Contract - Crow Group Series, LLC - 7/26/2018 ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
This Economic Development Program Agreement ("Agreement") is entered into this 2(0
day of July, 2018, by and between the City of Round Rock, Texas, a Texas home rule municipal
corporation ("City"), and the Crow Group Series, LLC a Texas limited liability company
("Crow").
WHEREAS, the City has adopted Resolution No. �'Zb(Qy ' o , attached as
Exhibit A ("Program Resolution"), establishing an economic development program and
Resolution No. R,?,OL - 15- (p TS , attached hereto as Exhibit B (the "Authorizing
Resolution"), authorizing the Mayor to enter into this Agreement with Crow in recognition of the
positive economic benefits to the City through Crow's development of approximately five (5)
acres of land, as more particularly described on the attached Exhibit C ("Property") with the
construction of three Class A office buildings containing a total of approximately 125,000 square
feet of office, parking, and related space, the ("Project"), as described in the attached Exhibit D,
(the Program Resolution and the Authorizing Resolution being collectively referred to herein as
the "City Resolutions"); and
WHEREAS, the purpose of this Agreement is to promote economic development as
contemplated by Chapter 380 of the Texas Local Government Code whereby Crow intends to
construct, develop and operate the Project in conformance with the City's development approvals
for the Project, and;
WHEREAS, Crow intends to invest approximately $24 million in improvements to the
Property; and
WHEREAS, the City agrees to provide funding through an Economic Development Loan
(as defined below) to Crow to defray a portion of the Project's costs;
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 Crow 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 Resolutions and constitutes a valid and binding
obligation of the City in the event Crow proceeds with the development of the Project. The City
acknowledges that Crow is acting in reliance upon the City's performance of its obligations under
this Agreement in making its decision to commit substantial resources and money to develop the
Project.
Economic Development Program Agreement-
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2. Definitions.
2.1 "Class A Office Building"means the highest-quality office spaces in the market.
Class A Office Buildings are newly constructed and are outfitted with top-of-the-line fixtures,
amenities, and systems. Class A Buildings are aesthetically pleasing and have a notable presence
in high-visibility locations, such as a city's central business district. Class A Office Buildings are
managed and maintained by reputable property management companies that keep them looking
impeccable.
2.2 "Economic Development Loan" ("Loan") means the loan of funds by the City to
Crow to offset a portion of the cost to acquire and develop the Property. A copy of the Loan is
attached hereto as Exhibit E.
2.3 "Effective Date" is the date this Agreement is executed to be effective by the City
and Crow.
2.4 "Program" means the economic development program established by the City
pursuant to Chapter 380 of the Texas Local Government Code and under the City Resolution to
promote local economic development and stimulate business and commercial activity within the
city.
2.5 "Project" means Crow's planned development of the Property which shall consist
of three Class A office buildings,which shall include approximately 125,000 square feet of office,
parking, and related space. The Project shall also include a fully developed public park area and
other amenities as shown on Exhibit D.
2.6 "Property" means approximately 5 acres of land more particularly described in
Exhibit C.
3. Term. This Agreement shall become enforceable upon its Effective Date. This
Agreement shall terminate upon the earlier to occur of: (a) December 31, 2023; or (b) Crow's
completion of the Project.
.4. Rights and Obligations of Crow. In consideration of the City's compliance with
this Agreement, Crow agrees as follows:
4.1 The Project consists of three Phases as set out below:
Phase I: Crow has already completed Phase I which is a Class A Office Building which is
located on the City Centre Business Park,Block A,Lot 2, containing at least 22,500 square
feet, and costing at least $ 4,000,000;
Phase II: A Class A Office Building to be constructed on the City Centre Business Park,
Block A,Lot 1, containing at least 22,500 square feet, costing at least$4,000,000,and to be
completed no later than December 31, 2020; and
Phase III: A Class A Office Building to be constructed on the City Centre Business Park,
Block A.Lot 4 and/or 5,containing at least 80,000 square feet, costing at least$16,000,000
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and to be completed no later than December 31, 2023.
4.2 Compliance with Development Regulations and Other Ordinances. Crow
shall comply with the City's development approval processes and shall develop the Project on the
Property in compliance with City ordinances, City-approved development regulations, and other
City development requirements.
4.3 Improvements and Additions to Real and Personal Property. Crow agrees to
spend a cumulative total of at least$24 million in improvements to the Property.
