Contract - RRTX Lake Creek Hotel, LP - 3/13/2025 ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
This Economic Development Program Agreement ("Agreement") is entered into this 13'9
day of March, 2025,by and between the City of Round Rock, Texas, a Texas home rule municipal
corporation ("City"), and RRTX Lake Creek Hotel, L.P., a Texas limited partnership ("LCH' .
WHEREAS, the City has adopted Resolution No. R -2t)2L-071 , attached as
Exhibit A ("Program Resolution"), establishing an economic development program and
Resolution No. `R-1,bZ5 -075 , attached hereto as Exhibit B (the "Authorizing
Resolution"), authorizing the Mayor to enter into this Agreement with LCH in recognition of the
positive economic benefits to the City through LCH's expansion of its existing upscale boutique
hotel through the new development on approximately 1.028 acreas adjacent to its existing hotel
facilities, as more particularly described on the attached Exhibit C ("Property") as an events
center, the (the "Project" or the "Event Center'l, as described in the attached Exhibit D, (the
Program Resolution and the Authorizing Resolution being collectively referred to herein as the
"City Resolutions"); and
WHEREAS, the purpose of this Agreement is to promote tourism and the convention and
hotel industry as contemplated by Chapter 351 of the Texas Tax Code, and to promote economic
development as contemplated by Chapter 380 of the Texas Local Government Code whereby LCH
intends to develop and operate the Project in conformance with the City's development approvals
for the Project, and;
WHEREAS, LCH intends to invest approximately 52.65 million in improvements to real
property in the City; and
WHEREAS,the City agrees to provide Economic Incentive Payments (as defined below)
to defray a portion of the Project's costs; and
WHEREAS, the City agrees to provide funding through an Economic Development Loan
(as defined below) to LCH for Project costs;
NOW THEREFORE, in consideration of the mutual benefits and promises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the City and LCH agree as follows:
1. Authority. The City's execution of this Agreement is authorized by Chapter 380
of the Texas Local Government Code and the City Resolutions and constitutes a valid and binding
obligation of the City in the event LCH proceeds with the development of the Project. The City
acknowledges that LCH is acting in reliance upon the City's performance of its obligations under
this Agreement in making its decision to commit substantial resources and money to develop the
Project.
Economic Development Program Agreement-
4935-3688-5534
2-o2-5-o7,5
2. Definitions.
2.1 "Economic Incentive Payment(s)"("E1Ps") means all of the payments required to
be paid by the City to LCH under the Program and this Agreement, as well as the amount of any
development application fees waived.
2.2 "Economic Development Loan" ("Loan") means the loan of funds by the City to
LCH to offset a portion of the cost to acquire and develop the Property. A copy of the Loan is
attached hereto as Exhibit E, accompanied by a Deed of Trust, attached hereto as Exhibit F.
2.3 "Effective Date" is the date this Agreement is executed to be effective by the City
and LCH.
2.4 "Full Time Equivalent Employee"("FTE') means a combination of employees,
each of whom individually is not a full-time employee because they are not employed on average
at least 35 hours per week, but who, in combination, are counted as the equivalent of a full-time
employee. FTE's shall include original hires or their replacements over time.
2.5 "HOT Tax"means the City's Hotel Occupancy Tax imposed by the City pursuant
to Chapter 351 of the Texas Tax Code.
2.6 "Hotel"means the existing upscale boutique hotel at 400 Fannin Avenue.
2.7 "Program" means the economic development program established by the City
pursuant to Chapter 380 of the Texas Local Government Code and under the City Resolution to
promote local economic development and stimulate business and commercial activity within the
City.
2.8 "Project" or "Event Center" means LCH's planned development of the Property
which shall consist of the purchase of the Property and redevelopment of the existing structure for
the operation of a Events Center for the Hotel.
2.9 "Property"means approximately 1.028 acres of land more particularly described in
Exhibit C.
2.10 "Recapture Liability"means the total amount of all EIP's that are paid as a result
of this Agreement that are subject to recapture by the City from LCH in the event of a LCH default.
3. Term. This Agreement shall become enforceable upon its Effective Date. This
Agreement shall terminate on the 31" day of December 2029. Regardless of the foregoing, some
EIPs may become due and payable after the term of the Agreement.
4. Rights and Obligations of LCH. In consideration of the City's compliance with
this Agreement, LCH agrees as follows:
4.1 Compliance with Development Regulations and Other Ordinances. LCH shall
comply with the City's development approval processes and shall develop the Project on the
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Property in compliance with City ordinances, City-approved PUD zoning ordinance,
City-approved development regulations, and other City development requirements.
4.2 Improvements and Additions to Real and Personal Property. LCH agrees to
spend a cumulative total of at least $2,650,000.00 in improvements to the Property no later than
December 31, 2027.
4.3 Provision of Jobs. LCH agrees to employ in the Hotel/Event Center at least 25
full-time employees and/or FTE's and to retain said employees and/or FTE's (or their
replacements) for the full term of this Agreement.
4.4 Job Compliance Affidavit. LCH agrees to provide to the City a Job Compliance
Affidavit for each calendar year during the term of this Agreement. A copy of the Job Compliance
Affidavit form is attached hereto as Exhibit G. City shall have the right, following reasonable
advance notice to LCH, to audit LCH's records to verify that this obligation has been satisfied.
4.5 LCH Accounting. LCH shall maintain complete books and records showing its
compliance with its obligations under this Agreement, which books and records shall be deemed
complete if kept in accordance with generally acceptable accounting principles as applied to Texas
corporations. Such books and records shall be available for examination by the duly authorized
officers or agents of the City during normal business hours upon request made not less than ten
(10) business days prior to the date of such examination. LCH shall maintain such books and
records throughout the term of this Agreement and for four (4)years thereafter.
4.6 Compliance with Tax Code. LCH agrees that the HOT Tax EIP's must be
expended in a manner directly enhancing and promoting tourism and the convention and hotel
industry and only as permitted by Chapter 351 of the Texas Tax Code, as amended. LCH agrees to
make annual reports listing the expenditures made by LCH with HOT Tax EIP's. The reports shall
be included with a Certificate of Compliance to certify under oath that LCH is in full compliance
with each of its obligations under this Agreement, and shall include documentation to establish
that LCH has spent previous EIP's for purposes and activities described in Section 35.101(a)(1)
through (a)(6) of the Texas Tax Code. A copy of the Certificate of Compliance is attached hereto
as Exhibit E. Should any expenditure of EIP's by LCH be for a use that is found to be improper or
illegal, the City shall have no liability in connection thereof. In the event the City determines that
LCH has made an improper of illegal expenditure of EIPS's, LCH must, no latr than 30 days after
receipt of written notification from the City, reimburse the City in an amount equipal to the
improper expenditure, plus the rate of interest paid for delinquent taxes. LCH's failure to make
reimbursement pursuant to this Section will constitute a default of this Agreement.
4.7 Submission of Data. Within fifteen (15) days following the end of each calendar
year, LCH shall submit to City the Job Compliance Affidavit, the Certificate of Compliance, and a
schedule detailing the HOT Tax for such calendar year. For calendar year 2024, LCH shall submit
said documentation within thirty (30) days of execution of this Agreement. As backup for the
schedule, LCH shall submit the following:
(a) A copy of all HOT Tax returns for the Project, including amended reports,
filed by LCH for that year showing the HOT Tax ollected and paid;
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(b) Such other data as the parties mutually determine reasonably appropriate to
evidence the HOT Tax paid.
4.8 Continuous Operation. LCH agrees that the Hotel and the Event Center, from the
opening date of the Event Center, shall remain in continuous operation and use throughout the
term of the Agreement, and shall not be used for any other purpose other than as a hotel, event
center, and related amenities, open to the public and serving tourism.
4.9 Sale of Portion of Property to City. As a condition of this Agreement, LCH
agrees to sell to the City a portion of property it owns adjacent to Brushy Creek for a bridge
landing for the City's trail system, as described and shown as Lot 3 in Exhibit H. LCH agrees
that it will sell to the City said portion of said property estimated at .4329 acres for $750,000.00.
LCH agrees to enter into a mutually agreed upon real estate contract with the City for the sale of
said property no later than sixty (60) days from LCH'closing on the purchase of the Property,
or as mutually agreed upon by both parties.
4.10 Events Center Use Agreement. During the term of this Agreement, LCH shall
make available to the City, at no cost to the City, exclusive use of the Events Center for no more
than five(5)day per year. The Events Center shall be booked only by the City's Manager's Office,
and will be used solely for official City business.
5. Rights and Obligations of the City. In consideration of LCH's compliance with
this Agreement, the City agrees as follows:
5.1 Economic Development Loan.
The City shall, pursuant to Chapter 380 of the Texas Local Government Code, but
subject to the conditions set out herein, make an Economic Development Loan to
LCH. The Economic Development Loan shall be in the form attached hereto as
Exhibit E. The Loan shall be secured by a first lien Deed of Trust and Vendor's
Lien on the Property.
