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R-93-04-22-9A - 4/22/1993THE STATE OF TEXAS COUNTY OF WILLIAMSON . TAX ABATEMENT AGREEMENT 1 ,P 93- o'71-aa -9/9 This Tax Abatement Agreement ( "Agreement ") is entered into by and between the City of Round Rock, Texas, a home rule city and Municipal Corporation of Williamson County, Texas, duly acting herein by and through its Mayor, hereinafter referred to as "City", and Investex Financial Limited Liability Company, a Texas limited liability company, duly acting by and through its Member, hereinafter referred to as "Owner". WITNESSETH: WHEREAS, on the 8th day of April, 1993, the City Council of the City of Round Rock, Texas, passed Ordinance No. G -93- 04-08 -8A establishing Reinvestment Zone No. 5, City of Round Rock, Texas for commercial /industrial tax abatement, hereinafter referred to as "Ordinance No. G -93- 04-08 -8A ", as authorized by Chapter 312, Tax Code, V.A.T.S. as amended, hereinafter referred to as the "Code'; and WHEREAS, the City has adopted Ordinance Number 2556, which Ordinance adopted - appropriate 'guidelines' and criteria governing reinvestment zones and tax abatement agreements to be entered into by City as contemplated by the Code; and WHEREAS, in order to maintain and /or enhance the commercial /industrial economic and employment base of the City's territorial jurisdiction area, intra and extra, to the long term interest and benefit of City, in accordance with Ordinance No. 2556 and the Code; and WHEREAS, the contemplated use of the Premises, as hereinafter defined, the contemplated improvements to the Premises in the amount as set forth in this Agreement and the other terms hereof are consistent with encouraging development of said Reinvestment Zone No. 5 in accordance with the purposes for its creation and are in compliance with Ordinance No. 2556 and the guidelines and criteria adopted by City and all applicable law; and WHEREAS, the Improvements as defined below constitute a major investment within Reinvestment Zone No. 5 that will substantially increase the appraised value of property within the zone and will contribute to the retention or expansion of primary and secondary employment within City; and WHEREAS, City finds that there will be no substantial adverse affect on the provision of City services or on its tax base and the planned use of the Premises will not constitute a hazard to public safety, health, or welfare; NOW THEREFORE, the parties hereto do mutually agree as follows: 1. The property to be the subject of this Agreement shall be that property described by metes and bounds and map attached hereto as Exhibit "A" and made a part hereof and shall be hereinafter referred to as the "Premises ". 2. Owner shall promptly commence construction of the facility, described in Exhibit "B" on the Premises (hereinafter referred to as "Improvements ") with total construction cost of approximately Five Million Five Hundred Thousand dollars ($5,500,000) and to be substantially complete on or about June 1, 1994; provided, that Owner shall have such additional time to complete the Improvements as may be required in the event of "force majeure" if Owner is 2, , diligently and faithfully pursuing completion of the Improvements. For this purpose, "force majeure" shall mean any contingency or cause beyond the reasonable control of Owner including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, governmental or de facto governmental action (unless caused by intentional acts or omissions of Owner), fires, explosions or floods, and strikes. The date of completion of the Improvements shall be defined as the date a Certificate of Occupancy is issued by City based on compliance with applicable building codes and other applicable ordinances of City. 3. Owner agrees and covenants that it will diligently and faithfully in a good and workmanlike manner pursue the completion of the Improvements as a good and valuable consideration of this Agreement. Owner further covenants and agrees that all construction of the Improvements will be in accordance with all applicable state and local laws and regulations or valid waiver thereof. In further consideration, Owner shall thereafter, from the date a Certificate of Occupancy is issued until the expiration of this Agreement, continuously operate and maintain the Premises as the food manufacturing facility to be used by Michael Angelo's Gourmet Foods, Inc. and /or its successors and assigns, including subleasees (all users of such facility being hereinafter referred to as "Occupant'). 