R-2018-5494 - 5/24/2018 RESOLUTION NO. R-2018-5494
WHEREAS, the City of Round Rock ("City") and DAC Texas 1, LLC ("DAC Texas") are
parties to a Property Tax Abatement Agreement ("Agreement") with an effective date of January 8,
2014; and
WHEREAS, the Property Tax Abatement Agreement has not been amended, modified, or
terminated; and
WHEREAS, DAC Texas desires to assign to Round Rock Property Investors, LP the rights of
DAC Texas under the Agreement; and
WHEREAS, the Council wishes to approve an Estoppel Certificate and an Assignment of Tax
Abatement Agreement with DAC Texas 1, LLC, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized to execute on behalf of the City an Estoppel Certificate
and an Assignment of Tax Abatement Agreement with DAC Texas 1, LLC, a copy of which is
attached hereto as Exhibit "A" and incorporated herein.
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 24th day of May, 2018.
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CRAIG ORGAMayor
City of Round Ro , Texas
ATTEST:
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SARA L. WHITE, City Clerk
0112.1804;00401252
EXHIBIT
ESTOPPEL CERTIFICATE
The undersigned hereby confirms to ROUND ROCK PROPERTY INVESTORS, LP, a
Delaware limited partnership (together with its successors, assigns, and lenders, the "Buyer"),
the following:
A. DAC Texas 1, LLC, a Texas limited liability company("DAC Texas") and the
City of Round Rock, Texas, A Texas home rule municipal corporation(the
"City") are parties to a Property Tax Abatement Agreement with an effective date
of January 8, 2014, a copy of which is recorded in the official records of
Williamson County, Texas as Instrument Nos. 2014003421 and 2014008340 (the
"Tax Abatement Agreement"). The Tax Abatement Agreement has not been
amended, modified, or terminated.
B. As of the date of this Certificate,no default exists under the Tax Abatement
Agreement on the part of either DAC Texas or the City.
C. As of the date of this Certificate, the City has no defense to enforcement of the
Tax Abatement Agreement in accordance with its terms, nor any right of setoff or
counterclaim with respect to the obligations thereunder.
This Certificate is made with knowledge by the undersigned that Buyer will rely upon
this Certificate.
Dated this day of , 2018.
THE CITY OF ROUND ROCK, TEXAS
Craig Morgan, Mayor
Approved as to form:
Stephan L. Sheets, City Attorney
41c732f4-a58d-4aa3-ab7e-a668ccbf3ffd
Prepared by and return to:
James D.Thornton
Thornton&Associates,PLC
4449 Cox Road
Glen Allen,VA 23060
ASSIGNMENT OF TAX ABATEMENT AGREEMENT
THIS ASSIGNMENT OF TAX ABATEMENT AGREEMENT (this"Assignment") is
made this day of , 2018, from DAC TEXAS 1,LLC, a Texas limited liability
company("DAC Texas"), to ROUND ROCK PROPERTY INVESTORS,LP, a Delaware limited
partnership ("RRPI").
Recitals
By deed recorded simultaneously herewith, DAC Texas has conveyed to RRPI the real
property located in the City of Round Rock, Williamson County, Texas more particularly described
in Exhibit A attached to this Assignment and made a part of this Assignment(the"Property").
DAC Texas and the City of Round Rock, Texas(the"City") are parties to a Property Tax
Abatement Agreement with an effective date of January 8, 2014, a copy of which is recorded in the
official records of Williamson County, Texas as Instrument Nos. 2014003421 and 2014008340 (the
"Tax Abatement Agreement").
DAC Texas desires to assign to RRPI the rights of DAC Texas under the Tax Abatement
Agreement.
Assignment
NOW, THEREFORE, for Ten and No/100 Dollars($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, RRPI and DAC Texas
hereby agree as follows:
1. Recitals,Definitions. The above recitations are incorporated by reference herein.
Capitalized terms used and not defined in this Assignment will have the meanings assigned to those
terms in the Tax Abatement Agreement.