5.2 Economic Incentive Payments.
5.2.1 EIP's Based on HOT Tax. City shall,pursuant to Chapter 380 of the Texas
Local Government Code, but subject to the conditions set out herein, make annual
EIPs to LCH within thirty (30) days after LCH submits to the City and the Job
Compliance Affidavit, the Certificate of Compliance, the HOT Tax returns
reflecting the tax generated by the Project and actually paid to the City during the
preceding calendar year, as required in Section 4.7 above. The EIPs will be an
amount equal to a percentage, as set forth below, of the HOT Tax generated by the
Hotel and Event Center and actually paid to the City. The EIPS are to be calculated
as follows:
(a) Calculations will be based upon HOT Tax generated by the Project,
collected by LCH and actually paid to the City.
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(b) The EIP's will be an amount equal to the percentage of the HOT Tax
paid each calendar year as set forth below:
Year Percentage of HOT Tax Paid
2024 75%
2025 75%
2026 75%
2027 75%
2028 75%
2029 75%
5.2.2 EIP's Based on Ad Valorem Property Tax. City shall, pursuant to Chapter
380 of the Texas Local Government Code, but subject to the conditions set out
herein, make annual EIPs to LCH within thirty (30) days after LCH submits to the
City the Job Compliance Affidavit and Ad Valorem Tax schedule for such calendar
year as required by Section 4.8 above. The EIPs are to be calculated as follows:
(a) Calculations will be based upon Ad Valorem Property Tax actually
paid by LCH and collected by the City for the 400 Fannin Avenue and 408
Fannin Avenue;
(b) The EIPs will be an amount equal to the percentage of the Ad
Valorem Property Tax actually paid for each calendar year as set forth
below:
Year Percentage of Property Tax Paid
2024 75%
2025 75%
2026 75%
2027 75%
2028 75%
2029 75%
5.3 Payments subject to Future Appropriations. Although certain payments under
this Agreement are calculated based on a formula applied to HOT Tax and/or Ad Valorem
Property Tax, this Agreement shall not be construed as a commitment, issue or obligation
of any specific taxes or tax revenues for payment to LCH. The payments to be made to
LCH,if paid,shall be made solely from annual appropriations from the general funds of the
City or from such other funds of the City as may be legally set aside for the implementation
of Article I1I, Section 52a of the Texas Constitution of Chapter 380 of the Local
Government Code or any other economic development or financing program authorized by
statute or home rule powers of the City under applicable Texas law, subject to any
applicable limitations or procedural requirements. In the event that the City does not
appropriate funds in any fiscal year for payments due under this Agreement, such failure
shall not be considered a default under Section 6.3, and the City shall not be liable to LCH
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for such payments otherwise due during such fiscal year; however, the term of this
Agreement shall be extended one (1) year for each year the City fails to appropriate funds
for payments otherwise due under this Agreement. LCH shall also have the righ but not the
obligation to rescind this Agreement. To the extent there is a conflict between this
paragraph and any other language or covenant in this Agreement, this paragraph shall
control.
5.4 Permitting. The City shall cooperate with LCH to expeditiously process all City
permit applications and inspections for the Event Center.
5.5 EIP Recapture. In the event the City terminates this Agreement as a result of
LCH's default, the City may recapture and collect from LCH the Recapture Liability. LCH
shall pay to the City the Recapture Liability within thirty (30) days after the City makes
demand for same, subject to any and all lawful offsets, settlements, deduction, or credits to
which LCH may be entitled. Nothwithstanding anything herein to the contrary, such
Recapture Liability shall not exceed, in the aggregate, an amount equal to all EIPs that are
paid pursuant to this Agreement form the Effective Date to the date of termination
(together with interest thereon to be charged at the statutory rate for delinquent taxes as
determined by Section 33.01 of the Property Tax Code of the State of Texas, but without
the addition of a penalty). The City shall have all remedies for the collection of the
Recapture Liability as provided generally in the Tax Code for the collection of delinquent
property taxes.
6. Miscellaneous.
6.1 Mutual Assistance. The City and LCH 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.
6.2 Representations and Warranties. The City represents and warrants to LCH that
the Program and this Agreement are within its authority, and that it is duly authorized and
empowered to establish the Program and enter into this Agreement, unless otherwise
ordered by a court of competent jurisdiction. LCH represents and warrants to the City that
it has the requisite authority to enter into this Agreement.
6.3 Default. If either the City or LCH should default in the performance of any
obligations of this Agreement, the other party shall provide such defaulting party written
notice of the default, and a minimum period of thirty(30)days to cure such default,prior to
instituting an action for breach or pursuing any other remedy for default. If either Party
remains in default after notice and opportunity to cure, the non-defaulting Party shall have
the right to pursue any remedy at law or in equity for the defaulting Party's breach.
6.4 Attorney's Fees. In the event any legal action or proceeding is commenced
between the City and LCH to enforce provisions of this Agreement and recover damages
for breach, the prevailing party in such legal action shall be entitled to recover its
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reasonable attorney's fees and expenses incurred by reason of such action, to the extent
allowed by law.
6.5 Entire Agreement. This Agreement contains the entire agreement between the
parties. This Agreement may only be amended, altered or revoked by written instrument
signed by the City and LCH.
6.6 Binding Effect. This Agreement shall be binding on and inure to the benefit of the
parties, their respective successors and assigns.
6.7 Assignment. LCH may assign all or part of its rights and obligations to a third
party with the express written consent of the City(which consent shall not be unreasonably
withheld, conditioned or denied). If the proposed assignee is an affiliated entity under the
common control of the assignor,the City shall consent to an assignment if the assignor is in
compliance with all terms of this Agreement. A collateral assignment of this Agreement
under the terms of a loan shall not be an assignment for purposes of this Section.
6.8 Amendment. This Agreement may be amended by the mutual written agreement
of the parties.
6.9 Notice. Any notice and or statement required and permitted to be delivered shall be
deemed delivered by actual delivery, facsimile with receipt of confirmation, or by
depositing the same in the United States mail, certified with return receipt requested,
postage prepaid, addressed to the appropriate party at the following addresses:
If to City: City of Round Rock
221 E. Main Street
Round Rock, TX 78664
Attn: City Manager
Phone: (512) 218-5400
Email: citymanager(&roundrocktexas.gov
With a required copy to:
Sheets & Crossfield, PLLC
309 E. Main Street
Round Rock, TX 78664
Attn: Stephanie L. Sandre
Phone: (512) 738-8728
Email: stephanie(a�scrrlaw.com
If LCH: RRTX Lake Creek
1207 East Cesar Chavez Street
Austin, TX 78702
Phone: (830) 279-2261
Email: bree.carrico(a,alexamgmt.com
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With required copy to:
Bree Carrico
1805 W. 33`d Street
Austin, TX 78703
Phone: (830) 279-2261
Email: bree.carricoAalexamgmt.com
Either party may designate a different address at any time upon written notice to the other
party.
6.10 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.
6.11 Applicable Law. This Agreement is made, and shall be construed and interpreted,
under the laws of the State of Texas and venue shall lie in Williamson County, Texas.
6.12 Severability. In the event any provisions of this Agreement are illegal, invalid or
unenforceable under present or future laws, and in that event, it is the intention of the
parties that the remainder of this Agreement shall not be affected. It is also the intention of
the parties of this Agreement that in lieu of each clause and provision that is found to be
illegal, invalid or unenforceable, a provision be added to this Agreement which is legal,
valid or enforceable and is as similar in terms as possible to the provision found to be
illegal, invalid or unenforceable.
6.13 Paragraph Headings. The paragraph headings contained in this Agreement are
for convenience only and will in no way enlarge or limit the scope or meaning of the
various and several paragraphs.
6.14 No Third-Party Beneficiaries. This Agreement is not intended to confer any
rights, privileges, or causes of action upon any third party.
6.15 Force Majeure. Except as otherwise provided herein, an equitable adjustment
shall be made for delay or failure in performing if such delay or failure is caused,
prevented, or restricted by conditions beyond that Party's reasonable control (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; litigation;changes in law,rules,or
regulations outside the control of the affected Party;national emergencies or insurrections;
riots; acts of terrorism; or supplier failures, shortages or breach or delay. Except as
otherwise expressly provided herein, there shall be an equitable adjustment allowed for
performance under this Agreement as the result of any event of force majeure
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6.16 Exhibits. The following Exhibits A-E are attached and incorporated by reference
for all purposes:
Exhibit A: City Resolution No. 2025-074
Exhibit B: City Resolution No. 2025-075
Exhibit C: LCH Property Description
Exhibit D: Project Description
Exhibit E: Economic Development Loan
Exhibit F: Deed of Trust
Exhibit G; Job Compliance Affidavit
Exhibit H: Description of Property to be Purchased by City
6.17 No Joint Venture. It is acknowledged and agreed by the parties that the terms
hereof are not intended to and shall not be deemed to create any partnership or joint venture
among the parties. 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.
EXECUTED to be effective as of the day of March, 2025 (the "Effective Date").
