and paid on the Property. This
percentage has been calculated by multiplying50% by the percentage of total square
footage of the vacant vertical improvements to that of the total Property (28.02%).
(b)Each AnnualProperty TaxGrant shall be due within thirty (30) days after
receiving a Payment Request from Company for the relevant Grant Period, but in no event
before the first day of April in the years 2025, 2026, 2027, 2028, and 2029.
(c)In consideration for this ad valorem tax-based incentive, the Company
Agrees to make or cause to make a capital investment for improvements to the Paris
Town Center shopping center in the amount of three milliondollars ($3,000,000.00) within
eighteen (18) months of the Effective Date of this Agreement. Said improvements shall
consist of Commercial Roofs, HVAC Units, Asbestos Abatement, Interior Remodels
(FF&E, Flooring, etc.), and Storefront Improvements. On or before the expiration of the
18 month period, the Company shall present the City with an affidavit affirming that it has
made or caused to have been made the required improvements and the total capital
amount of said improvements. All improvements to the Property must conform to the City
of Paris’ building and fire codes and the subdivision ordinance as applicable, and the
Company must meet all permitting and platting requirements, as applicable.
3.2Annual Sales Tax Grants.(a) Subject to the Required Use and continued
satisfaction of all the terms and conditions of this Agreement and the obligation of the
Company to repay the Annual Sales Tax Grants pursuant to Article VIhereof, the City
agrees to provide the Company with three (3) Annual Sales Tax Grants, each in an
amount equal to fifty percent (50%) of the Sales Tax Receipts attributable to the Retailers’
sales for the calendar years 2024, 2025, and 2026. Sales Tax Receipts will be determined
by the City using sales tax revenue information derived through the State of Texas as
authorized by Texas Tax Code Sec. 321.3022.
(b)Each Annual Sales Tax Grant shall be due within thirty (30) days after
receiving a Payment Request from Company for the relevant Grant Period, but in no event
before the first day of April of 2025, 2026, and 2027.
(c)Adjustment Notification.The Company shall promptly notify the City in
writing of any adjustments found, determined, or made by the Retailers, the State of
Texas, or by an audit that results, or will result, in either a refund or reallocation of Sales
TaxReceipts or the payment of Sales and Use Tax or involving amounts reported by the
Company as subject to this Agreement.Such notification shall also include the amount of
any such adjustment in Sales and Use Tax or Sales Tax Receipts. The company shall
notify the City in writing within ninety (90) days after receipt of notice of intent of the State
of Texas to audit the Company, its Affiliates and/or its customers. Such notification shall
also include the period of such audit or investigation.
(d)Adjustments.In the event any of the Retailers files an amended sales and
use tax return or report with the State of Texas, or if additional Sales and Use Tax is due
and owing by the Company to the State of Texas, as determined or approved by the State
of Texas, affecting Sales Tax Receipts for a previous Grant Period,then the Annual Sales
Tax Grant payment for the Grant Periodimmediately following such State of Texas
approved amendment shall be adjusted accordingly (i.e., up or down, depending on the
facts) provided the City has received Sales Tax Receipts attributed to such adjustment.
As a condition precedent to payment of such adjustment, the Company shall provide the
City with a copy of any such amended sales and use tax return or report or notification
fromthe State of Texas that additional Sales and Use Tax is due and owedby the
Retailers to the State of Texas, as determined by the State of Texas, affecting Sales Tax
Receipts for a previous Grant Periodalong with the Payment Request for the next Grant
Period.
(e)Refunds and Underpayments of Grants.In the event the State of Texas
determines that the City erroneously received Sales Tax Receipts, or that the amount of
Sales and Use Tax paid to the Company exceeds (or is less than) the correct amount of
Sales and Use Tax for a previous Grant Period, for which the Company has received an
Annual Sales Tax Grant, the Company shall, within sixty (60) days after receipt of
notification thereof from the City specifying thatamount by which such Annual Sales Tax
Grant exceeded the amount to which the Company was entitled pursuant to such State
of Texas determination, adjust (up or down, depending on the facts) the amount claimed
duefor the Annual Sales Tax Grant for the Grant Periodimmediately following such State
of Texas determination. If the Company does not adjust the amount claimed due for the
Annual Sales Tax Grant payment for the Grant Periodimmediately following such State
of Texas determination, the City may, at its option, adjust the Annual Sales Tax for the
Grant Periodimmediately following the State of Texas determination. As a condition
precedent to payment of such refund, the City shall provide the Company with a copy of
such determination by the State of Texas. The provisions of this Section shall survive the
termination of this Agreement.