4. The Owner agrees and covenants that Owner and Occupant collectively e shall provide' employment according to the following accumulative schedule: By December 31, 1994 -100 jobs By December 31, 1995 -150 jobs By December 31, 1996 - 200 jobs By December 31, 1997 - 250 jobs By December 31, 1998 - 305 jobs By December 31, 1999 - 350 jobs 3 By December 31, 2000 - 400 jobs By December 31, 2001- 450 jobs By December 31, 2002 - 500 jobs By December 31, 2003 - 595 jobs By December 31, 2004 - 625 jobs Owner shall provide to City annual manpower reports within thirty (30) days following the end of each calendar year in the form attached as Exhibit "E" hereto. Regardless of anything contained herein to the contrary, the failure by Owner and Occupant to provide collectively the number of jobs set out in the above schedule shall not be considered an event of default as defined in paragraph 6 below, unless the number of jobs actually provided is less than seventy-five percent (75 %) of the number set out in the schedule. If the actual number of jobs provided at the end of any year is less than the scheduled number, but is seventy-five percent (75%) or more of such number, then the percentage of tax abatement for the following year as provided in paragraph 11 below shall be reduced. The percentage of tax abatement shall be reduced by subtracting the percentage that the actual number of jobs are less than the scheduled number of jobs. By way of illustration, the schedule requires 150 jobs by December 31, 1995, but if only 135 jobs.are provided, then the tax abatement for 1995 shall be reduced from 75% to 65% (i.e. 135/ = 90%, thus 75% less 10%). Similarly, the schedule requires 200 jobs by December 31,1996, but if only 160 jobs are provided, then the tax abatement for 1996 shall be reduced from 75% to 55% (i.e. 16 o /200 = 80 %, thus 75% less 20 %). Failure to provide at least seventy-five percent (75 %) of the number of jobs in any one year shown on the above schedule shall be considered an event of default of this Agreement. 5. Owner agrees and covenants that the Premises shall contain taxable personal property and equipment with an assessed value of not less than that shown on the following cumulative schedule: 4 Upon completion of the Improvements: $3 155,000. By December 31,1995 - $3,455,000 By December 31, 1996 - $3,775,000 By December 31,1997 - $4,017,000 By December 31,1998 - $4,394,000 By December 31,1999 - $4,534,000 By December 31, 2000 - $5,014,000 By December 31, 2001- $5,235,000 By December 31, 2002 - $5,556,000 By December 31, 2003 - $5,732,000 By December 31, 2004 - $6,010,000 Owner shall provide to City a statement of the value of taxable personal property and equipment within sixty (60) days following completion of the Improvements. City shall have the option of conducting an appraisal by an appraiser acceptable to City and to Owner to verify the value of said personal property and equipment. If the value determined is one hundred and five percent (105 %) or more of the value certified by Owner, then Owner shall bear the cost of the appraisal; otherwise the cost shall be born by City or any taxing unit requesting such appraisal. 6. In the event that (1) the Improvements for which an abatement has been granted are not completed in accordance with this Agreement or (2) Owner allows its ad valorem taxes owed City to become delinquent and fails to timely and properly follow the legal procedures for protest and /or contest of any such ad valorem taxes; or (3) Owner breaches any of the terms or conditions of this Agreement, then Owner shall be in default under this Agreement. In the event that Owner defaults in its performance of (1), (2), or (3) above, then City shall give Owner written notice of such default and if Owner has not cured such default within thirty (30) days of its receipt of said written notice, or, if such default cannot be cured by the payment of money and cannot with due diligence be cured within a 90 -day period owing to causes beyond the control of Owner, this Agreement may be terminated by • City. Notice shall be in writing and shall be delivered by personal delivery or certified mail to: INVESTEX FINANCIAL LIMITED LIABILITY COMPANY 13218 TAMAYO DRIVE AUSTIN, TEXAS 78729 As liquidated damages in the event of default and in accordance with Section 312.205, Tax Code, V.A.T.S., as amended, all taxes which otherwise would have been paid to City without the benefit of the abatement granted by this Agreement (but without the addition of any penalty; interest shall be charged at the statutory rate for delinquent taxes as determined by Section 33.01 of the Tax Code) will become a debt of Owner to City and shall be due, owing and paid to City within sixty (60) days of the expiration of the above mentioned applicable cure period as the sole remedy of City. City shall have all remedies for the collection of the recaptured tax revenue as provided generally in the Tax Code for the collection of delinquent property taxes. The parties acknowledge that actual damages in the event of default and = termination would be speculative and impossible to determine. r 7. City represents and warrants that the Premises do not include any property that is owned by a member of their respective councils or boards, agencies, commissions, or other governmental bodies approving, or having responsibility for the approval of, this Agreement. 