Contract - Transportation and Economic Development Corporation and M4 Greenlawn, LLC - 2/22/2024 AMENDED AND RESTATED
DEVELOPMENT AGREEMENT
This Amended ane tated Development Agreement ("Agreement") is entered into to
be effective as of the dayWof February, 2024 (the "Effective Date"), by and among the City
of Round Rock, Texas (the "City"), a home rule city organized under the laws of the State of
Texas, the Round Rock Transportation and Economic Development Corporation, a "Type B
corporation" created under the authority of Chapter 501, Texas Local Government Code (the
"TED Corn."), and M4 Greenlawn, LLC, a California limited liability company (the
"Developer"). The City, the TED Corp., and the Developer are collectively referred to herein as
the "Parties" to this Agreement.
RECITALS
WHEREAS, the Developer is the owner of 65.492 acres of land (the "Pro a ") located
south of SH 45 and north of Greenlawn Blvd., as described in Exhibit A; and
WHEREAS, the Developer is considering the construction of a master-planned mixed-use
project (the "Project") on the Property; and
WHEREAS, the City, the TED Corp., and the Developer originally entered into that certain
Development Agreement dated effective February 14, 2019 (as amended, the"Original Agreement'),
for that certain Project located on the Property located south of SH 45 and north of Greenlawn Blvd. and
owned by the Developer; and
WHEREAS, on June 10, 2021, the Property was zoned PUD by Ordinance No. 0-2021-159;
and
WHEREAS, the Developer acknowledges that the Project will include at least three million
(3,000,000) square feet of commercial office, hospitality, retail, service, residential, and parking
structure construction(collectively, the "Improvements"); and
WHEREAS, the Developer now intends to spend or cause to be spent at least Five Hundred
Million Dollars ($500,000,000.00) to acquire, design and develop the Project and any other
improvements thereon at full buildout(including all hard and soft costs); and
WHEREAS,the City and/or TED Corp.,as applicable,are willing to reimburse the Developer
up to Twenty-Five Million Dollars($25,000,000.00) for the cost of the Public Improvements(defined
in the Agreement) necessary to promote or develop the Project in the City; and
WHEREAS, the Project is anticipated to add millions of dollars in property tax base,
generate millions of dollars in new sales tax and property tax revenues in the City; and
WHEREAS,the City and TED Corp. desire development such as the Project to be located
in the City; and
WHEREAS, the City has adopted Resolution No. R-2023 (the "Authorizing
Resolution"), authorizing the Mayor to enter into this Agreement on behalf of the City with the
CoRR Amended and Restated Development Agreement;Final;01.30.24 4872-3076-5217 v.l
Developer in recognition of the positive economic benefits to the City through development of the
Project on the Property; and
WHEREAS,the TED Corp. has authorized its President to enter into this Agreement with the
Developer on behalf of TED Corp.in recognition of the positive economic benefits to the City through
development of the Project on the Property; and
WHEREAS,the TED Corp. has found that the Public Improvements are required or suitable
to promote or develop new business enterprises, pursuant to Section 501.103 of the Texas Local
Government Code; and
WHEREAS, the Parties intend for this Agreement to fully amend, restate, and replace the
Original Agreement in its entirety.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I
PURPOSE AND INTERPRETATION
1.01 Objectives.
(a) The Developer has designated the city of Round Rock, Texas and the Property
as a potential location for the Project. The Developer or its affiliates currently owns and
operates other commercial projects in multiple locations in several states. The Developer sees
an opportunity to expand its existing presence in the City, and to play a significant role in the
future development of the City. The City believes that the development of the Project will
attract additional businesses, development, and investment in the City in particular and
Williamson County in general. The City recognizes that development of the Project will likely
serve as an economic stimulus to the area, resulting in significant job growth and increased
tax revenue for the City, the Round Rock ISD, and Williamson County.
(b) The Parties acknowledge that the present infrastructure of streets and utilities in
the vicinity of the Property is insufficient to support the Project. In order to encourage the
Developer to locate the Project on the Property, the Developer has requested that the City
and/or the TED Corp. reimburse the Developer for the cost of the Public Improvements, up
to the Maximum Reimbursement Amount, as described in Section 6.03.
1.02 Concept and Structure. Development of the Property will include the Public
Improvements and the Project, which may occur on one or more separately platted lots or
other legal parcels. The Developer will be responsible for the development and construction
of the Project and Public Improvements. The Public Improvements will be financed and
constructed as set forth in Sections 6.02 and 6.03. The Developer will operate and maintain
the Project.
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1.03 Interpretation. In this Agreement, unless a clear contrary intention appears;
(a) the singular number includes the plural number and vice versa;
(b) reference to any Party includes such Party's successors and assigns but, if
applicable, only if such successors and assigns are permitted by this Agreement, and reference
to aParty in a particular capacity excludes such Party in any other capacity or individually;
(c) reference to any agreement, document or instrument means such agreement,
document or instrument as amended or modified and in effect from time to time in accordance
with the terms thereof,
(d) "hereunder", "hereof', "hereto", and words of similar import shall be deemed
references to this Agreement as a whole and not to any particular article, section or other
provision thereof;
(e) "including" (and with correlative meaning "include") means including without
limiting the generality of any description preceding such term; and
(f) reference to any constitutional, statutory or regulatory provision means such
provision as it exists on the Effective Date and any amendatory provision thereof or
supplemental provision thereto.
1.04 Legal ReFresentation of the Parties. This Agreement was negotiated by the Parties
hereto with the benefit of legal representation and any rules of construction or interpretation
otherwise requiring this Agreement to be construed or interpreted against any Party shall not
apply.
ARTICLE II
DEFINITIONS
2.01 Definitions. All capitalized terms used in this Agreement shall have the meanings
ascribed to them in this Article II, or as otherwise provided herein.
"Agreement"means this Development Agreement by and among the City,the TED Corp.,
and the Developer.
"City" means the City of Round Rock, Texas.
"City Council" means the city council of the City.
"Developer" means M4 Greenlawn, LLC, a California limited liability company.
"Greenlawn Blvd. Improvements" mean the improvements to Greenlawn Blvd. as
described in Exhibit D.
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"Improvements"mean the 3,000,000 square feet of commercial office,hospitality, retail,
service, residential, and parking structure construction.