2. Assignment and Assumption of Rights Under Tax Abatement Agreement. As of the
Effective Date, as defined below, DAC Texas assigns, transfers, and sets over to RRPI all of DAC
Texas's right, title, and interest in and to the Tax Abatement Agreement. DAC Texas agrees to
execute and deliver to RRPI any application, instrument, or certification required by the City to
confirm the assignment and transfer contemplated by this Agreement, any such application,
instrument, or certificate to be subject to the reasonable approval of DAC Texas. As of the Effective
Date, RRPI accepts such assignment and agrees to assume the obligations of DAC Texas under the
Tax Abatement Agreement. The"Effective Date" of this Assignment is the later of(i)the date of
the conveyance of the Property from DAC Texas to RRPI, or(ii)the date the City consents to this
Assignment by the appropriate action of its governing body.
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3. Representations. DAC Texas represents and warrants to RRPI that(a)DAC Texas
has not previously assigned, transferred, or pledged its rights under the Tax Abatement Agreement to
any third party, except those encumbrances that have been fully released concurrently with DAC
Texas's execution and delivery of this Assignment, and(b)the Tax Abatement Agreement is in full
force and effect and no default thereunder by DAC Texas has occurred and is continuing.
4. Mutual Indemnity. DAC Texas hereby agrees to indemnify RRPI against, and hold
RRPI harmless from, any and all cost, liability, loss, damage, or expense(including without
limitation an Abatement Recapture, and also including reasonable attorneys' fees) arising or accruing
from a violation of the representations and warranties set forth in Paragraph 3 above, or arising or
accruing from any default by DAC Texas in its performance or observance of, or the failure to
perform or observe, any agreement or obligation of DAC Texas under the Tax Abatement Agreement
occurring before the Effective Date. RRPI hereby agrees to indemnify DAC Texas against, and hold
DAC Texas harmless from, any and all cost, liability, loss, damage, or expense, (including without
limitation an Abatement Recapture, and including reasonable attorneys' fees) from any default by
RRPI in its performance or observance of, or the failure to perform or observe, any agreement or
obligation of RRPI under the Tax Abatement Agreement occurring on or after the Effective Date.
4. Successors and Assigns. RRPI and DAC Texas agree that this Agreement is binding
upon and shall inure to the benefit of their respective successors and assigns.
5. Governing Law. This Agreement shall be construed by and governed under the laws
of the State of Texas.
[Signature Pages Follow]
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IN WITNESS WHEREOF,RRPI and DAC Texas have executed this Agreement pursuant to
due authority.
DAC TEXAS 1 LLC,
a Texas limited liability company
By: Douglas Allred Company, a California
corporation
Its: Co-Manager
By:
Name:
Its:
By: Jammer I LLC, an Arizona limited liability
company
Its: Co-Manager
By:
Name:
Its:
The City of Round Rock consents to this Assignment of Tax Abatement Agreement.
Craig Morgan, Mayor
Dated this day of , 2018
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document
State of California )
County of San Diego )
On before me,
personally appeared , who proved to
me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
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ROUND ROCK PROPERTY INVESTORS,LP,
a Delaware limited partnership
By: Frontera Louis Management Inc., its Manager
By:
Its:
STATE OF
COUNTY OF
I HEREBY CERTIFY that on this day,before me, an officer duly authorized in the State
and County aforesaid to take acknowledgments,personally appeared ,
the of Frontera Louis Management Inc., which is Manager of ROUND
ROCK PROPERTY INVESTORS,LP, a Delaware limited partnership, to me known to be the
person described in and who executed the foregoing instrument and he acknowledged before me that
he executed the same on behalf of the limited partnership. He is personally known to me.
WITNESS my hand and official seal in the County and State last aforesaid this day of
2018.
Notary Public
My Commission Expires:
Registration No.:
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EXHIBIT A
LEGAL DESCRIPTION
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