Contract - R.C. Center LP - 5/11/2023 CITY OF ROUND ROCK FACADE AND SITE IMPROVEMENT
PROGRAM GRANT AGREEMENT
(Chapter 380 Agreement)
This City of Round Rock Facade Improvement Program Grant Agreement ("Agreement") is made
and entered into by and between the City of Round Rock, a Texas home rule municipality (the "City'l,
and R.C. Center, L.P., a Texas Limited Partnership(the "GrantRecipient'j.
WITNESSETH:
WHEREAS,all capitalized terms used herein shall have the meanings set forth in this Agreement;and
WHEREAS, the rehabilitation, enhancement, restoration, and preservation of building facades in
the City of Round Rock will be a catalyst to:(i)attract new customers and businesses to Round Rock;
(ii) stimulate new, private investment and economic development in Round Rock; (iii) positively impact
the marketability and perception of Round Rock;and (iv) promote commercial revitalization of Round Rock;
and
WHEREAS, on May 11, 2023, the Round Rock City Council approved a fa4ade grant program to
make grants to encourage the rehabilitation, enhancement, restoration and preservation of building
facades in Round Rock; and the properties located within the boundaries outlined in red on the map
attached hereto as Exhibit"A"and made a part hereof for all purposes("Program Boundaries'l;and
WHEREAS,the Round Rock City Council has determined that the Facade Improvement Program
will benefit the Program Boundaries by developing, expanding and stimulating business and commercial
activity in the Program Boundaries;and
WHEREAS, the City Council has further determined that the Fagade Improvement Program is in
the public interest and that theinvestment of public resources in Round Rock through facade improvement
grants pursuant to and in accordance with the terms, conditions and guidelines of the Fagade
Improvement Program is for a public purpose and will promote local economic development in the City,
stimulate business and commercialactivity in the City and benefit the City and its citizens;and
WHEREAS,a copy of the Fagade Improvement Program is on file in the office of the City Clerk of the
City and is incorporated herein by reference for all purposes;and
WHEREAS, the Grant Recipient is the owner or tenant of a building known as
Renaissance Shopping Center located at 2120 N. Mays Street, Round Rock,Texas 78664 (the "Building");
and
WHEREAS,the Building is located in Round Rock and is within the Program Boundaries;and
WHEREAS, on the 7th day of July, 2022, the Grant Recipient submitted an application for a grant
under the Facade ImprovementProgram(the"Grant Application");and
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WHEREAS, the Grant Recipient has agreed to rehabilitate, enhance, restore and/or preserve the
facade of the Building by repairing, removing, replacing, restoring, constructing and/or installing
improvements to the facade of the Building as more particularly described in Exhibit'B"attached hereto and
made a part hereof for all purposes(the"Work");and
WHEREAS,the City Council has determined that the project described in the Grant Application and
the Work comply with the terms, conditions and guidelines of the Facade Improvement Program and
authorizes this Agreement as part of the Fa4ade Improvement Program;and
WHEREAS, the Grant Recipient desires to participate in the Facade Improvement Program by
entering into this Agreement; and
WHEREAS,the City Council finds and determines that this Agreement will effectuate the purposes
set forth in the Facade Improvement Program and that the performance of Grant Recipient'sobligations
set forth in this Agreement will promote local economic development in the City, stimulate business and
commercial activity in the City and benefit the City and its citizens.
NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and
for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged
and confessed,the parties agree as follows:
ARTICLE I
Incorporation of Recitals
The foregoing recitals("Recitals'l are incorporated into the body of this Agreement and shall be
considered part of the mutual covenants,consideration and promises that bind the Parties.
ARTICLE II
Definitions
As used in this Agreement,the following terms shall have the following meanings,to-wit:
"Act"shall have the meaning set forth in the Recitals of this Agreement.
"Agreement"shall mean this agreement together with all exhibits attached hereto.
"Building"shall have the meaning set forth in the Recitals of this Agreement.
"Certificate of Compliance' shall mean a certificate in such form as is reasonably acceptable to the City
executed by the Grant Recipient certifying to the City: (i)that the Grant Recipient has complied with all of
the terms, provisions and guidelines of the Fagade Improvement Program; (ii) that all Grant
Reimbursement Conditions Precedent have been satisfied and are then continuing;and (iii)that no Grant
Recipient Default then exists under the terms of this Agreement and that no event exists which, but for
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notice, the lapse of time, or both, would constitute a Grant Recipient Default under the terms of this
Agreement.
"City"shall mean the City of Round Rock, a Texas home rule municipality.
"City Default"shall have the meaning set forth in Article IX,Section 2 of this Agreement.
"City Council"shall mean the City Council of the City.
"City Manager"shall mean the City Manager of the City.
"Commence the Work"shall mean: (i) that the Grant Recipient has obtained all City approvals, building
permits and sign permits required in connection with the Work; (ii) the Grant Recipient's contractor(s)
have ordered all materials necessary to "Complete the Work" (as hereinafter defined); and (iii)the Grant
Recipient's contractors(s) have commenced construction or performance of the Work.
"Complete the Work"shall mean: (i)that the Work has been substantially completed in accordance with
all plans, approvals, building permits and sign permits issued in connection with the Work: (ii) the Work
complies with the project as described in the Grant Application; (iii)the Work has been inspected by the
Community Development Director and the City's building inspectors; (iv) the Community Development
Director has confirmed in writing that the Work complies with the project as described in the Grant
Application; and (v) the City's building inspectors have confirmed in writing that the Work complies with
all plans, approvals, building permits and sign permits issued in connection with the Work and with all
City building codes,ordinances and regulations.
"FaVade Improvement Program"shall have the meaning set forth in the Recitals of this Agreement.
"Program Boundaries"shall mean only those properties located within the boundaries outlined in red on
the map attached hereto as Exhibit"A"and made a part hereof for all purposes.
"Effective Date"shall mean the date the Grant Recipient and the City execute this Agreement if both the
Grant Recipient and the City execute this Agreement on the same date. If the Grant Recipient and the
City execute this Agreement on different dates,any reference to the"Effective Date"shall mean the later
of the two dates this Agreement is executed by the Grant Recipient and the City.
"Eligible Reimbursements" shall mean costs and expenses incurred in connection with the following
improvements and fees:
Signs (new, repairs, replacement, removal);
Awnings;
Paint;
Removal/replacement of inappropriate or incompatible exterior finishes or materials;
Door/window/trim replacement or repair;
Brick/stone/masonry;
Structural improvements to the fagade;
Exterior lighting detached or attached to the fagade;
Building permit fees, sign permit fees and inspection fees, and
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Architect,engineering and survey fees.
Pavement and Sidewalks
Exterior or patio seating creation
Landscaping
Art
Windows
"Event of Bankruptcy or Insolvency"shall mean the dissolution or termination of the Grant Recipient's
existence as a going business, insolvency,appointment of a receiver for any part of the Grant Recipient's
property and such appointment is not terminated within ninety (90) days after such appointment is
initially made, any general assignment for the benefit of creditors, the voluntary commencement of any
proceeding under any bankruptcy or insolvency laws by the Grant Recipient, or the involuntary
commencement of any proceeding against the Grant Recipient under any bankruptcy or insolvency laws
and such involuntary proceeding is not dismissed within ninety(90) days after the filing thereof.
"FaVade Grant"shall have the meaning set forth in Article VIII, Section 1 of this Agreement.
"Grant Application"shall have the meaning set forth in the Recitals of this Agreement.
"Grant Approval Date" shall mean May 11, 2023.
"Grant Recipient"shall have the meaning set forth in the initial paragraph of this Agreement.
"Grant Recipient Default"shall have the meaning set forth in Article IX,Section 1, of this Agreement.
"Grant Reimbursement Conditions Precedent"shall mean the conditions precedent to the payment of
the Facade Grant more fully set forth in Article VII of this Agreement.
"Indemnitee"shall have the meaning set forth in Article X,Section 1 of this Agreement.
"Maintenance Period"shall mean the period commencing with the date the City's building inspectors
have confirmed in writing that the Work complies with all plans, approvals, building permits and sign
permits issued in connection with the Work and continuing for three (3)years thereafter, or, if the Grant
Recipient is a tenant with a remaining lease term of less than three (3)years, the "Maintenance Period"
shall mean the period commencing with the date the City's building inspectors have confirmed in writing
that the Work complies with all plans, approvals, building permits and sign permits issued in connection
with the Work and continuing thereafter for the remainder of the Grant Recipient'slease term.
"Maximum Grant Amount"shall mean ONE HUNDRED THOUSAND AND NO/100 DOLLARS($100,000.00).
"Maximum Lawful Rate" shall mean the maximum lawful rate of non-usurious interest that may be
contracted for, charged,taken, received or reserved by the City in accordance with the applicable laws of
the State of Texas(or applicable United States federal law to the extent that such law permits the City to
contract for,charge,take, receive or reserve a greater amount of interest than under Texas law).
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Community and Neighborhood Services Director shall men the Community and Neighborhood Services
Director of the City.
"Non-Eligible Reimbursements"shall mean costs and expenses incurred in connection with the following:
Routine maintenance;
Interior improvements;
Heating, air-conditioning, plumbing, electrical;
Equipment;
Legal and all other professional fees except for the professional fees specifically listed in this
Fagade Improvement Program as Eligible Reimbursements;
Financing costs; and
Sums paid to any contractor, laborer or supplier owned directly or indirectly by the Grant Recipient,
building owner, or family member of the Grant Recipient or building owner.
"Parties"'shall mean both the Grant Recipient and the City.
"Party"shall mean either the Grant Recipient or the City.
"Person" or "Persons" shall mean one or more individual(s) or corporation(s), general or limited
partnership(s), limited liability Grant Recipient(s), trust(s), estate(s), unincorporated business(es),
organization(s),association(s) or any other entity(s)of any kind.
"Recitals"shall have the meaning set forth in Article I of this Agreement.
"Reimbursement Request"shall have the meaning set forth in Article VII, Section 1 of this Agreement.
"Secretary of the Interior's Standards for Rehabilitation" shall mean the following guidelines for
rehabilitating properties as established by the United States Secretary of the Interior:
1. A property shall be used for its historic purpose or be placed in a new use that requires minimal
change to the defining characteristics of the building and its site and environment.
2. The historic character of a property shall be retained and preserved. The removal of historic
materials or alteration of features and spaces that characterize a property shall be avoided.
3. Each property shall be recognized as a physical record of its time, place, and use. Changes that
create a false sense of historical development,such as adding conjectural features or architectural
elements from other buildings, shall not be undertaken.
4. Most properties change overtime;those changes that have acquired historic significance in their
own right shall be retained and preserved.
5. Distinctive features, finishes, and construction techniques or examples of craftsmanship that
characterize a historic property shall be preserved.
6. Deteriorated historic features shall be repaired rather than replaced. Where the severity of
deterioration requires replacement of a distinctive feature, the new feature shall match the old
in design, color, texture, and other visual qualities and, where possible, materials. Replacement
of missing features shall be substantiated by documentary, physical,or pictorial evidence.
7. Chemical or physical treatments, such as sandblasting, that cause damage to historic materials
shall not be used.The surface cleaning of structures, if appropriate,shall be undertaken using the
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gentlest means possible.
8. Significant archeological resources affected by a project shall be protected and preserved. If such
resources must be disturbed, mitigation measures shall be undertaken.
9. New additions, exterior alterations, or related new construction shall not destroy historic
materials that characterize the property. The new work shall be differentiated from the old and
shall be compatible with the massing,size,scale, and architectural features to protect the historic
integrity of the property and its environment.
10. New additions and adjacent or related new construction shall be undertaken in such a manner
that if removed in the future, the essential form and integrity of the historic property and its
environment would be unimpaired.
"Term"shall have the meaning set forth in Article IV of this Agreement.
"Undocumented Workers" shall mean: (i) individuals who, at the time of employment with the Grant
Recipient, are not lawfully admitted for permanent residence to the United States or are not authorized
under law to be employed in that manner in the United States;and (ii)such other persons as are included
within the definition of"Undocumented Worker" pursuant to V.T.C.A., Government Code §2264.001(4),
as hereafter amended or replaced,or any other applicable law or regulation.
"Work"shall have the meaning set forth in the Recitals of this Agreement.
"Work Commencement Date"shall mean August 11, 2023, provided, however, if the Grant Recipient is
unable for good cause to Commence the Work within ninety(90) days from the Grant Approval Date and
requests an extension of such date in writing to the Community Development Director prior to the
expiration of such ninety (90) days, the Community Development Director may, in the Community
Development Director's sole discretion, extend the time for the Grant Recipient to Commence the Work
up to a maximum of sixty (60) days if the Community Development Director, in the Community
Development Director's sole discretion, determines that the Grant Recipient's failure to timely
Commence the Work is for good causeand in such event the "Work Commencement Date"shall be the
date as extended in writing by the Community Development Director.
"Work Completion Date" shall mean November 11, 2023, provided, however, if the Grant Recipient is
unable for good cause to Complete the Work within one hundred eighty (180) days from the Grant
Approval Date and requests an extension of such date in writing to the Community Development
Director prior to the expiration of such one hundred eighty (180) days, the Community Development
Director may, in the Community Development Director's sole discretion, extend the time for the Grant
Recipient to Complete the Work up to a maximum of ninety (90) days if the Community Development
Director, in the Community Development Director's sole discretion, determines that the Grant
Recipient's failure to timely Complete the Work is for good cause and in such event the "Work
Completion Date"shall be the date as extended in writing by the Community Development Director.
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ARTICLE III
Authority for Agreement
This Agreement is authorized by Article III,Section 52-a of the Texas Constitution and Chapter 380
of the Texas Local Government Code. The City Council finds and determines that this Agreement will
effectuate the purposes set forth in the Facade Improvement Program and that the Grant Recipient's
performance of its covenants and obligations as set forth herein will promote local economic
development in the City, stimulate business and commercial activity in the City, and benefit the City and
its citizens.