(SIGNATURES ON FOLLOWING PAGES)
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CITY OF ROUND ROCK, TEXAS,
a home rule city and municipal corporation
By:
Craig Morgan, May
ATTEST: '
Ann Franklin, Ci6 Cler
APPROVED as to form:
tep anie L. Sandre, City Attorney
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RRTX LAKE CREEK
a Texas Limited P rtnership
By: v (�
Its: V
Date: I r7
11
EXHIBIT A (to the Agreement)
(The Program Resolution)
(See Attached)
12
RESOLUTION NO. R-2025-074
WHEREAS, RRTX Lake Creek Hotel, LP, ("LCH") has expressed to the City of Round
Rock ("City") its desire to expand its upscale boutique hotel ("Ruby Hotel") by purchasing an
adjacent property for the development of an events center to the City which will provide an
additional tax base to the City, and
WHEREAS, §380.001 Local Government Code provides that a municipality may
establish an economic development program ("Program") to promote local economic
development and to stimulate business and commercial activity in the municipality, and
WHEREAS, the City Council has determined that the Program described in Exhibit "A"
will meet the goals set forth in said §380.001 and will be of mutual benefit to both parties, Now
Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS,
That the City offers to LCH a §380.001 Program in exchange for LCH expanding the
"Ruby Hotel" in the City through the acquisition of additional property and the development of
an events center, and
BE IT FURTHER RESOLVED
That the offer of the Program shall be as generally outlined in Exhibit "A" attached
hereto and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place
and subject of the meeting at which this Resolution was adopted was posted and that such
meeting was open to the public as required by law at all times during which this Resolution and
0112.20252;4916-8260-1765
the subject matter hereof were discussed, considered and formally acted upon, all as required by
the Open Meetings Act, Chapter 551, Texas Government Code, as amended.
RESOLVED this 13th day of March, 2025.
CRAIGO GA Mayor
City of tound R , Texas
ATTEST:
�J4'JU L'
AN RANKLIN, City Clerk
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EXHIBIT A (To Program Resolution)
ECONOMIC DEVELOPMENT PROGRAM
The terms of the §380.001 Economic Development Program to be offered to RRTX Lake
Creek Hotel, LP("LCH") in exchange for LCH's expanding the"Ruby Hotel"by purchasing and
adjacent property for the development of an events center in the City of Round Rock are as
generally outlined below:
1. LCH's obligations:
1.1. LCH agrees to purchase a tract of land containing approximately 1.028 acres
adjacent to the "Ruby Hotel" (the "Property"), as described in Exhibit C of the
Economic Development Program Agreement.
1.2 LCH agrees to redevelop the existing structure on the Property use as an events
center (the "Project").
1.3 LCH agrees to invest at least $2,650,000.00 in Project improvements.
1.4 LCH agrees to continue to employ at least 25 full-time equivalent employees in the
Hotel.
1.5 LCH agrees to sell to the City for $750,000.00 a portion of property it owns
adjacent to Brushy Creek for a bridge landing related to the City's trail system, as shown
and described in Exhibit F of the Economic Development Program Agreement.
2. City's obligations:
2.1 City shall, pursuant to Chapter 380 of the Texas Local Government Code, but
subject to the conditions set out herein,make annual EIPs to LCH within thirty(30)
days after LCH submits to the City the Job Compliance Affidavit,the Certificate of
Compliance, and HOT Tax returns reflecting the tax generated by the Project and
actually paid to the City. The EIPs will be a percentage of the HOT tax collected by
LCH and actually paid to the City as set forth below:
Year Percentage of HOT Tax Paid
2024 75%
2025 75%
2026 75%
2027 75%
2028 75%
2029 75%
2.2 City shall, pursuant to Chapter 380 of the Texas Local Government Code, but
subject to the conditions set out herein,make annual EIPs to LCH within thirty(30)
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days after LCH submits to the City the Job Compliance Affidavit,the Certificate of
Compliance, and Ad Valorem Tax returns reflecting the tax generated by the
Project and actually paid to the City. The EIPs will be a percentage of the Ad
Valorem Tax actually paid to the City as set forth below:
Year Percentage of Property Tax Paid
2024 75%
2025 75%
2026 75%
2027 75%
2028 75%
2029 75%
2.3 City shall make an Economic Development Loan to LCH in the amount of
$2,650,000.00 secured by a Deed of Trust on the Property.
3. The terms and provisions of this Program will be set out in more detail in the Economic
Development Program Agreement of even date herewith.
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EXHIBIT B (to the Agreement)
(The Authorizing Resolution)
(See Attached)
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RESOLUTION NO. R-2025-075
WHEREAS, RRTX Lake Creek Hotel, LP ("LCH") plans to expand its existing boutique hotel
("Ruby Hotel") in the City through the purchase of adjacent property for the development of an events
center, which will provide an additional tax base to the City ("Project"); and
WHEREAS, the purpose of this Resolution is to approve an economic development agreement
as contemplated by Chapter 380 of the Texas Local Government Code whereby LCH will expend
significant sums to purchase property adjacent to the "Ruby Hotel" and develop and operate the
Project in conformance with the City's development approvals for the Project, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City, an Economic
Development Program Agreement with LCH, a copy of same being attached hereto as Exhibit "A" and
incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 13th day of March, 2025.
CRAIG MO GAN, M r
City of Round Rock, T as
ATTEST:
--,L"'Is
ANN RANKLIN, City Clerk
0112.20252:4927-5418-1157
EXHIBIT C (to the Agreement)
(The Property Description)
1.028 acres of land legally described as Fannin Flats, Block A, Lot 1
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EXHIBIT D (to the Agreement)
(The Project Description)
Purchase of a 1.028 tract of land adjacent to the "Ruby Hotel" to redevelop the existing
structure for the operation of a hotel Events Center.
EXHIBIT E (to the Agreement)
(The Economic Development Loan)
(See Attached)
ECONOMIC DEVELOPMENT LOAN
I. Basic Information
Date: March 13, 2025
Borrower: RRTX Lake Creek Hotel, L.P.
1207 East Cesar Chavez Street
Austin, Texas 78702
Borrower's Mailing Address:
Lender: City of Round Rock, Texas
Place for Payment: 221 E. Main St.
Round Rock, Texas 78664
Williamson County
Principal Amount: $2,650,000.00
Annual Interest Rate: Secured Overnight Financing Rate (SOFR)plus One Percent (1%)
Maturity Date: December 31, 2029
Terms of Payment(principal and interest): The Principal Amount is due and payable on December
31, 2029. The annual interest shall accrue throughout the term of the Loan but shall be forgiven
so long as payment of the Principal Amount is made in full by the Maturity Date. In the event the
Principal Amount is not paid in full by the Maturity Date, all interest accrued shall be required to
be paid in full by the Borrower.
Security for Payment: This note is secured by first lien deed of trust of even date as said Loan
from Borrower to Stephanie L. Sandre, trustee, both of which cover the following real property:
Fannin Flats, Block A, Lot 1, the "Property".
Purpose of Loan: The Lender and Borrower have entered into that one certain Economic
Development Program Agreement ("Agreement") dated the 13th day of March, 2025 to promote
the Project as described below, and in the Agreement, which Project will promote economic
development as contemplated by Chapter 380 of the Texas Local Government Code. The purpose
of this note is to provide funding to Borrower for the purchase of the Property
Description of Project: The Project is described in the Agreement and herein as an expansion of
its existing upscale boutique hotel through the new development on approximately 1.028 acres
adjacent to its existing hotel facilities as an events center.
II. Promise to Pay
Borrower promises to pay to the order of Lender the Principal Amount plus interest at the
Annual Interest Rate, which said interest shall be forgiven by Lender so long as the Principal
Amount is paid in full by the Maturity Date. This note is payable at the Place for Payment and
according to the Terms of Payment. All unpaid amounts are due by the Maturity Date. If any
amount is not paid either when due under the Terms of Payment or on acceleration of maturity,
Borrower promises to pay any unpaid amount plus all accrued interest.
III. Defaults and Remedies
A default exists under this note if(1) Borrower defaults in the payment of this note or in
the performance of any obligation in the Agreement, or in any instrument securing or collateral to
this note; (2) (a) Borrower or (b) any other person liable on any part of this note (an "Other
Obligated Party") fails to timely pay or perform any obligation or covenant in any written
agreement between Lender and Borrower or any Other Obligated Party other than as described in
(1) above; (3) any representation in this note or in any other written agreement between Lender
and Borrower or any Other Obligated Party is materially false when made; (4) a receiver is
appointed for Borrower or an Other Obligated Party; (5)a bankruptcy or insolvency proceeding is
commenced by Borrower, a partnership of which Borrower is a general partner, or an Other
Obligated Party; (6) (a) a bankruptcy or insolvency proceeding is commenced against Borrower,
a partnership of which Borrower is a general partner, or an Other Obligated Party and (b) the
proceeding continues without dismissal for sixty days, the party against whom the proceeding is
commenced admits the material allegations of the petition against it, or an order for relief is
entered; or (7) Borrower, a partnership of which Borrower is a general partner, or an Other
Obligated Party is terminated, begins to wind up its affairs, or is authorized to terminate or wind
up its affairs by its governing body or persons, or any event occurs or condition exists that permits
the termination or winding up of the affairs of Borrower, a partnership of which Borrower is a
general partner, or an Other Obligated Party.
