Loading...
Item 4E - Memo Item 4E M E M O R A N D U M May 27, 2026 To: Alison Ortowski, City Manager From: Daniel Cortez, Director of Economic Development & Tourism Subject: Item 4E - Consider approval of an amended 380 Agreement between the City of Southlake and NL Southlake, LLC, a Texas Limited Liability Corporation, dba Dakota’s Steakhouse Action Requested: Consider approval of an amended 380 Agreement between the City of Southlake and NL Southlake, LLC, a Texas Limited Liability Corporation dba Dakota’s Steakhouse. Background Information: Dakota’s Steakhouse is a fine dining restaurant & steakhouse that is being developed in conjunction with an event center and future retail pad sites located on the southeast corner of westbound State Highway 114 frontage road and W. Kirkwood Boulevard. In June 2025, NL Southlake LLC submitted a request for public investment to the City, seeking a seventy-five percent reimbursement from the General Fund sales tax to be generated from the future development capped at three million dollars ($3,000,000), a maximum of seventy-five thousand dollars ($75,000) in tree mitigation fees to be assessed by the City, and reimbursement for permits and fees the City collects for construction at a cap of two hundred thousand dollars ($200,000). The City Council approved the original Chapter 380 incentive agreement with NL Southlake LLC, dba Dakota's Steakhouse, on October 23, 2025, to support the development of a 10,000 square foot restaurant, 10,000 square foot event center, and 10,975 square feet of future retail space at 1901 W. Kirkwood Boulevard. The agreement provides for a 75% reimbursement of General Fund Sales Tax (capped at $3,000,000 million), a reimbursement of permit & fees (capped at $200,000), and tree mitigation fees assessed by the City (capped at $75,000) in exchange for a $17.2 million capital investment and the creation of 175 jobs. Today, NL Southlake LLC is requesting an amendment to Section 5, Subsection A of the agreement to extend the Certificate of Occupancy deadline for only the Event Center from April 1, 2027, to October 1, 2027. The Certificate of Occupancy deadline for the Restaurant remains unchanged on April 1, 2027. All other provisions of the agreement remain unchanged. Page 2 of 25 The proposed agreement is set to expire ten years after the opening date of the restaurant and event center and includes a number of performance requirements related to minimum capital investment, minimum sales tax generation, design standards, and employment targets. Board Review: On August 20, 2025, the Community Enhancement and Development Corporation reviewed and commented on the original proposed request per the City’s Procedure for Investment Consideration. Legal Review: The City Attorney’s office prepared and reviewed the economic development agreement and approved its contents. Strategic Link: C4 Attract & keep top-tier businesses to drive a dynamic & sustainable economic environment. There are also a number of elements of the City’s Comprehensive Plans that support approval of this agreement. Financial Considerations: Following are financial aspects of the development and associated agreement: Per the agreement, NL Southlake LLC has agreed to the following pertaining to the agreement: • The City will reimburse NL Southlake LLC seventy-five percent (75%) of the General Fund Sales Tax paid capped at three million dollars ($3,000,000) provided NL Southlake LLC complies with the following: o Must generate a minimum of $75,000 in General Fund Sales Tax (1%) for the corresponding calendar year and excludes sales tax generated for any other City funding source or state-generated sales tax. o Maintain a minimum and starting total of seventy-five (75) total employees at opening and escalated to one-hundred seventy-five (175) by 2032 per the employment schedule in the agreement. o Make a Capital Investment in the development of the site in the amount of at least $17,200,000. o The restaurant must open no later than April 1, 2027. o The event center must open by October 1, 2027 as proposed by this amendment. o All retail must open by June 30, 2032. o The improvements shall conform to the approved Site Plan, unless amended and approved by the City Council, and all building and construction materials identified therein and as described in the agreement attached. Page 3 of 25 • The City will also reimburse NL Southlake LLC the costs and fees collected by the City associated with construction permits and fees in an amount not to exceed two hundred thousand dollars ($200,000). • The City agrees to waive or otherwise defer or credit any tree mitigation fee costs over seventy-five thousand dollars ($75,000) prior to or at the time of issuance of Certificate of Occupancy. Alternatives: Approve the amended agreement, direct staff to revise the agreement and return for City Council consideration at a future meeting or deny the agreement. Supporting Documents: Economic Development Program Agreement Staff Contact: Daniel Cortez (817) 748-8039 Page 4 of 25 CITY OF SOUTHLAKE, TEXAS AND NL SOUTHLAKE LLC, INC., dba DAKOTA’S STEAKHOUSE CHAPTER 380 ECONOMIC DEVELOPMENT PROGRAM AGREEMENT This CHAPTER 380 ECONOMIC DEVELOPMENT PROGRAM AGREEMENT (this “Agreement”) is made and entered into by and between the CITY OF SOUTHLAKE, TEXAS, a Texas home rule municipality (the “City”), and NL SOUTHLAKE LLC, a Texas limited liability company, dba Dakota’s Steakhouse (the “Company”), each of which may be singularly referred to as a “Party” and jointly referred to as “Parties,” for the purposes and considerations stated below. WHEREAS, the Company is developing unimproved real property at 1901 W. Kirkwood Boulevard, Southlake, Texas 76092 (the “Property” as further defined below), and desires to construct a Restaurant, Event Center, and Retail Buildings on the Property; and WHEREAS, the Company proposes to make a significant private investment in the undeveloped Property; and WHEREAS, the City has the authority under Article 3, Section 52 -a of the Texas Constitution and Chapter 380 of the Texas Local Government Code (“Chapter 380”) to make loans or grants of public funds for