ARTICLE IV
Term
The term of this Agreement shall commence on the Effective Date and shall continue until the
earlier of: (i) four (4) years after the Effective Date; or (ii) the date this Agreement is terminated by the
City or the Grant Recipient pursuant to a right to terminate as expressly provided herein (the "Term").
ARTICLE V
Grant Recipient's Covenant Not to Employ Undocumented Workers
1. Covenant Not to Employ Undocumented Workers. The Grant Recipient hereby certifies that
the Grant Recipient and each branch,division,and department of the Grant Recipient does not employ any
Undocumented Workers and the Grant Recipient hereby covenants and agrees that the Grant Recipient and
each branch,division and department of the Grant Recipient will not knowingly employ any Undocumented
Workers during the Term of this Agreement.
2. Covenant to Notify City of Conviction for Undocumented Workers. The Grant Recipient
further hereby covenants and agrees to provide the City with written notice of any conviction of the Grant
Recipient,or any branch,division or department of the Grant Recipient,of a violation under 8 U.S.C.§1324a
(f)within thirty(30)days from the date of such conviction.
3. Repayment of Facade Grant in Event of Conviction for Employing Undocumented Workers.
If, after receiving any Facade Grant under the terms of this Agreement,the Grant Recipient, or a branch,
division or department of the Grant Recipient, is convicted of a violation under 8 U.S.C.§1324a (f),the Grant
Recipient shall pay to the City,not later than the 120th day after the date the City notifies the Grant Recipient
of the violation,an amount equal to the total Facade Grant previously paid by the City to the Grant Recipient
under the terms of this Agreement plus interest at the rate equal to the lesser of: (i)the Maximum Lawful
Rate;or(ii)five percent(5%) per annum, such interest rate to be calculated on the amount of the Facade
Grant being recaptured from the date the Facade Grant was paid by the City to the Grant Recipient until
the date repaid by the Grant Recipient to the City and such interest rate shall adjust periodically as of the
date of any change in the Maximum Lawful Rate.
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4. Limitations on Facade Grants. The City shall have no obligation to pay the Facade Grant
toGrant Recipient if the Grant Recipient, or any branch, division or department of the Grant Recipient is
convicted of a violation under 8 U.S.C.§1324a(f).
5. Remedies. The City shall have the right to exercise all remedies available by law to collect
any sums due by the Grant Recipient to the City pursuant to this Article V including,without limitation,all
remedies available pursuant to Chapter 2264 of the Texas Government Code.
6. Limitation. The Grant Recipient is not liable for a violation of Article V of this Agreement by
a subsidiary, affiliate,or franchisee of the Grant Recipient,or by a person with whom the Grant Recipient
contracts.
7. Survival. The terms, provisions, covenants, agreements and obligations of the Grant
Recipient and the rights and remedies of the City set forth in Article V of this Agreement shall expressly survive
the expiration or termination of this Agreement.
ARTICLE VI
Grant Recipient's Obligations
In consideration of the City entering into this Agreement providing for a grant to the Grant
Recipient under the terms and conditions set forth herein,the Grant Recipient represents,covenants and
agrees as follows,to-wit:
1. Compliance with Facade Improvement Program. The Grant Recipient shall comply with
all of the terms, conditions and guidelines of the Facade Improvement Program;
2. Match. The Grant Recipient shall match the amount of the Facade Grant dollar for dollar
in cash or cash equivalent and Grant Recipient agrees that such match shall not include any in-kind
donations, "sweat equity" contributions, or costs and expenses incurred or paid in connection with any
Non-Eligible Reimbursements;
3. Permits. The Grant Recipient shall obtain all applicable permits and approvals required by
the City for the Work prior to the commencement of any Work;
4. Commencement of the Work. The Grant Recipient shall Commence the Work on or before
the Work Commencement Date;
5. Completion of the Work. The Grant Recipient shall Complete the Work on or before the
Work Completion Date in a good and workmanlike manner in accordance with all plans approved by the
City and all City building permits and sign permits issued in connection with the Work and in compliance
with all applicable City building codes,ordinances and regulations;
6. Payment for the Work. The Grant Recipient shall pay all architects, engineers,
contractors,suppliers, laborers and all other costs and expenses in connection with the Work in full before
requesting reimbursement from the City;
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7. Inspections. The Grant Recipient shall allow the Downtown Development Manager and
the City's building and code inspectors to access the Building to conduct inspection(s) of the Work;
8. Non-Alteration of the Work. Grant Recipient shall not make any changes in the Work
without the prior written consent of the City;
9. Non-Alteration of Facade, Awning or Sign Improvements. Grant Recipient shall not alter
any fa4ade, sign or awning improvements completed as part of the Work within one (1) year after the
date the City's building and code inspectors have confirmed in writing that the Work complies with all
plans, approvals, building permits and sign permits issued in connection with the Work or, if the Grant
Recipient is a tenant with a remaining lease term of less than one (1) year, during the remainder of the
Grant Recipient's lease term, without the prior written consent of the City;
10. Maintenance of Sign,Awning and Facade Improvements. During the Maintenance Period,
Grant Recipient shall, at Grant Recipient's cost and expense, maintain all sign, awning and facade
improvements completed as part of the Work in the same or better condition existing as of the
commencement of the Maintenance Period;
11. Repair of Partial Damage to Sign, Awning or Facade Improvements. During the
Maintenance Period, the Grant Recipient shall commence the repair of any partial damage to any sign,
awning or facade improvements completed as part of the Work within sixty (60) days after the damage
and complete such repairs within one hundred and twenty(120)days after the damage;
12. Replacement of Sign, Awning or Facade Improvements. During the Maintenance Period,
the Grant Recipient shall commence the replacement of any sign, awning or fa4ade improvements
completed as part of the Work that are totally destroyed within ninety(90)days after the destruction and
shall complete such replacement within one hundred and eighty(180) days after the destruction;
13. Insurance. During the Maintenance Period, Grant Recipient shall maintain casualty
insurance covering the full replacement cost of all signs,awnings and fagade improvements completed as
part of the Work and shall provide insurance certificates evidencing such coverage to the City within thirty
(30)days after request by the City;
14. Compliance with Laws. Grant Recipient shall comply with all applicable federal,state and
local laws pertaining to the use of grant funds;
15. Timely Payment of Fees. The Grant Recipient shall timely pay all building permit fees,sign
permit fees and other development fees in connection with the Work to the City as and when due;
16. Timely Payment of Taxes.The Grant Recipient shall timely pay all ad valorem taxes due and
payable by the Grant Recipient to the City as and when due;
17. Performance of Agreement. The Grant Recipient shall timely keep and perform all terms,
provisions, agreements, covenants, conditions and obligations to be kept or performed by the Grant
Recipient under the terms of this Agreement;
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18. Performance of Other Agreements. The Grant Recipient shall timely keep and perform
all terms, provisions, agreements, covenants, conditions and obligations to be kept or performed by the
Grant Recipient under the terms of all other agreements now or hereafter existing between the Grant
Recipient and the City; and
19. No Goods or Services. The Grant Recipient agrees the performance of any or all
obligations of the Grant Recipient under the terms of this Agreement does not constitute the provision of
goods or services to the City.
ARTICLE VII
Grant Reimbursement Conditions Precedent
The Grant Recipient and the City hereby expressly acknowledge and agree that the City's payment of
the Facade Grant to the Grant Recipient as set forth in Article VIII shall expressly be conditioned upon the
satisfaction of each and every one of the following conditions precedent (collectively the "Grant
Reimbursement Conditions Precedent'j,to-wit:
1. Reimbursement Request. The Grant Recipient shall have submitted to the City's
Community Development Director, within sixty (60) days after the date the City's building inspectors
have confirmed in writing that the Work complies with all plans, approvals, building permits and sign
permits issued in connection with the Work, a written request for reimbursement of the lesser of: (a)
50% of the costs and expenses incurred and paid by the Grant Recipient in connection with Eligible
Reimbursements within the scope of the Work; and (b) the amount of the approved grant (the
"Reimbursement Request'j;
2. Compliance Documentation. The Grant Recipient shall have submitted the following
documentation to the City with the Reimbursement Request:
(i) a Certificate of Compliance dated effective as of the date of the Reimbursement Request
duly executed by the Grant Recipient;
(ii) a detailed description of all completed Work, together with an itemized list of all costs
and expenses incurred and paid by the Grant Recipient in connection with the Work
differentiating between Eligible Reimbursements and Non-Eligible Reimbursements;
(iii) proof of payment by the Grant Recipient of all costs and expenses in connection with the
Work differentiating between Eligible Reimbursements and Non-Eligible Reimbursements
including,without limitation,copies of paid invoices,the front and back of cleared checks,
bank statements and/or paid credit card receipts and a bills' paid affidavit executed by
the Grant Recipient's general contractor;
(iv) "after" photographs of the exterior of the Building showing the Work that has been
completed; and
(v) a completed W-9 and all other forms required by the City's Finance Department for
payment of the Facade Grant;
3. Compliance with Facade Improvement Program. The Grant Recipient shall have
complied with all of the terms, conditions and guidelines of the Facade Improvement Program;
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4. Match.The Grant Recipient shall have matched the amount of the Fagade Grant dollar for
dollar in cash or cash equivalent, provided evidence reasonably satisfactory to the City of such match and
such match shall not include any in-kind donations, "sweat equity' contributions or Non-Eligible
Reimbursements;
5. Payment for the Work. The Grant Recipient shall have paid all architects, engineers,
contractors,suppliers, laborers and all other costs and expenses in connection with the Work in full before
submitting the Reimbursement Request;
6. Compliance with Grant Recipient Obligations. The Grant Recipient shall have timely
complied with all covenants and obligations of the Grant Recipient pursuant to Article VI,Sections 3,4,5,
8, 14, 15 and 16 of this Agreement;
7. Inspections. The Grant Recipient shall have permitted the Community Development
Director and the City's building inspectors to access the Building to conduct inspection(s)of the Work and
(i) the Community Development Director has confirmed in writing that the Work complies with the
project as described in the Grant Application; and (ii) the City's building inspectors have confirmed in
writing that the Work complies with all plans, approvals, building permits and sign permits issued in
connection with the Work and with all City building codes,ordinances and regulations;
8. Non-Alteration of the Work.The Grant Recipient shall not have made any changes in the
Work without the prior written consent of the City;
9. Timely Payment of Fees. The Grant Recipient shall have timely paid all building permit
fees,sign permit fees and other development fees in connection with the Work to the City as and when due;
10. Timely Payment of Taxes,Judgments and Fines. The Grant Recipient shall not owe any debts
to the City that are past due including,without limitation,any past due property taxes,judgments or fines for
code violations;
11. Performance of this Agreement. The Grant Recipient shall have timely kept and
performed all terms, provisions, agreements, covenants, conditions and obligations to be kept or
performed by the Grant Recipient under the terms of this Agreement and no Grant Recipient Default shall
then exist and no event shall exist which, but for notice, the lapse of time, or both, would constitute a
Grant Recipient Default under the terms of this Agreement;
12. Performance of other Agreements. The Grant Recipient shall have timely kept and
performed all terms, provisions, agreements, covenants, conditions and obligations to be kept or
performed by the Grant Recipient under the terms of all other agreement(s) now and hereafter existing
between the Grant Recipient and the City and no default shall then exist under the terms of such
agreement(s) and no event shall exist which, but for notice,the lapse of time, or both,would constitute a
default by the Grant Recipient under the terms of such agreement(s); and
13. No Conviction for Undocumented Workers. As of the date of the Reimbursement
Request, and at all times during the Term of this Agreement prior to the Reimbursement Request, the
Grant Recipient shall not have been convicted by a court of competent jurisdiction of knowingly employing
Undocumented Workers to work for the Grant Recipient at the Building or at any other branch, division
or department of the Grant Recipient.
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ARTICLE VIII
Economic Development Incentive
Facade Grant
1. Facade Grant. In consideration of and subject to the Grant Recipient's compliance with
all of the terms, provisions, covenants, conditions and obligations of this Agreement,the City shall, as an
economic development incentive, provide to the Grant Recipient a fagade grant in the amount equal
to the lesser of (i) fifty percent (50%) of the costs and expenses incurred and paid by the Grant
Recipient in connection with Eligible Reimbursements within the scope of the Work; or (ii) the
Maximum Grant Amount (the "Facade Grant'J.
2. Payment of Facade Grant. Provided all Grant Reimbursement Conditions Precedent
have been satisfied and are then continuing, and subject to the covenants and limitations set forth in
this Agreement, the City will pay the Facade Grant to the Grant Recipient in a single payment
reimbursement within sixty(60)days after the later of the following dates: (i)the date the Grant Recipient
timely submits a Reimbursement Request; and (ii) the date the Grant Recipient has satisfied all Grant
Reimbursement Conditions Precedent.
3. Funds Available for Payment of Facade Grant. The Facade Grant is not secured by a
pledge of ad valorem taxes or financed by the issuance of any bonds or other obligations payable from
ad valorem taxes of the City. The Facade Grant shall be payable only from the General Fund, and shall
be subject to the availability of grant funds and the approval of funds for such purpose in the fiscal year
for which the Facade Grant is approved. This Article VIII, Section 3 shall expressly survive the expiration
or termination of this Agreement.
ARTICLE IX
Defaults
Recapture of Incentives
Remedies
1. Grant Recipient's Default. Grant Recipient shall be in default of this Agreement: (i) upon
the occurrence of an Event of Bankruptcy or Insolvency of the Grant Recipient; (ii) upon any assignment
of this Agreement by the Grant Recipient in violation of Article X,Section 3 of this Agreement;or(iii)upon
the failure of the Grant Recipient to timely keep or perform any term, provision, agreement, covenant,
condition or obligation to be kept or performed by Grant Recipient under the terms of this Agreement
and such failure continues for thirty(30) days after written notice by the City to the Grant Recipient(each
a "Grant Recipient Default'j.
