Contract - Ridge Development Company, LLC - 7/26/2018 ECONOMIC DEVELOPMENT AGREEMENT
This Fconomic Development Agreement (the "Agreement") is entered into this O- IR day of
` 2018 (the "Effective Date") by and between the Round Rock
Transpo anon and Economic Development Corporation, a Type B Corporation created
pursuant to Chapter 505 of the Texas Local Government Code ("TEDCO"), and Ridge
Development Company,L.L.C.,a Delaware limited liability company ("RDC'). The foregoing
are referred to collectively as the "Parties."
WHEREAS, the TEDCO is a Type B Economic Development Corporation created pursuant to
Chapters 501 and 505 of the Texas Local Government Code (the "Code'); and
WHEREAS,the primary purpose of TEDCO it to participate in projects which promote or develop
new or expanded business enterprises that create or retain primary and other jobs, which projects
can include the construction of improvements to public infrastructure such as streets and roads,
water and sewer utilities, drainage and related improvements; and
WHEREAS, RDC proposes to purchase land, and construct one or more buildings containing at
least 400,000 square feet in the aggregate,and install equipment, facilities,and improvements(the
"Project', as defined below, which project the TEDCO Board of Directors has determined will
promote or develop new or expanded business enterprises that create or retain jobs; and
WHEREAS,in order to develop the Project,it is necessary to eonstruct an extension of the public
right-of way commonly known as Chisholm Trail and related improvements,(the"Chisholm Trail
Project's as defined below; and
WHEREAS,the Parties intend that once the Property(as defined below)is acquired by RDC and
has been subdivided, platted (including the dedication of the Chisholm Trail Project), and the
Chisholm Trail Project completed, the City will accept the Chisholm Trail Project and be
responsible therefor, all in accordance with applicable law; and
WHEREAS, TEDCO is willing to fund a portion of the cost of the Chisholm Trail Project as
provided in this Agreement;
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 RDC agree as follows:
1. Authority. TEDCO'S execution of this Agreement is authorized by Chapters 501 and 505
off the Texas Local Government Code and constitutes a valid and binding obligation of
TEDCO in the event RDC proceeds with construction of the Project. TEDCO
acknowledges that RDC is acting in reliance upon TEDCO's performance of its obligations
under this Agreement in making its decision to commit substantial resources and money to
construct the Project.
RDC's execution of this Agreement is authorized as applicable by its members and/or
manager and constitutes a valid and binding obligation of RDC. RDC acknowledges that
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TEDCO is acting in reliance upon RDC's using commercially reasonable efforts to lease
the Project which the parties expect will promote or develop new or expanded business
enterprises that create or retain jobs.
2. Definitions.
2.1 "Chisholm Trail Project" means the construction of the extension of Chisholm
Trail and related improvements shown on Exhibit B.
2.2 "City"means the City of Round Rock, Texas.
2.3 "Effective Date"is the date set forth above as the date this Agreement is executed
to be effective by the Parties.
2.4 "Project" means the buildings, equipment, facilities, and improvements to be
constructed by RDC on the Property located in the city limits of City and generally
depicted on Exhibit B.
2.5 "Property"means the tract of land legally described in Exhibit A.
3. Representations,Rights, and Obligations of RDC.
3.1 Project. RDC understands that TEDCO expects that the Project when it is
constructed and leased will promote or develop new or expanded business
enterprises that will create or retain primary and other jobs. RDC agrees to
complete the construction of at least 400,000 square feet in the aggregate of
distribution/light industrial space on orbefore the 3lst day of January,2021,subject
to any force majeure events. RDC agrees to provide TEDCO with commercially
reasonable documentation evidencing that the obligation in the immediately prior
sentence has been satisfied,and TEDCO shall have the right to audit RDC's records
to verify same.
3.2 Compliance with regulations. RDC agrees that it will comply with the City's
development approval processes and shall operate the Project consistent with City
ordinances, development regulations, and requirements.
3.3 Continuous operation. RDC agrees to use commercially reasonable efforts to cause
the Project to remain leased for a period of ten years under one or more leases
relating thereto entered into at any time during such ten-year period.
4. Constructing and Funding the Chisholm Trail Project
4.1 The Parties acknowledge that the Chisholm Trail Project is public infrastructure
that is required or suitable for the development of the Project.
4.2 RDC shall cause the Chisholm Trail Project to be constructed in accordance with
applicable law,including building codes, ordinances, and regulations applicable to
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the work, and in accordance with the plat and plans that are approved by the City.
RDC will obtain all necessary permits and approvals from the City.
4.3 During construction of the Chisholm Trail Project, the City shall have the right to
review all documents, maps,plats and records, reports and drawings affecting the
construction of the Chisholm Trail Project, and to inspect the work in progress all
in accordance with applicable law.
4.4 As set forth below,TEDCO agrees to make monthly progress payments to RDC for
the actual cost of the Chisholm Trail Project, up to but not exceeding the total
amount of$705,000.00.
4.5 Not more often than once per month, RDC shall submit to the City's Director of
Transportation (the "Director") for review an Application for Payment in a form
reasonably acceptable to the Director(an "Application"), filled out and signed by
RDC covering the work completed as of the date of the Application and
accompanied by supporting documentation reasonably acceptable to the Director.
