R-13-08-08-G14 - 8/8/2013RESOLUTION NO. R -13-08-08-G14
WHEREAS, NIR Investments, Ltd. ("NIR") currently owns the property located at 115
Bagdad, ("Bagdad Tract") which it leases to BGS Acquisitions Corp., ("BGS") which is operating the
Builders Gypsum Supply Company at such location; and
WHEREAS, City would like to acquire the Bagdad Tract from NIR to promote economic
development in the downtown area, and
WHEREAS, NIR would like to sell the Bagdad Tract to the City in lieu of acquisition by
eminent domain and acquire a tract of land located at 1302 Chisholm Trail, ("Chisholm Trail Tract"),
which tract is a suitable location BGS to relocate its business; and
WHEREAS, BGS would like to move its business from the Bagdad Tract to the Chisholm
Trail Tract; and
WHEREAS, the purpose of this Resolution is to approve an economic development agreement
as contemplated by Chapter 380 of the Texas Local Government Code whereby NIR will sell the
Bagdad Tract and purchase the Chisholm Trail Tract and BGS will relocate its business to the
Chisholm Trail Tract; Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City, an Economic
Development Agreement with NIR Investments, Ltd., a copy of same being attached hereto as Exhibit
"A" and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted
0112.1304;00279224
RESOLVED this 8th day of August, 2013.
Om
ALAN MCGRAW, Mayor
City of Round Rock, Texas
ATTEST:
SARA L. WHITE, City Clerk
EXHIBIT
ECONOMIC DEVELOPMENT AGREEMENT
This Economic Development Agreement ("Agreement") is entered into this day of
August, 2013, by and between the CITY OF ROUND ROCK, TEXAS, a Texas home rule
municipal corporation ("City"), and NIR INVESTMENTS, LTD., a Texas limited partnership,
("NIR").
WHEREAS, the City has adopted Resolution No.
attached as Exhibit "A", establishing an economic development program which will result in
positive economic benefits to the City as set forth herein, and Resolution No.
, attached as Exhibit "B", authorizing the
Mayor to enter into this Agreement; and
WHEREAS, NIR currently owns the property located at 115 Bagdad, ("Bagdad Tract") which it
leases to BGS Acquisitions Corp., ("BGS") which is operating the Builders Gypsum Supply
Company at such location; and
WHEREAS, City would like to acquire the Bagdad Tract from NIR to promote economic
development in the downtown area, and
WHEREAS, NIR would like to sell the Bagdad Tract to the City in lieu of acquisition by
eminent domain and acquire a tract of land located at 1302 Chisholm Trail, ("Chisholm Trail
Tract"), which tract is a suitable location BGS to relocate its business; and
WHEREAS, BGS would like to move its business from the Bagdad Tract to the Chisholm Trail
Tract; and
WHEREAS, the purpose of this Agreement is to promote economic development as
contemplated by Chapter 380 of the Texas Local Government Code whereby NIR will sell the
Bagdad Tract and purchase the Chisholm Trail Tract and BGS will relocate its business to the
Chisholm Trail Tract; and
WHEREAS, the City has agreed to provide performance based economic development grants to
NIR to help defray a portion of the costs of acquiring the Chisholm Trail Tract and upgrading
existing buildings and/or constructing new buildings required by BGS ("Improvements");
NOW, THEREFORE, in consideration of the mutual benefits and promises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
City and NIR agree as follows:
1. Authority. The City's execution of this Agreement is authorized by Chapter 380 of the
Texas Local Government Code and the City Resolution attached hereto as Exhibit "B", and
constitutes a valid and binding obligation of the City in the event NIR proceeds with the sale of
the Bagdad Tract, the acquisition of the Chisholm Trail Tract, and the construction of the
Improvements. The City acknowledges that NIR is acting in reliance upon the City's
080813_3 80Agreement_ExhibitA.DOC
performance of its obligations under this Agreement in making its decision to commit substantial
resources and money to performing its obligations.
2. Definitions.
2.1 "Economic Incentive Payment(s)" ("EIPs") means the amount paid by the City
to NIR under the Program.
2.2 "Effective Date" means the date this Agreement is executed to be effective by
the City and NIR.
2.3 "Project" means the sale of the Bagdad Tract from NIR to the City, the
acquisition of the Chisholm Trail Tract by NIR and the construction of the
Improvements, and the relocation of BGS's business to the Chisholm Trail Tract.