4.4 Crow Accounting. Crow shall maintain complete books and records showing its
compliance with its obligations under this Agreement, which books and records shall be deemed
complete if kept in accordance with generally acceptable accounting principles as applied to Texas
corporations. Such books and records shall be available for examination by the duly authorized
officers or agents of the City during normal business hours upon request made not less than ten
(10) business days prior to the date of such examination. Crow shall maintain such books and
records throughout the term of this Agreement and for four (4) years thereafter.
5. Rights and Obligations of the City. In consideration of Crow's compliance with
this Agreement,the City agrees as follows:
5.1 Economic Development Loan.
The City shall, pursuant to Chapter 380 of the Texas Local Government Code, but
subject to the conditions set out herein, make an Economic Development Loan to
Crow. The Economic Development Loan shall be in the form attached hereto as
Exhibit—E. The Loan shall be secured by a first lien Deed of Trust and Vendor's
Lien on Lot 5, Block A, City Centre Business Park, said Deed of Trust to be in the
form attached hereto as Exhibit—F.
6. Miscellaneous.
6.1 Mutual Assistance. The City and Crow 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 represents and warrants to Crow 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. Crow represents and warrants to the City that
it has the requisite authority to enter into this Agreement.
6.3 Default. If either the City or Crow 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(3 0)days to cure such default,prior to
instituting an action for breach or pursuing any other remedy for default. If the either Party
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remains in default after notice and opportunity to cure,the non-defaulting Party shall have
the right to pursue any remedy at law or in equity for the defaulting Party's breach.
6.4 Attorney's Fees. In the event any legal action or proceeding is commenced
between the City and Crow 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 Crow.
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. Crow may assign all or part of its rights and obligations to a third
party with the express written consent of the City(which consent shall not be unreasonably
withheld, conditioned or denied). If the proposed assignee is an affiliated entity under the
common control of the assignor,the City shall consent to an assignment if the assignor is in
compliance with all terms of this Agreement. A collateral assignment of this Agreement
under the terms of a loan shall not be an assignment for purposes of this Section.
6.8 Amendment. This Agreement may be amended by the mutual written agreement
of the parties.
6.9 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:
If to City: City of Round Rock
221 E. Main Street
Round Rock, TX 78664
Attn: City Manager
Phone: (512) 218-5400
Email: cit n� ear a,roundrocktexas.gov
With a required copy to:
Sheets & Crossfield
309 E. Main Street
Round Rock, TX 78664
Attn: Stephan L. Sheets
Phone: (512) 255-8877
Email: steve(cz�,scrrlaw.com
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If to Crow: The Crow Group LLC
4600 Secluded Hollow
Austin, TX 78727
Attn: Ryan Crow
Phone: (409) 779-9299
Email: ryangthecrowgroup.net
With required copy to:
Justin Northcutt
10311 Talleyran Dr.
Austin, TX 78750
Phone: (512) 417-1881
Email:justin(a�,thecrow roup.net
Either party may designate a different address at any time upon written notice to the other
party-
6.10 Interpretation. Each of the parties has 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.
6.11 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.
6.12 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.
6.13 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.
6.14 No Third-Party Beneficiaries. This Agreement is not intended to confer any
rights,privileges, or causes of action upon any third party.
6.15 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 (an"event of
force majeure"). An event of force majeure 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
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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 provided herein, there shall be an equitable adjustment allowed for
performance under this Agreement as the result of any event of force majeure
6.16 Exhibits. The following Exhibits A-E are attached and incorporated by reference
for all purposes:
Exhibit A: City Resolution No.
Exhibit B: City Resolution No.
Exhibit C: Crow Property Description
Exhibit D: Project Description
Exhibit E: Economic Development Loan
Exhibit F: Deed of Trust
6.17 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, do 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.
EXECUTED to be effective as of the day of July, 2018 (the "Effective Date").
(SIGNATURES ON FOLLOWING PAGES)
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CITY OF ROUND ROCK, TEXAS,
a home rule city and municipal corporation
By:
_ 61,1f, /�/
Cr ig Mor
, Mayor
APP ED as to fo
hj L
Stepl;anlL. Sheets, City Attorney
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CROW GROUP SERIES,LLC
a Texas Limited Liability Company
By:
Its: P6r 1?gff
Date:
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EXHIBIT A(to the Agreement)
(The"Program Resolution")
RESOLUTION NO.R-2018-
WHEREAS, CROW GROUP SERIES, LLC, ("Crow") has expressed to the City of
Round Rock ("City") its desire to construct a project in the City containing three Class A Office
Buildings, with related parking, amenities, and public park areas which will provide additional
tax base to the City and will promote local economic development and stimulate business and
commercial activity in the City, and
WHEREAS, §380.001 Local Government Code provides that a municipality may
establish an economic development program ("Program") to promote local economic
development and to stimulate business and commercial activity in the municipality, and
V*HEREAS, 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 Crow a §380.001 Program in exchange for Crow constructing the
Class A Office Building project in the City, and
BE IT FURTHER RESOLVED
That the offer of the Program shall be as generally outlined in Exhibit "A" attached
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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 day of .12018.
