TB-2020-006 - 7/23/2020 RESOLUTION NO. TB-2020-006
WHEREAS, Investex II, LLC ("Investex") has expressed an interest in constructing a cold
storage and manufacturing facility (the"Facility") containing at least 125,000 square feet in the City of
Round Rock and creating 60 primary jobs over five years (the "Project"); and
WHEREAS, the purpose of the Round Rock Transportation and Economic Development
Corporation ("TEDCO") is to promote economic development as contemplated by Chapters 501 and
505 of the Texas Local Government Code(the "Code"); and
WHEREAS, pursuant to §505.159 of the Code, the Board of Directors of TEDCO held a
public hearing on the proposed Project; and
WHEREAS, at said public hearing the Board heard evidence that the proposed project meets
the definition of a"project"under the terms of§501.101 of the Code; and
WHEREAS, the Board of Directors has determined that the Project will encourage economic
development and provide primary jobs within the City,Now Therefore
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ROUND ROCK
TRANSPORTATION AND ECONOMIC DEVELOPMENT CORPORATION,
That the President is hereby authorized and directed to execute on behalf of TEDCO the
Economic Development Agreement with Investex II, LLC, a copy of which is attached hereto as
Exhibit A.
The Board of Directors 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.
0112.20202;00449994
RESOLVED this 23rd day of July, 2020.
By:
CRAIG MOR AN, esident
Round Rock Transportation and Economic
Development Corporation
ATTEST:
JON SL , Secretary
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EXHIBIT
"All
ECONOMIC DEVELOPMENT AGREEMENT
This Economic Development Program Agreement ("Agreement") is entered into this_day of
, 2020, (the "Effective Date") by and between the Round Rock
Transportation and Economic Development Corporation, a Type B corporation ("TEDCO")
created under the authority of Chapters 501 and 505,Texas Local Government Code,(the"Code")
and Investez II,LLC,a Texas limited liability company ("Investez"). The foregoing are referred
to collectively as the"Parties".
WHEREAS, TEDCO has adopted a resolution approving the Project (defined below) and
authorizing the President to enter into this Agreement with Investex in recognition of the creation
of primary jobs and the positive economic benefits to the City of Round Rock (the "City") as set
forth below; and
WHEREAS, it is Investex's intention to construct a cold storage and manufacturing facility (the
"Facility") containing at least 125,000 square feet and to create 60 primary jobs over five years
(the"Project"); and
WHEREAS,the purpose of this Agreement is to promote economic development as contemplated
by Chapters 501 and 505 of the Texas Local Government Code whereby Investex intends to
complete the Project; and
WHEREAS, TEDCO agrees to provide performance-based Economic Incentive Payments
("EIP's") (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,
TEDCO and Investex agree as follows:
1. Authority. TEDCO's execution of this Agreement is authorized by §505.102 of the Texas
Local Government Code. TEDCO acknowledges that Investex 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 lease, improve, and occupy the Facility and
create primary jobs.
2. Definitions.
2.1. "City" means the City of Round Rock, Texas.
2.2 "Economic Incentive Payment(s)" ("EIPs") means the amount paid by TEDCO
to Investex as set forth in Sec. 5.1.
2.3 "Effective Date" is the date set forth above in the introductory paragraph.
2.4 "Facility" means the cold storage and manufacturing building containing at least
125,000 square feet to be located on CORRIDOR PARK I, a Resub of Remainder
of Lot 1, Lot 2, containing 10.663 acres at 16400 Bratton Lane, Austin, Texas.
00448338 - MAR EcoDev Agrmnt (6.30.2020) Changes Accepted.DOCXsIs
2.5 "Full Time Equivalent Employee"("FTE")means a combination of employees,
each of whom individually is not a full-time employee because they are not
employed on average at least 40 hours per week, but who, in combination, are
counted as the equivalent of a full-time employee. FTE's shall include original
hires or their replacements over time.
2.6 "Primary Job"means a job that meets the definition in §501.002(12)of the Texas
Local Government Code.
2.7 "Recapture Liability" means the total amount of all EIP's that are paid as result
of this Agreement that are subject to recapture by TEDCO from Investex in the
event of an Investex default.
3 Term. This Agreement shall become enforceable upon its Effective Date and shall
terminate on December 31, of Year 5.
4 Rights and Obligations of Investex.
4.1 Construction.Investex intends to construct the Facility on or before August 1,2021.
4.2 Investment. Investex intends to invest at least $14,000,000 in purchasing real
property and constructing the Facility. Investex agrees to provide TEDCO with
documentation that shows proof that this obligation has been satisfied, and
TEDCO shall have the right to audit Investex's records to verify same.