A default exists under this note if(1) Borrower defaults in the payment of this note or in the
performance of any obligation in any instrument securing or collateral to this note;(2)(a)Borrower
or (b) any other person liable on any part of this note (an "Other Obligated Party") fails to timely
pay or perform any obligation or covenant in any written agreement between Lender and Borrower
or any Other Obligated Party other than as described in (1) above; (3) any representation in this
note or in any other written agreement between Lender and Borrower or any Other Obligated Party
is materially false when made;(4)a receiver is appointed for Borrower or an Other Obligated Party
or any property on which a lien or security interest is created as security(the"Collateral Security")
for any part of this note; (5) any Collateral Security is assigned for the benefit of creditors; (6) a
bankruptcy or insolvency proceeding is commenced by Borrower,a partnership of which Borrower
is a general partner, or an Other Obligated Party; (7) (a) a bankruptcy or insolvency proceeding is
commenced against Borrower, a partnership of which Borrower is a general partner, or an Other
Obligated Party and(b)the proceeding continues without dismissal for sixty days,the party against
whom the proceeding is commenced admits the material allegations of the petition against it, or
an order for relief is entered; (8) Borrower, a partnership of which Borrower is a general partner,
or an Other Obligated Party is terminated,begins to wind up its affairs,or is authorized to terminate
or wind up its affairs by its governing body or persons, or any event occurs or condition exists that
permits the termination or winding up of the affairs of Borrower, a partnership of which Borrower
is a general partner, or an Other Obligated Party; or(9)any Collateral Security is impaired by loss,
theft, damage, levy and execution, issuance of an official writ or order of seizure, or destruction,
unless it is promptly replaced with collateral security of like kind and quality or restored to its
former condition.
Upon the occurrence of a default under this note, Lender may declare the unpaid principal
balance, earned interest, and any other amounts owed on the note immediately due, and may
exercise all other rights and remedies available at law or in equity.
IV. Waivers
Borrower waives, to the extent permitted by law, all (1) demand for payment, (2)
presentation for payment, (3) notice of intention to accelerate maturity, (4) notice of acceleration
of maturity, (5)protest, (6) notice of protest, (7) rights under sections 51.003, 51.004, and 51.005
of the Texas Property Code, and (8) rights under section 17.001 and chapter 43 of the Texas Civil
Practice and Remedies Code and rule 31 of the Texas Rules of Civil Procedure.
V. Attorney's Fees
Borrower also promises to pay reasonable attorney's fees and court and other costs if an
attorney is retained to collect or enforce the note. These expenses will bear interest from the date
of advance at the Annual Interest Rate on Matured, Unpaid Amounts. Borrower will pay Lender
these expenses and interest on demand at the Place for Payment. These expenses and interest will
become part of the debt evidenced by the note and will be secured by any security for payment.
Vl. Usury Savings
Interest on the debt evidenced by this note will not exceed the maximum rate or amount of
non-usurious interest that may be contracted for, taken, reserved, charged, or received under law.
Any interest in excess of that maximum amount wi 11 be credited on the Principal Amount or, if the
Principal Amount has been paid, refunded. On any acceleration or required or permitted
prepayment, any excess interest will be canceled automatically as of the acceleration or
prepayment or, if the excess interest has already been paid, credited on the Principal Amount or,
if the Principal Amount has been paid, refunded. This provision overrides any conflicting
provisions in this note and all other instruments concerning the debt.
VII. Other Clauses
Each Borrower is responsible for all obligations represented by this note.
When the context requires, singular nouns and pronouns include the plural.
[Signature on the following page.]
BORROWER
RRTX LAKE CREEK
a Texas Limited Partnership
By: &M CUA. ' LD
Its: iV�Q
EXHIBIT F (to the Agreement)
(Deed of Trust)
(See Attached)
Deed of Trust
Notice of confidentiality rights: If you are a natural person, you may remove or strike any
or all of the following information from any instrument that transfers an interest in real
property before it is filed for record in the public records: your Social Security number or
your driver's license number.
Basic Information
Date: March 13, 2025
Grantor: RRTX Lake Creek Hotel, L.P.
Grantor's Mailing Address: 1207 East Cesar Chavez Street
Austin, Texas 78727
Trustee: Stephanie L. Sandre
Trustee's Mailing Address: 309 E. Main St.
Round Rock, Texas 78664
Lender: City of Round Rock, Texas
Lender's Mailing Address: 221 E. Main St.
Round Rock, Texas 78664
Obligation
Note
Date: March 13, 2025
Original principal amount: $2,650,000.00
Borrower: RRTX Lake Creek Hotel, L.P.
Lender: City of Round Rock, Texas
Maturity date: December 31, 2029
Property (including any improvements): Fannin Flats, Block A, Lot 1, Round Rock, Texas, a
subdivision in Williamson County, Texas.
492113146-4608
A. Granting Clause
For value received and to secure payment of the Obligation, Grantor conveys the
Property to Trustee in trust. Grantor warrants and agrees to defend the title to the Property,
subject to the Other Exceptions to Conveyance and Warranty. On payment of the Obligation and
all other amounts secured by this deed of trust, this deed of trust will have no further effect, and
Lender will release it at Grantor's expense.
B. Grantor's Obligations
B.1. Grantor agrees to maintain all property and liability insurance coverages with
respect to the Property, revenues generated by the Property, and operations on the Property that
Lender reasonably requires ("Required Insurance Coverages"), issued by insurers and written on
policy forms acceptable to Lender, and as to property loss, that are payable to Lender under
policies containing standard mortgagee clauses, and deliver evidence of the Required Insurance
Coverages in a form acceptable to Lender before execution of this deed of trust and again at least
ten days before the expiration of the Required Insurance Coverages.
B.2. Grantor agrees to:
a. keep the Property in good repair and condition;
b. pay all taxes and assessments on the Property before delinquency, not
authorize a taxing entity to transfer its tax lien on the Property to anyone
other than Lender, and not request a deferral of the collection of taxes
pursuant to section 33.06 of the Texas Tax Code;
c. defend title to the Property subject to the Other Exceptions to Conveyance
and Warranty and preserve the lien's priority as it is established in this deed
of trust;
d. obey all laws, ordinances, and restrictive covenants applicable to the
Property;
e. keep any buildings occupied as required by the Required Insurance
Coverages;
f. if the lien of this deed of trust is not a first lien, pay or cause to be paid all
prior lien notes and abide by or cause to be abided by all prior lien
instruments; and
g. notify Lender of any change of address.
C. Lender's Rights
C.1. Lender may appoint in writing one or more substitute trustees, succeeding to all
rights and responsibilities of Trustee.
2
C.2. If the proceeds of the Obligation are used to pay any debt secured by prior liens,
Lender is subrogated to all the rights and liens of the holders of any debt so paid.
C.3. Lender may apply any proceeds received under the property insurance policies
covering the Property either to reduce the Obligation or to repair or replace damaged or
destroyed improvements covered by the policy.
C.4. Notwithstanding the terms of the Note to the contrary, and unless applicable law
prohibits, all payments received by Lender from Grantor with respect to the Obligation or this
deed of trust may, at Lender's discretion, be applied first to amounts payable under this deed of
trust and then to amounts due and payable to Lender with respect to the Obligation, to be applied
to late charges, principal, or interest in the order Lender in its discretion determines.
C.5. If Grantor fails to perform any of Grantor's obligations, Lender may perform
those obligations and be reimbursed by Grantor on demand for any amounts so paid, including
attorney's fees, plus interest on those amounts from the dates of payment at the rate stated in the
Note for matured, unpaid amounts. The amount to be reimbursed will be secured by this deed of
trust.
C.6. COLLATERAL PROTECTION INSURANCE NOTICE
In accordance with the provisions of section 307.052(a) of the Texas Finance Code,
the Beneficiary hereby notifies the Grantor as follows:
(A) the Grantor is required to:
(i) keep the collateral insured against damage in the amount the Lender
specifies;
(ii) purchase the insurance from an insurer that is authorized to do
business in the state of Texas or an eligible surplus lines insurer; and
(iii) name the Lender as the person to be paid under the policy in the event
of a loss;
(B) the Grantor must, if required by the Lender, deliver to the Lender a copy
of the policy and proof of the payment of premiums; and
(C) if the Grantor fails to meet any requirement listed in Paragraph (A) or
(B), the Lender may obtain collateral protection insurance on behalf of the Grantor
at the Grantor's expense.
C.7. If a default exists in payment of the Obligation or performance of Grantor's
obligations and the default continues after any required notice of the default and the time allowed
to cure, Lender may:
a. declare the unpaid principal balance and earned interest on the Obligation
immediately due;
3
b. exercise Lender's rights with respect to rent under the Texas Property
Code as then in effect;
C. direct Trustee to foreclose this lien, in which case Lender or Lender's
agent will cause notice of the foreclosure sale to be given as provided by
the Texas Property Code as then in effect; and
d. purchase the Property at any foreclosure sale by offering the highest bid
and then have the bid credited on the Obligation.
C.8. Lender may remedy any default without waiving it and may waive any default
without waiving any prior or subsequent default.