2. City Default. City shall be in default of this Agreement upon the failure of the City to
timely keep or perform any term, provision, agreement, covenant, condition or obligation to be kept or
performed by the City under the terms of this Agreement and such failure continues for thirty (30) days
after written notice by the Grant Recipient to the City(each a "City Default'J.
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3. City Remedy for Grant Recipient's Deviation from the Work. Any deviation from the Work
without the prior written consent of the City may, in the City's sole discretion, result in the forfeiture by
the Grant Recipient of the Facade Grant and in such event the City shall have the right to terminate this
Agreement by written notice to the Grant Recipient and neither Party hereto shall have any further rights
or obligations under this Agreement except for those that expressly survive the termination of this
Agreement.
4. City Remedy for Grant Recipient's Alteration of Facade, Awning or Sign Work. If Grant
Recipient alters any fa4ade, sign or awning improvements completed as part of the Work within one (1)
year after the date the City's building and code inspectors have confirmed in writing that the Work
complies with all plans, approvals, building permits and sign permits issued in connection with the Work
or, if the Grant Recipient is a tenant with a remaining lease term of less than one (1) year, during the
remainder of the Grant Recipient's lease term, without the prior written consent of the City, the Grant
Recipient shall repay to the City all or a portion of the Facade Grant as determined by the City in the City's
sole discretion, within thirty (30) days after written demand by the City. In the event the Grant Recipient
fails to timely pay the sum demanded by the City pursuant to this Article IX,Section 4,the Grant Recipient
shall be in breach of this Agreement and the City shall have the right,without further demand or notice to
the Grant Recipient,to exercise any and/or all rights and/or remedies available to the City pursuant to the
laws of the State of Texas including,without limitation,institution of a suit in a court of competent jurisdiction,
to collect such sum.
5. City Remedy for Grant Recipient's Failure to Maintain, Repair or Replace Improvements.
If Grant Recipient fails to timely comply with the Grant Recipient's covenants to maintain, repair and/or
replace improvements completed as part of the Work as more fully set forth in Article VI, Sections 10, 11
or 12 of this Agreement,the Grant Recipient shall repay to the City all or a portion of the Facade Grant as
determined by the City in the City's sole discretion, within thirty (30) days after written demand by the
City. In the event the Grant Recipient fails to timely pay the sum demanded by the City pursuant to this
Article IX,Section 5,the Grant Recipient shall be in breach of this Agreement and the City shall have the right,
without further demand or notice to the Grant Recipient,to exercise any and/or all rights and/or remedies
available to the City pursuant to the laws of the State of Texas including,without limitation, institution of a
suit in a court of competent jurisdiction,to collect such sum.
6. City's Additional Remedies. In addition to the remedies set forth in Article IX, Sections 3,
4 and 5 above, in the event of a Grant Recipient Default, the City shall have the right to terminate this
Agreement by written notice to the Grant Recipient in which event neither Party hereto shall have any
further rights or obligations hereunder except for those that expressly survive the termination of this
Agreement and the City shall further have the right to exercise any and/or all other rights and remedies
available to the City under this Agreement and/or pursuant to the laws of the State of Texas, provided,
however, the City shall not be entitled to the recovery of attorney's fees [except in the event of the
exercise of the City of the remedies set forth in Chapter 2264 of the Texas Government Code] or
consequential, punitive, exemplary or speculative damages.
7. Grant Recipient Remedy. Upon the occurrence of a City Default,the Grant Recipient shall
have the right to terminate this Agreement by written notice to the City in which event neither Party
hereto shall have any further rights or obligations hereunder except for those that expressly survive the
termination of this Agreement. The City and the Grant Recipient acknowledge and agree that this
Agreement is not a contract for goods or services and the City's immunity from suit is not waived pursuant
13
to Subchapter I of Chapter 271, V.T.C.A., Local Government Code, as amended. Alternatively, if and only
in the event a court of competent jurisdiction determines the City's immunity from suit is waived under
Subchapter I of Chapter 271,V.T.C.A.,Local Government Code,the Parties hereby acknowledge and agree
that in a suit against the City for breach of this Agreement:
(i) the total amount of damages, if any, awarded against the City shall be limited to actual
damages in an amount not to exceed the amount of the Fagade Grant;
(ii) the recovery of damages against the City shall not include consequential, punitive,
exemplary,or speculative damages;
(iii) the Grant Recipient shall not recover attorney's fees;and
(iv) the Grant Recipient shall not be entitled to specific performance or injunctive relief
against the City.
8. Survival. All terms, provisions, agreements, covenants, conditions, obligations, rights,
and remedies of each Party pursuant to this Article IX shall expressly survive the expiration or
termination of this Agreement.
ARTICLE X
Miscellaneous Provisions
1. Indemnity.THE GRANT RECIPIENT HEREBY INDEMNIFIES AND AGREES TO HOLD HARMLESS
THE CITY, THEIR OFFICIALS, OFFICERS, AGENTS AND EMPLOYEES (EACH AN "INDEMNITEE'l FROM AND
AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, CAUSES OF ACTION, LAWSUITS AND LIABILITIES OF
EVERY KIND AND CHARACTER INCLUDING, WITHOUT LIMITATION, COURT COSTS, ATTORNEYS' FEES AND
COSTS OF LITIGATION, FOR PERSONAL INJURY(INCLUDING DEATH)OF ANY PERSON OR FOR DAMAGE TO OR
LOSS OF PROPERTY ARISING OUT OF OR IN CONNECTION WITH ANY ACT OR OMISSION OF THE GRANT
RECIPIENT OR THE GRANT RECIPIENT'S OFFICERS,AGENTS, EMPLOYEES,CONTRACTORS,SUBCONTRACTORS
AND THE CONTRACTORS' AND SUBCONTRACTORS' EMPLOYEES, IN CONNECTION WITH THE DESIGN,
CONSTRUCTION, WORKMANSHIP AND PERFORMANCE OF THE WORK DESCRIBED IN THE GRANT
APPLICATION(EXCEPT WHEN SUCH LIABILITY,CLAIMS,SUITS,COSTS, INJURIES,DEATH OR DAMAGES ARISE
FROM OR ARE ATTRIBUTED TO THE SOLE NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNITEE).
NOTHING CONTAINED IN THIS ARTICLE X,SECTION 1 SHALL CONSTITUTE A WAIVER OF ANY GOVERNMENTAL
IMMUNITY OR DEFENSE AVAILABLE TO ANY INDEMNITEE UNDER TEXAS LAW.This indemnity shall expressly
survive the expiration or termination of this Agreement.
2. Project Promotion. The Grant Recipient hereby authorizes the City to promote the
project described in the Grant Application including, without limitation, displaying a sign at the Building
during and after construction and performance of the Work identifying participation in the Fagade
Improvement Program and using photographs, illustrations and descriptions relating to the project in the
City's printed promotional materials, press releases and websites.
3. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of
the Parties hereto,their respective successors and permitted assigns provided, however, notwithstanding
14
anything contained herein to the contrary, this Agreement and the rights and obligations of the Grant
Recipient hereunder may not be assigned or transferred by the Grant Recipient to any Person without the
prior written consent of the City which may be withheld in the City's sole discretion. In the event the
Grant Recipient is a corporation or limited liability company, the sale, transfer or assignment of a
controlling interest in the shares of the Grant Recipient or the sale,transfer or assignment of a controlling
interest in the membership interests of the Grant Recipient shall constitute an assignment of this
Agreement and the failure of the Grant Recipient to obtain the prior written consent of the City prior to
such sale, transfer or assignment of such shares or membership interests shall be an attempted
assignment of this Agreement in violation of this Agreement and shall constitute a breach of this
Agreement by the Grant Recipient. In the event the Grant Recipient is a partnership,the sale,transfer or
assignment of a controlling interest in the shares of a corporation or the membership interests of a limited
liability company or the partnership interests of a partnership that is the Grant Recipient's general or
managing partner shall constitute an assignment of this Agreement and the failure of the Grant Recipient
to obtain the prior written consent of the City prior to such sale, transfer or assignment of such shares,
membership interests or partnership interests shall be an attempted assignment of this Agreement in
violation of this Agreement and shall constitute a breach of this Agreement by the Grant Recipient.
Furthermore, neither the Grant Recipient nor any approved assignee or their legal representatives or
successors in interest shall, by operation of law or otherwise, assign, mortgage, pledge, encumber or
otherwise transfer this Agreement or any part hereof, or the interest of the Grant Recipient or any
approved assignee under this Agreement, without obtaining the City's prior written consent, which may
be given or withheld in the City's sole discretion. Any consent by the City to any assignment of this
Agreement shall apply only to the specific transaction authorized and shall not constitute a waiver of the
necessity for such consent to any subsequent assignment. Every assignee shall be subject to and bound
by all the provisions,covenants,and conditions of this Agreement and shall be required to obtain the prior
written consent of the City with respect to any future or further assignment. Any attempted assignment
in violation of the terms and provisions of this Agreement shall be void and shall constitute a material
breach of this Agreement by the Grant Recipient and in the event the Grant Recipient attempts to assign
this Agreement in violation of this Article X, Section 3, the City shall have the right to terminate this
Agreement by written notice to the Grant Recipient.
4. Notices. Any notice and/or certificate or statement required or permitted to be given to
any Party under the terms of this Agreement shall be in writing and shall be considered properly given if
sent by United States electronically tracked certified mail, return receipt requested, in a postage paid
envelope addressed to the respective Party at the following addresses or by delivery of the notice in
person to the intended addressee by hand delivery or by a nationally recognized courier service having
the ability to track shipping and delivery of notices including but not limited to services such as Federal
Express or United Parcel Service (UPS). Notices mailed by certified mail as set forth above shall be
effective one (1) business day after deposit in the United States mail. Notices sent by a nationally
recognized courier service as set forth above shall be effective one(1) business day after deposit with the
nationally recognized courier service. Notices given in any other manner shall be effective only if and
when received by the addressee. For purposes of notice, the addresses of the Parties shall be as set forth
below; provided, however, that any Party shall have the right to change such Party's address for notice
purposes by giving the other Party at least thirty(30) days prior written notice of such change of address
in the manner set forth herein:
15
GRANT RECIPIENT: R.C. Center, L.P.
11940 Jolleyville Road
Suite 3005
Austin,TX 78664
Attn: Lily Saad
CITY: City of Round Rock
221 E. Main Street
Round Rock,TX 78664
Attention: Community
and Neighborhood
Services Director
5. Right to Offset. The City shall have the right to offset any amounts due and payable by
the City under this Agreement against any debt (including taxes) lawfully due and owing by the Grant
Recipient to the City regardless of whether the amount due arises pursuant to the terms of this Agreement
or otherwise, and regardless of whether or not the debt has been reduced to judgment by a court.
6. Captions. The descriptive captions of this Agreement are for convenience of reference
only and shall in no way define, describe, limit,expand or affect the scope,terms, conditions,or intent of
this Agreement.
7. Modification. This Agreement may only be revised, modified or amended by a written
document signed by the City and the Grant Recipient. Oral revisions, modifications or amenents are not
permitted.
8. Interpretation. Regardless of the actual drafter of this Agreement, this Agreement shall,
in the event of any dispute over its meaning or application, be interpreted fairly and reasonably, and
neither more strongly for or against any Party.
9. Waivers. All waivers,to be effective, must be in writing and signed by the waiving Party.
No failure by any Party to insist upon the strict or timely performance of any covenant, duty, agreement,
term or condition of this Agreement shall constitute a waiver of any such covenant,duty,agreement,term
or condition. No delay or omission in the exercise of any right or remedy accruing to any Party upon a
Default of this Agreement shall impair such right or remedy or be construed as a waiver of any such breach
or a waiver of any breach theretofore or thereafter occurring.
10. Governing Law; Venue.This Agreement shall be governed by, construed and enforced in
accordance with the laws of the State of Texas(without giving effect to any conflict of law principles that
would result in the application of the laws of any state other than Texas). The Parties agree that venue of
any suit to construe or enforce this Agreement shall lie exclusively in state courts in Williamson County,
Texas.
11. WAIVER OF CONSEQUENTIAL, PUNITIVE OR SPECULATIVE DAMAGES. THE GRANT
RECIPIENT AND THE CITY AGREE THAT, IN CONNECTION WITH ANY ACTION, SUIT OR PROCEEDING
ARISING FROM OR RELATING TO THIS AGREEMENT, EACH PARTY MUTUALLY WAIVES TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW,ANY CLAIM FOR CONSEQUENTIAL,PUNITIVE OR SPECULATIVE
16
DAMAGES.
12. Attorney's Fees. In the event any legal action or process is commenced to enforce or
interpret provisions of this Agreement, the prevailing party in any such legal action shall not be entitled
to recover its necessary and reasonable attorneys'fees and expenses incurred by reason of such action.
13. Severability. The sections,paragraphs,sentences,clauses,and phrases of this Agreement
are severable and, if any phrase, clause, sentence, paragraph, or section of this Agreement should be
declared invalid, illegal or unenforceable by the final judgment or decree of any court of competent
jurisdiction, such invalidity shall not affect the validity or enforceability of any of the remaining phrases,
clauses, sentences, paragraphs, and sections of this Agreement and such remaining provisions shall
remain in full force and effect and shall be construed and enforced as if the invalid provision had never
been included in the Agreement.