4.3 Jobs. Investex agrees to create at least 60 Primary Jobs and hire a like number of
full-time employees and/or FTE's, within five years of occupying the Facility, in
accordance with the schedule set forth below. "Year 1" shall mean the calendar
year following Investex's occupancy of the Facility.
Year Retained Jobs New Jobs Total Jobs
Year 1, 0 08 08
Year 2, 08 10 18
Year 3, 18 13 31
Year 4, 31 13 44
Year 5, 44 16 60
4.4 Job Compliance Affidavit. On or before March 1 following each calendar year
of this Agreement, Investex agrees to provide to TEDCO a Job Compliance
Affidavit, a copy of such Job Compliance Affidavit being attached hereto as
Exhibit A. TEDCO shall have the right, following reasonable advance notice to
Investex, to audit Investex's records to verify that this obligation has been
satisfied.
4.5 Compliance with regulations. Investex agrees that it will comply with the City's
development approval processes, and shall construct and install the improvements
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and operate the Facility consistent with City ordinances, development regulations
and legal requirements.
4.6 Clawback. In the event that Investex fails to comply with any of the actions as
described in Section 4.1 through 4.5 above, Investex will immediately pay to
TEDCO an amount equal to, but not to exceed, the Recapture Liability.
5. Economic Incentive Payments. In consideration of Investex' s compliance with this
Agreement, TEDCO agrees as follows:
5.1 Schedule for EIPs. TEDCO shall, subject to Investex's satisfaction of its
obligations set forth herein, make EIPs to Investex as set forth herein. The EIP's
shall be made in annual payments on or before April 1 of each year. "Year 1" shall
be the calendar year following Investex's occupancy of the Facility.The amount of
the EIP's shall be as follows:
Year Amount of EIP
Year 1 $125,000
Year 2 $100,000
Year 3 $ 75,000
Year 4 $ 50,000
Year 5 $ 25,000
5.2 EIP Subject to Future Appropriations. This Agreement shall not be construed as a
commitment, issue or obligation of any specific taxes or tax revenues for payment
to Investex.The EIPs by TEDCO under this Agreement are subject to the TEDCO's
appropriation of funds for such payments in the budget year for which they are
made. The EIPs to be made to Investex, if paid, shall be made solely from annual
appropriations from the general funds of TEDCO under applicable Texas law,
subject to any applicable limitations or procedural requirements. In the event that
TEDCO does not appropriate funds in any fiscal year for the EIP due under this
Agreement, such failure shall not be considered a default under Section 6.3, and
TEDCO shall not be liable to Investex for such EIP,however,TEDCO shall extend
this Agreement for another year(s), until Investex has received all of the EIPs
provided for herein. In addition,Investex shall have the right but not the obligation
to rescind this Agreement. To the extent there is a conflict between this paragraph
and any other language or covenant in this Agreement,this paragraph shall control.
5.3 EIP Recapture. In the event TEDCO terminates this Agreement as a result of
Investex's default, TEDCO may recapture and collect from Investex the Recapture
Liability. Investex shall pay to TEDCO the Recapture Liability within thirty (30)
days after TEDCO makes demand for same, subject to any and all lawful offsets,
settlements, deduction, or credits to which Investex may be entitled.
Notwithstanding anything herein to the contrary, such Recapture Liability shall not
exceed,in the aggregate,an amount equal to all EIPs that were paid pursuant to this
Agreement from the Effective Date to the date of termination(together with interest
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thereon to be charged at the statutory rate for delinquent taxes as determined by
Section 33.01 of the Property Tax Code of the State of Texas, but without the
addition of a penalty). TEDCO shall have all remedies for the collection of the
Recapture Liability as provided generally in the Tax Code for the collection of
delinquent property taxes.
6. Miscellaneous.
6.1. Mutual Assistance.TEDCO and Investex will do all things reasonably necessary or
appropriate to carry out the terms and provisions of this Agreement.
6.2. Representations and Warranties. TEDCO represents and warrants to Investex that
this Agreement is within its authority,and that it is duly authorized and empowered
to enter into this Agreement, unless otherwise ordered by a court of competent
jurisdiction. Investex represents and warrants to TEDCO that it has the requisite
authority to enter into this Agreement.
6.3. Default. If either TEDCO or Investex should default in the performance of any
obligations of this Agreement, the other party shall provide such defaulting party
with notice of such default, and a reasonable opportunity to cure such default, prior
to instituting an action for breach or pursuing any other remedy for default. If
TEDCO remains in default after notice and opportunity to cure,Investex shall have
the right to pursue any remedy at law or in equity for TEDCO's breach. If Investex
remains in default after notice and opportunity to cure,TEDCO shall have the right
to pursue any remedy at law or in equity for Investex' s breach.