3. Term. This Agreement shall become enforceable upon its Effective Date. This
Agreement shall terminate upon the earlier to occur of: (i) one (1) year after the Effective Date;
or (ii) NIR's receipt of the total EIPs provided for herein related to the Project. An equitable
adjustment shall be made to the Term if the completed Project is delayed for a significant period
of time due to a `force majeure event" as defined herein.
4. Rights and Obligations of NIR. In consideration of the City's compliance with this
Agreement, NIR agrees as follows:
4.1 NIR Duties. NIR will convey the Bagdad Tract to the City, acquire the Chisholm
Trail Tract, construct the Improvements, and cause BGS to occupy the
Improvements.
4.2 Compliance with Development Regulations and Other Ordinances. NIR shall
comply with the City's development approval processes and shall construct the
Improvements consistent with City ordinances, City -approved development
regulations, and other City development requirements.
4.3 NIR Accounting. NIR shall maintain complete books, invoicing and other records
showing all expenses of any nature that City is to or will reimburse or pay under
this Agreement. No reimbursements as described herein will be paid until such
books, invoicing and other records shall be presented to the duly authorized
officers or agents of the City during normal business hours.
5. Rights and Obligations of the City. In consideration of NIR's compliance with this
Agreement, the City agrees as follows:
5.1 Reimbursement. Subject to the conditions stated herein, the City shall make
EIP's to NIR to reimburse it for a portion of its costs related to the construction of
the Improvements, but in no event more than $1,000,000 (the "Reimbursement").
2
5.2 Time of Reimbursement. The City shall, subject to the conditions set out herein,
make EIP's to NIR as follows: (1) $450,000 on or before forty-five (45) days after
the date that NIR acquires title to the Chisholm Trail Tract; and (2) $550,000 on
or before thirty (30) days after NIR receives a Certificate of Occupancy for the
Improvements AND BGS has actually relocated and occupied the Improvements.
6. Miscellaneous.
6.1 Mutual Assistance. The City and NIR will do all things reasonably necessary or
appropriate to carry out the terms and provisions of this Agreement, and to aid
and assist each other in carrying out such terms and provisions in order to put
each other in the same economic condition contemplated by this Agreement
regardless of any changes in public policy, the law, or taxes or assessments
attributable to the Property.
6.2 Representations and Warranties. The City represent and warrant to NIR that the
Program and this Agreement are within its authority, and that it is duly authorized
and empowered to establish the Program and enter into this Agreement, unless
otherwise ordered by a court of competent jurisdiction. NIR represents and
warrants to the City that it has the requisite authority to enter into this Agreement.
6.3 Default. If the City or NIR should default in the performance of any obligations
of this Agreement, the other party shall provide such defaulting party written
notice of the default, and a minimum period of thirty (30) days to cure such
default, prior to instituting an action for breach or pursuing any other remedy for
default. If the City remains in default after notice and opportunity to cure, NIR
shall have the right to pursue any remedy at law or in equity for the City's breach.
If NIR remains in default after notice and opportunity to cure, the City's remedy
shall be limited to a termination of this Agreement.
6.4 Attorney's Fees. In the event any legal action or proceeding is commenced
between the City and NIR to enforce provisions of this Agreement and recover
damages for breach, the prevailing party in such legal action shall be entitled to
recover its reasonable attorney's fees and expenses incurred by reason of such
action, to the extent allowed by law.
6.5 Entire Agreement. This Agreement contains the entire agreement between the
parties. This Agreement may only be amended, altered or revoked by written
instrument signed by the City and NIR.
6.6 Binding Effect. This Agreement shall be binding on and inure to the benefit of
the parties, their respective successors and assigns.
6.7 Assignment. NIR may not assign all or part of its rights and obligations to a third
party without the express written consent of the City.
3
6.8 Amendment. This Agreement may be amended by the mutual written agreement
of the parties.
6.9 Termination. In the event NIR elects not to proceed with the Project as
contemplated by this Agreement, NIR shall notify the City in writing, and this
Agreement and the obligations on the part of both parties shall be deemed
terminated and of no further force or effect. In addition, this Agreement shall
terminate when NIR has been paid the Reimbursement in full, or one (1) year has
expired, whichever first occurs.