"Maximum Reimbursement Amount" means Twenty-Five Million Dollars($25,000,000).
"Offsite Wastewater Infrastructure Improvement Fee"means the sum not to exceed Seven
Hundred Twenty-Four Thousand Seven Hundred Forty Dollars ($724,740.00) contributed by the
Developer to the cost of required improvements to the City's offsite public wastewater system.
"Parties" means the City, the TED Corp., and the Developer. "Party" means the City or the
TED Corp. or the Developer.
"Project" means a master-planned mixed-use project as described in Article V. The
Project does not include the Public Improvements or the Greenlawn Blvd. Improvements.
"Property" means the real property described and shown on Exhibit A.
"Public Improvements" means the public improvements described in Exhibit B and
includes any improvement or facility together with its associated public site,right-of-way or easement
necessary to provide transportation, drainage, public utilities, or similar essential public services and
facilities, for which the City will ultimately assume the responsibility for maintenance and operation
or ownership, or both. This term also includes the following: drainage facilities, streets and other
rights-of-way, potable water system, reuse water system, sanitary sewerage system, survey
monuments, illumination including street lights, traffic control signs and traffic signalization, fire
hydrants,sidewalks and curb ramps,street name signs,traffic control signs,street pavement markings,
private access drives, site wayfinding signage and parkland and open space improvements.
"Required Investment Amount" means at least Five Hundred Million Dollars
($500,000,000.00).
"TED Corp." means the Round Rock Transportation and Economic Development
Corporation.
ARTICLE III
ANT OF EASEMENTS
3.01 Public Improvement Easements. The Parties agree that the transportation and utility
facilities currently in existence are not adequate to provide acceptable service to the Property
and the Project. It is therefore understood that the Public Improvements will be necessary to
adequately serve the Property and Project. It is also understood that it may become necessary
or convenient to install and/or construct the Public Improvements on, over, across, and/or
under the Property in a location and design reasonably acceptable to Developer. Upon
completion of the Public Improvements and payment of the Maximum Reimbursement
Amount to Developer from the City, Developer agrees to convey to the City, at no charge, (a)
the land under the applicable roads and sidewalks, the locations of which are further depicted
in Exhibit B attached hereto, that are part of the Public Improvements and (b) all necessary
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easements in the location of the applicable Public Improvements (including the water,
wastewater, and storm sewer utilities and the landscape and irrigation in the medians), in each
case to the extent reasonably required for the City's use and maintenance of the Public
Improvements and Developer shall dedicate such Public Improvements to the City via the plat
for the Property and the City shall accept same upon completion of the applicable Public
Improvements and inspection of same. In addition, in the event Developer requires access to
or the use of adjacent property owned by third parties for the construction, use, or maintenance
of the Public Improvements, the City will cooperate with and assist Developer in either
acquiring easements over such property owned by third parties and in pursuing condemnation
of such third-party property as reasonably necessary to permit the construction, use and
maintenance of the Public Improvements.
ARTICLE IV
[INTENTIONALLY OMITTED]
ARTICLE V
THE PROJECT
5.01 General Description. The Project will be planned, developed and constructed on the
Property by Developer in phases as determined by Developer and otherwise in accordance
with any permits and approvals from any applicable governmental authorities. The Project
will be a master-planned, mixed-use development which will contain a total of at least three
million (3,000,000) square feet of Improvements at such time as the Project is fully
constructed, to be comprised of residential, retail, and office space. In addition, the Project
may include entertainment, recreation, and other uses of the Property permitted by the Project
PUD as may be amended from time to time. The Project will be developed in phases, as
determined by Developer based on market conditions and in Developer's sole and absolute
discretion. Developer may sell or lease portions of the Property to third parties for such third
party to develop or manage such portion of the Project, and such conveyance or lease shall not
be considered an assignment of this Agreement.
5.02 Amount of Investment. The Developer agrees to spend or cause to be spent a
cumulative total of at least the Required Investment Amount in a combination of the following:
(i) the acquisition of the Property; (ii) the design and permitting of the Project; (iii) and the
construction of the Project and any and all other improvements thereon at full buildout
(including all hard and soft costs).The Required Investment Amount does not include any costs
of the Greenlawn Blvd. Improvements or the Maximum Reimbursement Amount.
5.03 Jobs. Developer estimates that the Project, upon full build-out, will result in the
creation of primary and secondary jobs that will total approximately five thousand (5,000).
5.04 Construction Schedule. The Parties agree that it is their intention that, subject to
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adjustments for Events of Force Majeure, (i) the Public Improvements will be substantially
completed no later than the third anniversary of the Effective Date of this Amended and Restated
Development Agreement, (ii) Developer will obtain a temporary certificate of occupancy (or
similar) for shell improvements totaling at least 200,000 gross square feet of Improvements no
later than December 31, 2026, (iii)the Developer will obtain a temporary certificate of occupancy
(or similar) for shell improvements totaling at least 1,000,000 gross square feet of Improvements
no later than December 31, 2029, (iv) the construction of the entire Project totaling at least
3,000,000 gross square feet of Improvements will be completed (as evidenced by temporary
certificates of occupancy(or similar)for the shell improvements)no later than December 31,2039,
and(v)at least 600,000 gross square feet of the 3,000,000 gross square feet of shell Improvements
referred to in(iv) above shall be commercial office and/or retail and completed.
ARTICLE VI
PUBLIC IMPROVEMENTS
6.01 General. It is understood that extension and improvements to the transportation and
utility facilities and the other Public Improvements will be necessary to adequately serve the
Property and Project.
6.02 Public Improvements. The Public Improvements required for the Project are
described in Exhibit B. The Developer shall be responsible for the design and construction of
the Public Improvements. Developer shall design and construct the Public Improvements in
accordance with the ordinances and regulations of the City and the City agrees to utilize its
expedited review process related to the design, permitting, and inspection process for the
Public Improvements. The design of the Public Improvements shall be subject to the approval
of the City in accordance with its standard procedures for the expedited review process,which
approval shall not be unreasonably delayed, conditioned or withheld. The construction of the
Public Improvements shall be subject to the inspection of the City, which inspection and
approval shall not be unreasonably delayed, conditioned or withheld. The City agrees to
expedite all review and approval procedures. The Parties agree to utilize their best efforts to
complete the construction of the Public Improvements in accordance with the Public
Improvement Construction Schedule described in Section 5.04.