14. No Partnership or Joint Venture. Nothing contained in the Grant Application or this
Agreement shall be deemed or construed by the Parties hereto, nor by any third party, as creating the
relationship of partnership or joint enterprise between the Parties. The Grant Recipient is not the agent
or servant of the City. The doctrine of respondent superior shall not apply between the City and the Grant
Applicant, or between the City and any officer, director, member, agent, employee, contractor,
subcontractor, licensee, or invitee of the Grant Recipient.
15. No Acceleration. All amounts due pursuant to this Agreement and any remedies under
this Agreement are not subject to acceleration.
16. No Third-Party Beneficiaries. The Parties to this Agreement do not intend to create any
third-party beneficiaries of the contract rights contained herein. This Agreement shall not create any
rights in any individual or entity that is not a signatory hereto. No Person who is not a party to this
Agreement may bring a cause of action pursuant to this Agreement as a third-party beneficiary.
17. Number and Gender. Whenever used herein, unless the context otherwise provides, the
singular number shall include the plural, the plural the singular, and the use of any gender shall include
all other genders.
18. Counterparts. This Agreement may be executed in any number of original, facsimile or
electronically-scanned counterparts, each of which shall be considered an original and all of which shall
be considered one and the same instrument.
19. Entire Agreement. This Agreement sets forth the entire agreement between the Parties
with respect to the subject matter hereof, and all prior discussions, representations, proposals, offers,
and oral or written communications of any nature are entirely superseded hereby and extinguished by
the execution of this Agreement. There are no oral agreements between the Parties.
20. Authority. The Grant Recipient represents that the Grant Recipient has the full power and
authority to enter into and fulfill the obligations under this Agreement and that the Person signing this
Agreement on behalf of the Grant Recipient has the authority to sign this Agreement on behalf of the
Grant Recipient.
17
21. Usury Savings Clause. The Grant Recipient and City intend to conform strictly to all
applicable usury laws. All agreements of the City and the Grant Recipient are hereby limited by the
provisions of this Article X,Section 21 which shall override and control all such agreements,whether now
existing or hereafter arising and whether written or oral. In no event shall any interest contracted for,
charged, received, paid or collected under the terms of this Agreement exceed the Maximum Lawful Rate
or amount of non-usurious interest that may be contracted for, taken, reserved, charged, or received
under applicable law. If, from any possible development of any document, interest would otherwise be
payable to City in excess of the Maximum Lawful Rate, any such construction shall be subject to the
provisions of this Article X,Section 21 and such document shall be automatically reformed and the interest
payable to the City shall be automatically reduced to the Maximum Lawful Rate, without the necessity of
execution of any amendment or new document. If the City shall ever receive anything of value which is
characterized as interest under applicable law and which would apart from this provision be in excess of
the Maximum Lawful Rate, an amount equal to the amount which would have been excessive interest
shall at the option of the City be refunded to Grant Recipient or applied to the reduction of the principal
amount owing under this Agreement or such document in the inverse order of its maturity and not to the
payment of interest. The right to accelerate any indebtedness does not include the right to accelerate
any interest which has not otherwise accrued on the date of such acceleration, and City does not intend
to charge or receive any unearned interest in the event of acceleration. All interest paid or agreed to be
paid to the City shall, to the extent permitted by applicable law, be amortized, prorated, allocated and
spread throughout the full stated term (including any renewal or extension) of such indebtedness so that
the amount of interest on account of such indebtedness does not exceed the Maximum Lawful Rate.
22. Date for Performance. If the time period by which any act required hereunder must be
performed falls on a Saturday, Sunday, legal or City holiday,then such time period shall be automatically
extended through the close of business on the next regularly scheduled business day.
23. Form 1295 Certificate. The Grant Recipient agrees that if V.T.C.A, Government Code,
§2252.908 applies to the Grant Recipient, the Grant Recipient will go online with the Texas Ethics
Commission to complete a Form 1295 Certificate and will print and execute the completed certificate in
such form as is required by V.T.C.A.,Government Code,Section 2252.908 and the rules of the Texas Ethics
Commission and provide to the City,at the time of delivery of an executed counterpart of this Agreement,
a duly executed and completed Form 1295 Certificate.
24. Anti-Boycott Verification. The Grant Recipient hereby verifies that it and its parent
company, wholly- or majority-owned subsidiaries, and other "affiliates" (as hereinafter defined), if any,
do not boycott Israel and,to the extent this Agreement is a contract for goods or services,will not boycott
Israel during the term of this Agreement. The foregoing verification is made solely to comply with V.T.C.A.,
Government Code, §2270.002, and to the extent such Section does not contravene applicable Federal
law. As used in the foregoing verification, "boycott Israel" means refusing to deal with, terminating
business activities with,or otherwise taking any action that is intended to penalize, inflict economic harm
on,or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel
or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes.
The Grant Recipient understands"affiliate"for purposes of this Article X, Section 24 means an entity that
controls,is controlled by,or is under common control with the Grant Recipient and exists to make a profit.
18
25. Iran, Sudan and Foreign Terrorist Organizations. The Grant Recipient represents that
neither it nor any of its parent company,wholly-or majority-owned subsidiaries,and other"affiliates" (as
hereinafter defined) is a company identified on a list prepared and maintained by the Texas Comptroller
of Public Accounts under V.T.C.A.,Government Code,§2252.153 or§2270.0201,and posted on any of the
following pages of such officer's internet website: https:Hcomptroller.texas.gov/purchasing/docs/sudan-
list.pdf, https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or
https://comptroller.texas.gov/purchasing/docs/fto-list.pdf. The foregoing representation is made solely
to comply with V.T.C.A., Government Code, §2252.152, and to the extent such Section does not
contravene applicable Federal law and excludes the Grant Recipient and each of its parent company,
wholly-or majority-owned subsidiaries,and other affiliates, if any,that the United States government has
affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any
federal sanctions regime relating to a foreign terrorist organization. The Grant Recipient understands
"affiliate" for purposes of this Article X, Section 25 means any entity that controls, is controlled by, or is
under common control with the Grant Recipient and exists to make a profit.
26. Execution of Agreement by Parties. If this Agreement is not executed by both the Grant
Recipient and the City within thirty (30) days after the Grant Approval Date,this Agreement will be null
and void and of no force or effect.
27. Time is of the Essence.THE PARTIES SPECIFICALLY AGREE THAT TIME IS OF THE ESSENCE
OF EACH AND EVERY PROVISION OF THIS AGREEMENT AND EACH PARTY HEREBY WAIVES ANY RULE OF
LAW OR EQUITY WHICH WOULD OTHERWISE GOVERN TIME OF PERFORMANCE.
IN WITNESS WHEREOF,the Parties hereto have executed this Agreement by their duly authorized
agents,officers and/or officials on the dates set forth below.
ATTEST: CITY OF ROUND ROCK,
a Texas me rule municipality
L.V III d P'.
A //--
Name: Meaga7S nks Name 4aig Mo n
Title: City Clerk Title: Mayor
Date: Z Date:
APPROVED AS TO FORM:
ephanie Sandre, City Attorney
19
GRANT RECIPIENT:
R.C. Center L.P.
a Texas limited partnership
By: Rock Creek Plaza, Ltd.
a Texas limited partnership
its General Partner
By:
Name: Heather Fenske
Title: Authorized
/Agent
Date:
20
EXHIBIT "A"
Map Identifying Properties Within Program Guidelines
Currently,the grant program is only available to properties within two areas; North Mays and South
Mays sections as outlined in the exhibits below. North Mays properties eligible are located within the
red boundary markers. South Mays properties eligible are located along South Mays between E. Logan
Street and Hesters Crossing Road and are adjacent to the red boundary markers.
North Mays Program Boundary
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EXHIBIT
ROUND ROCK TEXAS
CITY OF ROUND ROCK
FACADE AND SITE IMPROVEMENT
GRANT PROGRAM
I. DEFINITIONS
City shall mean the City of Round Rock, a Texas home rule municipality.
City Council shall mean the City Council of the City.
Facade Improvement Program shall mean this program established by the City Council to encourage the
rehabilitation, enhancement, restoration, redevelopment and preservation of building facades within
the City of Round Rock.
Facade Improvement Program Grant Agreement shall mean an economic development program
agreement pursuant to Chapter 380 of the Texas Local Government Code outlining the terms and
conditions of a fagade improvement grant approved pursuant to this Facade Improvement Program, such
agreement to be in the form attached hereto as Exhibit "C-1" and made a part hereof for all
purposes.
Community and Neighborhood Services Director shall mean the Community and Neighborhood Services
Director of the City.
Program Boundaries shall mean only those properties located within the boundaries outlined in red on
the map attached hereto as Exhibit"A"and made a part hereof for all purposes.
Eligible Reimbursements shall mean costs and expenses incurred in connection with the following
improvements and fees:
Signs (new, repairs, replacement, removal);
Awnings;
Paint;
Removal/replacement of inappropriate or incompatible exterior finishes or materials;
Door/window/trim replacement or repair;
Brick/stone/masonry;
Structural improvements to the fa4ade;
Exterior lighting detached or attached to the fagade;
Building permit fees, sign permit fees and inspection fees, and
Architect,engineering and survey fees,
Pavement and sidewalks Exterior
or patio seating creation
Landscaping; including dempster screening
Art Windows
Grant Reimbursement Conditions Precedent shall mean the conditions precedent to the payment of any
grant approved pursuant to the Facade Improvement Program as more fully set forth in Article IV,
Section 9 of this Facade Improvement Program.
Maintenance Period shall mean the period commencing with the date the City's building and code
inspectors have confirmed in writing that the Work complies with all plans, approvals, building permits
and sign permits issued in connection with the Work and continuing for three (3) years thereafter, or, if
the applicant is a tenant with a remaining lease term of less than three (3)years,the Maintenance Period
shall mean the period commencing with the date the City's building and code inspectors have confirmedin
writing that the Work complies with all plans, approvals, building permits and sign permits issued in
connection with the Work and continuing thereafter for the remainder of the applicant's lease term.
1
Non-Eligible Reimbursements shall mean costs and expenses incurred in connection with the following:
Routine maintenance;
Interior improvements;
Heating,air-conditioning, plumbing,electrical;Equipment;
Legal and all other professional fees except for the professional fees specifically listed in this
Fagade Improvement Program as Eligible Reimbursements;
Financing costs; and
Sums paid to any contractor, laborer or supplier owned directly or indirectly by the Grant Recipient,
building owner,or family member of the Grant Recipient or building owner.
Reimbursement Request shall mean a written request submitted to the City's Community and
Neighborhood Services Director for reimbursement of a fagade improvement grant approved pursuant to
the Fagade Improvement Program.
Secretary of the Interior's Standards for Rehabilitation shall mean the following guidelines for
rehabilitating historic properties as established by the United States Secretary of the Interior:
1. A property shall be used for its historic purpose or be placed in a new use that requires minimal
change to the defining characteristics of the building and its site and environment.
2. The historic character of a property shall be retained and preserved. The removal of historic
materials or alteration of features and spaces that characterize a property shall be avoided.
3. Each property shall be recognized as a physical record of its time, place, and use. Changes that
create a false sense of historical development, such as adding conjectural features or architectural
elements from other buildings,shall not be undertaken.
4. Most properties change over time; those changes that have acquired historic significance in their
own right shall be retained and preserved.
5. Distinctive features, finishes, and construction techniques or examples of craftsmanship that
characterize a historic property shall be preserved.
6. Deteriorated historic features shall be repaired rather than replaced. Where the severity of
deterioration requires replacement of a distinctive feature, the new feature shall match the old in
design, color, texture, and other visual qualities and, where possible, materials. Replacement of
missing features shall be substantiated by documentary, physical,or pictorial evidence.
7. Chemical or physical treatments, such as sandblasting, that cause damage to historic materials
shall not be used.The surface cleaning of structures, if appropriate, shall be undertaken using the
gentlest means possible.
8. Significant archaeological resources affected by a project shall be protected and preserved. If such
resources must be disturbed,mitigation measures shall be undertaken.
9. New additions,exterior alterations, or related new construction shall not destroy historic materials
that characterize the property. The new work shall be differentiated from the old and shall be
compatible with the massing,size, scale,and architectural features to protect the historic integrity
of the property and its environment.
10. New additions and adjacent or related new construction shall be undertaken in such a manner that
if removed in the future, the essential form and integrity of the historic property and its
environment would be unimpaired.
Work shall mean the repair, removal, replacement, restoration, construction and installation of
improvements to the fagade(s) of building(s) that rehabilitate, enhance, restore and preserve the
fagade(s) of such building(s) consisting of removing slipcovers or non-historic/added facades, repainting
brick or replacing mortar joints, replacing or restoring cornices, restoring (or, in some cases, replacing)
windows,restoring transom windows,or any repair,removal, replacement or restoration workdone to the
2
facade of a building that is in compliance with the Secretary of the Interior's Standards for Rehabilitation,
if applicable, and shall include enhancing building fa�ade(s) by repairing, replacing, removing and installing
signs and awnings [including signboards, projecting signs, pedestrian signage, window signs, hanging
signs and awning/canopy signs] and shall also include exterior lighting that enhances the
rehabilitation work described above.
II. GENERAL PURPOSE
General Purpose: The City has areas designed by the City Council as candidates for redevelopment or
aesthetic enhancement. The rehabilitation, enhancement, restoration, and preservation of building
facades in in these areas will be a catalyst to: (i) attract new customers and businesses; (ii) stimulate
new, private investment and economic development; (iii) positively impact the marketability and
perception of Round Rock; and (iv) promote commercial revitalization of the City. Accordingly,the City
Council is hereby establishing this program (the "Facade Improvement Program") to make grants to
encourage the rehabilitation, enhancement, restoration and preservation of building facades within
the program's boundaries. The Facade Improvement Program will benefit these areas by developing,
expanding and stimulating business and commercial activity. The investment of public resources through
facade improvement grants pursuant to the terms, conditions and guidelines of this Facade
Improvement Program is for a public purpose and will promote local economic development in the
program boundaries, stimulate business and commercial activity there and benefit the City and its
citizens.