6.10 Notice. Any notice and or statement required and permitted to be delivered shall
be deemed delivered by actual delivery, facsimile with receipt of confirmation, or
by depositing the same in the United States mail, certified with return receipt
requested, postage prepaid, addressed to the appropriate party at the following
addresses:
NIR: NIR INVESTMENTS, LTD.
Attn:
with a copy to:
City:
Ph: ( ) -
Email:
Mark Dietz
Dietz & Jarrard P.C.
106 E. Fannin Ave
Round Rock, Texas 78664
Ph: (512)244-9314
Email: rmdietz czlawdietz.com
Steve Norwood, City Manager
City of Round Rock
221 East Main St.
Round Rock, TX 78664
Ph: (512) 218-5401
Email: snorwoodcroundrocktexas.gov
4
with a copy to:
Stephan L. Sheets, City Attorney
Sheets & Crossfield, P.C.
309 East Main St.
Round Rock, TX 78664
Ph: (512) 255-8877
Email: steve@scrrlaw.com
Either party may designate a different address at any time upon written notice to the other party.
6.11 Interpretation. Each of the parties have been represented by counsel of their
choosing in the negotiation and preparation of this Agreement. Regardless of
which party prepared the initial draft of this Agreement, this Agreement shall, in
the event of any dispute, however its meaning or application, be interpreted fairly
and reasonably and neither more strongly for or against any party.
6.12 Applicable Law. This Agreement is made, and shall be construed and interpreted,
under the laws of the State of Texas and venue shall lie in Williamson County,
Texas.
6.13 Severability. In the event any provisions of this Agreement are illegal, invalid or
unenforceable under present or future laws, and in that event, it is the intention of
the parties that the remainder of this Agreement shall not be affected. It is also
the intention of the parties of this Agreement that in lieu of each clause and
provision that is found to be illegal, invalid or unenforceable, a provision be
added to this Agreement which is legal, valid or enforceable and is as similar in
terms as possible to the provision found to be illegal, invalid or unenforceable.
6.14 Paragraph Headings. The paragraph headings contained in this Agreement are for
convenience only and will in no way enlarge or limit the scope or meaning of the
various and several paragraphs.
6.15 No Third Party Beneficiaries. This Agreement is not intended to confer any
rights, privileges or causes of action upon any third party.
6.16 Force Majeure. Except as otherwise provided herein, an equitable adjustment
shall be made for delay or failure in performing if such delay or failure is caused,
prevented, or restricted by conditions beyond that Party's reasonable control (a
`force majeure event"). A force majeure event for the purposes of this
Agreement shall include, but not be limited to, acts of God, fire; explosion,
vandalism; storm or similar occurrences; orders or acts of military or civil
authority; litigation; changes in law, rules, or regulations outside the control of the
affected Party; national emergencies or insurrections; riots; acts of terrorism; or
supplier failures, shortages or breach or delay. Except as otherwise expressly
5
provided herein, there shall be an equitable adjustment allowed for performance
under this Agreement as the result of any event of force majeure.
6.17 Exhibits. The following Exhibit "A" is attached and incorporated by reference for
all purposes:
Exhibit "A": City Resolution No.
Exhibit "B": City Resolution No.
6.18 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 any partnership or
joint venture among the parties. The City, its past, present and future officers,
elected officials, employees and agents of the City does not assume any
responsibilities or liabilities to any third party in connection with the development
of the Project or the design, construction or operation of any portion of the
Project.
6.19 No Waiver. Nothing contained herein shall be construed as the City's waiver of
any of its rights under the common law, constitutional law, or statutory law
regarding sovereign immunity.
EXECUTED to be effective as of the
Date").
day of , 2013 (the "Effective
6
APPROVED as to form:
Stephan L. Sheets, City Attorney
CITY OF ROUND ROCK, TEXAS, a Texas
home rule city and municipal corporation
By:
Alan McGraw, Mayor
NIR INVESTMENTS, LTD, a Texas Limited
Partnership
By:
Rigo Flores, its General Partner
7
EXHIBIT "A"
CITY RESOLUTION NO.
8
EXHIBIT "B"
CITY RESOLUTION NO.