6.03 Cost of Public Improvements. Subject to the following, the Developer shall initially
bear the cost of designing and constructing the Public Improvements. Upon completion of any
segment of the Public Improvements categories listed on Exhibit B and final acceptance of
such segment of the Public Improvements category by the City, the City will notify the TED
Corp. of the completion and acceptance of same, and the City and/or TED Corp.,as applicable,
shall reimburse Developer within a commercially reasonable period of time for the value of
such completed segment of the Public Improvements category, as such category value is
described on Exhibit B attached hereto, but not to exceed the Maximum Reimbursement
Amount. The City agrees to expedite all inspection and acceptance procedures for the Public
Improvements. Notwithstanding the foregoing, in the event the Developer does not
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substantially complete pursuant to the terms contained herein:
a. the 200,000 gross square feet of Improvements on or before the second (2,d) anniversary
of the deadline set forth in Section 5.04(ii) above (subject to adjustment for Events of
Force Majeure or as otherwise reasonably agreed in writing by the Parties hereto) (such
date being the "First Hurdle Date"), then the Developer shall refund to the City and/or
TED Corp. as applicable, a proportionate share of the Maximum Reimbursement Amount
previously delivered to Developer (the "First Hurdle Reimbursement Amount'). The
calculation of the First Hurdle Reimbursement Amount is described in Exhibit E attached
hereto;
b. the 1,000,000 gross square feet of Improvements on or before the deadline set forth in
Section 5.04(iii)above(subject to adjustment for Events of Force Majeure or as otherwise
reasonably agreed in writing by the Parties hereto) (such date being the "Second Hurdle
Date"), then the Developer shall refund to the City and/or TED Corp. as applicable, a
proportionate share of the Maximum Reimbursement Amount previously delivered to
Developer(the"Second Hurdle Reimbursement Amount'). The calculation of the Second
Hurdle Reimbursement Amount is described in Exhibit E attached hereto;
c. all of the Improvements on or before the deadline set forth in Section 5.04(iv) above
(subject to adjustment for Events of Force Majeure or as otherwise agreed in writing
by the Parties hereto) (such date being the "Third Hurdle Date"), then the Developer
shall refund to the City and/or TED Corp. as applicable, a proportionate share of the
Maximum Reimbursement Amount previously delivered to Developer (the "Third
Hurdle Reimbursement Amount'). The calculation of the Third Hurdle
Reimbursement Amount is described in Exhibit E attached hereto; or
d. the minimum 600,000 gross square feet of shell commercial office and/or retail set forth
in Section 5.04(v) above by the Third Hurdle Date (subject to adjustment for Events of
Force Majeure or as otherwise agreed in writing by the Parties hereto), Developer shall
refund to the City and/or TED Corp., as applicable, fifty percent (50%) of the Maximum
Reimbursement Amount previously delivered to the Developer.
The First Hurdle Date, the Second Hurdle Date, and the Third Hurdle date are collectively
referred to as the "Hurdle Dates" and each may be individually referred to a "Hurdle Date".
The First Hurdle Reimbursement Amount, the Second Hurdle Reimbursement Amount, and
the Third Hurdle Reimbursement Amount are collectively referred to as the "Hurdle
Reimbursement Amounts" and each may be individually referred to as a "Hurdle
Reimbursement Amount'.
In the event Developer is required to refund any portion of the Maximum Reimbursement
Amount pursuant to Section 6.03(a), Section 6.03(b), Section 6.03(c),or Section 6.03(d) due to
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failure to achieve substantial completion of the required gross square footage for the applicable
Hurdle Date, at such time as Developer achieves 100% of the required gross square footage
required for the applicable Hurdle Date, Developer may submit to the City and/or TED Corp.
as applicable, a Notice that such gross square footage has been constructed by Developer and
request repayment of the amount previously refunded by Developer to the City and/or TED
Corp. as applicable (excluding any Interest Amount paid to the City and/or TED Corp. with
such refunded amount), plus the Interest Amount due to Developer from the City and/or TED
Corp calculated from the date Developer pays any of the Reimbursement Amounts to the City
and/or TED Corp., as applicable, to the date City and/or TED Corp., as applicable, refunds any
amount to Developer as described in this Section. Any such Notice requesting repayment of
the amount previously refunded by Developer pursuant to this paragraph following the Third
Hurdle Date must be submitted on or before the 2nd anniversary of the Third Hurdle Date.
Any amounts refunded by the Developer to the City and/or TED Corp. as applicable pursuant
to this Section 6.03, as well as any amounts recouped by the Developer from the City and/or
TED Corp., as applicable, pursuant to this Section 6.03 shall include an interest payment in
an amount equal to 2.5%per year of the amount being refunded or repaid,non-cumulative and
compounded annually, commencing on the date the Maximum Reimbursement Amount was fully
paid to the Developer by the City and/or TED Corp., as applicable (the "Interest Amount").
Any such amounts due by Developer to City and/or TED Corp. pursuant to this Section shall
be payable within ninety(90)days of Developer's receipt of written Notice from the City and/or
TED Corp., as applicable, which request must be made, if at all, within thirty (30) days
following the applicable Hurdle Date. Any such amounts due by the City and/or TED Corp.,
as applicable, pursuant to this Section shall be payable within ninety (90) days of the City's
and/or TED Corp.'s receipt of written Notice from the Developer evidencing achievement of
100%of the gross square footage requirements for the latest Hurdle Date to have occurred.
6.04 Greenlawn Blvd. Improvements. The City shall be responsible for the design and
construction of improvements to Greenlawn Boulevard (the "Greenlawn Blvd.
Improvements") as further described in Exhibit D. Upon completion of the construction
documents and specifications for the Greenlawn Blvd. Improvements (the "Greenlawn Blvd.
Construction Documents"), City shall select a general contractor using the bidding process
required by law. Within a commercially reasonable period of time after selecting the general
contractor,City shall cause the general contractor to construct the Greenlawn Blvd. Improvements
in accordance with the Greenlawn Blvd. Construction Documents. The City agrees to use its best
efforts to complete the construction of the Greenlawn Blvd. Improvements by the date specified
in the Public Improvement Construction Schedule. The City shall, subject to adjustments for
Events of Force Majeure,complete construction of the Greenlawn Blvd. improvements by the First
Hurdle Date as defined in 6.03a.