III. PRIMARY OBJECTIVE
Primary Objective: The Facade Improvement Program is focused on improving the exteriors of buildings
in program boundaries to make them more economically viable and visually appealing by repairing,
replacing, removing and installing signs and awnings and/or by appropriately renovating thefacades of
buildings.
IV. GRANT TERMS, CONDITIONS AND GUIDELINES
1. Eligibility Requirements
A. Eligible Properties. Only properties located within the boundaries outlined in red on the map
attached hereto as Exhibit"A" and made a part hereof for all purposes are eligible to participatein
the Facade Improvement Program.
B. Eligible Applicants. To be eligible to apply for a grant under the Facade Improvement Program,
an applicant must either be: (i) the owner of a building within the program boundaries where the
Work is to be performed; or (ii) the tenant of a building in the program boundaries where the
Work is to be performed AND the owner of such building must have consented in writing to the
Work.
C. Eligible Projects. Only project(s) consisting of Work that restores, preserves, rehabilitates or
enhances the facade(s) of building(s) in the program boundaries that face public streets
[excluding alleys] are eligible for a grant under the Facade Improvement Program.
D. Eligible Reimbursements. Only Eligible Reimbursements are eligible for reimbursement under the
Facade Improvement Program.
E. Non-Eligible Reimbursements. In-kind donations, "sweat equity" contributions and costs and
expenses incurred in connection with the following are not eligible for reimbursement under the
Facade Improvement Program:
Routine maintenance;
Interior improvements;
Heating, air-conditioning, plumbing, electrical;
3
Equipment;
Legal and all other professional fees except for the professional fees specifically listed in
this Fapade Improvement Program as Eligible Reimbursements;
Financing costs; and
Sums paid to any contractor, laborer or supplier owned directly or indirectly by the
applicant, building owner,or family member of the applicant or building owner.
F. Miscellaneous Eligibility Requirements. In addition to the above requirements, the following
general requirements must be met in order for a project to be eligible for a grant under the
Fapade Improvement Program:
1. The Work must cost at least$5,000;
2. The building and the applicant's occupancy and use of the building where the Work is to be
performed must be in compliance with all applicable City codes and ordinances;
3. No code enforcement actions may be pending against the applicant or the property where the
Work is to be performed;
4. All ad valorem taxes assessed against the property where the Work is to be performed must be
current and shall not be delinquent; and
5. The applicant, and the owner of the building where the Work is to be performed [if the
applicant is not the property owner], must not owe any debts to the City that are past due
including, without limitation, any past due property taxes, judgments or fines for code
violations.
6. Non-conforming items on the applicant's property such as signage may be asked by the City to
be included in the grant application.
2. Maximum Grant. The maximum amount of any grant under the Fapade Improvement Program is
$100,000.
3. Matching Grant. All grants under the Fapade Improvement Program are 50/50 matching grants which
means that the applicant must match dollar for dollar the amount of the grant. By way of example
only, if the Eligible Reimbursements for a project are $30,000, the maximum amount of the grant
would be$15,000, and the remaining$15,000 must be paid by the applicant and would not beeligible
for reimbursement. All of the applicant's match must be for Work in connection with Eligible
Reimbursements within the scope of work proposed in the application. All of the applicant's match
must be monetary. No in-kind match is allowed. No donations, "sweat equity" or costs or expenses
incurred in connection with Non-Eligible Reimbursements including, without limitation, sums paid to
any contractor, laborer or supplier owned directly or indirectly by the applicant, building owner, or
family member of the applicant or building owner,will count towards the applicant's required match.
4. Reimbursement Grant. The Fapade Improvement Program is a reimbursement program. Applicants
must pay all architects, engineers, contractors, suppliers, laborers and all other costs andexpenses in
connection with the Work before receiving any payment from the City.
5. Grant Criteria. The criteria used to review applications for grant funds shall include, but shall not be
limited to,the following:
A. The amount of the grant requested;
B. The availability of grant funds;
C. Other pending grant requests;
D. Compliance of the project described in the application with the terms, conditions and guidelinesof
the Fapade Improvement Program;
E. Compliance of the project described in the application with the Secretary of Interior's Standards
for Rehabilitation, if applicable;
F. The condition of the building where the Work is to be performed;
G. The economic impact the project described in the application is anticipated to have on the
4
revitalization and redevelopment of Round Rock,-
H. Ability of the project described in the application to increase the taxable value of the property
where the Work is to be performed and the values of surrounding properties—preference will be
given to projects that will contribute additional value to the program boundaries,-
1. Need for proposed renovations to the building where the Work is to be performed;
J. Historical accuracy of the proposed renovations;
K. Design quality of the proposed Work;
L. Compatibility of the design of the Work to other buildings in the program boundariesand to
the City's development goals at the time of the application;
M. Proximity of the project described in the application to other development projects (new
construction or renovations);
N. Number of projects the applicant has already successfully completed; and
0. Such other matters as deemed appropriate by the City Council may be considered on a case-by-
case basis.
6. Grant Application Process
A. Designing the Project
1. The applicant shall meet with the City's Community and Neighborhood Services Director to
discuss the applicant's project and obtain technical assistance to determine appropriate
materials and design for the project.
B. Complete,Execute and Submit the Application and Agreement
The applicant must complete and sign an application in the form attached hereto as Exhibit "B"
and an agreement in the form attached hereto as Exhibit "C" and deliver both documents to the
City's Community and Neighborhood Services Director.
C. Documentation to Submit with the Application
1. Grant applications must include a drawing to scale by the project architect, engineer, or
contractor of the proposed Work to be completed in connection with the project;
2. Color samples of all final paint selections and/or final fabric or sign material selections must be
included with the application;
3. Original cost estimate(s) and construction bid(s) dated no earlier than ninety (90) days prior to
the date of the application signed by the project architect, engineer and/or contractor
containing the name, address and telephone number of the project architect, engineer and
contractor shall be submitted with the application, such estimate(s) and bid(s)to be itemizedin
a manner that allows City staff to: (i) review the components and authenticity of the
estimate(s) and bid(s); and (ii) determine which costs and expenses are eligible for
reimbursement under the Facade Improvement Program;
4. The application must include a "before" photograph of the exterior of the building where the
Work is to be performed taken no earlier than thirty (30) days prior to the date of the grant
application;and
5. The applicant shall submit with the application a deed or other proof acceptable to the City of
the applicant's ownership of the building where the Work is to be performed or, if the
applicant is the tenant of the building,the applicant shall submit with the application a copy of
the applicant's lease of the building and a letter executed by the owner of the building
addressed to the applicant and the City authorizing the Work.
D. Grant Application Review Process
1. Only applications and projects that comply with all of the terms, conditions and guidelines of
the Facade Improvement Program will be considered for a grant award;
2. All Facade Improvement Program applications and projects will be reviewed by the
Community and Neighborhood Services Director and City Council based in part on whether the
designcomplies with the grant guidelines;
5
3. An application will not be considered for a grant unless: (i) the applicant, the application and
the project described in the application meet all of the eligibility requirements of the Facade
Improvement Program; (ii) the application is complete; (iii) the application containsall of the
information and attachments required by the Facade Improvement Program; and (iv) the
application is signed by an applicant eligible to participate in the Facade Improvement
Program;
4. An incomplete application will not be processed until all required information and documents
are submitted. An incomplete application will automatically be denied if all information and
documents required by the Facade Improvement Program are not submitted within thirty (30)
days after the application is received by the City's Community and Neighborhood Services
Director;
5. City staff shall review the itemized components of the cost estimate(s) and construction
bid(s);
6. The Community and Neighborhood Services Director shall review each application and
recommend approval or denial of the application to the City Council.
7. Grant applications are considered by the City Council upon receipt of a recommendation
by the Community and Neighborhood Services Director provided, however, the
recommendation of the Community and Neighborhood Services Director is advisory only and
is not binding on the City Council and the City Council may approve or deny the application
regardless of the recommendation by the Community and Neighborhood Services Director.
8. The final decision with respect to the approval or denial of a grant application shall be made
by the City Council. The City Council has the right to approve or deny any grant application in
its sole discretion and may modify or reject any project or elements of any project; and
9. Applicants are required to attend all meetings where the applicant's grant request is being
considered by the City Council.
7. Reimbursement Agreement. If a grant application is approved, as a condition to participation in the
Facade Improvement Program, the applicant must execute and deliver to the City, within thirty (30)
days after applicant's grant application is approved, a Facade Improvement Program Grant
Agreement in the form attached hereto as Exhibit"C-1"outlining the terms, provisions and conditionsof
the grant to the applicant[with blanks completed with the terms of the applicant's approved grant].
8. Construction Requirements for Approved Grants. If a grant application is approved:
A. The applicant shall obtain all applicable City building permits,sign permits,and approvals requiredin
connection with the Work described in the application priorto the commencement of any work;
B. The applicant shall commence the Work described in the application within ninety (90) days from
the date the grant is approved and complete the Work described in the application within one
hundred and eighty (180) days from the date the grant is approved, provided, however, if the
applicant is unable for good cause to commence the Work within ninety (90) days from the date
the grant is approved or complete the Work within one hundred and eighty (180) days from the
date the grant is approved, the applicant may submit a written request for an extension of the
commencement date or completion date to the Community and Neighborhood Services Director
of the City provided the extension request is made prior to the ninety (90) day or one hundred
and eighty (180) day time limits. The Community and Neighborhood Services Director shall not be
obligated to allow extensions but may do so for good cause determined solely by the Community
and Neighborhood Services Director. An extension of the commencement date, if granted, shall
be for no longer than sixty (60) days and shall be subject to the conditions determined exclusively
by the Community and Neighborhood Services Director. An extension of the completion date, if
granted, shall be for no longer than ninety (90) days and shall be subject to the conditions
determined exclusively by the Community and Neighborhood Services Director. The denial by the
Community and Neighborhood Services Director of a request for extension cannot be appealed
6
and shall be final; and
C. All Work proposed by the application must comply with all City building permit requirements, sign
permit requirements and all applicable City building codes, ordinances and regulations when
completed.
9. Process for Reimbursement. The following shall be conditions precedent to the payment of any grant
approved under the Fagade Improvement Program ("Grant Reimbursement Conditions
Precedent"):
A. The applicant shall sign and submit a Reimbursement Request to the City's Community and
Neighborhood Services Director requesting reimbursement of the approved amount of the grant,-
B. The Reimbursement Request shall be submitted within sixty (60) days after the City's building
inspectors have confirmed in writing that the Work complies with all plans, approvals,building
permits and sign permits issued in connection with the Work,-
C. All covenants and conditions to be performed by the applicant under the terms of the Fagade
Improvement Program Grant Agreement between the applicant and the City must be satisfied
before the applicant submits the Reimbursement Request;
D. The Work described in the approved application shall have been completed in a good and
workmanlike manner;
E. The Reimbursement Request shall only request reimbursement of Eligible Reimbursements that
are within the scope of the Work proposed in the approved application and shall not include any
Non-Eligible Reimbursements;
F. The City's Community and Neighborhood Services Director and the City's building inspectors shall
have inspected the Work performed in connection with the approved application and the City's
Community and Neighborhood Services Director shall have confirmed in writing that the
Work complies withthe project as described in the approved application and the City's building
inspectors shall have confirmed in writing that the Work complies with all plans, approvals,
building permits and sign permits issued in connection with the Work and with all City building
codes,ordinances andregulations;
G. At the time of submitting the Reimbursement Request,the applicant shall also submit to the City:
1. A certificate of compliance executed by the applicant certifying that the applicant has
complied with all of the terms and provisions of the Fagade Improvement Program Grant
Agreement and stating that the applicant is not in default under the terms of the Fagade
Improvement Program Grant Agreement and no event exists which, but for notice, the lapseof
time or both,would constitute a default under the terms of the Fagade Improvement Program
Grant Agreement;
2. A detailed description of all Work completed in connection with the approved application,
together with an itemized list of all costs and expenses incurred and paid by the applicant in
connection with such work [such itemized list shall differentiate between Eligible
Reimbursements and Non-Eligible Reimbursements, if any];
3. Proof of payment by the applicant of the Work described in the approved application
[differentiating between Eligible Reimbursements and Non-Eligible Reimbursements, if any]
including, without limitation, copies of paid invoices, the front and back of cleared checks,
bank statements and/or paid credit card receipts and a bills' paid affidavit executed by the
applicant's general contractor;
4. "After" photographs of the building's exterior showing the Work that has been completed in
connection with the approved application; and
5. A completed W-9 and all other forms required by the City's Finance Department for paymentcf
the fagade grant.
10. Payment of Reimbursement Grant. Grants approved under the Fagade Improvement Program will
be paid as a single payment reimbursement within sixty (60) days after the later of the following
7
dates: (i) the date the applicant timely submits a Reimbursement Request; and (ii) the date the
applicant has satisfied all Grant Reimbursement Conditions Precedent.
11. Grant Forfeiture. Any deviation from the Work approved by a grant application without the prior
written consent of the City may, in the City's sole discretion, result in the forfeiture of the grant.
12. Non-Alteration of fagade, awning or sign work. An applicant who alters any facade, sign or awning
improvements completed as part of the Work within one (1) year after the date the City's building
inspectors have confirmed in writing that the Work complies with all plans, approvals, building
permits and sign permits issued in connection with the Work or, if the applicant is a tenant with a
remaining lease term of less than one (1) year, during the remainder of the applicant's lease term,
without the prior written consent of the City, may be required to repay all or a portion of the grantat
the sole discretion of the City within thirty(30) days after written demand by the City.
