Contract - Cornerstone Associates, LLC - 4/23/2020 DEVELOPMENT AGREEMENT
This Development Agreement ("the Agreement") is made by and between the CITY OF
ROUND ROCK, TEXAS, (the "City") and CORNERSTONE ASSOCIATES, LLC, (the
"Developer") on this*2-3 Uay of April, 2020.
RECITALS
WHEREAS, Developer is proposing to build an affordable multi-family senior housing
development (the "Project") at 1551 Red Bud Lane, 1561 Red Bud Lane and 3800 Doris Lane,
located within the City's exterritorial jurisdiction ("ETJ"), as shown in Exhibit "A" (Property"),
attached hereto; and
WHEREAS, the Applicant consents to and shall request annexation of the Properties
into the corporate boundaries of the City; and
WHEREAS, the Developer proposes to apply for financing for the Project, specifically
Low Income Housing Tax Credits ("Tax Credits") from the Texas Department of Housing and
Community Affairs ("TDHCA"); and
WHEREAS, the Developer has, pursuant to Section 2306.67071 of the Texas
Government Code, provided notice to the City of its intent to file for Tax Credits with TDHCA;
and
WHEREAS, the City has held a public hearing regarding the Project as required by
Section 2306.67071; and
WHEREAS, pursuant to Section 2306.67071, after due consideration of the information
provided by the Developer, the City must decide whether to accept or object to the Developers
application for Tax Credits to the TDHCA.
00422877/ss2
TK- zap--00p 00
NOW THEREFORE, the parties hereto agree as follows:
ARTICLE I
1. Recitals. The City hereby finds that the Recitals stated above are true and correct.
2. No Objections. Subject to the conditions stated herein, the City hereby approves
Developer's application for Tax Credits with the TDHCA.
3. Developer's Obligations. The Developer, in consideration for the City's approval as
stated above, agrees to the following:
(a) The Developer, its successors and assigns, hereby agree to forego any vesting
claims that could be made pursuant to Chapter 245 of the Texas Local Government Code
and agree to develop the Project pursuant to all existing City regulations, including but
not limited to, current SR(Senior) District zoning regulations.
(b) The Developer, its successors and assigns, agree to not pursue any tax exemptions
or abatements for the project.
(c) The Developer agrees to pay any required impact fees, as provided for in the
Round Rock Code of Ordinances.
ARTICLE II
1. No Joint Venture. It is acknowledged and agreed by the parties that the terms of this
Agreement are not intended to and shall not be deemed to create a partnership of joint venture
among parties. Neither party shall have any authority to act on behalf of the other party under
any circumstances.
2. Notice of Bankruptcy. In the event Developer files for bankruptcy, whether involuntarily
or voluntary, Developer shall provide written notice to the City within three (3) business days of
such event.
2
3. Authorization. Each party represents that it has full capacity and authority to grant all
rights and assume all obligations that is granted and assumed under this Agreement
4. Notice. Any notice required or permitted to be delivered hereunder shall be deemed
received three (3) days thereafter sent by United States Mail, postage prepaid, certified mail,
return receipt requested, addressed to the party at the address set forth below (or such other
address as such party may subsequently designate in writing) or on the day actually received if
sent by courier or otherwise hand delivered.
If Intended for the City:
City of Round Rock, Texas
Attention: Laurie Hadley
City Manager
221 E. Main Street
Round Rock, Texas 78664
With a copy to:
City of Round Rock, Texas
Attention: Steve Sheets
City Attorney
309 E. Main Street
Round Rock, Texas 78664
If intended for the Developer:
Cornerstone Associates, LLC
Attention: Bobbi Jo Lucas
President
209 South 19th Street, Suite 100
Omaha,NE 68102
5. Entire Agreement. This Agreement is the entire Agreement between the parties with
respect to the subject matter covered in this agreement. There is no collateral oral or written
agreement between parties that in any matter relates to the subject matter of this Agreement.
6. Governing Law. This Agreement shall be governed and construed in accordance with the
laws of the State of Texas, without giving effect to any conflicts of law rule or principle that
3
might result in the application of the laws of another jurisdiction. Venue for any action
concerning the Agreement shall be in Williamson County, Texas.
7. Amendment. This Agreement may only be amended by the mutual written agreement of
the parties.
8. Severability. In the event one or more of the provisions contained in this Agreement
shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect other provisions, and it is the intention of the
parties to this Agreement that in lieu of each provision that is found to be illegal invalid or
unenforceable a provision shall be added to this Agreement which is legal, valid and enforceable
and is as similar in terms as possible to the provision found to be illegal, invalid or
unenforceable.
9. Assignment._ This Agreement may not be assigned without the written consent of the
City.
10. Authorized to Bind. The persons who execute their signatures to this Agreement and any
certifications related to this Agreement represent and agree that they are authorized to sign and
bind their respective parties to all of the terms and conditions contained herein.