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6.05 Sidewalk Use.As part of the Public Improvements,Developer agrees to construct public
sidewalks that are at least five feet (5') wide. If Developer elects to construct sidewalks that
are wider than five feet (5'), then the Developer shall have the right to use that portion of the
sidewalk in excess of five feet (5') wide for any and all uses not in violation of applicable
laws.
6.06 Offsite Public Wastewater Infrastructure Improvements.The Developer shall contribute
to the cost of required improvements to the offsite public wastewater system serving the Property
in an amount not to exceed Eight Hundred Thirteen Thousand, Two Hundred Twenty-Eight
Dollars ($813,228.00) (the "Offsite Wastewater Infrastructure Improvement Fee"). The
Offsite Wastewater Infrastructure Improvement Fee shall be payable by Developer in equal
installments as follows:
11/1/2024: $203,307.00
11/1/2025: $203,307.00
11/1/2026: $203,307.00
11/1/2027: $203,307.00
The Offsite Wastewater Infrastructure Improvement Fee shall be Developer's full and complete
contribution to the offsite public wastewater infrastructure and sufficient to support the Project at
its expected size, capacity and utilization of the offsite public infrastructure.
6.07 No Fee Waiver. Developer acknowledges that City is not waiving any of its development
related fees, including, without limitation, platting fees, building fees, connection fees, and water,
wastewater, and road impact fees.
ARTICLE VII
ADDITIONAL CONSIDERATION
7.01 Greenlawn Right-of-Way. Within sixty (60) days of receipt of written request from
the City (the "Conveyance Date"), Developer agrees to convey to the City, pursuant to the
terms and conditions contained in this section, additional right-of-way along Greenlawn
Boulevard necessary for the future widening and improvement of Greenlawn Boulevard (the
"Greenlawn Right-of- Way").The Greenlawn Right-of-Way shall in no event exceed more than
Twenty-Three Thousand Five Hundred Twenty-Two (23,522) square feet in the aggregate or
ten (10) feet in width in any location from the Property's eastern border as identified on the
ALTA survey prepared by Chaparral Professional Land Surveying, Inc. dated May 24, 2007
attached hereto as Exhibit C. Developer and City shall cooperate in good faith and enter into
an amendment to this Agreement to further define and finalize the location, width, and size
(not to exceed the limits set forth herein) of the Greenlawn Right-of-Way. City shall pay to
developer the fair market value for the Greenlawn Right-of-Way upon the Conveyance Date
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as determined by an appraisal dated within ninety(90) days of the Conveyance Date by a MAI
appraiser mutually agreed upon in writing by Developer and City (the "Fair Market Value").
7.02 Greenlawn Boulevard - General. The Greenlawn Blvd. Improvements shall not be
part of the Public Improvements described herein and the Maximum Reimbursement Amount
shall not apply to such Greenlawn Blvd. Improvements. The design, construction, and
payment for the Greenlawn Blvd. Improvements shall be in accordance with Section 6.04.
ARTICLE VIII
MISCEL.L.ANEOUS
8.01 Mutual Assistance. The City, the TED Corp. and the Developer will do all things
reasonably necessary or appropriate to carry out the terms and provisions of this Agreement,
and to aid and assist each other in carrying out such terms and provisions in order to put each
other in the same economic condition contemplated by this Agreement regardless of any
changes in public policy, the law, or taxes or assessments attributable to the Property.
8.02 Default; Remedies.
(a) No Party shall be in default under this Agreement until Notice of the alleged
failure of such Party to perform has been given(which Notice shall set forth in reasonable detail
the nature of the alleged failure) and until such Party has been given a reasonable time to cure or
to commence efforts to cure the alleged failure, such reasonable time determined based on the
nature of the alleged failure, but in no event less than 30 days or more than 180 days after
written Notice of the alleged failure has been given. In addition, no Party shall be in default
under this Agreement for a non-monetary default if, within the applicable cure period, the
Party to whom the Notice was given, or another Party begins performance and thereafter
diligently and continuously pursues performance until the alleged failure has been cured.
(b) If a Party is in default beyond any applicable notice and cure period, the
aggrieved Party may, at its option and without prejudice to any other right or remedy under
this Agreement, seek any relief available at law or in equity, including, but not limited to,
an action under the Uniform Declaratory Judgement Act, specific performance,
mandamus, and injunctive relief. Notwithstanding the foregoing, however, no default
under this Agreement shall:
(i) entitle the aggrieved Party to terminate this Agreement; or
(ii) adversely affect or impair the current or future obligations of the City
to provide water or sewer service or any other service to the Property or Project; or
(iii) entitle the aggrieved Party to seek or recover consequential monetary
damages of any kind.
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(c) In the event any legal action or proceeding is commenced between the
Parties to enforce provisions of this Agreement and recover damages for breach, the
prevailing party in such legal action shall be entitled to recover its actual reasonable
attorney's fees and expenses incurred by reason of such action, to the extent allowed by
law.
8.03 Undocumented Workers. The Developer certifies that, during the term of this
Agreement, it does not and will not knowingly employ an undocumented worker for the
construction of the Public Improvements in accordance with Chapter 2264 of the Texas
Government Code, as amended. If during the term of this Agreement, the Developer is
convicted of a violation under 8 U.S.C. § 1324a(t), the Developer shall repay the amount
of the public subsidy provided under this Agreement as required by law. Pursuant to
Section 2264.101, Texas Government Code, a business is not liable for a violation of
Chapter 2264 by a subsidiary, affiliate, or franchisee of the business, or by a person with
whom the business contracts.
8.04 Binding Effect. This Agreement shall be binding on and inure to the benefit of the
Parties, their respective successors and assigns.