13. Affirmative Covenant of Maintenance. During the Maintenance Period the applicant shall, at the
applicant's cost and expense,maintain all sign,awning and fagade improvements completed as partof
the Work in the same or better condition existing as of the commencement of the Maintenance
Period. If any such sign, awning or facade improvements are partially damaged within the
Maintenance Period, the applicant shall commence repairing such damage within sixty (60) days
after the damage and shall complete such repairs within one hundred and twenty (120) days after
the damage. If any such sign, awning or fagade improvements are totally destroyed within the
Maintenance Period, the applicant shall commence replacement of such sign, awning or fa4ade
improvements within ninety (90) days after the destruction and shall complete the replacement of
such sign, awning or fagade improvements within one hundred and eighty (180) days after the
destruction. An applicant who fails to comply with such covenants to maintain, repair and replace
the Work may be required to repay all or a portion of the grant at the sole discretion of the City
within thirty(30)days after written demand by the City.
14. Insurance covering Work. Applicants shall maintain casualty insurance covering the fullreplacement
cost of all signs, awnings and fa4ade improvements completed as part of the Work during the
Maintenance Period and will provide insurance certificates evidencing such coverage to the City
within thirty(30)days after written request by the City.
15. Miscellaneous Provisions
A. No grants will be awarded for work that has already commenced or for work that is covered by
insurance.
B. Grant applications must be submitted before submitting requests for building permits or sign
permits.
C. Costs in connection with Work for a project may exceed $100,000, however the maximum grant
for any project shall not exceed $100,000 unless the proposed Work is of strategic significance
and location as determined by the Community and Neighborhood Services Director and City
Manager.
D. A single owner of multiple properties may apply for grant funds for each property owned but
may not receive more than$100,000 per project.
E. Costs and expenses for work not included within the scope of Work described in the approved
application will not be eligible for reimbursement.
F. An applicant who submits an application that was denied a grant by the City shall not be eligibleto
re-submit a grant application for one (1)year from the date the prior application was denied.
G. Recipients of a grant pursuant to the Fa4ade Improvement Program shall comply with all
applicable federal,state and local laws pertaining to the use of grant funds.
H. No grant funds or Fagade Improvement Program Grant Agreement may be assigned or pledged
to any third party without the prior written consent of the City in the City's solediscretion.
I. If an applicant is awarded a grant pursuant to the Fagade Improvement Program, the applicant
8
shall authorize the City to promote the project described in the application including,without
limitation, displaying a sign at the building site during and after construction and
performance of the Work identifying participation in the Facade Improvement Program and
using photographs, illustrations and descriptions relating to the project in the City's printed
promotional materials, press releases, social media and websites.
J. EACH APPLICANT SHALL INDEMNIFY AND HOLD HARMLESS THE CITY, THEIR OFFICIALS,
OFFICERS, AGENTS AND EMPLOYEES (EACH AN "INDEMNITEE") FROM AND AGAINST ANY AND
ALL CLAIMS, DAMAGES, LOSSES, CAUSES OF ACTION, LAWSUITS AND LIABILITIES OF EVERY KIND
AND CHARACTER INCLUDING, WITHOUT LIMITATION, COURT COSTS, ATTORNEYS' FEES AND
COSTS OF LITIGATION, FOR PERSONAL INJURY (INCLUDING DEATH) OF ANY PERSON OR FOR
DAMAGE TO OR LOSS OF PROPERTY ARISING OUT OF OR IN CONNECTION WITH ANY ACT OR
OMISSION OF THE APPLICANT OR THE APPLICANT'S OFFICERS, AGENTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS AND THE CONTRACTORS' AND SUBCONTRACTORS'
EMPLOYEES, IN CONNECTION WITH THE DESIGN, CONSTRUCTION, WORKMANSHIP AND
PERFORMANCE OF THE WORK DESCRIBED IN THE APPLICANT'S APPLICATION (EXCEPT WHEN
SUCH LIABILITY, CLAIMS, SUITS, COSTS, INJURIES, DEATH OR DAMAGES ARISE FROM OR ARE
ATTRIBUTED TO THE SOLE NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNITEE).
NOTHING CONTAINED IN THIS SECTION SHALL CONSTITUTE A WAIVER OF ANY GOVERNMENTAL
IMMUNITY OR DEFENSE AVAILABLE TO ANY INDEMNITEE UNDER TEXAS LAW.
K. Nothing contained in this Facade Improvement Program or in any application or agreement
signed by any applicant participating in the Facade Improvement Program shall be deemed or
construed as creating a partnership or joint enterprise between the City and any applicant. No
applicant shall be an agent or servant of the City. The doctrine of respondent superior shall not
apply between the City and any applicant, or between the City and any officer, director,
member,agent,employee,contractor,subcontractor, licensee,or invitee of any applicant.
L. No grant approved pursuant to the FaSade Improvement Program is subject to acceleration.
M. As a condition to participation in the Facade Improvement Program, each applicant shall agree
that if V.T.C.A, Government Code, §2252.908 applies to the applicant, the applicant will go
online with the Texas Ethics Commission to complete a Form 1295 Certificate and will print and
execute the completed certificate in such form as is required by V.T.C.A., Government Code,
Section 2252.908 and the rules of the Texas Ethics Commission and will provide to the City, at
the time of execution of the Facade Improvement Program Grant Agreement, a duly executed
completed Form 1295 Certificate.
N. As a condition to participation in the Facade Improvement Program, each applicant shall verify
that it and its parent company, wholly-or majority-owned subsidiaries, and other"affiliates" (as
hereinafter defined), if any, do not boycott Israel and, to the extent a Fagade Improvement
Program Grant Agreement entered into between the City and such applicant is a contract for
goods or services, will not boycott Israel during the term of such agreement. The foregoing
verification is made solely to comply with V.T.C.A., Government Code, §2271, and to the extent
such Section does not contravene applicable Federal law. As used in the foregoing verification,
'boycott Israel' means refusing to deal with, terminating business activities with, orotherwise
taking any action that is intended to penalize, inflict economic harm on, or limit commercial
relations specifically with Israel, or with a person or entity doing business in Israel or in an
Israeli-controlled territory, but does not include an action made for ordinary business purposes.
The applicant understands "affiliate" for purposes of this paragraph means an entity that
9
controls, is controlled by, or is under common control with the applicant and exists to make a
profit.
0. As a condition to participation in the Facade Improvement Program, each applicant shall
represent that neither it nor any of its parent company, wholly- or majority-owned subsidiaries,
and other "affiliates" (as hereinafter defined) is a company identified on a list prepared and
maintained by the Texas Comptroller of Public Accounts under V.T.C.A., Government Code
§2252.153 or §2270.0201, and posted on any of the following pages of such officer's internet
website:
https://comptroller.texas.gov/purchasing/dots/sudan-list.pdf,
https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or
https://comptroller.texas.gov/purchasing/docs/fto-list.pdf.
The foregoing representation is made solely to comply with V.T.C.A., Government Code,
§2252.152, and to the extent such Section does not contravene applicable Federal law and
excludes an applicant and each of its parent company, wholly- or majority-owned subsidiaries,
and other affiliates, if any, that the United States government has affirmatively declared to be
excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions
regime relating to a foreign terrorist organization. The applicant understands "affiliate" for
purposes of this paragraph means any entity that controls, is controlled by, or is under common
control with the applicant and exists to make a profit.
P. No applicant has a proprietary right to receive grant funds. Each application will be considered
on a case-by-case basis. The City Council shall have sole discretion in awarding grants. Grants
shall not be secured by a pledge of ad valorem taxes or financed by the issuance of any bonds or
other obligations payable from ad valorem taxes of the City. Grants shall only be payable from
the City under Chapter 380 of the Texas Local Government Code and shall be subject to the
availability of grant funds and the approval of funds for such purpose to be paid in the fiscal
year for which the grant is approved. There is no certainty that grant funds will be
available at any given time.
Q. Grants approved through the Fagade Improvement Program may be treated as income subject
to federal income tax provisions. The City is not liable for any tax implications resultingfrom any
grant award. Applicants should consult a tax advisor for tax liability information.
10
EXHIBIT "A"
Map Identifying Properties Within Program Guidelines
Currently,the grant program is only available to properties within two areas; North Mays and South
Mays sections as outlined in the exhibits below. North Mays properties eligible are located within the
red boundary markers. South Mays properties eligible are located along South Mays between E. Logan
Street and Hesters Crossing Road and are adjacent to the red boundary markers.
North Mays Program Boundary
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15
EXHIBIT "B"
CITY OF ROUND ROCK FACADE IMPROVEMENT PROGRAM
APPLICATION
Please return completed with necessary attachments and signature to the City of Round Rock
Community Development Office at 221 E. Main St. Round Rock, Texas 78664. If you have any
application questions, please contact the City of Round Rock Community and Neighborhood Services
Director at (512) 341-3148. If you have any building permit or sign permit questions, please contact
the City's Planning and Development Services Department at(512)218-5428.
Date:Click or tap here to enter text. 05/03/2023
Applicant Name: Flick or tap here to enter text R.C. Center Limited Partnership
Applicant Mailing Address:Click or tap here to enter text. 11940 Jollyville Rd, Ste 300-S Austin, TX 78759
Applicant Phone: Click or tap here to enter text 512-219-7717
Applicant Email: Click or tap here to enter text. hfenske@danlyproperties.com
Building Owner(if different from Applicant):Oick or tap here to enter text.
Building Owner Mailing Address(if different from Applicant): 'lick or tap here to enter text.
Building Owner Phone(if different from applicant):Click or tap here to enter text.
Building Owner Email (if different from applicant): Click or tap here to enter eext
Address of Property for Proposed Grant:Click or tap here to enter text, 2120 North Mays Street and 2132 North
Mays Street
Historical/Current Building Name:Click or tap here to enter text. Rock Creek Plaza
Project Building Street Address: Click or tap here to enter text. 2120 North Mays Street and 2132 North Mays
Street
Type of Work: �71ic;k or tap here to enter text. Facade& Site Improvement
16
Details of Planned Improvements for Project:
Click or tap here to enter text. Redevelopment of center including tenant restructure, parking lot improvements, facade
updgrades, painting of the building and lighting improvement
List Contractor/Project Architect/Engineer Proposals and Total Amounts(attach bid proposals):
Click or tap here to enter text.
Please see attached
Total cost of proposed project:Click or tap here to enter text. 2,138,400.00
Amount of grant requested:Click or tap here to enter text. 250,000.00
REQUIRED ATTACHMENTS:
■ Drawing to scale by the project architect,engineer,or contractor of all the proposed work
to be done including:
signage/awning/canopy renderings; and
color samples of all final paint selections and/or final fabric or sign material selections;
• A "before" photograph of the facade of the building where the work is to be performed
taken no earlier than thirty(30) days prior to the date of the application;
■ Original cost estimate(s) and construction bid(s) dated no earlier than ninety (90) days
prior to the date of the application signed by the project architect, engineer and/or
contractor containing the name, address and telephone number of the project architect,
engineer and contractor and itemized in a manner that allows City staff to: (i) review the
components and authenticity of the estimate(s)and bid(s); and (ii)determine which costs
and expenses are eligible for reimbursement under the Facade Improvement Program;
■ W-9 and all other forms required by the City's Finance Department for disbursement of
grant funds;
■ Deed or other proof acceptable to the City of the applicant's ownership of the building
where the work is to be performed or,if the applicant is the tenant of the building, attach
copy of applicant's lease of the building and a letter executed by the owner of the building
addressed to the applicant and the City authorizing the work proposed in the application.
17
By signing below,the undersigned applicant acknowledges that the applicant has read and fully
understands the terms, conditions and guidelines of the Facade Improvement Program hereby
certifies that:
1. The applicant is the owner or tenant of a building located in the program boundaries as
defined in the Facade Improvement Program;
2. The applicant,the work described in this application(the"Work"),and the building where
the Work is to be performed, satisfy all of the eligibility requirements and other terms,
conditions and guidelines of the Facade Improvement Program;
3. If the applicant is a tenant,the owner of the building where the Work is to be performed
has consented in writing to the Work;
4. The building where the Work is to be performed faces a public street(excluding alleys);
5. No Work has commenced;
6. The Work is not covered by insurance and the applicant has not and will not receive any
insurance proceeds for any of the Work;
7. The applicant has not obtained a building permit or sign permit for the Work;
8. The applicant has not been denied a grant by the City under the Facade Improvement
Program within the last year;
9. If the applicant owns multiple properties, the applicant has not received more than
$50,000 in grants under the Facade Improvement Program for the property described in
the application unless they have consulted with the Community and Neighborhood
Services Director and received permission to apply for funds exceeding$50,000;
10. The building where the Work is to be performed and the applicant's occupancy and use
of such building is in compliance with all applicable City codes and ordinances;
11. No code enforcement actions are pending against the applicant or the property where
the Work is to be performed;
12. All ad valorem taxes assessed against the property where the Work is to be performed
are current and are not delinquent; and
13. The applicant does not owe any debts to the City that are past due including, without
limitation, any past due property taxes,judgments or fines for code violations.
The undersigned applicant authorizes the City, its officers, agents and employees, to inspect the
building where the Work is to be performed to determine whether such building is in compliance with all
City codes and ordinances.
INCOMPLETE APPLICATIONS WILL NOT BE PROCESSSED UNTIL ALL REQUIRED INFORMATION
AND DOCUMENTS ARE SUBMITTED. IF ALL REQUIRED INFORMATION AND DOCUMENTS ARE NOT
SUBMITTED WITHIN THIRTY (30) DAYS AFTER THE APPLICATION IS RECEIVED, THE APPLICATION WILL
BE AUTOMATICALLY DENIED. ALL APPLICATIONS MUST BE SUBMITTED BEFORE ANY BUILDING PERMITS
OR SIGN PERMITS ARE ISSUED AND BEFORE COMMENCEMENT OF ANY WORK.