D. Trustee's Rights and Duties
If directed by Lender to foreclose this lien, Trustee will;
D.1. either personally or by agent give notice of the foreclosure sale as required by the
Texas Property Code as then in effect;
D.2. sell and convey all or part of the Property "AS IS" to the highest bidder for cash
with a general warranty binding Grantor, subject to the Prior Lien and to the Other Exceptions to
Conveyance and Warranty and without representation or warranty, express or implied, by
Trustee;
D.3. from the proceeds of the sale, pay, in this order:
a. expenses of foreclosure, including a reasonable commission to Trustee;
b. to Lender, the full amount of principal, interest, attorney's fees, and other
charges due and unpaid;
C. any amounts required by law to be paid before payment to Grantor; and
d. to Grantor, any balance; and
D.4. be indemnified, held harmless, and defended by Lender against all costs,
expenses, and liabilities incurred by Trustee for acting in the execution or enforcement of the
trust created by this deed of trust, which includes all court and other costs, including attorney's
fees, incurred by Trustee in defense of any action or proceeding taken against Trustee in that
capacity.
4
E. General Provisions
E.1. If any of the Property is sold under this deed of trust, Grantor must immediately
surrender possession to the purchaser. If Grantor does not, Grantor will be a tenant at sufferance
of the purchaser, subject to an action for forcible detainer.
E.2. Recitals in any trustee's deed conveying the Property will be presumed to be true.
E.3. Proceeding under this deed of trust, filing suit for foreclosure, or pursuing any
other remedy will not constitute an election of remedies.
E.4. This lien will remain superior to liens later created even if the time of payment of
all or part of the Obligation is extended or part of the Property is released.
E.5. If any portion of the Obligation cannot be lawfully secured by this deed of trust,
payments will be applied first to discharge that portion.
E.6. Grantor assigns to Lender all amounts payable to or received by Grantor from
condemnation of all or part of the Property, from private sale in lieu of condemnation, and from
damages caused by public works or construction on or near the Property. After deducting any
expenses incurred, including attorney's fees and court and other costs, Lender will either release
any remaining amounts to Grantor or apply such amounts to reduce the Obligation. Lender will
not be liable for failure to collect or to exercise diligence in collecting any such amounts. Grantor
will immediately give Lender notice of any actual or threatened proceedings for condemnation of
all or part of the Property.
E.7. Grantor collaterally assigns to Lender all present and future rent from the Property
and its proceeds. Grantor warrants the validity and enforceability of the assignment. Grantor will
apply all rent to payment of the Obligation and performance of this deed of trust, but if the rent
exceeds the amount due with respect to the Obligation and the deed of trust, Grantor may retain
the excess. If a default exists in payment of the Obligation or performance of this deed of trust,
Lender may exercise Lender's rights with respect to rent under the Texas Property Code as then
in effect. Lender neither has nor assumes any obligations as lessor or landlord with respect to any
occupant of the Property. Lender may exercise Lender's rights and remedies under this
paragraph without taking possession of the Property. Lender will apply all rent collected under
this paragraph as required by the Texas Property Code as then in effect. Lender is not required to
act under this paragraph and acting under this paragraph does not waive any of Lender's other
rights or remedies.
E.8. Interest on the debt secured by this deed of trust will not exceed the maximum
amount of nonusurious interest that may be contracted for, taken, reserved, charged, or received
under law. Any interest in excess of that maximum amount will be credited on the principal of
the debt or, if that has been paid, refunded. On any acceleration or required or permitted
prepayment, any such excess will be canceled automatically as of the acceleration or prepayment
or, if already paid, credited on the principal of the debt or, if the principal of the debt has been
paid, refunded. This provision overrides any conflicting provisions in this and all other
instruments concerning the debt.
5
E.9. In no event may this deed of trust secure payment of any debt that may not
lawfully be secured by a lien on real estate or create a lien otherwise prohibited by law.
E.10. Grantor may not sell, transfer, or otherwise dispose of any Property, whether
voluntarily or by operation of law, without the prior written consent of Lender. If granted,
consent may be conditioned upon (a) the grantee's integrity, reputation, character,
creditworthiness, and management ability being satisfactory to Lender; and (b) the grantee's
executing, before such sale, transfer, or other disposition, a written assumption agreement
containing any terms Lender may require, such as a principal pay down on the Obligation, an
increase in the rate of interest payable with respect to the Obligation, a transfer fee, or any other
modification of the Note, this deed of trust, or any other instruments evidencing or securing the
Obligation.
Grantor may not cause or permit any Property to be encumbered by any liens, security
interests, or encumbrances other than the liens securing the Obligation and the liens securing ad
valorem taxes not yet due and payable without the prior written consent of Lender. If granted,
consent may be conditioned upon Grantor's executing, before granting such lien, a written
modification agreement containing any terms Lender may require, such as a principal pay down
on the Obligation, an increase in the rate of interest payable with respect to the Obligation, an
approval fee, or any other modification of the Note, this deed of trust, or any other instruments
evidencing or securing the Obligation.
Grantor may not grant any lien, security interest, or other encumbrance (a "Subordinate
Instrument") covering the Property that is subordinate to the liens created by this deed of trust
without the prior written consent of Lender. If granted, consent may be conditioned upon the
Subordinate Instrument's containing express covenants to the effect that
a. the Subordinate Instrument is unconditionally subordinate to this deed of
trust;
b. if any action is instituted to foreclose or otherwise enforce the Subordinate
Instrument, no action may be taken that would terminate any occupancy or
tenancy without the prior written consent of Lender, and that consent, if
granted, may be conditioned in any manner Lender determines;
C. rents, if collected by or for the holder of the Subordinate Instrument, will
be applied first to the payment of the Obligation then due and to expenses
incurred in the ownership, operation, and maintenance of the Property in
any order Lender may determine,before being applied to any indebtedness
secured by the Subordinate Instrument;
d. written notice of default under the Subordinate Instrument and written
notice of the commencement of any action to foreclose or otherwise
enforce the Subordinate Instrument must be given to Lender concurrently
with or immediately after the occurrence of any such default or
commencement; and
6
e. in the event of the bankruptcy of Grantor, all amounts due on or with
respect to the Obligation and this deed of trust will be payable in full
before any payments on the indebtedness secured by the Subordinate
Instrument.
Grantor may not cause or permit any of the following events to occur without the prior
written consent of Lender: if Grantor is (a) a corporation, the termination of the corporation or
the sale, pledge, encumbrance, or assignment of any shares of its stock; (b) a limited liability
company, the termination of the company or the sale, pledge, encumbrance, or assignment of any
of its membership interests; (c) a general partnership or joint venture, the termination of the
partnership or venture or the sale, pledge, encumbrance, or assignment of any of its partnership
or joint venture interests, or the withdrawal from or admission into it of any general partner or
joint venturer; or (d) a limited partnership, (i) the termination of the partnership, (ii)the sale,
pledge, encumbrance, or assignment of any of its general partnership interests, or the withdrawal
from or admission into it of any general partner, (iii) the sale, pledge, encumbrance, or
assignment of a controlling portion of its limited partnership interests, or (iv) the withdrawal
from or admission into it of any controlling limited partner or partners. if granted, consent may
be conditioned upon (a) the integrity, reputation, character, creditworthiness, and management
ability of the person succeeding to the ownership interest in Grantor (or security interest in such
ownership) being satisfactory to Lender; and (b) the execution, before such event, by the person
succeeding to the interest of Grantor in the Property or ownership interest in Grantor (or security
interest in such ownership) of a written modification or assumption agreement containing such
terms as Lender may require, such as a principal pay down on the Obligation, an increase in the
rate of interest payable with respect to the Obligation, a transfer fee, or any other modification of
the Note, this deed of trust, or any other instruments evidencing or securing the Obligation.
E.11. When the context requires, singular nouns and pronouns include the plural.
E.12. The term Note includes all extensions, modifications, and renewals of the Note
and all amounts secured by this deed of trust.
E.13. This deed of trust binds, benefits, and may be enforced by the successors in
interest of all parties.
E.14. If Grantor and Borrower are not the same person, the term Grantor includes
Borrower.
E.15. Grantor and each surety, endorser, and guarantor of the Obligation waive, to the
extent permitted by law, all (a) demand for payment, (b) presentation for payment, (c) notice of
intention to accelerate maturity, (d) notice of acceleration of maturity, (e) protest, (f) notice of
protest, and (g) rights under sections 51.003, 51.004, and 51.005 of the Texas Property Code.
E.16. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court and
other costs of enforcing Lender's rights under this deed of trust.
E.17. If any provision of this deed of trust is determined to be invalid or unenforceable,
the validity or enforceability of any other provision will not be affected.
7
E18. The term Lender includes any mortgage servicer for Lender.
E.19. Grantor hereby grants Lender a right of first refusal with respect to Grantor's
power to authorize any third party (other than Lender pursuant to its rights as set forth in this
instrument) to pay ad valorem taxes on the Property and authorize a taxing entity to transfer its
tax lien on the Property to that third party. Grantor's authorization to any third party (other than
Lender) to pay the ad valorem taxes and receive transfer of a taxing entity's lien for ad valorem
taxes shall be null and void and of no force and effect unless Lender, within ten days after
receiving written notice from Grantor, fails to pay the ad valorem taxes pursuant to Lender's
rights as set forth in this instrument.