8.05 Assignment. Except as otherwise provided in this section, the Developer may not
assign all or part of its rights and obligations under this Agreement to a third party without
the express written consent of the City, which consent shall not be unreasonably withheld,
conditioned or delayed.Notwithstanding the foregoing,the Developer may assign(without
the City's consent) all or part of its rights and obligations under this Agreement to an entity
that is controlled by or under common control with the Developer (a "Permitted
Assignee"). Developer shall provide a copy of any such assignment to the City within
fifteen (15) days after the effective date of the assignment. The City may not assign this
Agreement to an unrelated third party but may assignment to a City- created economic
development corporation or other City-created entity and shall provide a copy of the
assignment to the Developer within fifteen (15) days after the effective date of the
assignment to such permitted assignee. Nothing herein shall prevent Developer from
conveying or leasing all or any portion of the Property or Project to a third party(e.g., sale
of office building, ground lease of pad site; leasing of residential units or commercial
space; sale of land to developer of hotels or multifamily, etc.), and no such conveyance or
lease shall be considered an Assignment of this Agreement unless such third party expressly
assumes the rights and obligations of Developer hereunder in accordance with this Section
8.05.
8.06 Amendment. This Agreement may be amended only by the mutual written agreement
of the Parties. As the Parties continue work on the pre-development activities contemplated
herein and prepare the various agreements, plans, applications, and approvals referenced
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herein in connection with the design and construction of the Public Improvements and the
design, development, and financing of the Project, the parties will cooperate in good faith, as
necessary, to finalize such documents, and,if necessary,to amend this Agreement to reflect the
terms of such agreements, plans, applications, and approvals.
8.07 Notice. Any notice and or statement required and permitted to be delivered shall be in
writing and be deemed delivered by actual delivery, by electronic mail, or by depositing the
same in the United States mail, certified with return receipt requested, postage prepaid,
addressed to the appropriate party at the following addresses (each, a "Notice"):
If to City:
City of Round Rock
221 E. Main Street
Round Rock, TX 78664
Attn: City Manager
Phone: (512) 218-5400
Email: citymanager(&roundrocktexas.gov
With a required copy to:
Sheets & Crossfield
309 E. Main Street
Round Rock, TX 78664
Attn: Stephan L. Sheets
Phone: (512) 255-8877
Email: steveAscrrlaw.com
If to the Developer:
M4 Greenlawn, LLC
c/o Mark IV Capital
4450 MacArthur Blvd., Second Floor
Newport Beach, CA 92660
Attn: President of Real Estate
Phone: (949) 509- 1444
Email: jbasie e,markiv.com
With a required copy to:
M4 Greenlawn, LLC
c/o Mark IV Capital
4450 MacArthur Blvd., Second Floor
Newport Beach, CA 92660
Attn: Chief Executive Officer
Phone: (949) 509- 1444
Email: eslavikAmarkiv.com
Either Party may designate a different address at any time upon written Notice to the other
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Parties.
8.08 Interpretation. Each of the Parties has been represented by counsel of their choosing
in the negotiation and preparation of this Agreement. Regardless of which party prepared the
initial draft of this Agreement, this Agreement shall, in the event of any dispute, however its
meaning or application, be interpreted fairly and reasonably and neither more strongly for or
against any Party.
8.09 Applicable Law. This Agreement is made, and shall be construed and interpreted,
under the laws of the State of Texas and venue shall lie in Williamson County, Texas.
8.10 Severability. In the event any provisions of this Agreement are illegal, invalid or
unenforceable under present or future laws, and in that event, it is the intention of the Parties
that the remainder of this Agreement shall not be affected. It is also the intention of the Parties
of this Agreement that in lieu of each clause and provision that is found to be illegal, invalid
or unenforceable, a provision be added to this Agreement which is legal, valid or enforceable
and is as similar in terms as possible to the provision found to be illegal, invalid or
unenforceable.
8.11 Paragraph Headings. The paragraph headings contained in this Agreement are for
convenience only and will in no way enlarge or limit the scope or meaning of the various and
several paragraphs.
8.12 No Third-Party Beneficiaries. This Agreement is not intended to confer any rights,
privileges, or causes of action upon any third party.
8.13 Force Majeure. Except as otherwise provided herein, an equitable adjustment shall
be made for delay or failure in performing if such delay or failure is caused, prevented, or
restricted by conditions beyond that Party's reasonable control (each, an "Event of Force
Majeure"). An Event of Force Majeure for the purposes of this Agreement shall include, but
not be limited to, acts of God, fire; explosion, vandalism; storm or similar occurrences; orders
or acts of military or civil authority; changes in law, rules, or regulations outside the control
of the affected Party;national emergencies or insurrections;riots;acts of terrorism;or supplier
failures, shortages or breach or delay; unusual weather events; a recession; and unusual delays
in obtaining City approvals of plats, permits, or other development approvals required to
construct and operate the Project. For purpose of this Section 8.13, "recession" shall mean a
recession consisting of two(2) consecutive quarters of negative economic growth as measured
by the gross domestic product for the Georgetown-Round Rock TX metropolitan area
according to the U.S. Department of Commerce, Bureau of Economic Analysis. Except as
otherwise expressly provided herein, there shall be an equitable adjustment allowed for
performance under this Agreement as the result of any Event of Force Majeure(it being agreed
that a day-for-day adjustment for each day of an Event of Force Majeure shall be deemed
equitable).
8.14 Exhibits. The following exhibits are attached and incorporated by reference for all
purposes:
13
Exhibit A: Property Description and Depiction
Exhibit B: Public Improvements
Exhibit C: Survey
Exhibit D: Greenlawn Blvd. Improvements
Exhibit E: Calculation of Hurdle Reimbursement Amounts
8.15 No Joint Venture.Itis acknowledged and agreed by the Parties that the terms hereof
are not intended to and shall not be deemed to create any partnership or joint venture among
the Parties. The City, its past, present and future officers, elected officials, employees and
agents of the City, do not assume any responsibilities or liabilities to any third party in
connection with the development of the Project or the design, construction or operation of any
portion of the Project.
8.16 Term. This Agreement shall become enforceable upon its Effective Date and shall
expire upon the earlier of(i) the 90th day following the 26" anniversary of the Effective Date or
(ii) Developer's substantial completion of the Public Improvements and Greenlawn Blvd.
Improvements and the City's acceptance of the same and the substantial completion of the Project
in accordance with Section 5.01 and Section 5.02 on or before the construction deadlines
contemplated by Section 5.04.
8.17 Form 1295. Submitted herewith is a completed Form 1295 in connection with the
Developer's participation in the execution of this Agreement generated by the Texas Ethics
Commission's (the "TEC") electronic filing application in accordance with the provisions of
Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the
"Form 1295"). The City hereby confirms receipt of the Form 1295 from the Developer, and the
City agrees to acknowledge such form with the TEC through its electronic filing application not
later than the 30th day after the receipt of such form. The Developer and the City understand and
agree that, with the exception of information identifying the City and the contract identification
number, neither the City nor its consultants are responsible for the information contained in the
Form 1295; that the information contained in the Form 1295 has been provided solely by the
Developer; and,neither the City nor its consultants have verified such information.