the purposes of promoting local economic development and stimulating business and commercial activity within the City and the State of Texas; and WHEREAS, the City desires to provide, pursuant to Chapter 380, a certain grants and incentives to the Company to develop and the Property and locate the Restaurant, Event Center, and Retail Buildings within the municipal boundaries of the City; and WHEREAS, the City has determined in the exercise of its governmental functions that a grant of funds to the Company will serve the public purposes of promoting local economic development and stimulating business and commercial activity within the City and the Sta te of Texas; and WHEREAS, the City finds that a grant of funds would satisfy a fundamental objective of the City’s strategy, which is to attract and keep top businesses to drive a dynamic and sustainable economic environment; and WHEREAS, the City finds that a grant of funds will further City-identified goals, including: (a) supporting comprehensive plan implementation; (b) adding to the identified target industry inventory; (c) supporting identified workforce goals related to daytime population; (d) incorporating preferred quality of life benefits quality dining destinations in alignment with strategic objectives, city goals, and comprehensive plan recommendations; and WHEREAS, the City further finds that were it to provide the incentives, doing so will be in alignment with the City’s comprehensive plan, including: (a) Vision, Goals, and Objectives; (b) the Consolidated Future Land Use Plan; (c) the Economic Development Master Plan; and (d) the Tourism Plan. Page 5 of 25 NOW THEREFORE, for and in consideration of the mutual covenants, terms, conditions, and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: SECTION 1. FINDINGS INCORPORATED. The foregoing recitals are hereby incorporated into the body of this Agreement and shall be considered part of the mutual covenants, consideration and promises that bind the Parties. SECTION 2. PROGRAM APPROVED. The City Council of the City hereby establishes a Chapter 380 economic development program (the “Program”) to facilitate the construction of the Restaurant, Event Center, and Retail Buildings and determines that this Agreement will effectuate the purposes of the Program, and that the Company’s performance of its obligations herein will promote local economic development and stimulate business and commercial activity within the City and the State of Texas. SECTION 3. TERM. This Agreement shall be effective as of the Effective Date and shall terminate when all terms and conditions of this Agreement have been fulfilled, unless terminated earlier pursuant to the terms of this Agreement. SECTION 4. DEFINITIONS. The following words shall have the following meanings when used in this Agreement: “Agreement” means this Chapter 380 Economic Development Program Agreement, together with all exhibits and schedules attached to this Agreement, if any, as amended by mutual written agreement of the Parties from time to time. “Capital Investment” means the dollar value of money or other items of value contributed towards the Improvements. “Certificate of Occupancy” means an approval issued by the City after final inspection reflecting that construction of the Improvements has been completed in conformance with all appropriate City codes and requirements. Separate Certificates of Occupancy may be issued for the separate Improvements required hereunder. “City” means the City of Southlake, Texas, a Texas home -rule municipality, whose address for the purposes of this Agreement is 1400 Main Street, Suite 460, Southlake, Texas 76092. “Company” means NL Southlake LLC, a Texas limited liability company, dba Dakota’s Steakhouse, whose address is 25 Highland Park Village, Suite 100 -580, Dallas, TX 75205. “Construction Costs” means the cost of permits, fees, surveying, and construction of Page 6 of 25 the infrastructure improvements. Construction Costs do not include the cost of design, construction document preparation, bidding, the cost of land, interest on construction financing, marketing costs, or other similar soft costs. “Contractor” means all contractors under prime contracts and subcontractors under sub-contracts as defined by 34 Texas Administrative Code, Section 3.291, and hired by Company to develop the Property. “Effective Date” means the last date this Agreement is signed by either Party. “Event Center” means the approximately 10,000 square foot event space operating in a separate building from the Restaurant and Retail Buildings at the Property. “Event of Default” means and includes any of the Events of Default set forth below in the Section 7. “Force Majeure” means any act of God or the public enemy, war, riot, civil commotion, fire, explosion or flood, pandemic, and strikes or other act beyond the reasonable control of the Parties that lasts for a consecutive, uninterrupted period of sixty (60) days or more, but not including market conditions or lack of Company funds. “Impositions” means all taxes, use and occupancy taxes, sales taxes, charges, excises, license and permit fees, and other charges by any governmental authority, which are or may be assessed, charged, levied, or imposed by any governmental authority on the Company, or any property or any business owned by the Company within the City. “Improvements” means collectively, the construction of an approximately 10,000 square foot Restaurant space, approximately 10,000 square foot Event Center space, and 10,000 square feet of Retail Buildings on the Property as the new location of the Improvements. “Open” means the date the Restaurant, Event Center, and Retail Buildings, respectively, open for business to the general public. “Program Grant” or “Program Grant Payment” means the economic development grants paid by the City to the Company in accordance with this Agreement. “Property” means that real property known as, 1901 W. Kirkwood Boulevard, Southlake, Texas 76092, and being more particularly described as Lot 1R1R2, Block 1, Sabre Group Campus Addition and as shown on the attached Exhibit A, which is attached hereto and incorporated into