E.20. Grantor represents that this deed of trust and the Note are given for the following
purposes: for business or commercial purposes and not for personal, family, or household
purposes.
Grantor agrees not to grant any lien or security interest in the Property or to permit any
junior encumbrance to be recorded or any claim to otherwise become an encumbrance against
the Property. If an involuntary encumbrance is filed against the Property, Grantor agrees, within
thirty days, to either remove the involuntary encumbrance or provide a bond acceptable to
Lender against the involuntary encumbrance.
Lender may declare the debt secured by this deed of trust immediately payable and
invoke any remedies provided in this deed of trust for default if Grantor transfers any of the
Property to a person who is not a permitted transferee without Lender's consent or, if Grantor is
not a natural person, if any person owning a direct or indirect interest in Grantor transfers such
interest to a person that is not a"permitted transferee"without Lender's consent.
If all or any part of the Property is sold, transferred, or conveyed without the prior written
consent of Lender or other holder of the Note, Lender or other holder of the Note may, at its sole
option, declare the outstanding principal balance of the Note plus accrued interest immediately
due and payable. Lender or other holder of the Note has no obligation to consent to any such
sale or conveyance of the Property, and Lender or other holder of the Note is entitled to
condition any consent on a change in the interest rate that will thereafter apply to the Note and
any other change in the terms of the Note or Deed of Trust that Lender or other holder of the
Note in its sole discretion deems appropriate. A lease for a period longer than three years, a lease
with an option to purchase, or a contract for deed will be deemed to be a sale, transfer, or
conveyance of the Property for purposes of this provision. Any deed under threat or order of
condemnation, any conveyance solely between makers, and the passage of title by reason of
death of a maker or by operation of law will not be construed as a sale or conveyance of the
Property. The creation of a subordinate lien without the consent of Lender or other holder of the
Note will be construed as a sale or conveyance of the Property, but any subsequent sale under a
subordinate lien to which Lender or other holder of the Note has consented will not be construed
as a sale or conveyance of the Property.
8
GRANTOR:
RRTX Lake Creek Hotel, L.P.
By: C� ` cc
its
ACKNOWLEDGMENT
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me on this the day of the month of
March, 2025, by IbIRP , Cu, W [name], [title] of RRTX
Lake Creek Hotel, L.P., known by me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same in the capacity and for
the purposes and consideration therein expressed.
Signature
, ��,, SARAH RICKAWAY Printed Name
'
_Notary Public,State of Texas
.'� Comm.Expires 09-08-202 Notary Public, State Of
'' +' Notary ID 132156520
9
EXHIBIT G (to the Agreement)
(Job Compliance Affidavit)
Job Compliance Affidavit
Before me, the undersigned authority, on this day personally appeared
(name), known to me to be the person
whose name is subscribed below and after having been duly sworn, on his/her oath
stated as follows:
"My name is . I am over the age of 21 years
and am capable of making this affidavit. The facts stated in this affidavit are within
my personal knowledge and are true and correct. "I am the
(title) of Toppan, Inc., and I am duly
authorized to make this affidavit on its behalf.
As of December 31, 202_, in compliance with Section 4.3 of the Economic
Development Agreement, Toppan Inc. had created the following Employee
positions:
EMPLOYEE ID NO. JOB POSITION OR TITLE
TOTAL JOBS
DATED THIS DAY OF ,202_.
By: (Signature)
(Printed Name)
(Title)
SUBSCRIBED AND SWORN TO BEFORE ME ON THIS THE DAY OF
'202—.
NOTARY PUBLIC, STATE OF TEXAS
EXHIBIT H (to the Agreement)
(Description of Property to be Purchased by City)
(See attached)
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OWNERS: RATX LAKE CREDO HOTEL,LP.
1207 E CESAR CHANU ST.
AU 1`14 TX 78702 BL
PHONE(8230)219-2261 E PP11� j
'REE 9FI16 Iy¢
FOUR 26 LLC.
410 FANNIN AVE
ROUND ROCK TX 78684
PHONE((912))945-1237
BRYN lElA01L5
CITY OF ROUND ROCK
221 E MAN STREET,
ROUND ROCK TX 78884 SITE
PHONE(512 218-5400
BROOKS BE
CITY MANAGER •� _
ACREAGE 5.208 ACRES(226,862 S.F.)
SURVEYOR: INLAND GEOOETICS ,
1504 CH ISHOLM TRAIL STE 1D.T ,
ROUND ROCK TX 78626
PNONE (512)238-1200
MIGUEL A ESCOBNt.LSLS,RPLS -
NUMBER OF BLOCKS: 1 , S
LINEAR EEET OF NEW srraETs: N/A ROUND ROCK, TEXAS-
SUBMITTAL DATE L ••••
VICINITY MAP
DMECTOR RENEW DATE L - �, - - - \/ N.T.S.
BENCHMARK: BENCHMARK/t _ \
'BOX CUT IN GONG" ,
ELEV.-716.12'
(NAVDBB.GEOID 18)
ACREAGE BY LOT TYPE: PT 4.775 AC(208,004 S.F.)
OPEN Y,
OPEN SPACEACE'. 0.4329 AC(18,638 S.F.) ! Y{t / YETERAPARK DEED NUT
FOUND
PATENT SURVEY: W1LEY RAIMS SURVEY.ABSTRACT 298 ` �� V�„i.y N �y4 J BNDY CREATED BY ADJOINEAS
ENGINEER: 211WAELTZN.k A.W.GRIM INC. (Cil •� PIS' W"W •�
[' 211 N. .ORIS BLVD ' J•• G
4■ ROUND ROCK TEXAS 78655 'ya AVENUE -
PHOME 512-w5-6953 PEGN
ANTONIO A PREIE,P.E.,CFM.CPESC
NUMBER OF LOTS BY TYPE: DEVELOPMENT: 2
OPEN SPACE: 1
BLOCK A D 100 200 700
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ROUND ROCK, TEXAS SHEET 1 OF 3
t1 WIWMISON COUNTY OORR-008 02/11/7025
NOTES: FIELD NOTES:
1. A DEED CONVEYING LAND TO THE CITY OF ROUND ROCK, REFERENCING BEING A 5.208 ACRE TRACT OF LAND OUT OF THE WILEY HARRIS SURVEY, ABSTRACT THENCE, WITH THE APPROXIMATE SOUTH
BLUFF LINE OF BRUSHY CREEK, THE NORTH
THE DOCUMENT NO. OF THIS FINAL PUT, SHALL BE RECORDED. NO. 298, WILLIAMSON COUNTY, TEXAS, BEING A REPLAT OF FANNIN FLATS, A BOUNDARY LINE OF SAID RUBY HOTEL SUBDIVISION, AND
THE NORTH BOUNDARY LINE
SUBDIVISION OF RECORD IN DOCUMENT NO. 2022029638 OF THE OFFICIAL PUBLIC OF THE TRACT DESCRIBED HEREIN, THE FOLLOWING NINE (9) COURSES;