CRAIG MORGAN,Mayor
City of Round Rock, Texas
ATTEST:
SARA L. WHITE, City Clerk
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EXHIBIT A (To Program Resolution)
ECONOMIC DEVELOPMENT PROGRAM
The terms of the §380.001 Economic Development Program to be offered to CROW
GROUP SERIES, LLC, ("Crow") in exchange for Crow's constructing a project containing three
Class A Office Buildings in the City of Round Rock are as generally outlined below:
1. Crow's obligations:
1.1. Crow agrees to purchase three tracts of land containing approximately 5 acres
described as Lots 1, 4, and 5, Block A of the City Centre Business Park, the
("Property5 .
1.2 Crow agrees to construct three Class A Office Buildings containing at least
125,000 square feet, along with parking and related improvements on the Property
(the"Project").
1.3 Crow agrees to invest at least $24,000,000 in the three Class A Office Buildings
and related improvements.
2. City's obligations:
2.1 City shall, subject to Crow's satisfaction of its obligations set out above, make an
Economic Development Loan to Crow in the amount of $2,200,000 with
provisions for credits towards the principal amount and forgiveness of interest if
Crow complies with its development obligations.
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.
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EXHIBIT B (to the Agreement)
(The "Authorizing Resolution")
RESOLUTION NO.R-2018-
WHEREAS, CROW GROUP SERIES, LLC, ("Crow") plans to construct a project
containing three Class A Office Buildings (the "Project") in the City which will promote local
economic development and stimulate business and commercial activity in the City; 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 Crow
will expend significant sums to construct and operate the Project in conformance with the City's
development approvals for the Project, 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 Program Agreement with Crow, 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.
RESOLVED this day of , 2018.
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CRAIG MORGAN, Mayor
City of Round Rock, Texas
ATTEST:
SARA L. WHITE, City Clerk
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EXHIBIT C (to the Agreement)
(The "Property Description")
Lots 1, 25 4, and 5,Block "A", of City Centre Business Park, a subdivision in Williamson County,
Texas, according to the map or plat of record in Cabinet P, Slides 303-304, Plat Records,
Williamson County, Texas.
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EXHIBIT D (to the Agreement)
(The Proiect Description)
The Round Rock City Centre develoment project will consist of three office buildings
totaling roughly 130,000 sgft. City Centre 1, which is a 22,500 sgft building, was
delievered in March of 2018 and is currently in the process of being leased. City Centre 2
will also be 22,500 sgft and is currently in the planning and permitting phase. City Centre
3,which will be the larges of the 3 buildings,will be about 100,000 sgft and is expected to
break grown in late 2019/early 2020.
EXHHIBIT E (to the Agreement)
(Economic Development Loan)
EXHIBIT F(to the Agreement)
(Deed of Trust)
ECONOMIC DEVELOPMENT LOAN
I. Basic Information
Date: July . 2018
Borrower: Crow Group Series, LLC
Borrower's Mailing Address: 4600 Secluded Hollow
Austin, Texas 78727
Lender: City of Round Rock, Texas
Place for Payment: 221 E. Main St.
Round Rock, Texas 78664
Williamson County
Principal Amount: $2,200,000.00
Annual Interest Rate: Five percent (5%)
Maturity Date: December 31, 2023
Annual Interest Rate on Matured, Unpaid Amounts: Ten percent (10%)
Terms of Payment(principal and interest): The Principal Amount is due and'payable on December
31, 2023, and the interest is due and payable at maturity. Payments will be applied first to accrued
interest and the remainder to reduction of the Principal Amount.
Security for Payment: This note is secured by a first lien vendor's lien and superior title retained
in a deed from C&K Assets, LLC to Borrower dated the day of and by a deed of
trust of even date from Borrower to Stephan L. Sheets, trustee, both of which cover the following
real property: City Centre Business Park, Block A, Lot 5, the"Property".
Purpose of Loan: The Lender and Borrower have entered into that one certain Economic
Development Program Agreement ("Agreement") dated the day of July, 2018 to promote the
Project as described below and, in the Agreement, which Project will promote economic
development as contemplated by Chapter 3 80 of the Texas Local Government Code. The purpose
of this note is to provide funding to Borrower for a portion of the purchase price of the Property.