18
By signing below, the undersigned applicant represents that the information contained in this
application and all attachments hereto are true and complete and accurately describe the project
proposed by the applicant and the Work to be performed in connection with such project.
[If applicant is an individual]:
Name:
Date
[If applicant is a Corporation]:
a corporation
By
Name:
Title:
Date
19
[if applicant is a Limited Liability Company]:
a limited liability company
By
Name:
Title:
Date
OR[if applicant is a Limited Liability Company
and the Manager is an entity]
a limited liability company
By
a ,
Its
By
Name:
Title:
Date
20
[If applicant is a Partnership]:
R C Center Limited Partnership
a Texas partnership
By
Na Heather Fens e
Title: Authorized Agent
5/3/23
Date
OR[If applicant is a Partnership and
general or managing partner is an Entity]
a _partnership
By
a
Its
By
Name:
Title:
Date
21
EXHIBIT "C"
CITY OF ROUND ROCK FACADE AND SITE IMPROVEMENT
PROGRAM AGREEMENT
Return completed with necessary attachments and signature to City of Round Rock, Texas,
Attention: Community and Neighborhood Services Director,221 E. Main, Round Rock,TX 78664.
By signing below,the undersigned applicant("Applicant") acknowledges that the Applicant has
read and fully understands the terms, conditions and guidelines of the Round Rock Facade
Improvement Program. Without limiting the terms, conditions and guidelines of the Facade
Improvement Program, the Applicant agrees that if Applicant's grant application is approved: (i)
Applicant will comply with all of the terms, conditions and guidelines of the Facade Improvement
Program; and (ii) as a condition to participation in the Facade Improvement Program, Applicant will
execute and deliver to the City, within thirty(30) days after Applicant's grant application is approved,
a Facade Improvement Program Grant Agreement in the form attached hereto as Exhibit "C-1" and
made a part hereof for all purposes outlining the termsand conditions of the grant to the Applicant
[with blanks completed with the terms of the Applicant's approved grant].
Executed this 3rdday of May - 20 23
[if applicant is an individual]:
Name:
Date
[if applicant is a Corporation]:
a corporation
By -- _
Name:
Title:
Date
22
[if applicant is a Limited Liability Company]:
a limited liability company
By
Name:
Title:
Date
OR[if applicant is a Limited Liability Company
and the Manager is an entity]
a limited liability company
By
A
Its
By
Name:
Title:
Date
23
[If applicant is a Partnership]:
R C Center Limited Partnership
a Texas partnership
By
Name: Ulleather Fensk
Title: Authorized Ayent
05/03/2023
Date
OR[If applicant is a Partnership and
general or managing partner is an Entity]
a partnership
By
a
Its
By
Name:
Title:
Date
24
If Applicant is not the owner of the building where the work is to be performed, the following
must be completed]:
The undersigned, as owner of the building where the work is to be performed ("Owner"): (i)
certifies that the Owner does not owe any debts to the City that are past due including, without
limitation, any past due property taxes, judgments or fines for code violations; (ii) authorizes the
Applicant to apply for a grant under the Fa4ade Improvement Program and gives permission for the
Applicant to undertake the project improvements and construct the work described in the Applicant's
grant application;and(iii)authorizes the City,its officers,agents and employees,to inspect the building
where the work is to be performed to determine whether such building is in compliance with all City
codes and ordinances.
[if building owner is an individual]:
Name:
Date
[if building owner is a Corporation]:
a corporation
By
Name:
Title:
Date
25
[if building owner is a Limited Liability Company]:
a limited liability company
By
Name:
Title:
Date
OR[if building owner is a Limited Liability Company
and the Manager is an entity]
a limited liability company
By
a
Its
By
Name:
Title:
Date
26
[if building owner is a Partnership]:
R.C. Center Limited Partnershp
a Texas partnershi
By
Name: they Fenske
Title: Authorized Agent
05/03/2023
Date
OR[if building owner is a Partnership and
general or managing partner is an Entity]
a partnership
By
a ,
Its
By
Name:
Title:
Date
27
Form ■■W- Request for Taxpayer Give Form to the
(Rev,October2018) Identification Number and Certification requester.Do not
Department of the Treasury send to the IRS.
Internal Revenue Service ►Go to www.irs.gov/FormW9 for Instructions and the latest information.
t Name(as shown on your income tax return).Name is required on this line;do not leave this line blank.
RC Center Limited Partnership
2 Business name/disregarded entity name,if different from above
M 3 Check appropriate box for federal tax classification of the person whose name Is entered an line 1.Check only one of the 4 Exemptions(codes apply only to
wfollowing seven boxes certain entities,not individuals;see
a instructions on page 3):
C ❑ Individual/sole proprietor or ❑ C Corporation ❑ S Corporation 0 Partnership ❑ Trust/estate
0
C single-member LLC Exempt payee code(if any)
0.0
�'; ❑ Limited liability company.Enter the tax classification(C=C corporation,S=S corporatlon,P=Partnership)►
p 2 Note,.Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting
LLC if the LLC Is classified as a single-member LLC that Is disregarded from the owner unless the owner of the LLC Is code Of any)
another LLC that Is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a aingle-member LLC that
o. Y is disregarded from the owner should check the appropriate box for the tax classification of Its owner.
❑ Other(see instructions)► rxppr•.r•, —Iff mamub.d-Iva Me u s r
y 5 Address(number,street,and apt.or suite no.)See Instructions. Requester's name and address(optional)
in 11940 Jollyville Rd Ste 300-S
6 City,state,and ZIP code
Austin,Texas 78759
7 List account number(s)here(optional)
Taxpayer Identification Number(TIN)
Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid social security number
backup withholding.For Individuals,this is generally your social security number(SSN).However,fora _m —
resident alienien,,sole
proprietor,or disregarded entity,see the instructions for Part I,later.For other
entities,It is your employer Identification number(EIN).If you do not have a number,see How to get a
TIN,later. or
Note;If the account is in more than one name,see the Instructions for line 1.Also see What Name and I Employer Identification number
Number To Give the Requester for guidelines on whose number to enter.
T74
- 2 6 4 0 7 0 2
Certification
Under penalties of perjury,I certify that:
1.The number shown on this form Is my correct taxpayer Identification number(or I am waiting for a number to be Issued to me);and
2.1 am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue
Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am
no longer subject to backup withholding;and
3.1 am a U.S.citizen or other U.S.person(defined below);and
4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct.
Certification instructions,You must cross out item 2 above If you have been notified by the IRS that you are currently subject to backup withholding because
you have failed to report all Interest anti dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage Interest paid,
acquisition or abandonment of secur7IJ property,cancellation of deb ontribut ion s to a 'adiv' ual retirement arrangement(IRA),and generally,payments
other than interest and dividen y are not required to si n the c ication,but y must pro ide your correct TIN.See the Instructions for Part It,later.
Sign Signature of
Here U.S.person► Date► 1
General Instructi s •Form 1099-DIV(dividends,Including those from stocks or mutual
funds)
Section references are to the Int 1 Revenue Code unless otherwise .Form 1099-MISC(various types of income,prizes,awards,or gross
noted. proceeds)
Future developments.For the latest Information about developments •Form 1099-B(stock or mutual fund sales and certain other
related to Form W-9 and its instructions,such as leglslation enacted transactions by brokers)
after they were published,go to www,irs.gov/FormW9. •Form 1099-S(proceeds from real estate transactions)
Purpose of Form •Form 1099-K(merchant card and third party network transactions)
An Individual or entity(Form W-9 requester)who Is required to file an •Form 1098(home mortgage Interest),1098-E(student loan Interest),
Information return with the IRS must obtain your correct taxpayer 1098-T(tuition)
Identification number(TIN)which may be your social security number •Form 1099-C(canceled debt)
(SSN),individual taxpayer Identification number(ITIN),adoption
taxpayer identification number(ATIN),or employer identification number •Form 1099-A(acquisition or abandonment of secured property)
(EIN),to report on an information return the amount paid to you,or other Use Form W-9 only if you are a U.S.person(including a resident
amount reportable on an information return.Examples of information alien),to provide your correct TIN.
returns include,but are not limited to,the following. If you do not return Form W-9 to the requester with a TIN,you might
•Form 1099-INT(interest earned or paid) be subject to backup withholding.See What is backup withholding,
later.
Cat.No.10231X Form W-9(Rev.10-201B)
LAND STRATEGIES INC
Field Observation Report
PROJECT NAME: Rock Creek Plaza
SUBJECT: Opinion of Probable Cost for the exterior remodel of Rock
Creek Plaza
DATE: April 27, 2023
FROM:
Michael Linehan, AIA
President
Land Strategies, Inc.
TO:
Danly Properties
attn: Heather Fenske
CC:
Adam Lewis
Jonathan Sadd
Danly Properties:
The below table outlines our opinion of probable costs for the exterior remodel of Rock Creek
Plaza with limited site improvements. These opinions of cost are based on material areas and
estimated cost per square foot based on current market conditions and values pulled from similar
projects. This is not to be considered a bid number or contractors estimate for construction including
general conditions and labor.
Summary of Itemized Expenses: ESTIMATED Projected
Electrical $43,200
Exterior Lighting Fixture Addition and Replacement $205,200
New Awning Construction $302,400
New Aluminum (Wood Aesthetic) Soffit Construction $135,000
Masonry(Brick) Cladding $124,200
SER CHAPTER%kr(ARCHITECTURE I LANDSCAPE ARCHITECTURE I PLANNING
SEQ CHAP E '-r 11411 W 5th St.Stnn IM • At'snh; TrxA,;79701 . (Ti 32P,550 • ESF,I slaushn coin
Page 2
Stucco Repair $27,000
New Stucco Siding $48,600
Structural Steel $194,400
New Framing $156,600
Waterproofing / New Parapets $64,800
New Roofing $48,600
New Storefront Glass $129,600
Aluminum Planters $59,400
Planting $21,600
New signage S302,400
Exterior Paint $189,000
Architecture & Engineering $86,400
TOTAL $2,138,400
Sincerely,
Michael Linehan, AIA
President
Land Strategies Inc.
1411 W 5"St.,ste. 100 (512)328-6050 LSI@LSlaustin.com
VOL 2174%1499
SPECIAL WARRANTY DEED
(Rock Creek Plaza Shopping Center)
I
THE STATE OF TEXAS q
COUNTY OF WILLIAMSON S 25329
On September 30, 1988, First Federal savirfgb Viand span
Association of Austin ("First Federal") was the reo�jtd it3-owner
of the Property , ` `p y (as hereinafter defined), On Sa�\ er)30, 1988,
the Federal Home Loan Hank Hoard authorized thp-appbiafmcnt of the
Federal Sevings and Loan Insurance Corps 4ti0-n- FSLIC") as
Receiver for First Federal by adoption of 01 No. 88-1056P,
whereby the FSLIC as Receiver for First FWe�i'aI ecame the owner of
the Property.
The FSLIC as Receiver for,qxi ederal subsequently
transferred all of its right, ti a and, nterest in and to the
Property to Guaranty Federal Savings`nK, GFSH ) pursuant to the
terms and provisions of that � r a cquisition Agreement dated
j September 30, 1988, by and bet-"---- and the FSLIC as Receiver
for First Federal
JEffective March 31992, C)SB changed its name to Guaranty
Federal Bank, F.S.H.
NOW, THEREF60,, Guaranty Federal Bank, F.S.B. ("Grantor"), a
federal savings bank,\1 consideration hereinafter stated paid
and secured to Dq! 1d bir,R.C. Center Limited Partnership, a Texas
limited pa#n@r antee"), has GRANTED, SOLD AND CONVEYED,
and by these p �s.@btp does GRANT, SELL AND CONVEY, unto Grantee the
real prope�ty (OP` perty") described on hxhibit "A" attached hereto
and ¢,a a7rt- reof, together with all improvements thereon.
\'TH11tli�71� To HOLD the Property, together
Y� with the rights and
a �uee§ thereto belonging, unto Grantee and Grantee's
sud6e9Sors and assigns, forever; and Grantor does hereby�) y bind
annta and Grantor's successors and assigns to WARRANT AND
'(0" and
tiie Property unto Grantee and Grantee's successors
assigns, against every person whomsoever lawfully claiming or
�, �\Cto claim the same or any part thereof by, through or under Grantor,
\\`� phut not otherwise.
�\
However, this conveyance is made subject to the liens securing
payment of ad valorem taxes for 1992 and all subsequent years, as
r OFFICIAL RECORDS
WILLIAMSON COUNTY, TEXAS
1;
we
M2114 500
Pao[ i
well as to all of those matters set forth on Exhibit "B" attached
hereto and made a part hereof for all purposes to the extent that ��;/�
they are in effect and apply to the Property (collectively,
"Permitted Exceptional). Grantee by acceptance of delivery of thii'�.
deed assumes and agrees to perform all of Grantor's oblige,"611O
under the Permitted Exceptions and to pay the ad valorem taxeJ
the current and all subs \ �-J equent years.
The consideration for this conveyance is as follos+g:"']► fu 1
valuable cash consideration to Grantor in hand T`paid by� �nntee;,}Ae
receipt of which is hereby acknowledged, and for tETt0\payuent of
which no lien, express or implied, is retained; tad the 40unt of
S867,600.00 paid to Grantor and advanced to Grant �'
bg( iSt state
Bank, Austin, Texas ("Lender"), which funds 4ntqe ON a agreed to
i ! I
repay in accordance with the terms of that Qert�ip prbmissory note
of even date herewith ("Note") in the (iiatea`1 rincipal sum of
\ �
$867,600.00, executed by Grantee znd--.,ayhhle�/to the order of
Lender. The vendor's lien and supsYlor tits'remaining in Grantor,
as vendor (together, "vendor's en"), a e-1retained against the
real property described as Tract 2 on gj it "A" hereto ("Tract 2
Property"), and in considerkt,4 n off\Lender's advance of funds are
hereby assigned and conveyefi -t,,o f,�der for the security of and
until the full and final po' '�S���J 7the Note, whereupon this deed
shall become absoluteo
Payment of the Note a actionally secured by a deed of trust
lien on the Tract 2 Pfd�erty rested in the deed of trust ("Deed of
)
Trust") of eveh?'da a, fiin�riih from Grantee to John F. R. McGill,
Trustee. e,(V n4r'� en and the lien created by the Deed of
( .