2. A PORTION OF THIS TRACT IS ENCROACHED BY ULTIMATE 1% ANNUAL RECORDS OF WILLIAMSON COUNTY, TEXAS, AND RUBY HOTEL SUBDIVISION OF RECORD
CHANCE FLOOD PLANE. IN DOCUMENT NO. 2017100862, OF SAID OFFICAL PUBLIC RECORDS OF WILLIAMSON 1, NORTH 50'44'17'EAST,A DISTANCE OF 94.28 FEET TO A CALCULATED POINT;
COUNTY, TEXAS. SAID 5.208 ACRE TRACTOF LAND BEING MORE PARTICULARLY
3. NO FENCES, STRUCTURES, STORAGE, OR FILL SHALL BE PLACED WITHIN DESCRIBED BY METES AND BOUNDS,AS FOLLOWS: 2. NORTH 53'06'33 EAST,A DISTANCE OF 81.08 FEET TO A CALCULATED
POINT;
THE LIMITS OF THE ULTIMATE 14 ANNUAL CHANCE FLOODPLAIN;
UNLESS APPROVED BY THE CITY ENGINEER. FILL MAY ONLY BE BEGINNING AT A 1/2-INCH IRON ROD WITH PLASTIC CAP STAMPED 'BGE INC- FOUND 3. NORTH 57'06'14'EAST, A DISTANCE OF 70.92 FEET
TO A CALCULATED POINT;
PERMITTED BY THE CITY ENGINEER AFTER APPROVAL OF THE PROPER FOR A POINT IN THE WEST RICHT-OF-WAY LINE OF NORTH LEWIS STREET, A VARIABLE
ANALYSIS. WIDTH RIGHT-OF-WAY, NO DEDICATION FOUND TO DATE, THE NORTH RIGHT-OF-WAY 4. NORTH 59'46'01'EAST,A DISTANCE OF 89.67 FEET TO A CALCULATED POINT;
LINE OF FANNIN AVENUE, A VARIABLE WIDTH RIGHT-OF-WAY, NO DEDICATION FOUND TO
4. ALL SLAB ELEVATKKNS SHALL BE A MINIMUM OF TWO (2) FEET ABOVE DATE, FOR THE SOUTHEAST CORNER OF SAID FANNIN FLATS, AND FOR THE SOUTHEAST 5. NORTH 83'35'30'EAST, A DISTANCE
OF 53.43 FEET TO A CALCULATED POINT;
THE ULTIMATE 1%ANNUAL CHANCE FLOODPLAIN. CORNER OF THE TRACT DESCRIBED HEREIN;
5. A PORTION OF THIS TRACT IS ENCROACHED BY A SPECIAL FLOOD THENCE, SOUTH 75'16'32' WEST, WITH THE NORTH RIGHT-OF-WAY LINE OF SAID 6. NORTH 54'11'31'EAST, A DISTANCE OF 75.94
FEET TO A CALCULATED POINT;
HAZARD AREAS INUNDATED BY THE 1% ANNUAL CHANCE FLOOD AS FANNIN AVENUE, THE SOUTH BOUNDARY LINE OF SAID FANNIN FLATS, AND THE SOUTH 7. NORTH 45'01'38'EAST,A DISTANCE OF 77.55 FEET
TO A CALCULATED POINT;
IDENTIFIED BY THE U.S. FEDERAL EMERGENCY MANAGEMENT AGENCY BOUNDARY LINE OF THE TRACT DECREED HEREIN, A DISTANCE OF 294.63 FEET TO A
BOUNDARY MAP (FLOOD INSURANCE RATE MAP) COMMUNITY PANELS 1/2-INCH IRON ROD WITH PLASTIC CAP STAMPED 'BGE INC- FOUND FOR A POINT ON 8. NORTH 49'57'25'EAST, A DISTANCE OF 97.04 FEET
TO A CALCULATED POINT;
NUMBER 48491C0493F, EFFECTIVE DATE DECEMBER 20, 2019, FOR THE NORTH RIGHT-OF-WAY LINE OF SAID FANNIN AVENUE, FOR A POINT ON THE EAST
WILLIAMSON COUNTY. BOUNDARY LINE OF SAID RUBY HOTEL SUBDIVISION AND FOR THE SOUTHWEST CORNER
OF SAID FANNIN FLATS; 9. NORTH 6745'24' EAST, A DISTANCE OF 77.86 FEET TO A CALCULATED POINT,
6. NO OBSTRUCTIONS, INCLUDING BUT NOT LIMITED TO FENCING OR FOR THE NORTHEAST CORNER OF RUBY HOTEL SUBDIVISION, AND FOR THE
STORAGE, SHALL BE PERMITTED IN ANY DRAINAGE EASEMENT SHOWN THENCE, WITH THE NORTH RIGHT-OF-WAY LINE OF SAID FANNIN AVENUE, AND THE NORTHEAST CORNER OF THE HEREIN DESCRIBED TRACT;
HEREON. SOUTH BOUNDARY UNE OF SAID RUBY HOTEL SUBDIVISION THE FOLLOWING FOUR (4)
COURSES: THENCE, SOUTH 21'29'40' EAST, WITH THE EAST BOUNDARY UNE OF SAID RUBY HOTEL
7. BUILDING SETBACKS SHALL BE IN ACCORDANCE WITH PART III, ZONING SUBDIVISION, AND THE EAST UNE OF THE TRACT DESCRIBED HEREIN, A DISTANCE OF
AND DEVELOPMENT CODE, CHAPTER 2, ZONING DISTRICTS AND USE 1. SOUTH 15'11'30' EAST, A DISTANCE OF 12.66 FEET TO A 1/2-INCH INTERIM 105.24 FEET TO A 1/2-I14CH IRON ROD FOUND, FOR
THE NORTHEAST CORNER OF
REGULATIONS, CITY OF ROUND ROCK, TEXAS, 2018, AS AMENDED.' DIAMETER IRON PIPE FOUND; SAID FANNIN FLATS, ON THE WEST RIGHT-OF-WAY UNE OF SAID NORTH LEWIS STREET;
8. SIDEWALKS SHALL BE CONSTRUCTED IN ACCORDANCE WITH PART III, 2. SOUTH 75'03'32' WEST, A DISTANCE OF 251.12 FEET TO A 5/8-INCH IRON ROD THENCE, SOUTH 7(725'28' WEST, WITH
THE WEST RICHT-OF-WAY UNE OF SAID NORTH
ZONING AND DEVELOPMENT CODE, SECTION 6-28, CITY OF ROUND FOUND; LEWIS STREET, A SOUTH BOUNDARY LINE OF SAID RUBY HOTEL SUBDIVISION. THE
ROCK, TEXAS, 2018. AS AMENDED. NORTH UNE IF SAID FANNIN FLATS, AND THE EAST BOUNDARY UNE OF THE HEREIN
jT 9. WITH THE EXCEPTION OF PROPERTIES LOCATED WITHIN THE MU-1 AND 3. SOUTH 74'58'53' WEST, A DISTANCE OF 94.44 FEET TO A 5/8-INCH IRON ROD DESCRIBED TRACT A DISTANCE
OF 5.08 FEET TO A 1/2-INCH IRON ROD WITH PLASTIC
4 MU-2 ZONING DISTRICTS, A TEN FOOT (10') PUE AND SIDEWALK WITH PLASTIC CAP STAMPED 'INLAND GEODETICS'SET; CAP STAMPED 'BGE INC' FOUND, FOR THE NORTHEAST CORNER OF
LOT 2, BLOCK A.
EASEMENT ABUTTING AND ALONG THE STREET SIDE PROPERTY UNE IS OF THE AFORMENTIONED FANNIN FLATS;
HEREBY CONVEYED FOR ALL STREET SIDE PROPERTY LOTS SHOWN 4. SOUTH 75'14'20' WEST, A DISTANCE OF 68.93 FEET TO A 5/8-INCH IRON ROD
,N HEREON. ANY PRIVATE IMPROVEMENTS WITHIN THE PUE OR WITH PLASTIC CAP STAMPED 'INLAND GEODETICS' SET, FOR THE SOUTHWEST THENCE, SOUTH 2040'32' FAST, WITH THE
FAST UNE OF LOT
E RICHT-OF-WAY SHALL REQUIRE WRITTEN APPROVAL FROM THE UTILITIES CORNER OF SAID RUBY HOTEL SUBDIVISION, AND FOR THE SOUTHWEST CORNER 2, BLACK A, OF SAID FANNIN FLATS AND
THE WEST UNE OF SAID NORTH LEWIS
F DIRECTOR PRIOR TO INSTALLATION. OF THE HEREIN DESCIRBEO TRAC; STREET. A DISTANCE OF 340.07 FEET TO THE POINT OF THE BEGINNING CONTAINING
5.209 ACRES MORE OR LESS, WITHIN THESE METES AND BOUNDS.
10. ANY SITE PLAN OR BUILDING PERMIT ASSOCIATED WITH THIS PUT THENCE WITH THE WEST BOUNDARY UNE OF SAID RUBY HOTEL SUBDIVISION, THE
SHALL REQUIRE CONNECTION TO THE CITY OF ROUND ROCK PUBLIC FOLLOWING FOUR (4) COURSES;
WATER AND WASTEWATER UTILITIES AND THE ABANDONING OF EXISTING
WELL(S) FOR DOMESTIC USE AND SEPTIC SYSTEM(S). EXISTING WELL(S) 1. NORTH 21'19'29" WEST, A DISTANCE OF 72.79 FEET TO A 5/8-INCH IRON ROD
MAY BE UTILIZED FOR IRRIGATION, WITH PLASTIC CAP STAMPED 'INLAND GEODETICS' SET;
11. THIS REPUT IS SUBJECT TO ALL APPLICABLE RECORDED EASEMENTS 2. NORM 25'06'55" EAST, A DISTANCE OF 55.16 FEET TO A 5/8-INCH IRON ROD
AND RESTRICTIONS AND AS SET FORM IN THE ORIGINAL PLAT OF WITH PLASTIC CAP STAMPED 'INLAND GEODETICS' SET;
RUBY HOTEL SUBDIVISION. AS RECORDED IN DOCUMENTNT NO.