If Borrower complies with the terms of said Economic Development Program Agreement, the
Borrower will be entitled to receive credits to be applied towards the Principal Amount and the
Annual Interest Rate, as set out in section III below.
Description of Project: The Project is described in the Agreement and below:
00404579.DOCX
The Project consists of three Phases as set out below:
Phase I: Crow has already completed Phase I which is a Class A Office Building which is
located on the City Centre Business Park,Block A,Lot 2, containing at least 22,500 square
feet, and which cost at least $ 4500000;
Phase II: A Class A Office Building to be constructed on the City Centre Business Park,
Block A, Lot 1, containing at least 22,500 square feet, costing at least $4,000,000, and to
be completed no later than December 31, 2020; and
Phase III: A Class A Office Building to be constructed on the City Centre Business Park,
Block A,Lot 4 and/or 55 containing at least 80,000 square feet, costing at least$16,000,000
and to be completed no later than December 31, 2023.
II. Promise to Pay
Borrower promises to pay to the order of Lender the Principal Amount plus interest at the
Annual Interest Rate. This note is payable at the Place for Payment and according to the Terms of
Payment. All unpaid amounts are due by the Maturity Date. If any amount is not paid either when
due under the Terms of Payment or on acceleration of maturity, Borrower promises to pay any
unpaid amount plus interest from the date the payment was due to the date of payment at the
Annual Interest Rate on Matured, Unpaid Amounts.
III. Credits Applied Towards the Principal Amount and Interest
Conditioned on Borrower's compliance with the terms of the Agreement, Lender agrees.
that Borrower shall be entitled to have credits applied towards the Principal Amount and the
Annual Interest Rate as follows:
Upon the issuance of a Certificate of Occupancy by the City of Round Rock for the Phase
II Class A Building described above in compliance with the Agreement, Borrower shall be
entitled to a credit in the amount of$4401000 to be applied towards the Principal Amount,
plus the accrued interest on said $440,000 shall be forgiven.
Upon the issuance of a Certificate of Occupancy by the City of Round Rock for the Phase
III Class A Building described above in compliance with the Agreement, Borrower shall
be entitled to a credit in the amount of$1,760,000 to be applied towards the Principal
Amount, plus the accrued interest on said $1,760,000 shall be forgiven.
IV. Defaults and Remedies
A default exists under this note if(1) Borrower defaults in the payment of this note or in
the performance of any obligation in the Agreement, or in any instrument securing or collateral to
this note; (2) (a) Borrower or (b) any other person liable on any part of this note (an "Other
Obligated Party") fails to timely pay or perform any obligation or covenant in any written
agreement between Lender and Borrower or any Other Obligated Party other than as described in
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(1) above; (3) any representation in this note or in any other written agreement between Lender
and Borrower or any Other Obligated Party is materially false when made; (4) a receiver is
appointed for Borrower or an Other Obligated Party; (5) a bankruptcy or insolvency proceeding is
commenced by Borrower, a partnership of which Borrower is a general partner, or an Other
Obligated Party; (6) (a) a bankruptcy or insolvency proceeding is commenced against Borrower,
a partnership of which Borrower is a general partner, or an Other Obligated Party and (b) the
proceeding continues without dismissal for sixty days, the party against whom the proceeding is
commenced admits the material allegations of the petition against it, or an order for relief is
entered; or (7) Borrower, a partnership of which Borrower is a general partner, or an Other
Obligated Party is terminated, begins to wind up its affairs, or is authorized to terminate or wind
up its affairs by its governing body or persons, or any event occurs or condition exists that permits
the termination or winding up of the affairs of Borrower, a partnership of which Borrower is a
general partner, or an Other Obligated Party.