6.4. Attorney's Fees. In the event any legal action or proceeding is commenced in a
court of competent jurisdiction between TEDCO and Investex 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 TEDCO and Investex.
6.6. BindingE . This Agreement shall be binding on and inure to the benefit of the
parties, their respective successors and assigns.
6.7. Assignment. Investex may not assign all or part of its rights and obligations to a
third party without the express written consent of TEDCO,which consent shall not
be unreasonably withheld, conditioned or delayed, 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.
6.8. Amendment. This Agreement may be amended by the mutual written agreement of
the parties.
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6.9. Termination. In the event Investex elects not to construct the Facility as
contemplated by this Agreement, Investex shall notify TEDCO 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.
6.10. 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 TEDCO: Round Rock Transportation and Economic Development
Corporation
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: stevena.scrrlaw.com
If to Investex:
Investex II, LLC
6815A Jarrett Way
Suite 100
Austin, Texas 78728
Attn: Michael Renna
Phone: (512) 917-5980
Email: michaelrennasr@gmail.com
With a required copy to:
Erwin Consultants,LLC
6311 Shoal Creek Blvd.
Austin, Texas 78757
Attn: William Erwin
Phone: 512-600-4080
Email: bill@erwinconsultants.com
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Either party may designate a different address at any time upon written notice to
the other 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 (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;
Pandemic Measures; 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.
6.16. "Pandemic Measures" means any quarantine, cordon sanitaire, "shelter in place,"
work shut down order, non-essential business designation, occupancy or spacing
limitation, protective or cleaning measures, or any other valid law, ordinance or
regulation issued in response to a pandemic,or an epidemic occurring in the vicinity
of the Project, by a governmental entity with jurisdiction over the Project or the
Work, and which hinders or delays a Party's ability to satisfy an obligation of this
Agreement.
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. TEDCO, its past, present and future officers, elected officials,
employees and agents of the City, do not assume any responsibilities or liabilities
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to any third party in connection with the development of the Facility or the design,
construction or operation of any portion of the Facility.
6.18. Estoppel Certificate.Investex 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 6.18.The certificate,which will upon request be addressed to Investex,or
a lessee, purchaser or assignee of Investex, shall include, but not necessarily be
limited to, statements (qualified to the best knowledge of TEDCO) 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.
EXECUTED to be effective as of the 9L day of TL,) lt� _.2020.
ROUND ROCK TRANSPORTATION AND
ECONOMIC DEVELOPM NT CORP.
ZBy:
Craig Morian, sident
INVESTEX Il,LLC
�7
By:
Michael Renna,its Managing Member
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EXHIBIT A
JOB COMPLIANCE AFFIDAVIT
BEFORE ME, the undersigned authority, on this day personally appeared
, (name) known to me to be the person whose name
is subscribed below, and after having been duly sworn, on his/her oath stated as follows:
1. "My name is . I am over the age of 21 years and am
capable of making this affidavit.The facts stated in this affidavit are within my personal knowledge
and are true and correct.
2. "1 am the (title)of INVESTEX II,LLC, and I am duly
authorized to make this affidavit.
3. "Aa of December 31, 20_, INVESTEX II,LLC had the following Primary Job Positions:
EMPLOYEE ID NO. JOB POSITION OR TITLE
8
EMPLOYEE ID NO. JOB POSITION OR TITLE
TOTAL JOBS
Dated this day of , 20_.
(signature)
(printed name)
(title)
Subscribed and sworn to before me on this the day , 20_.
Notary Public, State of Texas
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RESOLUTION NO.
WHEREAS,Investex II,LLC("Investex")has expressed an interest in constructing a cold storage
and manufacturing facility (the "Facility") containing at least 125,000 square feet in the City of
Round Rock and to create 60 primary jobs over five years (the "Project"); and
WHEREAS, the purpose of the Round Rock Transportation and Economic Development
Corporation ("TEDCO) is to promote economic development as contemplated by Chapters 501
and 505 of the Texas Local Government Code (the"Code"); and
WHEREAS, pursuant to §505.159 of the Code, the Board of Directors of TEDCO held a public
hearing on the proposed Project; and;
WHEREAS,at said public hearing the Board heard evidence that the proposed project meets the
definition of a"project" under the terms of§501.101 of the Code; and
WHEREAS, the Board of Directors has determined that the Project will encourage economic
development and provide primary jobs within the City, NOW THEREFORE
BE IT RESOLVED BY THE BOARD OF DIRECTORS THAT,
That the President is hereby authorized and directed to execute on behalf of TEDCO the
Economic Development Agreement with Investex II, LLC, a copy of which is attached hereto as
Exhibit A.
The Board of Directors 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 , 2020.
CRAI OR AN, President
ATTEST:
Jon Sloan, Secretary