Contract - 200 E. Austin Ave. LLC - 4/9/2020 ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
This Economic Development Program Agreement ("Agreement") is entered into this"�day of
j L-. , 2020, by and between the City of Round Rock, Texas, a Texas home rule
munic pal corporation("City"), and 200 E. Austin Ave. LLC ("Developer").
WHEREAS, the City has adopted Resolution No,-2VX-1_12..attached as Exhibit A ("City
Resolution"), establishing an economic development program and authorizing the Mayor to enter
into this Agreement with Developer in recognition of the positive economic benefits to the City
through Developer's decision to construct a building within the City at 221 East Main, Round
Rock, Texas 78664 (the "Property"); and
WHEREAS,the purpose of this Agreement is to promote economic development as contemplated
by Chapter 380 of the Texas Local Government Code wherein Developer intends to construct a
2,650 square foot office building (the "Facility"): and
WHEREAS, the City agrees to provide certain performance-based economic incentives (as
defined below);
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 Developer 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, and constitutes a valid and
binding obligation of the City in the event Developer proceeds to construct the Facility.
The City acknowledges that Developer is acting in reliance upon the City's performance of
its obligations under this Agreement in making its decision to commit substantial resources
to construct the Facility.
2. Definitions.
2.1. "Economic Incentive" ("Economic Incentive") means the waiver of certain
development fees as described in this Agreement.
2.2. "Effective Date"is the date this Agreement is executed to be effective by the City
and DEVELOPER.
2.3 "Facility" means a 2,650 square foot office building located in the City of Round
Rock at 200 East Austin Ave., Round Rock, Texas 78664..
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.
sloan 380 Agreement-CORR(0044197 NA08F8)
1�,Z20--ooq 3
2.5. "Real Property Improvements" means costs directly incurred as a result of the
construction of certain improvements to the Facility for the purpose of supporting
Developer's business operation. The Real Property Improvements are described in
Exhibit"A", attached hereto and incorporated herein.
3. Intention of Parties. The City Council of Round Rock has previously determined that one
of its priority goals is to encourage economic development within the City.To further these
goals, the City is willing to provide EIP's to assist Developer in constructing the Facility.
4. Term. This Agreement shall become enforceable upon its Effective Date and shall
terminate on December 31, 2021.
5. Rights and Obligations of Developer.
5.1. Construction of Facility. Developer agrees to invest at least$700,000 to construct
the Facility (the "Real Property Investment Threshold") prior December 31,
2021..
5.2 Construction of Real Property Improvements. Developer agrees, concurrently
with the construction of the Facility, to construct and install the Real Property
Improvements pursuant to the design, plans and specifications as shown in Exhibit
"A" attached hereto. Developer agrees to obtain the written consent of the City in
the event of any material change to said design, plans and specifications.
6. Economic Incentive Payments.
6.1 Waiver of Fees. In consideration, and subject to Developer's compliance with this
Agreement, the City agrees to pay EIPs as follows: development fees due and
owing the City pertaining to the construction of the Facility, including site
development permit application fees, building permit application fees, tree
mitigation fees and regional detention fees, are hereby waived.
7. Miscellaneous.
7.1.Mutual Assistance. The City and Developer will do all things reasonably necessary or
appropriate to carry out the terms and provisions of this Agreement.
7.2.Representations and Warranties. The City represents and warrants to Developer 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. Developer represents and
warrants to the City that it has the requisite authority to enter into this Agreement.
7.3.Default. If either the City or Developer should default in the performance of any
obligations of this Agreement, the other party shall provide such defaulting party with
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written notice of such default and thirty (30) days' opportunity to cure, 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, Developer shall have the right
to pursue any remedy at law or in equity for the City's breach. If Developer remains in
default after notice and opportunity to cure, City shall have the right to pursue any
remedy at law or in equity for Developer' s breach.
7.4.Attomey's Fees. In the event any legal action or proceeding is commenced in a court
of competent jurisdiction between the City and Developer 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.
7.5.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 Developer.
7.6.Binding Effect. This Agreement shall be binding on and inure to the benefit of the
parties, their respective successors and assigns.
7.7.Assignment. Developer may not assign all or part of its rights and obligations to a third
party without the express written consent of the City provided, however, that this
Agreement may be assigned by either party without the consent of the other to an
affiliate or to any third party who succeeds to substantially all of its business or assets.
7.8.Amendment. This Agreement may be amended by the mutual written agreement of the
parties.
7.9.Termination. In the event Developer elects not to construct the Facility or install the
Real Property Improvements as contemplated by this Agreement, Developer 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. Any fees that may
have been waived by the City pursuant to Section 6, above, shall be immediately due
and owing.