A default exists under this note if(1)Borrower defaults in the payment of this note or in the
performance of any obligation in any instrument securing or collateral to this note; (2)(a)Borrower
or (b) any other person liable on any part of this note (an "Other Obligated Party") fails to timely
pay or perform any obligation or covenant in any written agreement between Lender and Borrower
or any Other Obligated Party other than as described in (1) above; (3) any representation in this
note or in any other written agreement between Lender and Borrower or any Other Obligated Party
is materially false when made; (4)a receiver is appointed for Borrower or an Other Obligated Party
or any property on which a lien or security interest is created as security(the"Collateral Security")
for any part of this note; (5) any Collateral Security is assigned for the benefit of creditors; (6) a
bankruptcy or insolvency proceeding is commenced by Borrower,a partnership of which Borrower
is a general partner, or an Other Obligated Party; (7) (a) a bankruptcy or insolvency proceeding is
commenced against Borrower, a partnership of which Borrower is a general partner, or an Other
Obligated Party and(b)the proceeding continues without dismissal for sixty days,the party against
whom the proceeding is commenced admits the material allegations of the petition against it, or
an order for relief is entered; (8) Borrower, a partnership of which Borrower is a general partner,
or an Other Obligated Party is terminated,begins to wind up its affairs,or is authorized to terminate
or wind up its affairs by its governing body or persons, or any event occurs or condition exists that
permits the termination or winding up of the affairs of Borrower, a partnership of which Borrower
is a general partner, or an Other Obligated Party; or(9) any Collateral Security is impaired by loss,
theft, damage, levy and execution, issuance of an official writ or order of seizure, or destruction,
unless it is promptly replaced with collateral security of like kind and quality or restored to its
former condition.
Upon the occurrence of a default under this note, Lender may declare the unpaid principal
balance, earned interest, and any other amounts owed on the note immediately due, and may
exercise all other rights and remedies available at law or in equity.
V. Waivers
Borrower waives, to the extent permitted by law, all (1) demand for payment, (2)
presentation for payment, (3) notice of intention to accelerate maturity, (4) notice of acceleration
of maturity, (5) protest, (6) notice of protest, (7) rights under sections 51.003, 51.004, and 51.005
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of the Texas Property Code, and(8) rights under section 17.001 and chapter 43 of the Texas Civil
Practice and Remedies Code and rule 31 of the Texas Rules of Civil Procedure.
VI. Attorney's Fees
Borrower also promises to pay reasonable attorney's fees and court and other costs if an
attorney is retained to collect or enforce the note. These expenses will bear interest from the date
of advance at the Annual Interest Rate on Matured, Unpaid Amounts. Borrower will pay Lender
these expenses and interest on demand at the Place for Payment. These expenses and interest will
become part of the debt evidenced by the note and will be secured by any security for payment.
VII. Usury Savings
Interest on the debt evidenced by this note will not exceed the maximum rate or amount of
non-usurious interest that may be contracted for, taken, reserved, charged, or received under law.
Any interest in excess of that maximum amount will be credited on the Principal Amount or,if the
Principal Amount has been paid, refunded. On any acceleration or required or permitted
prepayment, any excess interest will be canceled automatically as of the acceleration or
prepayment or, if the excess interest has already been paid, credited on the Principal Amount or,
if the Principal Amount has been paid, refunded. This provision overrides any conflicting
provisions in this note and all other instruments concerning the debt.
VIII. Other Clauses
Each Borrower is responsible for all obligations represented by this note.
When the context requires, singular nouns and pronouns include the plural.
BORROWER
Crow Group Series, LLC
By:
its
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Deed of Trust
Notice of confidentiality rights: If you are a natural person,you may remove or strike any
or all of the following information from any instrument that transfers an interest in real
property before it is filed for record in the public records: your Social Security number or
your driver's license number.
Basic Information
Date: July 2018
Grantor: Crow Group Series, LLC
Grantor's Mailing Address: 4600 Secluded Hollow
Austin, Texas
Trustee: Stephan L. Sheets
Trustee's Mailing Address: 309 E. Main St.
Round Rock, Texas 78664
Lender: City of Round Rock, Texas
Lender's Mailing Address: 221 E. Main St.
Round Rock, Texas 78664
Obligation
Note
Date: July_, 2018
Original principal amount: $2,200,000.00
Borrower: Crow Group Series, LLC
Lender: City of Round Rock, Texas
Maturity date: December 31, 20
Property (including any improvements): City Centre Business Park, Block A, Lot 5
A. Granting Clause
For value received and to secure payment of the Obligation, Grantor conveys the
Property to Trustee in trust. Grantor warrants and agrees to defend the title to the Property,
subject to the Other Exceptions to Conveyance and Warranty. On payment of the Obligation and
all other amounts secured by this deed of trust,this deed of trust will have no further effect, and
00403515.DOC
Lender will release it at Grantor's expense.
B. Grantor's Obligations
B.1. Grantor agrees to maintain all property and liability insurance coverages with
respect to the Property, revenues generated by the Property, and operations on the Property that
Lender reasonably requires ("Required Insurance Coverages"), issued by insurers and written on
policy forms acceptable to Lender, and as to property loss,that are payable to Lender under
policies containing standard mortgagee clauses, and deliver evidence of the Required Insurance
Coverages in a form acceptable to Lender before execution of this deed of trust and again at least
ten days before the expiration of the Required Insurance Coverages.