8. The terms and conditions of this Agreement are binding upon the successors and assigns of all parties hereto. Except as provided below, this Agreement cannot be assigned by Owner unless written permission is first granted by City, which permission shall not be unreasonably withheld. Regardless of the 6 foregoing, it is agreed that Owner shall have the right to assign this Agreement to Michael Angelo's Gourmet Foods, Inc. upon thirty (30) days written notice to City, subject to the provisions below. Any assignment shall provide that the assignee shall irrevocably and unconditionally assume all duties and obligations of Owner as set out in this Agreement. No assignment shall be approved if the assignor or assignee is indebted to City for ad valorem taxes or other obligations. 9. It is understood and agreed between the parties that Owner, in performing its obligations hereunder, is acting independently of City, and City assumes no responsibilities or liabilities in connection therewith to third parties. Owner agrees to indemnify and hold City harmless from any and all kinds of claims, losses, damages, injuries, suits, or judgments. 10. Owner further agrees that City, its agents and employees, shall have reasonable right of access to the Premises to inspect the Improvements in order to insure that the construction of the Improvements are in accordance with this Agreement and all applicable state and local laws and regulations or valid waiver thereof. After completion of the Improvements, City shall have the continuing right to inspect the Premises to insure that the Premises are thereafter maintained and operated in accordance with this Agreement. 11. Subject to the terms and conditions of this Agreement, and subject to the rights of holders of any currently outstanding bonds of City, a portion of ad valorem real and personal property taxes from the Premises, including, without limitation the Improvements and all taxable personal property and equipment located on the Premises, otherwise owed to City by Owner (by any Occupant as a 7 partial assignee of Owner's rights hereunder) shall be abated. City hereby acknowledges that they are not aware of any terms or conditions of any outstanding bonds which would invalidate this Agreement. Said abatement shall be an amount equal to the below- stated percentages of the taxes otherwise assessed by City upon the increased taxable value of the Premises over the actual taxable value of the Premises in the year in which this Agreement is executed (which is agreed to be $708,207.00), in accordance with the terms of this Agreement and all applicable state and local regulations. The percentages of abatements are as follows: Year 1994 Year 1995 Year 1996 Year 1997 Year 1998 75% abatement 75% abatement 75% abatement 75% abatement 75% abatement Year 1999 Year 2000 Year 2001 Year 2002 Year 2003 75% abatement 75% abatement 75% abatement 75% abatement 75% abatement These abatements shall be for 10 years beginning January 1, 1994. 12. Owner agrees and covenants that the attached application for tax abatement (Exhibit "C ") is a part of this Agreement, and Owner further warrants that the information provided in that application is true and correct and that any materially false or misleading information that is provided to the taxing M r , 5 jurisdictions may be' grounds for termination`of this Agreement with possible liability for recovery of abated taxes. • 13. It is understood and agreed by City and Owner that if the Premises have been designated and taxed as agricultural land pursuant to Chapter 23, Subchapter C, Tax Code, V.A.T.S., that this Agreement shall not be effective and no abatement granted until Owner has removed the agricultural use designation and all taxes due 8 pursuant to Section 23.55, Tax Code, V.A.T.S., as amended, (roll back taxes) have been paid. 14. This Agreement was authorized by Resolution of the City Council of City at its Council meeting on the 22nd day of April, 1993, authorizing the Mayor of City to execute the Agreement on behalf of City. 15. This Agreement was entered into by Owner pursuant to authority granted by all Members on the 19th day of April, 1993, whereby the undersigned Member was authorized to execute this Agreement on behalf of Owner, a copy of which authorization is attached hereto as Exhibit D. 18. This shall constitute a valid and binding Agreement between City and Owner when executed in accordance herewith. 