Q 2017100862 h FANNIN FLATS AS RECORDED IN DOCUMENT NO. 3. NORTH 4003'19' EAST, A DISTANCE OF 28.37 FEET TO A 1/2-INCH IRON ROD
2022029638, IN THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON WITH PLASTIC CAP STAMPED -TLS INC' FOUND:
COUNTY, TEXAS. BUILDING SETBACKS SHALL BE IN ACCORDANCE WITH
i PART III, ZONING AND DEVELOPMENT CODE, CHAPTER 2, ZONING 4. NORTH 23'03'34' WEST, AT A DISTANCE OF 72.85' PASS A 5/8-INCH IRON ROD
M DISTRICTS AND USE REGULATIONS, CITY OF ROUND ROCK, TEXAS,
2018,AS AMENDED. WITH PLASTIC CAP STAMPED 'INLAND REF POINT' SET, CONTINUING FOR A
TOTAL DISTANCE OF 97.72 FEET TO A CALCULATED POINT IN THE APPROXIMATE
12. A TEN FOOT (10') P.U.E. AND SIDEWALK EASEMENT ABUTTING AND SOUTH BLUFF LINE OF BRUSHY CREEK, FOR THE NORTHWEST CORNER OF SAID
ALONG THE STREET SIDE PROPERTY LINE IS HEREBY DEDICATED FOR RUBY HOTEL SUBDIVISION AND FOR THE NORTHWEST CORNER OF THE TRACT
ALL STREET SIDE PROPERTY LOTS SHOWN HEREON. DESCRIBED HEREINN;
PRELIMINARY
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AND FANNIN FLATS Fs17NO.1 zoo IRM REG..NO.100591-00
ROUND ROCK, TEXAS SHEET 2 OF 3
WILLIAMSON COUNTY CORR-Opp OZ/11/2025
STATE OF TEXAS ¢ STATE OF TEXAS § THE STATE OF TEXAS $
COUNTY OF WILLIAMSON ¢ COUNTY OF WILLIAMSON Q COUNTY OF WILLIAMSON
THAT RRTX LAKE CREEK HOTEL, A LIMITED PARTNERSHIP, AS THE OWNER OF THAT THAT CITY OF ROUND ROCK, A GOVERNMENTAL ENTITY, AS THE OWNER OF THAT CERTAIN THAT I, ANTONIO A. PRETE,
P.E., DO HEREBY CERTIFY THAT THE INFORMATION
CERTAIN 2.89 ACRE TRACT OF LAND RECORDED IN DOCUMENT NUMBER 2018027331, 0.2707 ACRE TRACT OF LAND RECORDED IN DOCUMENT NUMBER CONTAINED ON THIS PLAT COMPLIES WITH CHAPTER
4 - SUBDMSION DESIGN AND
OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, DO HEREBY CERTIFY OF THE OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS, AND AS THE OWNER OF CONSTRUCTION, PART III
ZONING AND DEVELOPMENT CODE, CODE OF ORDINANCES, CITY
THAT THERE ARE NO LIEN HOLDERS AND DEDICATE TO THE PUBUC FOREVER USE OF THAT CERTAIN 0.1622 ACRE TRACT OF LAND RECORDED IN DOCUMENT NUMBER OF ROUND ROCK, 2016 EDITION AS AMENDED,
AND THE DESIGN AND CONSTRUCTION
THE STREETS, ALLEYS, EASEMENTS AND ALL OTHER LANDS INTENDED FOR PUBUC OF THE OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS, DO STANDARDS ADOPTED BY THE CRY OF ROUND ROCK, TEXAS.
DEDICATION AS SHOWN HEREON TO BE KNOWN AS: HEREBY CERTIFY THAT THERE ARE NO LIEN HOLDERS AND DEDICATE TO THE PUBUC
'REPEAT OF RUBY HOTEL SUBDIVISION AND FANNIN FLATS' FOREVER USE OF THE STREETS. ALLEYS, EASEMENTS AND ALL OTHER LANDS INTENDED
FOR PUBUC DEDICATION AS SHOWN HEREON TO BE KNOWN AS:
RRTX LAKE CREEK HOTEL 'REPEAT OF RUBY HOTEL SUBDIVISION AND FANNIN FLATS'
CITY OF ROUND ROCK
ANTONIO A PRETE, P.E. DATE
TEXAS REG. NO. 93759
211 N. AW. GRIMES BLVD.
ROUND ROCK, TX, 78665
BREE CARRICO PHONE (512) 423-8730
PRESIDENT BROOKS BENNETT TBPELS FIRM REG. N F-10308
CITY MANAGER
THE STATE OF TEXAS f
COUNTY OF WILLIAMSON Q
THE STATE OF TEXAS ¢
THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME ON THE DAY OF COUNTY OF WILLIAMSON $ THE STATE OF TEXAS $
20 BY, GREE CARRICO, AS PRESIDENT OF RRTX LAKE CREEK THISINSTRUMENT WAS ACKNOWLEDGED BEFORE ME ON THE _DAY OF COUNTY OF WILLIAMSON
20_, BY, BROOKS BENNETT, AS CITY MANAGER OF THE CITY OF
HOTEL, LP, A UMITED PARTNERSHIP, ON BEHALF OF SAID RRTX LAKE CREEK HOTEL, LP. ROUND ROCK, A GOVERNMENTAL ENTITY, ON BEHALF OF SAID CITY OF ROUND ROCK. APPROVED THIS DAY
OF 20_ BY THE PLANNING AND
DEVELOPMENT SERVICES DEPARTMENT OF THE CITY OF ROUND ROCK, TEXAS. AND
AUTHORIZED TO BE FILED FOR RECORD BY THE COUNTY CLERK OF WILUAMSON COUNTY,
TEXAS.
THE PROPERTY COVERED BY THIS PLAT IS WITHIN THE CITY OF THE CIN OF ROUND
ROCK,
NOTARY PUBUC, STATE OF TEXAS
NOTARY PUBLIC, STATE OF TEXAS _
PRINTED NAME:
PRINTED NAME:_
8' MY COMMISSION EXPIRES:
F MY COMMISSION EXPIRES:
BRADLEY DUSHKIN. NCP
DIRECTOR OF PLANNING AND DEVELOPMENT SERVICES DEPARTMENT
S CITY OF ROUND ROCK
i THAT I, MIGUEL A ESCOBAR, LSLS, RPLS, DO HEREBY CERTIFY THAT I PREPARED THIS
STATE OF TEXAS ¢ PLAT FROM AN ACTUAL AND ACCURATE ON-THE-GROUND SURVEY OF THE LAND AND THE STATE OF TEXAS 4
COUNTY OF WILLIAMSON THAT THE CORNER MONUMENTS SHOWN THEREON WERE PROPERLY PLACED UNDER MY COUNTY OF WILLIAMSON g KNOW ALL MEN BY THESE PRESENTS
PERSONAL SUPERVISION, IN ACCORDANCE WITH CHAPTER 4 -SUBDIVISION DESIGN AND
THAT FOUR 26 U.C. A LIMITED LIABILITY COMPANY, AS THE OWNER OF THAT CERTAIN CONSTRUCTION, PART III -ZONING AND DEVELOPMENT CODE, CODE OF ORDINANCES, CITY THAT I, NANCY RISTER,
CLERK OF THE COUNTY COURT OF SAID COUNTY, DO HEREBY
2.443 ACRE TRACT OF LAND RECORDED IN DOCUMENT NUMBER 2022029638, OF THE OF ROUND ROCK, 2018 EDITION AS AMENDED.
OFFICIAL PUBUC RECORDS OF WILLIAMSON COUNTY, TEXAS, DO HEREBY CERTIFY THAT CERTIFY THAT THE FOREGOING INSTRUMENT IN WRITING, WITH ITS CERTIFICATION OF
THERE ARE NO UEN HOLDERS AND DEDICATE TO THE PUBLIC FOREVER USE OF THE
STREETS, ALLEYS, EASEMENTS AND ALL OTHER LANDS INTENDED FOR PUBUC DEDICATION AUTHENTICATION, WAS FILED FOR RECORD IN MY OFFICE ON THE _ DAY OF
4 AS SHOWN HEREON TO BE KNOWN AS:
'REPEAT OF RUBY HOTEL SUBDIVISION AND FANNIN FLATS' AD., 20 , AT O'CLOCK, _M. AND DULY RECORDED ON THIS
FOUR 26 LLC MIGUEL A ESCOBAR, L.S.LS., R.P.LS. 047E
TEXAS REG. NO. 5630 THE _ DAY OF AD., 20__, AT —__ O'CLOCK _M. IN THE PLAT
1504 CHISHOLM TRAIL /103
ROUND ROCK. TEXAS 78681 RECORDS OF SAID COUNTY, IN INSTRUMENT NO.
5 PHONE (512) 238-1200
TBPELS FIRM REG. / 10059100 TO CERTIFY WHICH, WITNESS MY HAND AND SEAL OF THE COUNTY COURT OF SAID
BRIAN LEMONS COUNTY, AT MY OFFICE IN GEORGETOWN, TEXAS, THE DATE LAST ABOVE WRITTEN.
NCE-PRESIDENT k SECRETARY PRELIMINARY
- NANCY E RISTER, CLERK, COUNTY COURT OF WILLIAMSON COUNTY, TEXAS
THE STATE OF TEXAS Q
42 COUNTY OF WILLIAMSON ¢
i THIS INSTRUMENT WAS ACKNOWLEDGED BEFORE ME ON THE DAY OF
8 BY -
20_� BY, BRIAN LEMONS, AS NCE-PRESIDENT k SECRETARY OF DEPUTY
FOUR 26 LLC, A LIMITED LIABILITY COMPANY, ON BEHALF OF SAID FOUR 26 LLC.
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� NOTARY PUBLIC, STATE OF TEXAS \Vr
PRINTED NAME: A REP LAT OF 1 504 CHISHOLM TRAIL RD.,1103
MY COMMISSION EXPIRES: RUBY HOTEL SUBDIVISION ROUND ROCK,TX 78681
AND FANNIN FLATS slz-z3a-1 zoo
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FIRM REG.NO.100591-00
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