(f)Grant Payment Termination; Suspension.This payment of Annual Sales
Tax Grants shall terminate on the effective date of determination by the State of Texas or
other appropriate agency or court of competentjurisdiction that the Leased Premises are
not a place of business resulting in Sales and Use Taxes being due the City from the sale
of Taxable Items by the Retailers at the Leased Premises. In the event the State of Texas
seeks to invalidate the Leased Premises as a place of business where Sales and Use
Tax was properly remitted to the State of Texas (the “Comptroller Challenge”), the
payment of Annual Sales Tax Grants by the City hereunder shall be suspended until such
Comptroller Challenge is resolved inwhole favorably to the City. In such event, the
Company shall not be required to return or refund Annual Sales Tax Grants previously
received from the City provided the Company is actively defending against and/or
contesting the Comptroller Challenge and the Company promptly informs the City in
writing of the Company’s actions and with copies of all documents and information related
thereto. In the event the Comptroller Challenge is not resolved favorably to the City and/or
in the event the State of Texas determines that the Leased Premises are not a place of
business where the Sales and Use Tax was properly remitted to the State of Texas, and
Sales and Use Tax Receipts previously paid or remitted to the City relating to the Leased
Premises are reversed andrequired to be repaid to the State of Texas, then the obligation
to pay the Annual Sales Tax Grants shall terminate and the Company shall refund all
Annual Grants received by the Company from the City that relate to the Comptroller
Challenge, which refundshall be paid to the City within forty-five (45) days of the date
that the Comptroller Challenge require the City to repay Sales and Use Tax Receipts.
Article IV—Limitations on Annual Grants
4.1Current Revenue. The AnnualProperty TaxGrants and AnnualSales Tax
Grants made hereunder shall be paid solely from lawfully available funds that have been
appropriated by the City. Under no circumstanceshall City’s obligations hereunder be
deemed to create any debt within the meaning of any constitutional or statutory provision.
The Grants shall be paid solely from annual appropriations from the general funds of the
City or from such other funds of the City as may be legally set aside for such purpose
consistent with Article III, Section 52(a) of the Texas Constitution. Further, City shall not
be obligated to pay any commercial bank, lender, or similar institution for any loan or
credit agreement made by Company. None of the City’s obligations under this Agreement
shall be pledged or otherwise encumbered in favor of any commercial lender and/or
similar financial institution.
4.2Grant Limitations. Under no circumstances shall the obligations of the
City hereunder be deemed to create any debt within the meaning of any constitutionalor
statutory provision; provided, however, City agrees during the term of this Agreement to
make a good faith effort to appropriate funds each year to pay the Grants for the then
ensuing fiscal year. Further, the City shall not be obligated to any commercial bank,
lender, or similar institution for any loan or credit agreement made by the Company. None
of the City’s obligations under this Agreement shall be pledged or otherwise encumbered
in favor of any commercial lender and/or similar financial institution.
4.3Indemnification. The Company agrees to defend, indemnify and hold
the City, its respective officers, agents, and employees (collectively, the “City”)
harmless from and against any and all reasonable liabilities, damages, claims,
lawsuits, judgments, attorney fees, costs, expenses,and any cause of action that
directly relates to any of the following: any claims or demands by the State of Texas
that the City has been erroneously or over-paid Sales and Use Tax for any period
during the term of this Agreement as the result of the failure of the Company to
maintain a place of business at the Propertyor in the City, or as a result of any act
or omission or breach or non-performance by the Company under this Agreement
except that the indemnity provided herein shall not apply to anyliability resulting
from the actions or omissions of the City. The provisions of this section are solely
for the benefit of the parties hereto and not intended to create or grant any rights,
contractual or otherwise, to any other person or entity, it being the intention of the
parties that the Company shall be responsible for the repayment of any Grants paid
to the Company herein that include sales and use tax receipts that the State of
Texas has determined were erroneously paid, distributed, or allocated to the City.