19. ' This Agreement is performable in Williamson County, Texas. • Witness our hands this 22nd day of April, 1993. EST: - nne Land, City Secretary VED AS T( FORM: Steph Sheets, City Attorney CITY _OF ROUND R )CKj TEXAS By: 71 9 Mike Robinson, Mayor • .. REINVESTMENT ZONE #5 APPROVED AS TO FORM: Attorney for Investex Financial Liability Company INVESTEX FINANCIAL LIMITED IA LIABILI CO By: V J L . PARKER (Member) 10 EXHIBIT "A" LAND Lot 1, CORRIDOR PARK I, a subdivision in Travis County, Texas, according to the map or plat thereof recorded in Volume 85, Pages 65D, 66A and 66B, Plat Records of Travis County, Texas; SAVE AND EXCEPT LOT 1A, A 0.92 ACRE RESUBDIVISION OF LOT 1 CORRIDOR PARK I, a subdivision in Travis County, Texas, according to the map or plat thereof recorded in Volume 85, pages 180A and 180B, Plat Records of Travis County, Texas; and FURTHER SAVE AND EXCEPT Lots 1 and 2, RESUBDIVISION OF LOT 1, CORRIDOR PARK I, a subdivision in Travis County, Texas, according to the map or plat thereof recorded in Volume 85, Pages 185C and 185D, Plat Records of Travis County, Texas (hereinafter referred to as the "Lot 1 Remainder "); SAVE AND EXCEPT, that certain 4.459 acre tract of the Lot 1 Remainder, which is also the most northly part of the Lot 1 Remainder, that lies at the intersection of Jarrett Way and Corridor Drive and which is cut off from the rest of the Lot 1 Remainder by Lots 1 and 2, RESUBDIVISION OF LOT 1, CORRIDOR PARK I, a subdivision in Travis County, Texas, according to the map or plat thereof recorded in Volume 85, Pages 185C and 185D, Plat Records of Travis County. ,11 Approximately 125,000 square food processing facility induding executive offices. EXHIBIT "B" Description of Improvements To Be Constructed 12 This is to certify that the statements contained herein are true and correct. The signers hereof are authorized to make these statements on behalf of the applicant. The filing of this document acknowledges familiarity and conformance with guidelines and criteria for granting tax abatement. This application will become part of the agreement which shall be enforceable and binding on the applicant. False representations will be grounds for terminating the agreement. Any such false statements shall be considered a default which renders the agreement void. This application should be filed with the City Manager of the City of Round Rock, 221 East Main Street, Round Rock, Texas 78664. APPLICANT INFORMATION: • ' DATE: March 16, 1993 A. Company Name: ., � INVESTEX FINANCIAL LIMITED LIABILITY COMPANY APPLICATION FOR TAX ABATEMENT EXHIBIT "C" 13218 Tamayo Drive Austin, Texas 78729 IL - PROTECT INFORMATION:. B. " Address: . A. Description of area to be designated as reinvestment zone: (attach map) 34+ Acres comprising Lot 1 (Corridor Park I), Bk 85, pgs. 65D - 66B, William Bratton Survey #103, Travis County, Texas. B. Description of eligible improvements (real property) to be constructed: Initially, a 125,000+ square foot food processing facility and executive offices. C. Current assessed value: $708,207.00 D. Estimated value of eligible improvements: Total Equipment Costs: Total Building Costs: $3,155,000.00 $5,500,000.00 13 E. Description of ineligible (taxable) property to be induded in project: N/A F. Estimated value of ineligible property: N/A G. Estimated value of site as of January 1 preceding abatement agreement: (1) Land: $708,207.00 (2) Improvements: N/A (3) Personal Property: N/A H. This project is: (41) () () A New Plant An Expansion A Modernization If Modernization: Estimated economic life of existing plant N/A years Added economic life from modernization: N/A years I. Tax abatement requested: 75% of eligible property for year 1 75% of eligible property for year 2 75% of eligible property for year 3 75% of eligible property for year 4 75% of eligible property for year 5 III. ECONOMIC INFORMATION: A. Construction Estimates: (1) Commencement Date: (2) Completion Date: (3) Number of Construction Jobs: 14 75% of eligible property for year 6 75% of eligible property for year 7 75% of eligible property for year 8 75% of eligible property for year 9 75% of eligible property for year 10 July 1, 1993 June 1, 1994 50 , B. Estimated number of jobs to be created: • Projected Annual Local Transfer Total Salaries 1. December 31, 1994 80 20 100 1,372,800.00 2. December 31, 1995 140 10 150 2,059,200.00 3. December 31,1996 200 — 200 2,745,600.00 4. December 31,1997 250 — 250 3,432,000.00 5. December 31, 1998 305 — 305 4,187,040.00 6. December 31, 1999 350 — 350 4,804,800.00 7. December 31, 2000 400 — 400 5,491,200.00 8. December 31, 2001 450 — 450 6,177,600.00 9. December 31, 2002 500 — 500 6,864,000.00 10. December 31, 2003 595 — 595 8,374,080.00 C Other estimated taxes generated by project: (1) Sales Taxes: $0.00 (wholesale) (2) Other (Identify)_ Sales and Use Taxes on Equipment • Purchases - $ D. The proposed reinvestment zone is located in: (1) City: ' Round Rock (2) County: Travis (3) School District : Round Rock Independent School District ' (4) Other Taxing Jurisdiction: a Travis County Education District (not eligible to enter into Tax Abatement Agreement) Signa of Authorized Company Official TOHN L. PARKER, MEMBER