11. Counterparts, This Agreement may execute in counterparts. Each of the counterparts
shall be deemed an original instrument, but all of the counterparts shall constitute one and the
same instrument.
[Signatures on the following page.]
4
.4
Executed on this 2?;)-' day of 52020.
DEVELOPER:
CORNERSTONE ASSOCIATES, LLC
By: Cueol�
Its:
CITY:
ROUND ROCK, TEXAS
By:
Craig organ, ayor
Attest:
Sara White, City Clerk
5
ACKNOWLEDGMENT
STATE OF TEXAS
COUNTY OF WILLIAMSON
This instrument was acknowledged before me on �� 2020,
by Craig Morgan, Mayor of the City of Round Rock, Texas, on behalf of said city.
"�Y ^ bLANCACILLiS Notary Public, Stat of Texas
My NotaryID#130582.387
Expires Merch15,2024 My Commission expires: J�
6
ACKNOWLEDGMENT
STATE OF Ntbm,56.
COUNTY OF DO
This instrument was acknowledged before me on I i4D�- 2020
by &bki < 1 L lJl'aS 9 hre5lO1Pht- of CORNERSTONE ASSOCIATES,
LLC, on behalf of said limited liability company.
General Comm. 282022.Notary-State of Nebraska
JILLIAN K.FLYNN Notary Public, State of Nebraska
M
My Commission expires:
After recording, return to:
Sheets & Crossfield, PLLC
309 East Main Street
Round Rock, Texas 78664
7
Exhibit "A"
■■■■r
E
NowJ
?+ ~
� W
■r i
V
"
Ln
OC cD
Isom Loss,"
12 0
V
............
i
{
i
a
{
i
rnYrr+rrf+■'srrollrIla ugmmrrrnasu�rr�ur�u�nrrrnnrrrtrrrr�u�rur�u�ur�rrrrrrrrrr�rr rr�rrr�rr�rrwrr�rrr
Red_B.u.d^Ln
F
3
i
e'
I
i
I
CLQ
I
z C
i
..........
3
a
1
ELECTRONICALLY RECORDED 2020042813
Williamson County, Texas Total Pages: 9
DEVELOPMENT AGREEMENT
This Development Agreement ("the Agreement") is made by and between the CITY OF
ROUND ROCK, TEXAS, (the "City") and CORNERSTONE ASSOCIATES, LLC, (the
"Developer") on this `� —day of April, 2020.
RECITALS
WHEREAS, Developer is proposing to build an affordable multi-family senior housing
development (the "Project") at 1551 Red Bud Lane, 1561 Red Bud Lane and 3800 Doris Lane,
located within the City's exterritorial jurisdiction ("ETJ"), as shown in Exhibit "A" (Property"),
attached hereto; and
WHEREAS, the Applicant consents to and shall request annexation of the Properties
into the corporate boundaries of the City; and
WHEREAS, the Developer proposes to apply for financing for the Project, specifically
Low Income Housing Tax Credits ("Tax Credits") from the Texas Department of Housing and
Community Affairs ("TDI-ICA"); and
WHEREAS, the Developer has, pursuant to Section 2306.67071 of the Texas
Government Code, provided notice to the City of its intent to file for Tax Credits with TDHCA;
and
WHEREAS, the City has held a public hearing regarding the Project as required by
Section 2306.67071; and
WHEREAS, pursuant to Section 2306.67071, after due consideration of the information
provided by the Developer, the City must decide whether to accept or object to the Developers
application for Tax Credits to the TDHCA.
00422877/ss2
' y -Or` 9
2020042813 Page 2 of 9
NOW THEREFORE, the parties hereto agree as follows:
ARTICLE I
1. Recitals. The City hereby finds that the Recitals stated above are true and correct.
2. No Objections. Subject to the conditions stated herein, the City hereby approves
Developer's application for Tax Credits with the TDHCA.
3. Developer's Obligations. The Developer, in consideration for the City's approval as
stated above, agrees to the following:
(a) The Developer, its successors and assigns, hereby agree to forego any vesting
claims that could be made pursuant to Chapter 245 of the Texas Local Government Code
and agree to develop the Project pursuant to all existing City regulations, including but
not limited to, current SR(Senior) District zoning regulations.
(b) The Developer, its successors and assigns, agree to not pursue any tax exemptions
or abatements for the project.
(c) The Developer agrees to pay any required impact fees, as provided for in the
Round Rock Code of Ordinances.
ARTICLE II
1. No Joint Venture. It is acknowledged and agreed by the parties that the terms of this
Agreement are not intended to and shall not be deemed to create a partnership of joint venture
among parties. Neither party shall have any authority to act on behalf of the other party under
any circumstances.