9
ROUND ROCK, TEXAS
PURPOSE FUSION PROSPERITY
City of Round Rock
Agenda Item Summary
Agenda Number: G.14
Title: Consider a resolution authorizing the Mayor to execute an Economic
Development Agreement with NIR Investments, Ltd to encourage NIR to
relocate its tenant, BGS Acquisition Corp, from property located at 115
Bagdad to 1302 Chisholm Trail Road.
Type: Resolution
Governing Body: City Council
Agenda Date: 8/8/2013
Dept Director: Steve Norwood, City Manager
Cost:
Indexes:
Attachments: Resolution, Exhibit A
Text of Legislative File 13-617
City of Round Rock
Page 1 Printed on 8/5/2013
EXECUTED
ORIGINAL
DOCUMENT
FOLLOW
ECONOMIC DEVELOPMENT AGREEMENT
This Economic Development Agreement ("Agreement") is entered into this n- day of
August, 2013, by and between the CITY OF ROUND ROCK, TEXAS, a Texas home rule
municipal corporation ("City"), and NIR INVESTMENTS, LTD., a Texas limited partnership,
("NIR").
WHEREAS, the City has adopted Resolution No. 12-.' l3' (13
attached as Exhibit "A", establishing an economic development program which will result in
positive economic benefits to the City as set forth herein, and Resolution No.
07-05 —05 - Deb —G14- , attached as Exhibit "B", authorizing the
Mayor to enter into this Agreement; and
WHEREAS, NIR currently owns the property located at 115 Bagdad, ("Bagdad Tract") which it
leases to BGS Acquisitions Corp., ("BGS") which is operating the Builders Gypsum Supply
Company at such location; and
WHEREAS, City would like to acquire the Bagdad Tract from NIR to promote economic
development in the downtown area, and
WHEREAS, NIR would like to sell the Bagdad Tract to the City in lieu of acquisition by
eminent domain and acquire a tract of land located at 1302 Chisholm Trail, ("Chisholm Trail
Tract"), which tract is a suitable location BGS to relocate its business; and
WHEREAS, BGS would like to move its business from the Bagdad Tract to the Chisholm Trail
Tract; and
WHEREAS, the purpose of this Agreement is to promote economic development as
contemplated by Chapter 380 of the Texas Local Government Code whereby NIR will sell the
Bagdad Tract and purchase the Chisholm Trail Tract and BGS will relocate its business to the
Chisholm Trail Tract; and
WHEREAS, the City has agreed to provide performance based economic development grants to
NIR to help defray a portion of the costs of acquiring the Chisholm Trail Tract and upgrading
existing buildings and/or constructing new buildings required by BGS ("Improvements");
NOW, THEREFORE, in consideration of the mutual benefits and promises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
City and NIR agree as follows:
1. Authority. The City's execution of this Agreement is authorized by Chapter 380 of the
Texas Local Government Code and the City Resolution attached hereto as Exhibit "B", and
constitutes a valid and binding obligation of the City in the event NIR proceeds with the sale of
the Bagdad Tract, the acquisition of the Chisholm Trail Tract, and the construction of the
Improvements. The City acknowledges that NIR is acting in reliance upon the City's
2013 08 06 Economic Development Agreement
v-4 %'0?)orott—&-lk
performance of its obligations under this Agreement in making its decision to commit substantial
resources and money to performing its obligations.
2. Definitions.
2.1 "Economic Incentive Payment(s)" ("EIPs") means the amount paid by the City
to NIR under the Program.
2.2 "Effective Date" means the date this Agreement is executed to be effective by
the City and NIR.
2.3 "Project" means the sale of the Bagdad Tract from NIR to the City, the
acquisition of the Chisholm Trail Tract by NIR and the construction of the
Improvements, and the relocation of BGS's business to the Chisholm Trail Tract.
3. Term. This Agreement shall become enforceable upon its Effective Date. This
Agreement shall terminate upon the earlier to occur of: (i) one (1) year after the Effective Date;
or (ii) NIR's receipt of the total EIPs provided for herein related to the Project. An equitable
adjustment shall be made to the Term if the completed Project is delayed for a significant period
of time due to a `force majeure event" as defined herein.
4. Rights and Obligations of NIR. In consideration of the City's compliance with this
Agreement, NIR agrees as follows:
4.1 NIR Duties. NIR will convey the Bagdad Tract to the City, acquire the Chisholm
Trail Tract, construct the Improvements, and cause BGS to occupy the
Improvements.