this Agreement as if fully set forth herein. “Restaurant” means the approximately 10,000 square foot space at the Property being operated as Dakota’s Steakhouse. “Sales Tax” means the City’s unrestricted municipal general fund sales and use tax, currently at the rate of one percent (1.0%), pursuant to Section 321.103 of the Texas Tax Code, as amended, generated from the Property and received by the City; provided, should the Texas Legislature amend the applicable tax code provision to increase or decrease the amount of allowed municipal sales and use tax, then in the Page 7 of 25 event of a decrease, Sales Tax shall mean the actual amount of sales and use tax received by the City, and in the event of an increase, the unrestricted municipal general fund sales and use tax shall mean one percent (1.0%). Sales taxes specifically excluded from this definition include any present or future sales tax that, on account of their designation or commission to a specific purpose or entity pursuant to state or local law, are not retained by the City for general use. “Sales Taxes Paid” means Sales Tax paid to and received by the City net of any fees charged by the State Comptroller, generated by the use and operation of the Improvements located on the Property. “Sales Tax Report” has the meaning set forth in Section 5(H). “Separated Contract” means a written contract between the Company and its Contractor(s) as defined by 34 Texas Administrative Code, Section 3.291, for construction of Improvements on the Property. “Term” means the term of this Agreement as specified in Section 3 of this Agreement. SECTION 5. OBLIGATIONS OF THE COMPANY. The Company covenants and agrees with the City that, while this Agreement is in effect, it shall comply with the following terms and conditions: (A) Completion of Improvements. The Company agrees that the Restaurant must Open no later than April 1, 2027 and the Event Center must Open no later than October 1, 2027 and a Certificate of Occupancy issued for both the Restaurant and Event Center by the City of Southlake; provided, however, that if requested in writing by the Company, the Southlake City Council will extend this deadline, if in the City’s reasonable discretion the Southlake City Council determines that an extension is warranted because of: (a) an event of Force Majeure that delays or suspends construction of the Restaurant and Event Center for a period of time such as to prevent the Restaurant and Event Center from Opening by April 1, 2027 and October 1, 2027 respectively; or (b) disruption due to construction of off -site infrastructure improvements by the City for a period of time such as to prevent the Restaurant from Opening by April 1, 2027. The Property shall be used only in compliance with the City’s Comprehensive Zoning Ordinance. The Company also agrees that the Retail Buildings will Open no later than April 1, 2032; provided, however, that if requested in writing by the Company, the Southlake City Council will extend this deadline, if in the City’s reasonable discretion the Southlake City Council determines that an extension is warranted because of: (a) an event of Force Majeure that delays or suspends construction of the Retail Buildings for a period of time such as to prevent the Retail Buildings from Opening by April 1, 2032; or (b) disruption due to construction of off -site infrastructure improvements by the City for a period of time such as to prevent the Retail Buildings from Opening by April 1, 2032. The property shall be used only in compliance with the City’s Comprehensive Zoning Ordinance. (B) Design. The Improvements shall conform to the approved Site Plan, unless amended Page 8 of 25 and approved by the City Council, and all building and construction materials identified therein. The Improvements shall also consist of a full glass window, a cascading waterfall, and the installation of Italian marble in the dining room of the Restaurant. An elevator tube and professional lighting and sound system are to be installed in the Event Center. These permanent improvements are to be in place at the issuance of Certificate of Occupancy for the Restaurant and Event Center. (C) Capital Investment. The Company agrees to make a Capital Investment in the amount of at least $17,200,000 into the Improvements, and further agrees to provide proof of Construction Costs, in a manner acceptable to the City, of such Capital Investment to the City within thirty (30) days of the final Open date of the Improvements. (D) Performance. The Company agrees to perform and comply with all terms, conditions, and provisions set forth in this Agreement and in all other instruments and agreements between the Company and the City. (E) Minimum Number of Employees. The Company agrees to create a minimum of 175 total employees by April 1, 2032, and retail them for the term of this Agreement according to the following schedule: No later than Number of Employees 06-30-2027 75 06-30-2029 100 06-30-2030 125 06-30-2031 150 06-30-2032 175 The Company agrees to provide proof of employee count, in a manner acceptable to the City, on an annual basis. (F) Restaurant/Event Center Agreement: The Company will make available to the City, at no cost, and at a time convenient for the City, subject to restaurant/event space availability, a minimum of two (2) events to be held annually in the Restaurant or Event Center during a period of time begi nning on the Open date of the Restaurant or Event Center and continuing for ten (10) years thereafter. Additionally, during the 10-year period, the Company will waive any and all costs of event space usage, rental, equipment, and staffing fees, and the City will be provided with a $3,000 total discount per event of food, beverages, and services for each event for a total annual discount of $6,000 for two (2) events. Any food, beverages, and service costs over the $3,000 total discount per event will be provided at a fifty percent (50%) discount. As a tax-exempt entity, at no time will the City be charged any taxes for products or services to the extent permitted by applicable law. The Restaurant or Event Center reservation is to be reserved