B.2. Grantor agrees to
a. keep the Property in good repair and condition;
b. pay all taxes and assessments on the Property before delinquency, not
authorize a taxing entity to transfer its tax lien on the Property to anyone
other than Lender, and not request a deferral of the collection of taxes
pursuant to section 33.06 of the Texas Tax Code;
c. defend title to the Property subject to the Other Exceptions to Conveyance
and Warranty and preserve the lien's priority as it is established in this deed
of trust;
d. obey all laws, ordinances, and restrictive covenants applicable to the
Property;
e. keep any buildings occupied as required by the Required Insurance
Coverages;
f. if the lien of this deed of trust is not a first lien,pay or cause to be paid all
prior lien notes and abide by or cause to be abided by all prior lien
instruments; and
g. notify Lender of any change of address.
C. Lender's Rights
C.1. Lender or Lender's mortgage servicer may appoint in writing one or more
substitute trustees, succeeding to all rights and responsibilities of Trustee.
C.2. If the proceeds of the Obligation are used to pay any debt secured by prior liens,
Lender is subrogated to all the rights and liens of the holders of any debt so paid.
C.3. Lender may apply any proceeds received under the property insurance policies
covering the Property either to reduce the Obligation or to repair or replace damaged or
destroyed improvements covered by the policy. If the Property is Grantor's primary residence
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and Lender reasonably determines that repairs to the improvements are economically feasible,
Lender will make the property insurance proceeds available to Grantor for repairs.
C.4. Notwithstanding the terns of the Note to the contrary, and unless applicable law
prohibits, all payments received by Lender from Grantor with respect to the Obligation or this
deed of trust may; at Lender's discretion, be applied first to amounts payable under this deed of
trust and then to amounts due and payable to Lender with respect to the Obligation, to be applied
to late charges, principal, or interest in the order Lender in its discretion determines.
C.S. If Grantor fails to perform any of Grantor's obligations, Lender may perform
those obligations and be reimbursed by Grantor on demand for any amounts so paid, including
attorney's fees, plus interest on those amounts from the dates of payment at the rate stated in the
Note for matured, unpaid amounts. The amount to be reimbursed will be secured by this deed of
trust.
C.6. COLLATERAL PROTECTION INSURANCE NOTICE
In accordance with the provisions of section 307.052(a) of the Texas Finance Code,
the Beneficiary hereby notifies the Grantor as follows:
(A) the Grantor is required to:
(i) keep the collateral insured against damage in the
amount the Lender specifies;
(ii) purchase the insurance from an insurer that is
authorized to do business in the state of Texas or an eligible surplus
lines insurer; and
(iii) name the Lender as the person to be paid under the
policy in the event of a loss;
(B) the Grantor must, if required by the Lender, deliver to the Lender a copy
of the policy and proof of the payment of premiums; and
(C) if the Grantor fails to meet any requirement listed in Paragraph (A) or
(B), the Lender may obtain collateral protection insurance on behalf of the Grantor
at the Grantor's expense.
C.7. If a default exists in payment of the Obligation or performance of Grantor's
obligations and the default continues after any required notice of the default and the time allowed
to cure, Lender may—
a. declare the unpaid principal balance and earned interest on the Obligation
immediately due;
b. exercise Lender's rights with respect to rent under the Texas Property
Code as then in effect;
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C. direct Trustee to foreclose this lien, in which case Lender or Lender's
agent will cause notice of the foreclosure sale to be given as provided by
the Texas Property Code as then in effect; and
d. purchase the Property at any foreclosure sale by offering the highest bid
and then have the bid credited on the Obligation.
C.8. Lender may remedy any default without waiving it and may waive any default
without waiving any prior or subsequent default.
D. Trustee's Rights and Duties
If directed by Lender to foreclose this lien, Trustee will—
D.1.
ill—D.1. either personally or by agent give notice of the foreclosure sale as required by the
Texas Property Code as then in effect;
D.2. sell and convey all or part of the Property"AS IS"to the highest bidder for cash
with a general warranty binding Grantor, subject to the Prior Lien and to the Other Exceptions to
Conveyance and Warranty and without representation or warranty, express or implied, by
Trustee;
D.3. from the proceeds of the sale,pay, in this order—
a. expenses of foreclosure, including a reasonable commission to Trustee;
b. to Lender,the full amount of principal, interest, attorney's fees, and other
charges due and unpaid;
C. any amounts required by law to be paid before payment to Grantor; and
d. to Grantor, any balance; and
D.4. be indemnified, held harmless, and defended by Lender against all costs,
expenses, and liabilities incurred by Trustee for acting in the execution or enforcement of the
trust created by this deed of trust, which includes all court and other costs, including attorney's
fees, incurred by Trustee in defense of any action or proceeding taken against Trustee in that
capacity.