4.6 The Application shall not include materials or equipment not incorporated in the
work but delivered and suitably stored at the site or at another location.
4.7 Applications shall include the following documentation:
a. updated progress schedule,
b. monthly subcontractor report,and
C. any other documentation reasonably required by the Director.
4.8 The Director will, within ten (10) business days after receipt of each Application,
either indicate a recommendation for payment and forward the Application for
processing by TEDCO or return the Application to R.DC indicating the Director's
reasons for refusing to recommend payment. In the latter case, RDC may make the
necessary corrections and resubmit the Application.
4.9 TEDCO shall make the payment to RDC no later than 30 days following its receipt
of the Director's recommendation for payment.
5. Miscellaneous.
5.1 Mutual Assistance. The Parties will do all things reasonably necessary or
appropriate to carry out the terms and provisions of this Agreement.
5.2 Default. If either TEDCO or RDC 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
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default. If TEDCO remains in default after notice and opportunity to cure, RDC
shall have the right to pursue any remedy at law or in equity for TEDCO's breach.
If RDC remains in default after notice and opportunity to cure,TEDCO shall have
the right to pursue any remedy at law or in equity for RDC's breach.
5.3 Attorney's Fees. In the event any legal action or proceeding is commenced in a
court of competent jurisdiction between TEDCO and RDC 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.
5.4 Entire Agreement. This Agreement contains the entire agreement between the
Parties with respect to the subject matter hereof. This Agreement may only be
amended, altered or revoked by written instrument signed by the Parties.
5.5 Binding_Effect. This Agreement shall be binding on and inure to the benefit of the
Parties,their respective successors and assigns.
5.6 Assignment. RDC may not assign this Agreement without the express written
consent of TEDCO,which consent shall not be unreasonably withheld,conditioned
or delayed, provided, however, that RDC may assign this Agreement without the
consent of TEDCO to an entity which controls,is controlled by or is under common
control with RDC,any successor entity to RDC by way of merger,consolidation or
other non-bankruptcy corporate reorganization, or an entity which acquires all or
substantially all of RDC's assets, partnership or membership interests, or capital
stock. Notwithstanding the foregoing, the Parties hereby acknowledge and agree
that RDC intends to acquire and develop the Project and the Chisholm Trail Project
with a financial partner and accordingly, RDC may assign this Agreement without
the consent of TEDCO to any partnership, limited liability company, limited
partnership, corporation or other entity formed to facilitate the acquisition and
development of the Project and the Chisholm Trail Project, including without
limitation to Principal Ridge Round Rock Venture I, LLC.
5.7 Amendment. This Agreement may be amended by the mutual written agreement
of the Parties.
5.8 Termination. In the event RDC elects not to construct the Project as contemplated
by this Agreement, RDC shall notify TEDCO in writing, and this Agreement and
the obligations on the part of all Parties shall be deemed terminated and of no
further force or effect.
5.9 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:
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If to TEDCO: Round Rock Transportations and Economic Development Corp.
221 E. Main Street
Round Rock, TX 78664
Attn: City Manager
Phone: (512) 218-5400
Email: lhadley@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@scrrlaw.com
If to RDC: Ridge Development Company, L.L.C.
1900 West Loop South
Houston, Texas 77027
Attn: Ben Newell
Email: Ben,Newell@ridgedevelopment.net
With a required copy to:
Drane&Freyer Limited
200 West Madison Street, Suite 2800
Chicago, IL 60606
Attn: Wendy Freyer
Email: wfreyer@dfllaw.com
Any party may designate a different address at any time upon written notice to the other Parties.
5.10 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.
5.11 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.
5.12 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
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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.
5.13 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.
5.14 No Third-PBeneficiaries. This Agreement is not intended to confer any rights,
privileges or causes of action upon any third party.
5.15 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 (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 provided,herein,there
shall be an equitable adjustment allowed for performance under this Agreement as
the result of any event of force majeure.
5.16 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. TEDCO and the City, their past, present and future
officers, elected officials, employees and agents of TEDCO or 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.
5.17 Estoppel Certificate.RDC may request an estoppel certificate from TEDCO so long
as the certificate is requested in connection with a bona fide business purpose and
requests commercially reasonable certifications. TEDCO agrees to promptly
execute and deliver any estoppel certificate reasonably requested pursuant to this
Section 5.17. The certificate, which will upon request be addressed to RDC, or a
lessee, purchaser or assignee of RDC, shall include,but not necessarily be Iimited
to, statements (qualified to the best knowledge of the City) that this Agreement is
in full force and effect without default (or if a default exists, the nature of such
default and any curative action which should be undertaken to cure same), the
remaining term of this Agreement, and such other matters reasonably requested by
the party(ies)to receive the certificate.
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EXECUTED as of the date first set forth above.
ROUND ROCK TRANSPORTATION
AND ECONOMIC DEVELOPMENT
CORDOTION
By: 2 1A
Cra' Morg resident
Date: 2018
A
"fo
. Sheets,TEDCO Attorney
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Ridge Development Company,L.L.C.
a Delaware limited liability company
!�
By:
Name:
Title:
8
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
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EXHIBIT B
GENERAL DEPICTION OF THE PROJECT
AND
THE CHISHOLM TRAIL,PROJECT
See Attached
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