only by the City of Southlake Economic Development & Tourism staff, subject to its availability. (G) Undocumented Workers. The Company certifies that the Company does not and will not knowingly employ an undocumented worker in accordance with Chapter 2264 of the Texas Government Code, as amended, in carrying out its obligations under this Agreement. If during the Term of this Agreement the Company is convicted of a Page 9 of 25 violation under 8 U.S.C. § 1324a(f), the Company shall repay the amount of the Program Grant provided under this Agreement received during the previous 12 months, plus interest at the rate of the prime rate published in the Wall Street Journal plus two percent (2%) per annum, not later than the 120th day after the date the City notifies the Company of the violation. (H) Sales Tax Reports. The Company shall authorize the State Comptroller to issue Sales Tax Reports to the City for the total taxable sales consummated at the Property on an annual basis, but only to the extent that the City does not have access to such Sales Tax Reports. The City’s obligations to make Program Grant Payments are contingent upon receipt of (or access to) the Sales Tax Reports or the tax information contemplated in the next succeeding sentence. In the event such Sales Tax Reports are not available from the State Comptroller, the Company shall use its reasonable efforts to provide the City with information to verify taxable sales from the Property before any Program Grant Payment will be made. (I) Minimum Annual Sales Tax Generation. In order to be eligible for any annual Grant Payment under Section 6(A), the Property must generate a minimum of $75,000 in Sales Tax (1%) for the corresponding calendar year and excludes sales tax generated for any other City funding source or state generated sales tax. The $75,000 in Sales Tax can be pro-rated for the first and last year of this agreement if less than a full 12-month year. (J) Taxes. During the term of this Agreement, the Company shall timely pay all ad valorem taxes, sales and use taxes, utility charges and fees, and any other Impositions due by the Company to the City (to the extent not being contested in good faith) or the City’s obligations under this Agreement can be nullified and this Agreement terminated by the City. Additionally, the Company, upon the City’s request, will furnish evidence reasonably satisfactory to the City, on or before the first March 1st date following the Open date of the Restaurant and Event Center, and on or before March 1st of each calendar year thereafter during the Term of this Agreement, that there are no delinquent Sales Taxes, City utility charges or fees, or ad valorem taxes, and any other Impositions due and owing as to the Property and that all such taxes for the preceding calendar year have been paid in full (to the extent not being contested in good faith). (K) Architectural and Building Material Standards. In consideration for the mutual covenants and conditions contained in this Agreement and pursuant to §3000.002(d) of the Texas Gov’t Code, Company voluntarily consents to the application of all City regulations related to the use or installation of a bu ilding product or material in the construction, renovation, maintenance, or other alteration of a residential or commercial building on the Property, regardless of whether a different building product or material is approved for use by a national model code published within the last three code cycles that applies to the construction, renovation, maintenance, or other alteration of the building. In addition, Company voluntarily consents to the application of the City’s regulations that establish a standard for a building product, material, or aesthetic method in construction, renovation, maintenance, or other alteration of a residential or commercial building, regardless of whether the standard is more stringent than a standard for the product, material, or aesthetic method under a national model code published within the last three code cycles that applies to the Page 10 of 25 construction, renovation, maintenance, or other alteration of the building. The elevations, materials, concepts, renderings, and architectural standards depicted on Exhibit A establish the exclusive exterior construction and design standards for all buildings to be constructed on the Property, which may be modified with the mutual written consent of the Parties. SECTION 6. OBLIGATIONS OF THE CITY. Program Grant Payments of the Sales Tax rebate shall be paid according to the following terms: (A) Program Grant Payment. Upon the satisfaction of the Company’s obligations under Section 5, and so long as the Company remains in compliance with the provisions of Section 5, the City agrees to pay the Company a Program Grant Payment equal to seventy-five percent (75%) of the Sales Tax Paid, which payment shall be made for a period beginning the first full calendar month for which the Company has filed its Sales Tax Report with the State Comptroller, and continuing thereafter for one hundred twenty (120) consecutive months. Unde r no circumstances will the grants under this subsection exceed Three Million Dollars ($3,000,000), in the aggregate, during the 10 - year term of the Agreement. (B) Grant Paid Annually. The City will pay the Program Grant Payment on an annual basis, based on the Sales Tax Report from the State Comptroller received by the City during each calendar year. The City will remit the Program Grant Payment to the Company annually upon receiving written request by the Company. Such request will demonstrate compliance with Section 5 of the Agreement, in a manner acceptable by the City, and by March 31st of the year following such calendar year and receipt of all of the following: (1) the Sales Tax Reports specified in Section 5(H) of this Agreement for each month of the applicable calendar year; (2) the area reports or other information establishing the amounts of received sales and use tax from the Comptroller’s office for each month in the applicable calendar year; and (3) the City’s receipt of the sales and use tax from the Comptroller’s office for each