4.2 Compliance with Development Regulations and Other Ordinances. NIR shall
comply with the City's development approval processes and shall construct the
Improvements consistent with City ordinances, City -approved development
regulations, and other City development requirements.
4.3 NIR Accounting. NIR shall maintain complete books, invoicing and other records
showing all expenses of any nature that City is to or will reimburse or pay under
this Agreement. No reimbursements as described herein will be paid until such
books, invoicing and other records shall be presented to the duly authorized
officers or agents of the City during normal business hours.
5. Rights and Obligations of the City. In consideration of NIR's compliance with this
Agreement, the City agrees as follows:
5.1 Reimbursement. Subject to the conditions stated herein, the City shall make
EIP's to NIR to reimburse it for a portion of its costs related to the construction of
the Improvements, but in no event more than $1,000,000 (the "Reimbursement").
2
5.2 Time of Reimbursement. The City shall, subject to the conditions set out herein,
make EIP's to NIR as follows: (1) $450,000 on or before forty-five (45) days after
the date that NIR acquires title to the Chisholm Trail Tract; and (2) $550,000 on
or before thirty (30) days after NIR receives a Certificate of Occupancy for the
Improvements AND BGS has actually relocated and occupied the Improvements.
6. Miscellaneous.
6.1 Mutual Assistance. The City and NIR will do all things reasonably necessary or
appropriate to carry out the terms and provisions of this Agreement, and to aid
and assist each other in carrying out such terms and provisions in order to put
each other in the same economic condition contemplated by this Agreement
regardless of any changes in public policy, the law, or taxes or assessments
attributable to the Property.
6.2 Representations and Warranties. The City represent and warrant to NIR that the
Program and this Agreement are within its authority, and that it is duly authorized
and empowered to establish the Program and enter into this Agreement, unless
otherwise ordered by a court of competent jurisdiction. NIR represents and
warrants to the City that it has the requisite authority to enter into this Agreement.
6.3 Default. If the City or NIR should default in the performance of any obligations
of this Agreement, the other party shall provide such defaulting party written
notice of the default, and a minimum period of thirty (30) days to cure such
default, prior to instituting an action for breach or pursuing any other remedy for
default. If the City remains in default after notice and opportunity to cure, NIR
shall have the right to pursue any remedy at law or in equity for the City's breach.
If NIR remains in default after notice and opportunity to cure, the City's remedy
shall be limited to a termination of this Agreement.
6.4 Attorney's Fees. In the event any legal action or proceeding is commenced
between the City and NIR to enforce provisions of this Agreement and recover
damages for breach, the prevailing party in such legal action shall be entitled to
recover its reasonable attorney's fees and expenses incurred by reason of such
action, to the extent allowed by law.
6.5 Entire Agreement. This Agreement contains the entire agreement between the
parties. This Agreement may only be amended, altered or revoked by written
instrument signed by the City and NIR.
6.6 Binding Effect. This Agreement shall be binding on and inure to the benefit of
the parties, their respective successors and assigns.
6.7 Assignment. NIR may not assign all or part of its rights and obligations to a third
party without the express written consent of the City.
3
6.8 Amendment. This Agreement may be amended by the mutual written agreement
of the parties.
6.9 Termination. In the event NIR elects not to proceed with the Project as
contemplated by this Agreement, NIR shall notify the City in writing, and this
Agreement and the obligations on the part of both parties shall be deemed
terminated and of no further force or effect. In addition, this Agreement shall
terminate when NIR has been paid the Reimbursement in full, or one (1) year has
expired, whichever first occurs.
6.10 Notice. Any notice and or statement required and permitted to be delivered shall
be deemed delivered by actual delivery, facsimile with receipt of confirmation, or
by depositing the same in the United States mail, certified with return receipt
requested, postage prepaid, addressed to the appropriate party at the following
addresses:
NIR:
with a copy to:
City:
NIR INVESTMENTS, LTD.
Attn: Rigo Flores
2525 McAllister Road
Houston, TX 77092
Ph: (713) 681-7773
Mark Dietz
Dietz & Jarrard P.C.
106 E. Fannin Ave
Round Rock, Texas 78664
Ph: (512) 244-9314
Email: rmdietz@lawdietz.com
Steve Norwood, City Manager
City of Round Rock
221 East Main St.
Round Rock, TX 78664
Ph: (512) 218-5401
Email: snorwood@roundrocktexas.gov
4
with a copy to:
Stephan L. Sheets, City Attorney
Sheets & Crossfield, P.C.