Name and Title of Authorized Company Official Company Representative to be contacted: John L. Parker Investex Financial Limited Liability Company 13218 Tamayo Drive Austin, Texas 78729 (512) 219 -8908 15 $45508,320.00 Upon receipt of the application, the City of Round Rock may also require copies of the latest annual stockholders report, audited financial statements, bank references, and any other information required to evaluate the application. All information that the applicant designates as confidential shall not be subject to public disclosure and all copies of such information shall be returned to applicant by the city of Round Rock prior to execution of the tax abatement agreement. a 16 STATE OF TEXAS COUNTY OF WILLIAMSON . VERIFICATION BEFORE ME, the undersigned Notary Public, on this day personally appeared TOHN L. PARKER, Member of INVESTEX FINANCIAL LIMITED LIABILITY COMPANY (Owner), being by me duly sworn on his oath deposed and said that he is duly qualified and authorized in all respects to make this affidavit; that he has read the above and foregoing Application For Tax Abatement; and that every statement contained in the Application is within his knowledge and true and correct. SUBSCRIBED AND SWORN TO BEFORE ME on th y ' - day of April, 1993, to certify which witness my hand and official seal. 11[ )L l i Not a Public, State of Texas Printe Name: My Commission Expires: .r 17 STATE OF TEXAS § § COUNTY OF WILLIAMSON § EXHIBIT "D" CERTIFICATE OF ADOPTION AND RESOLUTION I, John L. Parker, Member of Investex Financial Limited Liability Company, a company duly authorized and existing under the laws of the State of Texas, do hereby certify that the following resolutions appear in the records of the corporation, and that said resolutions were unanimously adopted by unanimous consent of the Members of Investex Financial Limited Liability Company on April 19, 1993, and that said resolutions have not been rescinded, amended, or modified: "RESOLVED, that John L. Parker be and hereby ,is, authorized to enter into a Tax Abatement Agreement by and between the City of Round Rock for the abatement of certain property taxes in conjunction with the company constructing it's facilities located at Lot 1, Corridor Park I, Round Rock, Texas, to be used as the food manufacturing facility to be used by Michael Angelo's Gourmet Foods, Inc. . c FURTHER RESOLVED, that John L. Parker be, and he hereby is, authorized to enter into and execute said Tax Abatement Agreement on behalf of the company with such changes or modifications as he may deem appropriate and deeds and he is hereby authorized and directed to do and perform any and all acts and deeds and to execute any additional documents necessary to effectuate the intent and purpose of the preceding resolution." IN WITNESS WHERE OF, I have hereunto set my hand on this the 22nd day of April, 1993. JO L. PARKER, Member In tex Financial Limited Liability Company 18 EXHIBIT "E" MANPOWER REPORT I, of Michael Angelo's Gourmet Foods, Inc. (Occupant) do certify that on December 31, 19_ there were individuals employed at Michael Angelo's Gourmet Foods, Inc. Date: Signature: STATE OF TEXAS COUNTY OF WILLIAMSON . Title: BEFORE ME, the undersigned Notary Public, on this day personally appeared i of Michael Angelo's Gourmet Foods, Inc., (Occupant), being by me duly sworn on his oath deposed and said that he is duly qualified and authorized in all respects to make this affidavit; and that every statement contained in the Manpower Report is within his knowledge and true and correct. SUBSCRIBED AND SWORN TO BEFORE ME on the _ day of 19 to certify which witness my hand and official seal. 19 Notary Public, State of Texas Printed Name: My Commission Expires: ATTEST: NNE LAND, City Secretary RESOLUTION NO. £- 93-0 - c2U — WHEREAS, the City Council of Round Rock, Texas, on the 8th day of April, 1993 in Ordinance No. 6 4 - og-gA created the Reinvestment Zone No. Fiye, City of Round Rock, Texas, and WHEREAS, in accordance with the Property Redevelopment Tax Abatement Act, Chapter 312, Tax Code of the State of Texas, as amended, the City desires to enter into a tax abatement agreement with Investex LLC regarding property located in said Reinvestment Zone, Now Therefore, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized to sign on behalf of the City the Tax Abatement Agreement attached hereto and incorporated herein for all purposes. RESOLVED this as nd day of a ' 1993. MIKE ROBINSON, Mayor City of Round Rock, Texas THE STATE OF TEXAS COUNTY OF WILLIAMSON . TAX ABATEMENT AGREEMENT This Tax Abatement Agreement ( "Agreement ") is entered into by and between the City of Round Rock, Texas, a home rule city and Municipal Corporation of Williamson County, Texas, duly acting herein by and through its Mayor, hereinafter referred to as "City", and Investex Financial Limited Liability Company, a Texas limited liability