month of the applicable calendar year. (C) Sales Tax Construction Materials. The City agrees that it shall pay the Company an amount equal to one hundred percent (100%) of the Sales Tax sourced to the Property through the use of Separated Contracts and received by the City and directly related to the purchase, consumption, and incorporation of construction materials into the Property by the Company or its Contractor retained by the Company within a two (2) year period from the date Certificates of Occupancy are issued in connection with the final completion of construction of the applicable Improvement; provided, however, that under no circumstances will the payments exceed One Hundred Thousand Dollars ($100,000). The aforementioned two (2) year period will commence upon the Company’s purchase of the first taxable item sourced to the Property in connection with the construction of the Improvements. To receive payments under this Section, the Company must submit proof of sales and use taxes paid on construction materials and sourced to the Property to the City within one hundred eighty (180) days after the date Certificates of Occupancy are issued in connection with the final completion of construction of the applicable Improvement. The City’s payment will be made within thirty (30) days of City’s receipt of verification from the State Comptroller that the City Page 11 of 25 has received Sales and Use Tax attributable to the purchase of construction materials in connection with the applicable Improvement. Program Grant Payments for construction shall be paid according to the following terms: (D) Construction Permit Reimbursement. The City agrees to reimburse the Company the costs and fees collected by the City associated with construction permits and fees in an amount not to exceed two hundred thousand dollars ($200,000). The construction permits and fees collected and reimbursed by the City will not apply to those costs and fees associated with paying another entity such as, but not limited to, the City of Fort Worth water impact fee. (E) Tree Mitigation Fees. The City agrees to waive or otherwise defer or credit any tree mitigation fee costs over seventy-five thousand dollars ($75,000). However, tree mitigation fees up to seventy-five thousand dollars ($75,000) will be collected by the City prior to or at the time of issuance of Certificate of Occupancy for any building on the Property. No Certificate of Occupancy shall be issued until the payment of tree mitigation fees is received by the City. (F) This Agreement shall be interpreted in harmony with 34 Texas Administrative Code, Section 3.291, and the Program Grant Payment provided in this Agreement is contingent upon any change in Texas law, or any change in rules or regulations by governmental authorities resulting in the Property no longer being defined as the location of the job site, or the location where the order for materials is placed. SECTION 7. EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: (A) Default. Failure of the Company or the City to comply with or to perform any term, obligation, covenant, or condition contained in this Agreement or in any related documents, and the Company or the City fails to cure such failure within thirty (30) days after written notice from the City or the Company, as the case may be, describing such failure, or if such failure cannot be cured within such thirty (30) day period in the exercise of all due diligence, then if the Company or the City fails to commence such cure within such thirty (30) day period or fails to continuously thereafter diligently prosecute the cure of such failure. (B) False Statements. Any written warranty, representation, or statement made or furnished to the receiving Party under this Agreement or any document(s) related hereto furnished to the receiving Party is/are false or misleading in any material respect, either now or at the time made or furnished, and the furnishing Party fails to cure same within thirty (30) days after written notice from the receiving Party describing the violation, or if such violation cannot be cured within such thirty (30) day period in the exercise of all due diligence, then if the furnishing Party fails to commence such cure within such thirty (30) day period or fails to continuously thereafter diligently prosecute the cure of such violation, or if the furnishing Party obtains actual knowledge that any such warranty, representation or statement has become false or misleading after the time that it was made, and the furnishing Party Page 12 of 25 fails to provide written notice to the receiving Party of the false or misleading nature of such warranty, representation or statement within ten (10) days after the furnishing Party learns of its false or misleading nature. (C) Insolvency. The dissolution or termination of the Company’s existence as a going business or concern, the Company’s insolvency, appointment of receiver for any part of the Company’s property, any assignment of all or substantially all of the assets of the Company for the benefit of creditors of the Company, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against the Company unless, in the case of involuntary proceedings, such proceedings are discharged within ninety (90) days after filing. SECTION 8. EFFECT OF AN EVENT OF DEFAULT. (A) Notice and Remedies. In the event of default under this Agreement, including, without limitation, Section 7, the non-defaulting Party shall give written notice to the defaulting Party of any default, and the defaulting Party shall have the period provided in Section 7 to cure said default. Should said default remain uncured as of the last day of the applicable cure period and the non -defaulting Party is not otherwise in default, the non-defaulting Party shall have the right to immediately terminate this Agreement. In the event the City terminates this Agreement as a result of the foregoing, it will have no further obligation to make any remaining Program Grant Payment. Additionally, the Company will owe the City repayment of the previous year’s Program Grant Payment made to the Company, plus interest at the rate of the