309 East Main St.
Round Rock, TX 78664
Ph: (512) 255-8877
Email: steve@scrrlaw.com
Either party may designate a different address at any time upon written notice to the other party.
6.11 Interpretation. Each of the parties have been represented by counsel of their
choosing in the negotiation and preparation of this Agreement. Regardless of
which party prepared the initial draft of this Agreement, this Agreement shall, in
the event of any dispute, however its meaning or application, be interpreted fairly
and reasonably and neither more strongly for or against any party.
6.12 Applicable Law. This Agreement is made, and shall be construed and interpreted,
under the laws of the State of Texas and venue shall lie in Williamson County,
Texas.
6.13 Severability. In the event any provisions of this Agreement are illegal, invalid or
unenforceable under present or future laws, and in that event, it is the intention of
the parties that the remainder of this Agreement shall not be affected. It is also
the intention of the parties of this Agreement that in lieu of each clause and
provision that is found to be illegal, invalid or unenforceable, a provision be
added to this Agreement which is legal, valid or enforceable and is as similar in
terms as possible to the provision found to be illegal, invalid or unenforceable.
6.14 Paragraph Headings. The paragraph headings contained in this Agreement are for
convenience only and will in no way enlarge or limit the scope or meaning of the
various and several paragraphs.
6.15 No Third Party Beneficiaries. This Agreement is not intended to confer any
rights, privileges or causes of action upon any third party.
6.16 Force Majeure. Except as otherwise provided herein, an equitable adjustment
shall be made for delay or failure in performing if such delay or failure is caused,
prevented, or restricted by conditions beyond that Party's reasonable control (a
`force majeure event"). A force majeure event for the purposes of this
Agreement shall include, but not be limited to, acts of God, fire; explosion,
vandalism; storm or similar occurrences; orders or acts of military or civil
authority; litigation; changes in law, rules, or regulations outside the control of the
affected Party; national emergencies or insurrections; riots; acts of terrorism; or
supplier failures, shortages or breach or delay. Except as otherwise expressly
5
provided herein, there shall be an equitable adjustment allowed for performance
under this Agreement as the result of any event of force majeure.
6.17 Exhibits. The following Exhibit "A" is attached and incorporated by reference for
all purposes:
Exhibit "A": City Resolution No. "?.-13Q9 -Q'jj —Crt 3
Exhibit "B": City Resolution No. V--1.3-OS _OQ -GL4
6.18 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 any partnership or
joint venture among the parties. The City, its past, present and future officers,
elected officials, employees and agents of the City does not assume any
responsibilities or liabilities to any third party in connection with the development
of the Project or the design, construction or operation of any portion of the
Project.
6.19 No Waiver. Nothing contained herein shall be construed as the City's waiver of
any of its rights under the common law, constitutional law, or statutory law
regarding sovereign immunity.
EXECUTED to be effective as of the 0*
day of PIAPIA* , 2013 (the "Effective
Date").
6
APPROVED as to form:
Stephan
. Sheets, City Attorney
CITY OF ROUND ROCK, TEXAS, a Texas
home rule city and municipal corporation
By:
/(/'
Alan McGraw, Mayor
NIR INVESTMENTS, LTD, a Texas Limited
Partnership
By:
t'snAEL
7
Flores, its eneral Partner
EXHIBIT "A"
CITY RESOLUTION NO. ' (3 -d -Di3 -Gi 3
8
RESOLUTION NO. R -13-08-08-G13
WHEREAS, NIR Investments, Ltd. ("NIR") currently owns the property located at 115
Bagdad, ("Bagdad Tract") which it leases to BGS Acquisitions Corp., ("BGS") which is operating the
Builders Gypsum Supply Company at such location; and
WHEREAS, City would like to acquire the Bagdad Tract from NIR to promote economic
development in the downtown area, and
WHEREAS, NIR would like to sell the Bagdad Tract to the City in lieu of acquisition by
eminent domain and acquire a tract of land located at 1302 Chisholm Trail, ("Chisholm Trail Tract"),
which tract is a suitable location BGS to relocate its business; and
WHEREAS, BGS would like to move its business from the Bagdad Tract to the Chisholm
Trail Tract; and
WHEREAS, the purpose of this Resolution is to approve an economic development program
(the "Program") as contemplated by Chapter 380 of the Texas Local Government Code whereby NIR
will sell the Bagdad Tract and purchase the Chisholm Trail Tract and BGS will relocate its business to
the Chisholm Trail Tract; and
WHEREAS, the City has agreed to provide performance based economic development grants
to NIR to help defray a portion of the costs of acquiring the Chisholm Trail Tract and upgrading
existing buildings and/or constructing new buildings required by BGS ("Improvements"); and
WHEREAS, the City Council has determined that the Program described in Exhibit "A" will
meet the goals set forth in said §380.001 and will be of mutual benefit to both parties, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the City offers to NIR a §380.001 Program in exchange for NIR selling the Bagdad Tract
to the City, acquiring the Chisholm Trail Tract, and relocating BGS from the Bagdad Tract to the
Chisholm Trail Tract, and
0112.1304; 00279249/sIs
BE IT FURTHER RESOLVED
That the offer of the Program shall be as generally outlined in Exhibit "A" attached hereto and
incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 8th day of August, 2013.