company, duly acting by and through its Member, hereinafter referred to as "Owner ". WITNESSETH: WHEREAS, on the 8th day of April, 1993, the City Council of the City of Round Rock, Texas, passed Ordinance No. G- 93- 04 -08 -8A establishing Reinvestment Zone No. 5, City of Round Rock, Texas for commercial /industrial tax abatement, hereinafter referred to as "Ordinance No. G- 93- 04- 08 -8A", as authorized by Chapter 312, Tax Code, V.A.T.S. as amended, hereinafter referred to as the "Code'; and WHEREAS, the City has adopted Ordinance Number 2556, which Ordinance adopted appropriate guidelines and criteria governing reinvestment zones and tax abatement agreements to be entered into by City as contemplated by the Code; and WHEREAS, in order to maintain and /or enhance the commercial /industrial economic and employment base of the City's territorial jurisdiction area, intra and extra, to the long term interest and benefit of City, in accordance with Ordinance No. 2556 and the Code; and 1 WHEREAS, the contemplated use of the Premises, as hereinafter defined, the contemplated improvements to the Premises in the amount as set forth in this Agreement and the other terms hereof are consistent with encouraging development of said Reinvestment Zone No. 5 in accordance with the purposes for its creation and are in compliance with Ordinance No. 2556 and the guidelines and criteria adopted by City and all applicable law; and WHEREAS, the Improvements as defined below constitute a major investment within Reinvestment Zone No. 5 that will substantially increase the appraised value of property within the zone and will contribute to the retention or expansion of primary and secondary employment within City; and WHEREAS, City finds that there will be no substantial adverse affect on the provision of City services or on its tax base and the planned use of the Premises will not constitute a hazard to public safety, health, or welfare; NOW THEREFORE, the parties hereto do mutually agree as follows: 1. The property to be the subject of this Agreement shall be that property described by metes and bounds and map attached hereto as Exhibit "A" and made a part hereof and shall be hereinafter referred to as the 'Premises ". 2. Owner shall promptly commence construction of the facility, described in Exhibit "B" on the Premises (hereinafter referred to as "Improvements ") with total construction cost of approximately Five Million Five Hundred Thousand dollars ($5,500,000) and to be substantially complete on or about June 1, 1994; provided, that Owner shall have such additional time to complete the Improvements as may be required in the event of "force majeure" if Owner is 2 diligently and faithfully pursuing completion of the Improvements. For this purpose, "force majeure" shall mean any contingency or cause beyond the reasonable control of Owner including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, governmental or de facto governmental action (unless caused by intentional acts or omissions of Owner), fires, explosions or floods, and strikes. The date of completion of the Improvements shall be defined as the date a Certificate of Occupancy is issued by City based on compliance with applicable building codes and other applicable ordinances of City. 3. Owner agrees and covenants that it will diligently and faithfully in a good and workmanlike manner pursue the completion of the Improvements as a good and valuable consideration of this Agreement. Owner further covenants and agrees that all construction of the Improvements will be in accordance with all applicable state and local laws and regulations or valid waiver thereof. In further consideration, Owner shall thereafter, from the date a Certificate of Occupancy is issued until the expiration of this Agreement, continuously operate and maintain the Premises as the food manufacturing facility to be used by Michael Angelo's Gourmet Foods, Inc. and /or its successors and assigns, including subleasees (all users of such facility being hereinafter referred to as "Occupant'). 4. The Owner agrees and covenants that Owner and Occupant collectively shall provide employment according to the following accumulative schedule: By December 31, 1994 -100 jobs By December 31, 1995 -150 jobs By December 31, 1996 - 200 jobs By December 31, 1997 - 250 jobs By December 31,1998 - 305 jobs By December 31, 1999 - 350 jobs 3 By December 31, 2000 - 400 jobs By December 31, 2001 - 450 jobs By December 31, 2002 - 500 jobs By December 31, 2003 - 595 jobs By December 31, 2004 - 625 jobs Owner shall provide to City annual manpower reports within thirty (30) days following the end of each calendar year in the form attached as Exhibit "E" hereto. Regardless of anything contained herein to the contrary, the failure by Owner and Occupant to provide collectively the number of jobs set out in the above schedule shall not be considered