Article V—Conditions to Annual Grants
The City’s obligation to pay the Annual Grants shall be conditioned upon the
compliance and satisfaction by the Company of the terms and conditions of this
Agreement and each of the conditions set forthin this Article V.
5.1Payment Request. The Company shall, as a condition precedent to the
payment of each Annual Grant, provide the City with the applicable payment request.
5.2Good Standing. The Company shall not have an uncured breach or default
of this Agreement.
5.3Minimum Sales Tax Receipts. As a condition precedent to the payment of
each Annual Sales Tax Grant hereunder, City shall have received Sales Tax Receipts of
at least thirty thousand dollars ($30,000.00) from the four Retailers combined for the
applicable Grant Period.
5.4Required Use. During the period beginning on the Effective Date and
continuing until the Expiration Date, the Leased Premises shall not be used for any
purpose other than the Required Use, and the operation ofthe Leased Premises in
conformance with the Required Use shall not cease for more than thirty (30) continuous
days except in connection with and to the extent of any event of Force Majeure.
5.5Continuous Lease and Occupancy. The Company shall, beginning no later
than eighteen (18) months after the Effective Date and continuing thereafter until the
Expiration Date, continuously lease and cause to occupy the Leased Premises by the
Retailers.Each of the Retailers shall be open for business to the public for the purposes
of selling Taxable Items not later than January 1, 2024.
Article VI—Termination; Repayment
6.1 Termination. This Agreement shall terminate upon any one of the following:
(a)by written agreement of the parties;
(b)Expiration Date;
(c)by eitherparty in the event the other party breaches any terms or conditions of
this Agreement and such breach is not cured within thirty (30) days after written
notice thereof;
(d)by City, if Company suffers an Event of Bankruptcy or Insolvency;
(e)by City, if any Impositions owed to the City or the State of Texas by Company
or any of the Retailers shall become delinquent (provided, however, that the
Company retains the right to timely and properly protestand contest any such
Impositions); or
(f)by either party, if any subsequent Federal or State legislation or any decision
of a court of competent jurisdiction declares or renders this Agreement invalid,
illegal, or unenforceable.
6.2 Repayment. In the event the Agreement is terminated by the City at any time
during the Grant Periods pursuant to Section 6.1(c) (following an uncured breach by the
Company), (d), (e), or (f) (provided such legislation or decision requires repayment of the
Annual Grants), the Company shall immediately repay to the City an amount equal to the
Annual Grants previously paid by the City to the Company as of the date of such
termination, plus interest at the rate periodically announced by the Wall Street Journal as
the prime or base commercial lending rate, or if the Wall Street Journal shallever cease
to exist or cease to announce a prime or base lending rate, then at the annual rate of
interest from time to time announced by Citibank, N.A. (or by any other New York money
center bank selected by the City) as its prime or base commercial lending rate, which
shall accrue from the date of the first payment of the Annual Grants during such period
until paid.
6.3 Right of Offset. The City may, at its option, offset any amounts due and
payable under this Agreement against any debt (includingtaxes) lawfully due to the City
from the Company, regardless of whether the amount due arises pursuant to the terms
of this Agreement or otherwise and regardless of whether or not the debt due the City has
been reduced to judgment by a court.
Article VII—Miscellaneous
7.1 Binding Agreement. The terms and conditions of this Agreement are binding
upon the successors and assigns of the parties hereto. This Agreement may not be
assigned without the express written permission of the City.
7.2 Limitation on Liability. It is understood and agreed between the parties that
the Company, in satisfying the conditions of this Agreement, has acted independently,
and the City assumes on responsibilities or liabilities to third parties, including but not
limited tothe Retailers, in connection with these actions. The Company agrees to
indemnify and hold harmless the City from all such claims, suits, and causes of
action, liabilities, and expenses of any nature whatsoever by a third party arising
out of the Company’sfailure to perform its obligations under this Agreement.
7.3 No Joint Venture. It is acknowledged and agreed by the parties that the terms
hereof are not intended to and shall not be deemed to create a partnership or joint venture
among the parties.
7.4 Authorization. Each party represents that it has full capacity and authority to
grant all rights and assume all obligations that are granted and assumed under this
Agreement.