ATTEST:
SARA L. WHITE, City Clerk
2
ALAN MCGRAW, Mayor
City of Round Rock, Texas
EXHIBIT A
ECONOMIC DEVELOPMENT PROGRAM
The terms of the §380.001 Economic Development Program to be offered to NIR Investments,
Ltd. ("NIR") in exchange for (1) NIR selling its property located at 115 Bagdad (the "Bagdad Tract")
to the City, (2) acquiring the tract of land located at 1302 Chisholm Trail (the "Chisholm Trail Tract");
and relocating its tenant, Builders Gypsum Supply Company,("BGS") to the Chisholm Trail Tract, are
as generally outlined below:
1. NIR's obligations:
1.1. NIR agrees to sell the Bagdad Tract to the City.
1.2. NIR agrees to acquire the Chisholm Trail Tract.
1.3. NIR agrees to relocate its tenant, BGS, from the Bagdad Tract to the Chisholm Trail
Tract.
2. City's obligations:
2.1. City agrees to provide performance based economic development grants to NIR to help
defray a portion of the costs of acquiring the Chisholm Trail Tract and upgrading
existing buildings and/or construction new buildings (the "Improvements").
2.2. City agrees to expedite City approval of required permits.
2.4. City agrees to make a payment to NIR of $450,000 on or before 45 days after the date
that NIR acquires title to the Chisholm Trail Tract.
2.5. City agrees to make an additional payment of $ $550,000 on or before 30 days after
NIR receives a Certificate of Occupancy for the Improvements.
3. The terms and provisions of this Program will be set out in more detail in the Economic
Development Program Agreement of even date herewith.
3
EXHIBIT "B"
CITY RESOLUTION NO. 2.-4.3 V -0-.(4
9
RESOLUTION NO. R -13-08-08-G14
WHEREAS, NIR Investments, Ltd. ("NIR") currently owns the property located at 115
Bagdad, ("Bagdad Tract") which it leases to BGS Acquisitions Corp., ("BGS") which is operating the
Builders Gypsum Supply Company at such location; and
WHEREAS, City would like to acquire the Bagdad Tract from NIR to promote economic
development in the downtown area, and
WHEREAS, NIR would like to sell the Bagdad Tract to the City in lieu of acquisition by
eminent domain and acquire a tract of land located at 1302 Chisholm Trail, ("Chisholm Trail Tract"),
which tract is a suitable location BGS to relocate its business; and
WHEREAS, BGS would like to move its business from the Bagdad Tract to the Chisholm
Trail Tract; and
WHEREAS, the purpose of this Resolution is to approve an economic development agreement
as contemplated by Chapter 380 of the Texas Local Government Code whereby NIR will sell the
Bagdad Tract and purchase the Chisholm Trail Tract and BGS will relocate its business to the
Chisholm Trail Tract; Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City, an Economic
Development Agreement with NIR Investments, Ltd., a copy of same being attached hereto as Exhibit
"A" and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted
0112.1304;00279224
RESOLVED this 8th day of August, 2013.
ALAN MCGRAW, Mayor
City of Round Rock, Texas
ATTEST:
SARA L. WHITE, City Clerk