an event of default as defined in paragraph 6 below, unless the number of jobs actually provided is less than seventy -five percent (75%) of the number set out in the schedule. If the actual number of jobs provided at the end of any year is less than the scheduled number, but is seventy-five percent (75%) or more of such number, then the percentage of tax abatement for the following year as provided in paragraph 11 below shall be reduced. The percentage of tax abatement shall be reduced by the same percentage that the actual number of jobs are less than the scheduled number of jobs. By way of illustration, the schedule requires 150 jobs by December 31, 1995, but if only 135 jobs are provided, then the tax abatement for 1995 shall be reduced from 75% to 65% (i.e. 135 / lso = 90 %, thus 75% less 10 %). Similarly, the schedule requires 200 jobs by December 31,1996, but if only 160 jobs are provided, then the tax abatement for 1996 shall be reduced from 75% to 60% (i.e. 160 /200 = 80 %, thus 75% less 20 %). Failure to provide at least seventy-five percent (75 %) of the number of jobs in any one year shown on the above schedule shall be considered an event of default of this Agreement. 5. Owner agrees and covenants that the Premises shall contain taxable personal property and equipment with an assessed value of not less than that shown on the following cumulative schedule: 4 Upon completion of the Improvements: $3,155,000. By December 31, 1995 - $3,455,000 By December 31,1996 - $3,775,000 By December 31, 1997 - $4,017,000 By December 31, 1998 - $4,394,000 By December 31, 1999 - $4,534,000 5 By December 31, 2000 - $5,014,000 By December 31, 2001 - $5,235,000 By December 31, 2002 - $5,556,000 By December 31, 2003 - $5,732,000 By December 31, 2004 - $6,010,000 Owner shall provide to City a statement of the value of taxable personal property and equipment within sixty (60) days following completion of the Improvements. City shall have the option of conducting an appraisal by an appraiser acceptable to City and to Owner to verify the value of said personal property and equipment. If the value determined is one hundred and five percent (105%) or more of the value certified by Owner, then Owner shall bear the cost of the appraisal; otherwise the cost shall be born by City or any taxing unit requesting such appraisal. 6. In the event that (1) the Improvements for which an abatement has been granted are not completed in accordance with this Agreement or (2) Owner allows its ad valorem taxes owed City to become delinquent and fails to timely and properly follow the legal procedures for protest and /or contest of any such ad valorem taxes; or (3) Owner breaches any of the terms or conditions of this Agreement, then Owner shall be in default under this Agreement. In the event that Owner defaults in its performance of (1), (2), or (3) above, then City shall give Owner written notice of such default and if Owner has not cured such default within thirty (30) days of its receipt of said written notice, or, if such default cannot be cured by the payment of money and cannot with due diligence be cured within a 90 -day period owing to causes beyond the control of Owner, this Agreement may be terminated by City. Notice shall be in writing and shall be delivered by personal delivery or certified mail to: INVESTEX FINANCIAL LLC 13218 TAMAYO DRIVE AUSTIN, TEXAS 78729 As liquidated damages in the event of default and in accordance with Section 312.205, Tax Code, V.A.T.S., as amended, all taxes which otherwise would have been paid to City without the benefit of the abatement granted by this Agreement (but without the addition of any penalty; interest that shall be charged at the statutory rate for delinquent taxes as determined by Section 33.01 of the Tax Code) will become a debt of Owner to City and shall be due, owing and paid to City within sixty (60) days of the expiration of the above mentioned applicable cure period as the sole remedy of City. City shall have all remedies for the collection of the recaptured tax revenue as provided generally in the Tax Code for the collection of delinquent property taxes. The parties acknowledge that actual damages in the event of default and termination would be speculative and impossible to determine. 7. City represents and warrants that the Premises do not include any property that is owned by a member of their respective councils or boards, agencies, commissions, or other governmental bodies approving, or having responsibility for the approval of, this Agreement. 