8.18 No-Boycott Israel.Pursuant to Section 2271.002,Texas Government Code,as amended,
the Developer hereby verifies that at the time of execution and delivery of this Agreement,neither
the Developer,nor any parent company,wholly-or majority-owned subsidiaries or affiliates of the
same, if any, boycotts Israel or will boycott Israel during the term of this Agreement. As used in
the foregoing verification, "boycotts Israel" and "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.
8.19 Foreign Business Engagements. The Developer hereby verifies that, neither the
Developer, nor any parent company, wholly- or majority-owned subsidiaries or affiliates of the
same,if any,are companies identified on a list prepared and maintained by the Texas Comptroller
of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and
14
posted on any of the following pages of such officer's internet website:
hi!ps:Hcomptro ller.texas.goy/purchasing/docs/sudanlist.pdf,
htWs://co=troller.texas.gov/purchasing/docs/iran-list.pdf, or
hqps://comptroller.texas.gov/purchasing/docs/ftolist.pdf.
The foregoing verification excludes the Developer and each parent company,wholly-or majority-
owned subsidiaries, and other affiliates of the same, 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.
8.20 Firearm Entity Boycotts. Pursuant to Section 2274.002, Texas Government Code, as
amended,the Developer hereby verifies that it and its parent company,wholly-or majority-owned
subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance or directive that
discriminates against a firearm entity or firearm trade association and will not discriminate during
the term of this Agreement against a firearm entity or firearm trade association. As used in the
foregoing verification, "discriminate against a firearm entity or firearm trade association" (A)
means,with respect to the entity or association,to(i)refuse to engage in the trade of any goods or
services with the entity or association based solely on its status as a firearm entity or firearm trade
association; (ii) refrain from continuing an existing business relationship with the entity or
association based solely on its status as a firearm entity or firearm trade association; or (iii)
terminate an existing business relationship with the entity or association based solely on its status
as a firearm entity or firearm trade association;and(B)does not include: (i)the established policies
of a merchant,retail seller, or platform that restrict or prohibit the listing or selling of ammunition,
firearms, or firearm accessories; and (ii) a company's refusal to engage in the trade of any goods
or services, decision to refrain from continuing an existing business relationship, or decision to
terminate an existing business relationship: (aa)to comply with federal, state,or local law,policy,
or regulations or a directive by a regulatory agency; or(bb) for any traditional business reason that
is specific to the customer or potential customer and not based solely on an entity's or association's
status as a firearm entity or firearm trade association.
8.21 Energy Company Boycotts. Pursuant to Section 2276.002, Texas Government Code, as
amended,the Developer hereby verifies that it and its parent company,wholly-or majority-owned
subsidiaries, and other affiliates, if any, do not boycott energy companies and will not boycott
energy companies during the term of this Agreement. As used in the foregoing verification,
"boycott energy companies" shall mean, without an ordinary business purpose, 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 with a company because the
company (A) engages in the exploration, production, utilization, transportation, sale, or
manufacturing of fossil fuel-based energy and does not commit or pledge to meet environmental
standards beyond applicable federal and state law; or(B) does business with a company described
by(A) above.
8.22 Affiliate and Survival of Verifications.
15
(a) For the purposes of Sections 8.18 - 8.21 above, the Developer understands
"affiliate" to mean any entity that controls, is controlled by, or is under common
control with the Developer within the meaning of SEC Rule 405, 17. C.F.R. §
230.405, and exists to make a profit.
(b) Notwithstanding anything contained herein, the representations and covenants
contained in Sections 8.18 -8.21 above shall survive termination of this Agreement
until the statute of limitations has run.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
16
EXECUTED to be effective as of the Effective Date.
CITY OF ROUND ROCK, TEXAS,
a home rule city and municipal corporation
By:
/*
Craig Morga , ayo
APPROVED as to form:
rStephanie L. Sandre, City Attorney
17
ROUND ROCK TRANSPORTATION
AND ECONOMIC DEVELOPMENT
CORPORATION,
R e Flores, Pres
APPR V D as to form:
Stepha L. Sheets, Corporation Attorney
18
DEVELOPER:
M4 GREENLAWN,LLC
a California limited liability company
By: . 6�4
Name: Justin asie
Title: President of Real Estate
19
EXHIBIT A
PROPERTY DESCRIPTION ,SVD DEPICTION
EXHIBIT"A"
PROPERTY DESCRIPTION
��lProfessional Office:512-443-1724
VVVVVo/ sional Land Surveying,Inc. Fax:512-441.6987
V Surveying and Mapping 2807 Manchaca Road
dy �J Buildinq one
Austin,Texas 78704
65.492 ACRES
TRAVIS AND WILLIAMSON COUNTIES,TEXAS
A DESCRIPTION OF 65.492 ACRES OF LAND (AFPROX. 2,652,622 S.F.) IN THE
MEMUCAN HUNT SURVEY,ABSTRACT NO.2713,AND THE SOCRATES DARLING
SURVEY NO. 102. ABSTRACT NO. 232 IN BOTH TRAVIS AND WILLIAMSON
COUNTIES,TEXAS, BEING A PORTION OF A 120.656 ACRE TRACT DESCRIBED
IN A GENERAL WARRANTY DEED TO DELL COMPUTER HOLDINGS,L.P.,DATED
MAY 14, 1993, AND RECORDED IN BOTH VOLUME 2306, PAGE 863 OF THE
OFFICIAL RECORDS,WILLIAMSON COUNTY,AND VOLUME 11938,PAGE 1764 OF
THE REAL PROPERTY RECORDS OF TRAVIS COUNTY, TEXAS; SAID 65,492
ACRES BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS
FOLLOWS.