prime rate per annum, as calculated pursuant to Texas Gov’t Code Ch. 2251. The Company shall pay such funds to the City within sixty (60) days of termination, and the City shall have no obligation to subordinate its right to repayment of the Program Grant Payment to any third-party lender by subordination agreement, collateral assignment, or under any other agreement. (B) Damage Limitation. Neither Party shall be liable to the other Party for indirect, special, or consequential damages. SECTION 9. ADDITIONAL SALES TAX PROVISIONS. The following additional sales tax provisions are a part of this Agreement: (A) Legislative or Judicial Changes. In the event of any legislative or judicial interpretation that limits or restricts the City’s ability to pay the Sales Tax rebates herein provided or otherwise extracts or imposes any penalty or other restriction upon the payment of same, such rebate will cease as of the effective date of such limitation or restriction and be of no further force, effect or consequence in which event the City shall be under no further obligation to the Company as of the effective date of suc h limitation or restriction. However, the City and the Company agree to modify the rebate provided for herein to the extent permitted by such legislative or judicial action to the fullest extent then authorized without penalty or other restriction upon the City for the payment of same. (B) Erroneously Paid Sales Tax. In the event the State Comptroller determines, for any reason, that any Sales Tax were erroneously paid to the City from the sales provided Page 13 of 25 for herein and the City shall be required to rebate or repay any portion of such taxes, the amount of such rebate or repayment shall be deducted from the calculation of the Sales Taxes Paid, and in the event the calculation of Sales Taxes Paid for a Program Grant Payment shall reflect an overpayment by the City to the Company, the Company agrees to reimburse the City the amount of such overpayment. If reimbursement is not received, the City will deduct the overpayment amount at the next program grant payment. Notification of any such required adjustment will be provided to the Company at the earliest practical date. SECTION 10. INDEMNIFICATION. THE PARTIES UNDERSTAND AND AGREE THAT THE CITY DOES NOT CONTROL THE CONTRACTOR AND IS NOT BUILDING THE IMPROVEMENTS. ACCORDINGLY, THE CITY SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND OR CHARACTER TO ANY PERSON OR PROPERTY ARISING FROM THE ACTS OR OMISSIONS OF THE COMPANY OR ITS CONTRACTORS PURSUANT TO THIS AGREEMENT. THE COMPANY HEREBY WAIVES ALL CLAIMS AGAINST CITY AND ITS COUNCIL, DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES (COLLECTIVELY REFERRED TO AS THE “CITY REPRESENTATIVES”) FOR DAMAGE TO ANY PROPERTY OR INJURY TO, OR DEATH OF, ANY PERSON ARISING AT ANY TIME AND FROM ANY CAUSE (OTHER THAN THE SOLE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL ACT OF THE CITY REPRESENTATIVES) ARISING FROM THE ACTS OR OMISSIONS OF THE COMPANY OR ITS CONTRACTORS PURSUANT TO THIS AGREEMENT. COMPANY DOES HEREBY INDEMNIFY, DEFEND, AND SAVE HARMLESS THE CITY REPRESENTATIVES FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, CLAIMS, SUITS, COSTS (INCLUDING COURT COSTS, ATTORNEYS’ FEES AND COSTS OF INVESTIGATION) AND ACTIONS OF ANY KIND BY REASON OF INJURY TO OR DEATH OF ANY PERSON, OR DAMAGE TO OR LOSS OF PROPERTY ARISING FROM COMPANY’S BREACH OF ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT, OR BY REASON OF ANY ACT OR OMISSION ON THE PART OF COMPANY, ITS OFFICERS, DIRECTORS, SERVANTS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUB-CONTRACTOR(S), LICENSEES, SUCCESSORS OR PERMITTED ASSIGNS IN THE PERFORMANCE OF THIS AGREEMENT (EXCEPT WHEN SUCH LIABILITY, CLAIMS, SUITS, COSTS, INJURIES, DEATHS OR DAMAGES ARISE DIRECTLY FROM OR ARE ATTRIBUTED TO THE SOLE NEGLIGENCE, GROSS NEGLIGENCE, OR WILLFUL ACT OF THE CITY REPRESENTATIVES). NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF JOINT OR CONCURRENT NEGLIGENCE OF BOTH THE CITY REPRESENTATIVES AND COMPANY, THE RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE CITY REPRESENTATIVES AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THIS SECTION ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS AND NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. THE COMPANY’S OBLIGATIONS UNDER THIS SECTION SHALL NOT BE LIMITED TO THE LIMITS OF COVERAGE OF INSURANCE MAINTAINED OR REQUIRED TO BE MAINTAINED BY COMPANY UNDER THIS AGREEMENT. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. Page 14 of 25 SECTION 11. ACCESS TO PUBLIC INFORMATION. Notwithstanding any other provision to the contrary in this Agreement, all information, documents, and communications relating to this Agreement may be subject to the Texas Public Information Act and any opinion of the Texas Attorney General or a court of competent jurisdiction relating to the Texas Public Information Act. In addition to the foregoing sentence, the City shall submit to the comptroller the information as required by Texas Local Government Code Sec. 380.004, and any other information the com ptroller considers necessary to operate and update the database described by Section 403.0246, Government Code. Upon the City’s request, Company agrees to provide the City access to contract documents, invoices, receipts, records, and reports to verify Company’s compliance with this Agreement. SECTION 12. GOVERNMENTAL FUNCTIONS AND IMMUNITY. The Parties hereby acknowledge and agree that the City is entering into this Agreement pursuant to its governmental functions and that nothing contained in this Agreement shall be construed as constituting a waiver of the City’s police power, legislative p ower, or governmental immunity from suit or liability, which are expressly reserved to the extent allowed by law. The Parties agree that this is an Agreement for goods or services to the City. To the extent a Court of competent jurisdiction determines that the City’s governmental immunity from suit or liability is waived in any manner, or that this Agreement is subject to the provisions of Chapter 271 of the Texas Local Government Code, as amended, the City’s immunity from suit may be waived only as set forth in Subchapter I of Chapter 271, Texas Local Government Code. Further, the Parties agree that this Agreement is made subject to all applicable provisions of the Texas Civil Practice and Remedies Code, including but not limited to all defenses, limitations, and exceptions to the limited waiver of immunity from liability provided in Chapter 101 and Chapter 75. SECTION 13. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: (A) Amendments. At any time, the City and the Company may determine that this Agreement should be amended for the mutual benefit of the Parties, or for any other reason, including an amendment to induce the Company to continue development and commercial activities in the City when this Agreement could otherwise be terminated. The City and the Company agree to consider reasonable requests for amendments to this Agreement which may be made by any of the Parties hereto, lending institutions, bond counsel, or finan cial consultants. Any amendments to this Agreement must be in writing and signed by the appropriate authorities of both the City and the Company. (B) Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and all obligations of the Parties created hereunder are performable in Tarrant County, Texas. Venue for any action arising under this Agreement shall lie in the state district courts of Tarrant County, Texas. (C) Assignment. This Agreement may not be assigned without the written consent of the 4912-9625-2254 v.2 Page 15 of 25 other Party. (D) Binding Obligation. This Agreement shall become a binding obligation on the Parties upon execution by all signatories hereto. The City warrants and represents that the individual executing this Agreement on behalf of the City has full authority to execute this Agreement and bind the City to the same. The Company warrants and represents that the individual executing this Agreement on the Company’s behalf has full authority to execute this Agreement and bind it to the same. (E) Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. (F) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same document. (G) Entire Agreement. This Agreement constitutes the entire understanding and agreement of the Parties as to the matters set forth in this Agreement. No other understanding, oral or otherwise, in direct conflict with this Agreement shall be deemed to exist or to bind any of the Parties hereto. All prior written or oral offers, counteroffers, memoranda of understanding, proposals and the like are superseded by this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the Party or Parties sought to be charged or bound by the alteration or amendment. Neither Party is relying on any statement, representation, nor warranty of the other Party not expressly set out in this Agreement. Each of the undersigned authorized representatives of the Parties, warrants and represents and does hereby state and represent that no promise or agreement which is not herein expressed has been made to him or her in executing this Agreement, and that neither of the signatories is relying upon any statement or representation of any agent of the Parties. Each Party is relying on his or her own judgment and each Party has been represented by independent counsel of its choosing. This Agreement shall not be construed against the drafter hereof, but shall be construed as if all Parties drafted the same. (H) Force Majeure. It is expressly understood and agreed by the Parties to this Agreement that if the performance of any obligations hereunder is delayed by reason of Force Majeure, the Party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such obligation or requirement shall be extended for a period of time equal to the period such Party was delayed. This section does not affect the Company’s obligations or the City’s discretion described in Section 5(A). (I) Further Acts and Releases. The City and the Company each agree to take such additional acts and execute such other documents as may be reasonable and necessary in the performance of their obligations hereunder. (J) No Third-Party Beneficiaries. The performance of the respective obligations of the City and the Company under this Agreement are not intended to benefit any party other than the City or the Company, except as expressly provided otherwise herein. No person or entity not a signatory to this Agreement shall have any rights or causes Page 16 of 25 of action against any Party to this Agreement as a result of that Party’s performance or non-performance under this Agreement, except as expressly provided otherwise herein. (K) Notices. Any notice or other communication required or permitted by this Agreement shall be in writing and shall be effective: (i) immediately when personally delivered either by hand; or (ii) three (3) days after notice is deposited with the U.S. Postal Service, postage prepaid, certified with return receipt requested, and addressed as follows: if to Company: NL Southlake LLC 25 Highland Park Village, Suite 100-580 Dallas, TX 75205. ATTN: Timothy J McEneny if to the City: City of Southlake 1400 Main Street, Suite 460 Southlake, Texas 76092 ATTN: Director of Economic Development & Tourism With a copy to: Taylor, Olson, Adkins, Sralla & Elam, L.L.P. 6000 Western Place, Suite 200 Fort Worth, Texas 76107 ATTN: Dean Roggia (L) Right of Offset. The City may at its option, after prior written notice to the Company, offset any amounts due and payable under this Agreement against any debt (including taxes, fees, utility charges and any other Impositions) lawfully due and owing 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 has been reduced to judgment by a court. (M) Relationship of Parties. The Parties shall not be deemed in a relationship of partners or joint ventures by virtue of this Agreement, nor shall either Party be an agent, representative, trustee, or fiduciary of the other. Neither Party shall have any authority to bind the other to any agreement. (N) Severability. The City and the Company declare that the provisions of this Agreement are severable. If it is determined by a court of competent