7.10. 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:
If to City: City of Round Rock
221 E. Main Street
Round Rock, TX 78664
Attn: City Manager
Phone: (512) 218-5400
Email: lhadleygroundrocktexas.gov
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With a required copy to:
Sheets & Crossfield
309 E. Main Street
Round Rock, TX 78664
Attn: Stephan L. Sheets
Phone: (512)255-8877
Email: stevekscrrlaw.com
If to Developer:
Jon E. Sloan
1802 Shadowbrook Circle
Round Rock, Texas 78681
Phone: 512-965-5870
Email:jonesloan@aol.com
Either parry may designate a different address at any time upon written notice to
the other parry.
7.11. 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.
7.12. 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.
7.13. 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.
7.14. No Third-Party Beneficiaries. This Agreement is not intended to confer any rights,
privileges or causes of action upon any third party.
7.15. 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
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allowed for performance under this Agreement as the result of any event of force
majeure.
7.16. 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. 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 Facility or the design,
construction or operation of any portion of the Facility.
EXECUTED to be effective as of the day of , 2020.
(signatures on the following page)
5
CITY OF ROUND ROCK, TEXAS
By: _ & M ,
Craig Mor an, Ma r
Attest:
Sara White
City Clerk
APPR VIED as to form:
Stephan . Sheets, City Attorney
DEVELOPER
200 E. AU IN AVE. , L
By:
its ti P A--
6
EXHIBIT
«A„
RESOLUTION NO. R-2020-0092
WHEREAS, the City Council has determined that one of its priority goals is to encourage
economic development within the City of Round Rock; and
WHEREAS, 200 E. Austin Ave., LLC ("Developer") intends to construct a new office
building located in the City of Round Rock at 200 East Austin Ave., Round Rock, Texas, 78668, (the
"Facility"); and
WHEREAS, the Council wishes to promote economic development as contemplated by
Chapter 380 of the Texas Local Government Code whereby Developer has leased and intends to
improve the Facility; 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
WHEREAS, the City Council has determined that the Program described in Exhibit "A" will
encourage economic development within the City and will also meet the goals set forth in said
§380.001, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the City offers to Developer a §380.001 Program whereby the City will grant certain
Economic Incentive Payments ("EIP's"), and
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
0112.20202;00442928
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 9th day of April, 2020.
CRAIG MORGAN, Mayor
City of Round Rock, Texas
ATTEST:
SARA L. WHITE, City Clerk
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EXHIBIT A
ECONOMIC DEVELOPMENT PROGRAM
The terms of the §380.001 Economic Development Program to be offered to Developer in
exchange for Developer's construction of a building located at 200 E. Austin Ave. are as generally
outlined below:
1. Developer's intentions and obligations:
1.1. Facility. Developer intends to construct an office building located at 200 E. Austin Ave.
in Round Rock.
1.2. Investment. Developer intends to invest at least $700,000 in the construction of the
Facility.
1.3. Compliance with regulations. Developer agrees that it will comply with the City's
development approval processes and shall construct the Facility consistent with City
ordinances, development regulations and requirements.
1.4. Construction of Real Property Improvements. Developer agrees that, concurrently with
the construction of the Facility it will construct certain Real property Improvements as
described in Exhibit "B" of the Agreement.
2. City's obligations:
2.1. Economic Incentive Payments. In consideration of Developer's compliance with the
aforesaid intentions, the City agrees to waive all development fees due and owing to the
City related to the construction of the Facility.
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
REAL PROPERTY IMPROVEMENTS
CERTIFICATE OF INTERESTED PARTIES FORM 1295
101`1
Complete Nos,1-4 and 6 If there are Interested parties, OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
I Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2020-603333
Jon Sloan/200 E.Austin,L.L.C.
Round Rock,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party tothe contract for which the form is 03130/2020
being filed.
City of Round Rock Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
000000
380 Agreement for 200 E.Austin
Nature of interest
4 Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling intermediary
Sloan, Rebecca Round Rock,TX United States X
Sloan,Jon Round Rock,TX United States X
S Check only if there is NO Interested Party.
6 UNSWORN DECLARATION
My name is and my date of birth is
X,0
is Teo 6t,)-I e/
My address
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
PI I
Executed in _County, State of o J -,
heyt, dayof`6—V& 't. 20
0 '1
(month) (year)
Sign'atire of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission wwweth1ds.state.tx.us Version V1.1.3a6aaf7d
CERTIFICATE OF INTERESTED PARTIES FORM 1295
1 of 1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2020-603333
Jon Sloan/200 E.Austin, L.L.C.
Round Rock,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 03/30/2020
being filed.
City of Round Rock Date Acknowledged:
04/09/2020
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
000000
380 Agreement for 200 E.Austin
4
Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
Sloan, Rebecca Round Rock,TX United States X
Sloan,Jon Round Rock,TX United States X
5 Check only if there is NO Interested Party.
6 UNSWORN DECLARATION
My name is and my date of birth is
My address is
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in County, State of on the day of 20
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.3a6aaf7d
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