BEGINNING at a 1/2'rebar with cap set in the south right-of-way line of Texas State
Highway 45 (right-of-way width varles), and the cast line of Lot 2, Block 1, Socrates
Addition,Phase 2,a subdivision of record In Volume 95,Pago 151 of the Plat Records
of Travis County, and in Document No.9605575 of the Official Records of Williamson
County, Texas, for the soulhwost corner of a 5.990 acre tract described as TxDOT
Parcel 104 Part 1 In Document No. 2002099984 of the Officlal Records of Williamson
County,Texas, from which a TxDOT Type II monument found bears South 76°08'14'
West,a distance of 753.49 feet;
THENCE with the south right-of-way line of State Highway 45 and the south line of
TxDOT Parcel 104 Part 1 and over and across the 120.658 acre tract,the following six
(6)courses:
1. North 76°08'14"East,a distance of 105.32 feet to a 1/2'rebar with cap set;
2. With a curve to the left,having an arc length of 133.61 feet,a radius of 5786.00
feet.and a chord which bears North 75°30'68'East,a distance of 133.61 feet to
a 112"rebar with cap set;
3. North 74°51'06"East,a distance of 280.07 feet to a TxDOT Type Il monument
found;
4. With a curve to the loft,having an arc length of 372.49 feet,a radius of 5788.GO
feet,and a chord which bears North 72°57'45'East,a distance of 372.43 feet to
a TxDOT Type II monument fcund;
5. With a curve to the right,hav'ng an arc length of 365.84 feet,a radius of 5710.00
Page 2
feet,and a chord which bears North 72°65'50"East,a distance of 365.78 feet to
a TxDOT Type II monument found;
6. North 74°54'01"East,a distance of 90.39 feet to a 112"rebar with cap set in the
northerly line of the 120.658 acre tract for an angle point in the south right-of-way
line of State Highway 45 and the southeast corner of TxDOT Parcel 104 Part 1;
THENCE South 15'17'03'East,with the northerly line of the 120.658 acre tract and the
south right-of-way line of State Highway 45, passing at a distance of 0.98 feet a 112"
rebar with aluminum TxDOT cap found for the northwest corner of Lot 2, Block "A",
Amending Plat of Ramtron Subdivision, a subdivision of record in Document No.
199900349 of the Official Public Records,Travis County,and in Cabinet R.Slide 384 of
the Plat Records, Williamson County, Texas, also being an angle point in the south
right-of-way line of State Highway 45,and continuing with the west line of Lot 2 for a
total distance of 288.66 feet to a 1"Iron pipe found for an angle point in the northerly
line of the 120.658 acre tract and the southwest comer of said Lot 2;
THENCE North 74°4447"East,with the northerly line of the 120.658 acre tract and the
south line of Lots 2 and 3,Block'A",of the said Amending plat of Ramtron Subdivision,
a distance of 466.30 feet to a 314'Iron pipe found for an angle point of the 120.658 acre
tract and the southeast corner of said Lot 3,Block"A";
THENCE North 15°17'07"West,with the northerly line of the 120.658 acre tract and the
east line of Lots 3 and 4,Block"A',of the said Amending Plat of Ramtron Subdivision,
passing at a distance of 287.65 feet a 1/2'rebar with aluminum TxDOT cap found for
the northeast comer of said Lot 4, Block'A",and an angle point In the south right-of-
way line of State Highway 45,for a total distance of 288.32 feet to a 112"rebar with cap
set for an angle point in the south right-of-way line of State Highway 45 and the
southwest comer of a 0.081 acre tract described as TxDOT Parcel 104 Part 2 in said
Document No.2002099984;
THENCE North 74'45'33"East,with the south right-of-way line of State Highway 45 and
the south line of TxDOT Parcel 104 Part 2,and over and across the 120.658 acre tract,
a distance of 19.85 feet to a 112" rebar with cap set In the south right-of-way line of
State Highway 45 and the west line of a 3.7603 acre tract described in Volume 13028,
Page 1774 of the Real Property Records of Travis County, and in Document No.
9742150 of the Official Records of Williamson County,Texas,also being the east line of
the 120,658 acre tract,for the southeast corner of TxDOT Parcel 104 Part 2,from which
a TxDOT Type tl monument found bears North 74'45'33'East,a distance of 74.09 feet;
THENCE with the west line of the 3.7603 acre tract and the east line of the 120.658
acre tract,the following two tracts:
1. South 15°20'31'East,a distance of 307.12 feet to a 1/2'rebar found;
Page 3
2. South 62°41'25"East,a distance of 285.73 feet to a 3/4'iron pipe found in the
northwest line of a 43 acre tract described in Document No. 9850638 of the
Official Records of Williamson County, Texas, for the northeast comer of the
120.658 acre tract,also being the south comer of the 3.7603 acre tract;
THENCE South 27°09'09"West, with the east line of the 120.658 acre tract and the
west line of the 43 acre tract,a distance of 392.92 feet to a 112" rebar found in the
northeast right-of-way line of Greenlawn Boulevard (right-of-way width varies), from
which a 1f2'rebar found bears North 59"29'38"East,a chord distance of 28.62 feet;
THENCE with the northeast right-of-way line of Greenlawn Boulevard and over and
across the 120.658 acre tract,the following two(2)courses:
1. With a curve to the left,having an arc length of 485.73 feet,a radius of 897.53
feet,and a chord which bears South 43°19'26"West,a distance of 479.83 feet to
a 1/2"reber with cap set;
2. South 27°48'19"West, a distance of 1519.16 feet to a 112"rebar found in the
northeast line of a 12.742 acre tract described in Volume 12806,Page 274 of the
Real Property Records of Travis County,Texas,for the southeast comer of the
remainder of the 120.658 acre tract,from which a 1/2'iron pipe found in the east
right-of-way line of Greenlawn Boulevard bears South 51°17'54'East,a distance
of 132.03 feet;
THENCE with the south line of the 120.658 acre tract and the northeast line of the
12.742 acre tract and the north line of a 36.611 acre tract described In Volume 12434,
Page 1610 of the Real Property Records of Travis County,Texas,the following two(2)
courses:
1. North 61'20'51'West,a distance of 201.47 feet to a 112"rebar found;
2. South 66°59'38"West,passing at a distance of 226.95 feet a 112'rebar found,a
total distance of 505.07 feet to a 112'rebar found for the southeast comer of Lot
3, Final Plat of Round Rock Gateway Section Three, a subdivision of record In
Document No.200400091 of the Official Public Records of Travis County,Texas;
THENCE North 03'00'02"West,with the east line of said Lot 3 and the remainder of a
12.150 acre tract described in Document No.2003169460 of the Official Public Records
of Travis County, Texas, and over and across the 120.658 acre tract, a distance of
1442.16 feet to a 112'robar found for the northeast comer of the 12.150 acre tract,also
being the southeast corner of said Lot 2,Block 1,Socrates Addition,Phase 2;
THENCE North 15°14'52' West, with the east line of said Lot 2, Block 1, Socrates
Page 4
Addition, Phase 2,and continuing across the 120.658 acro tract,a distance of 476.75
feel to the POINT OF BEGINNING,containing 65.492 acres of land,more or less.