Trust shall er`C; al4tive, and acceptance of one shall not
constitute tb*-jW(aiVBr,of the other.
IT I UNDE[t 'OOD AND AGREED THAT GRANTOR HAS NOT MADE ANY
i
WARRANTIES`b&'REPRiSENTATIONS OF ANY RIND OR CHARACTER, EXPRESS OR
IMPLI(SDt(-ih�-RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED
TO;.,WARRII IES OR REPRESENTATIONS AS TO MATTERS OF TITLE (OTHER
THAN-,TtB� WARRANTY OF TITLE SET FORTH HEREIN), ZONING, TAX
lam.
\CONSEQUI:k6ES, PHYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OF
2
V0L21'74PA�E501
ACCESS (SPECIFICALLY MAKING NO WARRANTY OF COMPLIANCE WITH THE
REQUIREMENTS OF THE AMERICANS WITH DISABILITIES ACT *7 1990),
INGRESS OR EGRESS, OPERATING HISTORY OR PROJECTIONS, LII T�OIF;
r^+`+
GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS 0 { A?JY b'1•HER
MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY,, CLUDING,
WITHOUT LIMITAT20N: (i) THE VALUE, CONDITION, // ABILITY,
MARKETABILITY, PROFITABILITY, SUITABILITY OR �I FOR A
PARTICULAR USE OR PURPOSE OF THE PROPERTY,/ ,j \SHE MANNER OR
�l
QUALITY OF THE CONSTRUCTION OR MATERIALS IRIrC0R PQRATEZS INTO ANY OF
THE PROPERTY AND (iii) THE MANNER, QUALITY-6TATE+O1 REPAIR OR LACK
OF REPAIR OF THE PROPERTY. GRANTEE AGREO4 THAT-XTTH RESPECT TO THE
PROPERTY, GRANTEE HAS NOT RELIED U�M,AND\)iil'LL NOT RELY UPON,
EITHER DIRECTLY OR INDIRECTLY, ANY-'R:ZktS RTATION OR WARRANTY OF
i
GRANTOR. GRANTEE REPRESENTS T GRA�M�'EE IS A KNOWLEDGEABLE
PURCHASER OF REAL ESTATE AND THAT�L3RAN'tEE IS RELYING SOLELY ON
II GRANTEE'S OWN EXPERTISE AND THA OF G�NTEE'S CONSULTANTS, AND THAT
GRANTEE HAS CONDUCTED ijM--INSREOT6_1 S AND INVESTIGATIONS OF THE
PROPERTY, INCLUDING iim N LIMITED TO, THE PHYSICAL AND
< ,1
ENVIRONMENTAL CONDIT�ORR ' �HER$b> , AND SHALL RELY UPON SAME, AND
SHALL ASSUME THE RISK THAt-,J
$1SVERSE MATTERS, INCLUDING, BUT NOT
LIMITED TO, ADVER9Y-PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT
HAVE BEEN REVE/ALED"``AY'6FNTEE'S INSPECTIONS AND INVESTIGATIONS.
GRANTEE ACKNOWL$DGES+ AGREES THAT UPON CLOSING, GRANTOR IS
SELLING AND tO >H NGJTO GRANTEE AND GRANTEE IS ACCEPTING THE
PROPERTY • A\8�\\\ "�RE IS,' WITH ALL FAULTS, AND GRANTEE FURTHER
Al E8 AN AGREES THAT THERE ARE NO ORAL AGREEMENTS,
W REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE
P�OH BY`G ANTOR OR ANY THIRD PARTY.
�`Otantee's address. c/o Rock Creek Plaza Corporation
11005 Burnet Road, Suite 100
v Austin, Texas 78758
i
1
1
3
i
vot2174raa=
Executed the #Ih day ol �( , 1992, to be effective.-�
the day of �, 1992.
GUARANTY FEDERAL BANK, F.S.B.'
a federal savings bank
By:
Name:_
Title
AGREED TO AND ACCB
this � day of T L�Y ,?1992.
�J 1
R.C. CENTER LIMITED P HIP,
a Texas limited ere
By: Rock Creep za`6o ration,
a Texas c reti n,
General p taer
By:
Name:
tl f
Ti
THE STATE OF TEXAS
COUNTY OF DALLAS 9 \)
is instrument was acknowl ed belpr�me on the o2S5liday of •
1992, by �•� f
tatt u_ of Guaranty Fedora ��ank, F.S.W., a ern
savings bank, on behalf o!(." savings bank.
Public, State of Texas
"A
n,�
OwNZ,.I - Typed or Printed '
11-06-94 -
Date commission Expires
THE STATE OF
. �
COUNM OF
This ifists4ament wd acknow ed ed before me on th -3� a of
,Jp g y
R of
o-cK Creek Plaza, Corporation, a Texas corporation, general partner
of R. C. Center-Limited Partnership, a Texas limited partnership,
on behalf(qf said'
/-partnership.
IAIV
AR" AMOM Notary Public, State Of Texas
w cap ssa owner D
.•. Wy4,low
Name - Typed or Printed
Date Commission Expires
'Y1�1is1�wysM�121410.1/10614.�t211
4
VOL 2174P.6603
PROPERTY
TRACT 1: Lots One (1), Two (2), Three (3), Four (4), Five. (5 a
Six (6), AMENDED PLAT OF ROCK CREFK PLAZA, SR 1, N ONE,
a subdivision in the City of Round Roc� Williamson
County, Texas, according to the map or1glat thereof
recorded in Cabinet K, Slide 93, Plat Records of
Williamson County, Texas, together with ttie-eaisements and
easement rights as set out in that ce tailf"kestrictive
Covenant and Easement Agreement dated �t��q4iZ6) j1992 and
recorded in Volume 2157, Page 735, Off}C11�1--$ecords of
Williamson County, Texas.
TRACT t: Lots Two (2), Three (3) and Five" AMENDED PLAT OF
ROCK CREEK PLAZA, SECTION ONE, aispbd ii4ion in the City
of Round Rock, Williamson County, exas; According to the
map or plat thereof recorded in Cabinet K, Slide 93, Plat
Records of Williamson County,. T"as, together with the
easements and easement rights"as.got out in that certain
Restrictive Covenant and Easement-]►greement dated June
26, 1992 and recorded in Voluma 215ji, Page 735, Official
Records Of Williamson County,- '
I
(lock cr"k ►laze Stvpplp cMCK
10814.43211
M s kr$\DulAM121 WrA
i O D
V
�I
i
I+II
I
•
0
EXHIBIT "A" - Page 1 of 1
I
i
- -1
";L M'79►AA04
MISITTED ExCBPTTON3 I
1
1. Any and all unrecorded leases, with rights of tenants \
possession. `J
(Affects all lots.) C
2. Restrictions of record in Cabinet K, Slide 93, Plat Records Of�
Williamson County, Texas, and Volume 2157, Page 735, Official,
Records of Williamson County, Texas. �V, 1� 1
3. Basement rights as reserved in Restrictions of record -in I
Volume 2157, Page 735, Official Records of WS11iam�gn County,
Texas. �,
4. Electric transmission and distributing line ea4il in ed
to Texas Power and Light Company of record iii Volume, 233,
Page 446, Official Records'of Williamson Cou�ty;4leyces. !
(Affects Lot 1 and Lot 3 only.) `
5. Electric transmission and distributing line easement granted
to Texas Power and Light Company recorded in- Volume 239, Page
66, Deed Records of Williamson County, Texas, and as shown on
the plat recorded in Cabinet K, Slide�43, Plat Records of
Williamson County, Texas. l 1
(Affects Lot 1 and Lot 4 only.)
6. Electric transmission and/or digEtlbntion fline easement ;
granted to Texas Power and Light C mpany1 ,corded in Volume
427, Page 603, Deed Records of Wil� emsacy ounty, Texas, and (
as shown on the plat recorded-tYf•.CaZZ teji K, Slide 93, Flat 1
Records of Williamson County -Tdx�s�
(Affects Lot 1 only.)
7. Electric and telephone litm easemenf;'granted to Texas Power
and Light Company and Southveeter ,bell Telephone Company, 1 l
recorded in Volume 564, Page 483,.,'Dded Records of Williamson
County, Texas, and ae shown on the plat recorded in Cabinet K,
Slide 93, Plat Recordil- f Williamson County, Texas.
(Affects Lot 1 and Lot C-only.)
8. 7.5' public utility easement, �nted to the City of Round Rock
as recorded in Volume 1155,_, ago 270, Official Records of
Williamson County:, Te;b�l,�located on a northern portion of the
easterly property Ane( �and as shown on the plat recorded in
Cabinet K, Slide 93"#1 tt Records of Williamson County, Texas.
(Affects Lot 6
9. 15' public uAllty cement along the westerly property
line(a), 4{antA�tp_.tha City of Round Rock as recorded in
Volume 11%I,CPago 12-7, Official Records of Williamson County,
Texas, dnd;i�a•-shaw on the plat recorded in Cabinet K, Slide
93, Plat•R,Eords-o7'Will iamaon County, Texas.
(Affe4tige..1,. 21 31 4, and 5 only.) I
10. 10, p Sc utility easement along a portion of the easterly
property-li?fe(s,), as recorded in Cabinet K, Slide 93, Plat
Records of`Williamson County, Texas.
(Aff� is L_dl� 1 and the southern portion of Lot 6 only.)
11. 10' pis lie'`iltility easement along a portion of the southerly
J
fob rt--line(e), as recorded in Cabinet K, Slide 93, Plat
ecordo`of Williamson County, Texas.
kffecft-Lot 1 only.)
\� MMIBIT 181 - Page 1 of 2
f
v0L2174 5Q5
12. 7.5' public utility easement along a portion o;f the northerly
property line(s), as recorded in Cabinet K, S}�lar�Plat
Records of Williamson County, Texas.
(Affects Lot 5 and 6 only.)
13. Public utility easement granted to the City o ll"-,Rock,
recorded in Volume 1207, Page 736, Officip (�Records of
• Williamson County, Texas.
14. Lease Agreement dated June 27, 1986, by and p'if k Creek
Plaza Joint Venture, as Landlord, and Th P ��Corp., as
Tenant, as set out in that certain Memorand bf .ease dated
October 11, 1989, and recorded in Vol a 1,20yi Page 587,
Official Public Records of Williamson. ,�'1'exas. Said
lease having been assigned to Cinemark [) A, A y Assignment
of Lease dated April 30, 1990, recordgd'l� VOa 1930, Page
153, Official Public Records of Will "a
Count , Texas, and
having been confirmed and agreed tp byY L�aWIorals Agreement
effective April 30, 1990, recorded th-Solume 1930, page 175,
i and re-recorded for correctional p(� ses.� Volume 1935, Page
f 414, Official Records of Williamson ty, Texas.
t 15. Memorandum of Lease dated April , 19� effective April 30, '
1990, by and between Rock " Tasa Joint Venture, as
Landlord, and Cinemark US , -InC , as Tenant, recorded in
Volume 1930, Page 203, a s r,-':m orded for correctional
purposes in volume 1935, d442, Official Records of
Williamson County, Texas.,
1q. Deed of Trust dated Ma 23, 19 0, recorded in Volume 1942,
Page 953, Official Re ds �pb�� Williamson County, Texas,
executed by Cinemark US�1, c..'C0 Steve Hughes, Trustee(s), to
secure indebtedness-anc� r rmance in favor Of Bankers Trust
Company and cat0in ot�he -Banks- for whom Bankers Trust
Company acts as CAgent•, %pp 1 as therein provided.
(Affects leaseho dtjnteros only.)
• Said note and lie�-Ae vd(, to Barclays Bank PLC, as Agent for
its own benefit andd� yy�� the ratable benefit of Banks, by
instrument)-dated Octobi* 10, 1991, in Volume 2071, Page 412,
Official R' o s of Williamson County, Texas.
(Affects leas interest only.)
17. Financing on filed October 29, 1991, recorded in
Volume 207 , 91, Official Records of Williamson County,
Texas, a by Cinemark USA, Inc., as debtor(s), to
Barclhil,Ba , as Agent and as set forth on Exhibit w
attached,th�zete, as secured party.
Is. Und#ftrou\electric line traversing a portion of Lot 1, as
shovA on t survey prepared by Alan G. Abbe, R.P.L.S., dated
2.
1�.? lion of various fire hydrants, water valve, valves,
• as i' transformer pads and overhead electric lights, with
purtenant lines thereto, as shown on the survey prepared
,by G. Abbe, R.P.L.S., dated April 6, 1992.
� 4
�Stac co omv-
of Austin
(itle Aaenc 4 Octive
SASS 187301.
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VOL 21 t4f"1506
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C�STATEOFTEXAS QOUNTYOFWIIt.IAIISON '
baeby Certify Ilut this Instrument vas FILED �`v
on Ote date and it the time stamped hereon '
by me,end was duty RECORDED in the Volume ., ter-
' �d Pop of the named RECORDS of Y1illieaison vc
CCU*Tems,IS stamped hereon by me.on �7
AUG 7 1992 /i 4—�
Esc, COUNTY CLERKrl
1111LL iS011 COUIITY•nM,
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