2. Notice of Bankruptcy. In the event Developer files for bankruptcy, whether involuntarily
or voluntary, Developer shall provide written notice to the City within three (3) business days of
such event.
2
2020042813 Page 3 of 9
3. Authorization. Each party represents that it has full capacity and authority to grant all
rights and assume all obligations that is granted and assumed under this Agreement
4. Notice. Any notice required or permitted to be delivered hereunder shall be deemed
received three (3) days thereafter sent by United States Mail, postage prepaid, certified mail,
return receipt requested, addressed to the party at the address set forth below (or such other
address as such party may subsequently designate in writing) or on the day actually received if
sent by courier or otherwise hand delivered.
If Intended for the City:
City of Round Rock, Texas
Attention: Laurie Hadley
City Manager
221 E. Main Street
Round Rock, Texas 78664
With a copy to:
City of Round Rock, Texas
Attention: Steve Sheets
City Attorney
309 E. Main Street
Round Rock, Texas 78664
If intended for the Developer:
Cornerstone Associates, LLC
Attention: Bobbi Jo Lucas
President
209 South 19th Street, Suite 100
Omaha, NE 68102
5. Entire Agreement. This Agreement is the entire Agreement between the parties with
respect to the subject matter covered in this agreement. There is no collateral oral or written
agreement between parties that in any matter relates to the subject matter of this Agreement.
6. Governing Law. This Agreement shall be governed and construed in accordance with the
laws of the State of Texas, without giving effect to any conflicts of law rule or principle that
3
2020042813 Page 4 of 9
might result in the application of the laws of another jurisdiction. Venue for any action
concerning the Agreement shall be in Williamson County, Texas.
7. Amendment. This Agreement may only be amended by the mutual written agreement of
the parties.
8. Severability. In the event one or more of the provisions contained in this Agreement
shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect other provisions, and it is the intention of the
parties to this Agreement that in lieu of each provision that is found to be illegal invalid or
unenforceable a provision shall be added to this Agreement which is legal, valid and enforceable
and is as similar in terms as possible to the provision found to be illegal, invalid or
unenforceable.
9. Assignment. This Agreement may not be assigned without the written consent of the
City.
10. Authorized to Bind. The persons who execute their signatures to this Agreement and any
certifications related to this Agreement represent and agree that they are authorized to sign and
bind their respective parties to all of the terms and conditions contained herein.
11. Counterparts. This Agreement may execute in counterparts. Each of the counterparts
shall be deemed an original instrument, but all of the counterparts shall constitute one and the
same instrument.
[Signatures on the following page.]
4
2020042813 Page 5 of 9
Executed on this ``day of \_,Aprt.41 , 2020.
DEVELOPER:
CORNERSTONE ASSOCIATES, LLC
By: Litt
Its: PReStAni
Bobbi Jo Lucas, President
CITY:
ROUND ROCK, TEXAS
By:
Craig organ, ayor
Attest:
Sara White, City Clerk
5
2020042813 Page 6 of 9
ACKNOWLEDGMENT
STATE OF TEXAS
COUNTY OF WILLIAMSON
This instrument was acknowledged before me on , 2020,
by Craig Morgan, Mayor of the City of Round Rock, Texas, on behalf of said city.
<, 4,„ k )
® _� e
w i BLANC4GILJS I Notary Public, State of Texas
.g.` My Notary ID 1305E23 7 MyCommission expires:
Ex pies Mem-)15,2024
6
2020042813 Page 7 of 9
ACKNOWLEDGMENT
STATE OF Nel-- o(&
COUNTY OF DUm���_;
This instrument was acknowledged before me on ;'-I-I41 04 Apr i i , 2020
by P,i)h; :Jo -u!' S of CORNERSTONE ASSOCIATES,
LLC, on behalf of said limited liability company.
General Notary-State of Nebraska
JILLIAN K.FLYNN Notary Public, State of Nebraska
My Comm.Exp.Sept.28, �..'.
My Commission expires: /—
After recording, return to:
Sheets & Crossfield, PLLC
309 East Main Street
Round Rock, Texas 78664
7
2020042813 Page 8 of 9
Exhibit "A"
El� "
4.4
.'... vimit
i to
Cr)
cap •
Im Co)
v to �---
co
Ce
1
'� 1..... �.
In ism
CO
L. in
� ,ice
' 1
mg
La
w„.w:,w....uwnwnwurnw�.wuwuwuwnwuruwuruwnuwurill
nwarur.+ n��+
Red_B.u.d�Ln
4** ' E "Flip
100'
..,..10,
W
4
y 1 I
2020042813 Page 9 of 9
ELECTRONICALLY RECORDED
OFFICIAL PUBLIC RECORDS
2020042813
Pages: 9 Fee: $49.00
04/28/2020 08:39 AM
�AS E Of
P11 `V • �
tir
Nancy E. Rister,County Clerk
Williamson County,Texas