E. General Provisions
E.1. If any of the Property is sold under this deed of trust, Grantor must immediately
surrender possession to the purchaser. If Grantor does not, Grantor will be a tenant at sufferance
of the purchaser, subject to an action for forcible detainer.
E.2. Recitals in any trustee's deed conveying the Property will be presumed to be true.
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E.3. Proceeding under this deed of trust, filing suit for foreclosure, or pursuing any
other remedy will not constitute an election of remedies.
E.4. This lien will remain superior to liens later created even if the time of payment of
all or part of the Obligation is extended or part of the Property is released.
E 5. If any portion of the Obligation cannot be lawfully secured by this deed of trust,
payments will be applied first to discharge that portion.
E.6 Grantor assigns to Lender all amounts payable to or received by Grantor from
condemnation of all or part of the Property, from private sale in lieu of condemnation, and from
damages caused by public works or construction on or near the Property. After deducting any
expenses incurred, including attorney's fees and court and other costs, Lender will either release
any remaining amounts to Grantor or apply such amounts to reduce the Obligation. Lender will
not be liable for failure to collect or to exercise diligence in collecting any such amounts. Grantor
will immediately give Lender notice of any actual or threatened proceedings for condemnation of
all or part of the Property.
E.7. Grantor collaterally assigns to Lender all present and future rent from the Property
and its proceeds. Grantor warrants the validity and enforceability of the assignment. Grantor will
apply all rent to payment of the Obligation and performance of this deed of trust, but if the rent
exceeds the amount.due with respect to the Obligation and the deed of trust, Grantor may retain
the excess. If a default exists in payment of the Obligation or performance of this deed of trust,
Lender may exercise Lender's rights with respect to rent under the Texas Property Code as then
in effect. Lender neither has nor assumes any obligations as lessor or landlord with respect to any
occupant of the Property. Lender may exercise Lender's rights and remedies under this
paragraph without taking possession of the Property. Lender will apply all rent collected under
this paragraph as required by-the Texas Property Code as then in effect. Lender is not-required to
act under this paragraph, and acting under this paragraph does not waive any of Lender's other
rights or remedies.
E.B. Interest on the debt secured by this deed of trust will not exceed the maximum
amount of nonusurious interest that may be contracted for, taken, reserved, charged, or received
under law. Any interest in excess of that maximum amount will be credited on the principal of
the debt or, if that has been paid, refunded. On any acceleration or required or permitted
prepayment, any such excess will be canceled automatically as of the acceleration or prepayment
or, if already paid, credited on the principal of the debt or, if the principal of the debt has been
paid, refunded. This provision overrides any conflicting provisions in this and all other
instruments concerning the debt.
E.9. In no event may this deed of trust secure payment of any debt that may not
lawfully be secured by a lien on real estate or create a lien otherwise prohibited by law.
E.10. Grantor may not sell, transfer, or otherwise dispose of any Property, whether
voluntarily or by operation of law, without the prior written consent of Lender. If granted,
consent may be conditioned upon(a) the grantee's integrity, reputation, character,
creditworthiness, and management ability being satisfactory to Lender; and (b)the grantee's
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executing, before such sale,transfer, or other disposition, a written assumption agreement
containing any terms Lender may require, such as a principal pay down on the Obligation, an
increase in the rate of interest payable with respect to the Obligation, a transfer fee, or any other
modification of the Note, this deed of trust, or any other instruments evidencing or securing the
Obligation.
Grantor may not cause or permit any Property to be encumbered by any liens, security
interests, or encumbrances other than the liens securing the Obligation and the liens securing ad
valorem taxes not yet due and payable without the prior written consent of Lender. If granted,
consent may be conditioned upon Grantor's executing, before granting such lien, a written
modification agreement containing any terms Lender may require, such as a principal pay down
on the Obligation, an increase in the rate of interest payable with respect to the Obligation, an
approval fee, or any other modification of the Note, this deed of trust, or any other instruments
evidencing or securing the Obligation.