jurisdiction that any term, condition, or provision hereof is void, voidable, or unenforceable for any reason whatsoever, then such term, condition, or provision shall be severed from this Agreement and the remainder of this Agreement enforced in accordance with its terms. (O) Attorneys’ Fees. In the event that either Party hereto brings an action or other proceeding to enforce or interpret the terms and provisions of this Agreement, the prevailing Party in that action or proceeding shall be entitled to have and recover from the non-prevailing Party all such fees, costs and expenses (including, without limitation, all court costs and reasonable attorneys’ fees) as the prevailing Party may Page 17 of 25 suffer or incur in the pursuit or defense of such action or proceeding. (P) Texas Boycott Prohibitions. To the extent required by Texas law, Company verifies that: (1) It does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association, as defined in Texas Governmen t Code § 2274.001, and that it will not during the term of the Contract discriminate against a firearm entity or firearm trade association; (2) It does not “boycott Israel” as that term is defined in Texas Government Code § 808.001 and 2271.001, and it wil l not boycott Israel during the term of the Contract; (3) It does not “boycott energy companies,” as those terms are defined in Texas Government Code §§ 809.001 and 2276.001, and it will not boycott energy companies during the term of the Contract; (4) It does not engage in scrutinized business operations with Sudan, Iran, or designated foreign terrorist organization as defined in Texas Government Code, Chapter 2270; and (5) It is not owned by or the majority of its stock or other ownership interest is held or controlled by i) individuals who are citizens of China, Iran, North Korea, Russia, or a designated country as defined by Texas Government Code § 2275.0101; or ii) a Company or other entity, including a governmental entity, that is owned or controlled by citizens of or is directly controlled by the government of China, Iran, North Korea, Russia, or a designated country; nor is it headquartered in China, Iran, North Korea, Russia, or a designated country. (Q) 380 Grant Limitations. Under no circumstances shall the obligations of the City hereunder be deemed to create any debt within the meaning of any constitutional or statutory provision; provided, however, the City agrees during the term of this Agreement to make a good faith effort to appropriate funds to pay the grant for this Agreement. Further, City shall not be obligated to pay any lienholder, commercial bank, lender, or similar Person or financial institution for any loan or credit agreement made by the Company. None of the obligations of City under this Agreement shall be pledged or otherwise encumbered by the Company in favor of any lienholder, commercial bank, lender, or similar Person, or financial institution. (R) Ethics Disclosure. The Company represents that it has completed a TEC form 1295 (“Form 1295”) generated by the TEC’s electronic filing application in accordance with the provisions of Texas Government Code 2252.908 and the rules promulgated by the TEC. The Parties agree that, with the exception of the information identifying the City and the contract identification number, the City is not responsible for the information contained in the Form 1295. The information contained in the Form 1295 has been provided solely by Company and the City has not verified such information. The City hereby confirms timely receipt of the Form 1295 from the Company pursuant to Section 2252.908, and the City agrees to acknowledge such form with the TEC through its electronic filing application system not later than the 30th day after the receipt of such form. (S) Texas Government Code Verifications. SRH represents and warrants that it does not and during the duration of this Agreement will not: (1) do business with Iran, Sudan, or a foreign terrorist organization, as defined in Texas Government Code Chapter 2270 , as amended; (2) boycott Israel as that term is defined in Texas Government Code Section Page 18 of 25 808.001 and Chapter 2271 , as amended; (3) discriminate against a firearm entity or firearm trade association as defined in Texas Government Code Chapter 2274 , as amended; (4) Operate as a foreign owned or controlled company in connection with a critical infrastructure project as defined in Texas Government Code Chapter 2275 , as amended; or (5) boycott energy companies as defined in Texas Government Code Section 809.001 and Chapter 2276 , as amended. Page 19 of 25 IN WITNESS WHEREOF, the Parties have executed this Agreement and caused this Agreement to be effective as of the last date signed below. CITY OF SOUTHLAKE, TEXAS _____________________________________ By: Shawn McCaskill, Mayor Date: ________________________________ STATE OF TEXAS § COUNTY OF TARRANT § Before me on this day personally appeared Shawn McCaskill, Mayor of the City of Southlake, Texas, on behalf of the City. Given under my hand and seal of office this ___ day of __________, 2026. SEAL My Commission Expires: Notary Public in and for the State of Texas Page 20 of 25 COMPANY: NL SOUTHLAKE, LLC _____________________________________ By: Timothy McEneny, CEO Date: ________________________________ CORPORATE ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF § BEFORE ME, the undersigned authority in and for County, Texas, on this day personally appeared Timothy McEneny, CEO, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that he is the CEO of NL Southlake, LLC and that he is authorized by said limited liability company to execute the foregoing instrument as the act of such limited liability company for the purposes and consideration therein expressed, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the ________ day of _____________________________, 202 6. __________________________________ Notary Public in and for The State of Texas My Commission Expires: __________________________________ Typed or Printed Name of Notary ______________________ Page 21 of 25 Exhibit A Page 22 of 25 Page 23 of 25 Page 24 of 25 Page 25 of 25