Surveyed on the ground on April 30, 2007. Bearing Basis: Grid Azimuth for Texas
Central Zone, 1983193 HARN values from LCRA control network,Attachments:Survey
Drawing 559-001-BD1. Caps placed on set robars aro plastic, stamped 'Chaparral
4995"
k-1-
Steven D <I
Register d 4so.
nal Land Surveyor
State of ex940
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EXHIBIT B
PUBLIC IMPROVEMENTS
THE DISTRICT- ONSITE INFRASTRUCTURE
Category
Sidewalks&Concrete(curb,gutter, driveways, ADA ramps, pond structures) $ 2,641,632
Roadways(lime stabilization, base, paving, striping, signage, fire access drives) $ 5,324,287
Detention Pond Construction $ 469,395
Street Lighting(poles, conduit, bases) $ 652,894
Wet Utilities(water,wastewater, stormwater) $ 7,054,329
Electric&Telecom Ductbank $ 4,355,000
Gas $ 435,500
Landscape &Irrigation $ 1,218,075
Cost Contingency $ 798,125
Insurance $ 327,032
General Conditions $ 521,974
Contractor Fee $ 454,837
Design $ 746,920
GRAND TOTAL $ 25,000,000
25
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EXHIBIT C
ALTA Survey
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EXHIBIT E
CAL CUL.ATION OF THE HURDLE REIMBURSEMENT AMOUNTS
First Hurdle Reimbursement Amount
The First Hurdle Reimbursement Amount shall be calculated as a proportionate share of seven percent(7%)
of the Maximum Reimbursement Amount previously delivered to Developer,which proportionate share shall
be the percentage of the difference between the 200,000 gross square feet required to be constructed on or
before the First Hurdle Date and the actual gross square feet constructed by Developer on or before the First
Hurdle Date,plus the Interest Amount commencing on the date the Maximum Reimbursement Amount was
fully paid to the Developer by the City and/or TED Corp.,as applicable.
Second Hurdle Reimbursement Amount
The Second Hurdle Reimbursement Amount shall be calculated as a proportionate share of thirty three percent
(33%)of the Maximum Reimbursement Amount previously delivered to Developer,which proportionate share
shall be the percentage of the difference between the 1,000,000 gross square feet required to be constructed on
or before the Second Hurdle Date and the actual gross square feet constructed by Developer on or before the
Second Hurdle Date,plus the Interest Amount commencing on the date the Maximum Reimbursement Amount
was fully paid to the Developer by the City and/or TED Corp.,as applicable.Notwithstanding the foregoing,
the Second Hurdle Reimbursement Amount shall exclude any portion of the First Hurdle Reimbursement
Amount not recouped by Developer,if any,as set forth in Section 6.03 of the Agreement.
Third Hurdle Reimbursement Amount
The Third Hurdle Reimbursement Amount shall be calculated as a proportionate share of the Maximum
Reimbursement Amount previously delivered to Developer,which proportionate share shall be the percentage
of the difference between the 3,000,000 gross square feet required to be constructed on or before the Third
Hurdle Date and the actual gross square feet constructed by Developer on or before the Third Hurdle Date,
plus the Interest Amount commencing on the date the Maximum Reimbursement Amount was fully paid to
the Developer by the City and/or TED Corp.,as applicable.Notwithstanding the foregoing,the Third Hurdle
Reimbursement Amount shall exclude any portion of the First Hurdle Reimbursement Amount and/or Second
Hurdle Reimbursement Amount not recouped by Developer, if any, as set forth in Section 6.03 of the
Agreement.
Example
By way of example only,if the Project contains 180,000 gross square feet as of the First Hurdle Date,950,000
gross square feet as of the Second Hurdle Date,and 2,500,000 gross square feet as of the Third Hurdle Date,
and the City and/or TED Corp.,as applicable,had delivered the entire Maximum Reimbursement Amount to
Developer on June 30, 2026 (prior to the First Hurdle Date), then Developer would be responsible for
refunding:
a. on the First Hurdle Date,the amount of$179,167,calculated as follows:
• (1 — 180,000 gross square feet/200,000 gross square feet)x$1,666,667=$166,667
• Interest Amount=$12,500
• First Hurdle Reimbursement Amount: $166,667+$12,500=$179,167
b. on the Second Hurdle Date,assuming that the amount refunded to the City after the First Hurdle Date
has not been recouped by Developer prior to the Second Hurdle Date, the amount of $300,000,
calculated as follows:
• (1 - 950,000 gross square feet/1,000,000 gross square feet) x $8,333,000 - $179,167 =
$237,500.
• Interest Amount=$62,500
• Second Hurdle Reimbursement Amount: $237,500+$62,500=$300,000
29
c. on the Third Hurdle Date, assuming that the amount refunded to the City after the First Hurdle Date
and Second Hurdle Date have not been recouped by Developer prior to the Third Hurdle Date, and
assuming that the 600,000 gross square feet of commercial office and/or retail has been completed,
the amount of$5,354,167,calculated as follows:
• (1 — 2,500,000 gross square feet/3,000,000 gross square feet) x $25,000,000 - $179,167 —
$300,000=$3,687,500.
• Interest Amount=$1,666,667
• Third Hurdle Reimbursement Amount: $3,687,500+$1,666,667=$5,354,167
d. on the Third Hurdle Date, assuming that the amount refunded to the City after the First Hurdle Date
and Second Hurdle Date have not been recouped by Developer prior to the Third Hurdle Date, and
assuming that Developer has delivered 3,000,000 gross square feet but the minimum 600,000 gross
square feet of commercial office and/or retail has not been completed, the amount of$12,500,000,
calculated as follows:
• $25,000,000 x 50%=$12,500,000
30