Grantor may not grant any lien, security interest, or other encumbrance (a"Subordinate
Instrument") covering the Property that is subordinate to the liens created by this deed of trust
without the prior written consent of Lender. If granted, consent may be conditioned upon the
Subordinate Instrument's containing express covenants to the effect that—
a. the Subordinate Instrument is unconditionally subordinate to this deed of
trust;
b. if any action is instituted to foreclose or otherwise enforce the Subordinate
Instrument, no action may be taken that would terminate any occupancy or
tenancy without the prior written consent of Lender, and that consent, if
granted, may be conditioned in any manner Lender determines;
C. rents, if collected by or for the holder of the Subordinate Instrument, will
be applied first to the payment of the Obligation then due and to expenses
incurred in the ownership, operation, and maintenance of the Property in
any order Lender may determine, before being applied to any indebtedness
secured by the Subordinate Instrument;
d. written notice of default under the Subordinate Instrument and written
notice of the commencement of any action to foreclose or otherwise
enforce the Subordinate Instrument must be given to Lender concurrently
with or immediately after the occurrence of any such default or
commencement; and
e. in the event of the bankruptcy of Grantor, all amounts due on or with
respect to the Obligation and this deed of trust will be payable in full
before any payments on the indebtedness secured by the Subordinate
Instrument.
Grantor may not cause or permit any of the following events to occur without the prior
written consent of Lender: if Grantor is (a) a corporation, the termination of the corporation or
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the sale,pledge, encumbrance, or assignment of any shares of its stock; (b) a limited liability
company, the termination of the company or the sale, pledge, encumbrance, or assignment of any
of its membership interests; (c) a general partnership or joint venture, the termination of the
partnership or venture or the sale,pledge, encumbrance, or assignment of any of its partnership
or joint venture interests, or the withdrawal from or admission into it of any general partner or
joint venturer; or(d) a limited partnership, (i)the termination of the partnership, (ii)the sale,
pledge, encumbrance, or assignment of any of its general partnership interests, or the withdrawal
from or admission into it of any general partner, (iii)the sale,pledge, encumbrance, or
assignment of a controlling portion of its limited partnership interests, or(iv)the withdrawal
from or admission into it of any controlling limited partner or partners. If granted, consent may
be conditioned upon (a) the integrity, reputation, character, creditworthiness, and management
ability of the person succeeding to the ownership interest in Grantor (or security interest in such
ownership) being satisfactory to Lender; and (b) the execution, before such event, by the person
succeeding to the interest of Grantor in the Property or ownership interest in Grantor (or security
interest in such ownership) of a written modification or assumption agreement containing such
terms as Lender may require, such as a principal pay down on the Obligation, an increase in the
rate of interest payable with respect to the Obligation, a transfer fee, or any other modification of
the Note, this deed of trust, or any other instruments evidencing or securing the Obligation.
E.11. When the context requires, singular nouns and pronouns include the plural.
E.12. The term Note includes all extensions, modifications, and renewals of the Note
and all amounts secured by this deed of trust.
E.13. This deed of trust binds, benefits, and may be enforced by the successors in
interest of all parties.
E.14. If Grantor and Borrower are not the same person,the term Grantor includes
Borrower.
E.15. Grantor and each surety, endorser, and guarantor of the Obligation waive,to the
extent permitted by law, all (a) demand for payment, (b)presentation for payment, (c) notice of
intention to accelerate maturity, (d) notice of acceleration of maturity, (e)protest, [and] (f) notice
of protest [include if applicable: , and (g) rights under sections 51.003, 51.004, and 51.005 of the
Texas Property Code].
E.16. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court and
other costs of enforcing Lender's rights under this deed of trust if an attorney [include if the
transaction is a secondary mortgage loan: who is not an employee of Lender] is retained for its
enforcement.
E.17. If any provision of this deed of trust is determined to be invalid or unenforceable,
the validity or enforceability of any other provision will not be affected.
E.18. The term Lender includes any mortgage servicer for Lender.
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E 19. Grantor hereby grants Lender a right of first refusal with respect to Grantor's
power to authorize any third party (other than Lender pursuant to its rights as set forth in this
instrument)to pay ad valorem taxes on the Property and authorize a taxing entity to transfer its
tax lien on the Property to that third party. Grantor's authorization to any third party (other than
Lender)to pay the ad valorem taxes and receive transfer of a taxing entity's lien for ad valorem
taxes shall be null and void and of no force and effect unless Lender, within ten days after
receiving written notice from Grantor, fails to pay the ad valorem taxes pursuant to Lender's
rights as set forth in this instrument.
E.20. Grantor represents that this deed of trust and the Note are given for the following
purposes: [list specific purposes].
[Name of grantor]
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