7.5 Notice. All notices and communications under this Agreementto be mailed to
Cityshall be sent to the address of City’sagent as follows, unless and until the Company
is otherwise notified:
City Manager
City of Paris
Post Office Box 9037
Paris, Texas 75461
With a copy to:
City Attorney
City of Paris
Post Office Box 9037
Paris, Texas 75461
Notices and communications to be mailed or delivered to CONSULTANT shall be
sent to the address of CONSULTANT as follows, unless and until CITY is otherwise
notified:
John Crenan Culpepper, President
MLWD, Inc.
1700 George Bush Drive E., Ste. 240
College Station, Texas 77840
Any notices and communications required to be given in writing by one party to the
other shall be considered as having been given to the addressee on the date the notice
or communication is posted, faxed or personally delivered by the sending party.
7.6 Entire Agreement. This Agreement is the entire Agreement between the
parties with respect to the subject matter covered herein. There is no other collateral oral
or written Agreement between the parties that in any manner relates to the subject matter
of this Agreement, except as provided in any Exhibits attached hereto.
7.7 Governing Law. The Agreement shall be governed by the laws of the State
of Texas without regardto any conflict of law rules. Exclusive venue for any action
concerning this Agreement shall be in a court of competent jurisdiction in Lamar County,
Texas. The parties agree to submit to the personal and subject matter jurisdiction of said
court.
7.8 Amendment. The Agreement may only be amended by the mutual written
agreement of the parties.
7.9 Legal Construction. In the event that any one or moreof the provisions
contained in this Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect
other provisions, and it is the intention of the parties to this Agreement that in lieu of each
provision that is found to be illegal, invalid, or unenforceable, a provision shall be added
to this Agreement which is legal, valid, and enforceable and is as similar in terms as
possible to the provision found to be illegal, invalid, or unenforceable.
7.10 Recitals. The recitals to this Agreement are incorporated herein.
7.11 Counterparts. This Agreement may be executed in counterparts. Each of
the counterparts shall be deemed an original instrument, but all of the counterparts shall
constitute one and the same instrument.
7.12 Survival of Covenants. Any of the representations, warranties, covenants,
and obligations of the parties, as well as any rights and benefits of the parties, pertaining
to a period of time following the termination of this Agreement shall survive termination.
7.13 Employment of Undocumented Workers. During the term of this
Agreement the Company agrees not to knowinglyemploy any undocumented workers,
and if convicted of a violation under 8 U.S.C. Section 1324a(f), the Company shall repay
the amount of the Annual Grants and any other funds received by the Company from the
City as of the date of such violation within 120 business days after the date theCompany
is notified by the City of such violation, plus interest at the rate of 6% compounded
annually from the date of violation until paid. The Company is not liable for a violation of
this section in relation to any workers employed by a subsidiary, affiliate, or franchisee of
the Company or by a person with whom the Company contracts, including but not limited
to the Retailers.
--Signature Page to Follow--
CITY OF PARIS
By: _______________________________
Paula Portugal
Mayor
Date Signed: _______________________
ATTEST:
____________________________________
Janice Ellis
City Clerk
APPROVED AS TO FORM:
___________________________________
Stephanie H. Harris
City Attorney
ALPHA LAKE, LTD., A TEXAS LIMITED
PARTNERSHIP
By: MLWD, Inc., A Texas Corporation, its
General Partner
_____________________________________
John Crenan Culpepper, President
Date Signed: _______________________
THE STATE OF TEXAS§
COUNTY OF LAMAR§
BEFORE ME, the undersigned authority, in and for said County, Texas, on this day
personally appeared Paula Portugal,Mayorof the CITY OF PARIS, a Texas municipal
corporation, known to me to be the person who’s name is subscribed to the foregoing
instrument, and acknowledged to me that he has executed the same on the City’s behalf.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE
DAY OF , 2022.
Notary Public Lamar County, Texas
My commission expires
THE STATE OF TEXAS§
COUNTY OF BRAZOS§
This instrument was acknowledged before me on the ______ day of ________________,
2022, byJohn Crenan Culpepper, President of MLWD, Inc., a Texas corporation and the
General Partner of Alpha Lake, Ltd., a Texas limited partnership,known to me to be the
person whose name is subscribed to the foregoing instrument, and acknowledged that
he executed the same on behalf of and as the act of Alpha Lake, Ltd.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE
DAY OF , 20_____.
Notary Public Brazos County, Texas
My commission expires