8. The terms and conditions of this Agreement are binding upon the successors and assigns of all parties hereto. Except as provided below, this Agreement cannot be assigned by Owner unless written permission is first granted by City, which permission shall not be unreasonably withheld. Regardless of the 6 foregoing, it is agreed that Owner shall have the right to assign this Agreement to Michael Angelo's Gourmet Foods, Inc. upon thirty (30) days written notice to City, subject to the provisions below. Any assignment shall provide that the assignee shall irrevocably and unconditionally assume all duties and obligations of Owner as set out in this agreement. No assignment shall be approved if the assignor or assignee is indebted to City for ad valorem taxes or other obligations. 9. It is understood and agreed between the parties that Owner, in performing its obligations hereunder, is acting independently of City, and City assumes no responsibilities or liabilities in connection therewith to third parties. Owner agrees to indemnify and hold City harmless from any and all kinds of claims, losses, damages, injuries, suits, or judgments. 10. Owner further agrees that City, its agents and employees, shall have reasonable right of access to the Premises to inspect the Improvements in order to insure that the construction of the Improvements are in accordance with this Agreement and all applicable state and local laws and regulations or valid waiver thereof. After completion of the Improvements, City shall have the continuing right to inspect the Premises to insure that the Premises are thereafter maintained and operated in accordance with this Agreement. 11. Subject to the terms and conditions of this Agreement, and subject to the rights of holders of any outstanding bonds of City, a portion of ad valorem real and personal property taxes from the Premises, including, without limitation the Improvements and all taxable personal property and equipment located on the Premises, otherwise owed to City by Owner (by any Occupant as a partial assignee of 7 Owner's rights hereunder) shall be abated. City hereby acknowledges that they are not aware of any terms or conditions of any outstanding bonds which would invalidate this Agreement. Said abatement shall be an amount equal to the below- stated percentages of the taxes otherwise assessed by City upon the increased taxable value of the Premises over the actual taxable value of the Premises in the year in which this Agreement is executed, in accordance with the terms of this Agreement and all applicable state and local regulations. The percentages of abatements are as follows: Year 1994 75% abatement Year 1995 75% abatement Year 1996 75% abatement Year 1997 75% abatement Year 1998 75% abatement 8 Year 1999 Year 2000 Year 2001 Year 2002 Year 2003 75% abatement 75% abatement 75% abatement 75% abatement 75% abatement These abatements shall be for 10 years beginning January 1, 1994. 12. Owner agrees and covenants that the attached application for tax abatement (Exhibit "C) is a part of this Agreement, and Owner further warrants that the information provided in that application is true and correct and that any materially false or misleading information that is provided to the taxing jurisdictions may be grounds for termination of this Agreement with possible liability for recovery of abated taxes. 13. It is understood and agreed by City and Owner that if the Premises have been designated and taxed as agricultural land pursuant to Chapter 23, Subchapter C, Tax Code, V.A.T.S., that this Agreement shall not be effective and no abatement granted until Owner has removed the agricultural use designation and all taxes due pursuant to Section 23.55, Tax Code, V.A.T.S., as amended, (roll back taxes) have been paid. 14. This Agreement was authorized by Resolution of the City Council of City at its Council meeting on the day of , 1993, authorizing the Mayor of City to execute the Agreement on behalf of City. 15. This Agreement was entered into by Owner pursuant to authority granted by all Members on the day of , 1993, whereby the undersigned Member was authorized to execute this Agreement on behalf of Owner, a copy of which authorization is attached hereto as Exhibit "D ". 18. This shall constitute a valid and binding Agreement between City and Owner when executed in accordance herewith. 19. This Agreement is performable in Williamson County, Texas. Witness our hands this day of , 19 . ATTEST: CITY OF ROUND ROCK, TEXAS By: Joanne Land, City Secretary Mike Robinson, Mayor APPROVED AS TO FORM: Stephan L. Sheets, City Attorney 9 APPROVED AS TO FORM: Attorney for Investex Financial Liability Company INVESTEX FINANCIAL LIMITED LIABILITY COMPANY By: JOHN L. PARKER (Member) 10 EXHIBIT "A" LAND Lot 1, CORRIDOR PARK I, a subdivision in Travis County, Texas, according to the map or plat thereof recorded in Volume 85, Pages 65D, 66A and 6613, Plat Records of Travis County, Texas; SAVE AND EXCEPT Lot 1A, a 0.92 acre RESUBDIVISION OF LOT 1 CORRIDOR PARK I, a subdivision in Travis County, Texas, according to the map or plat thereof recorded in Volume 85, pages 180A and 18013, Plat Records of Travis County, Texas; and FURTHER SAVE AND EXCEPT Lots 1 and 2, RESUBDIVISION OF LOT 1, CORRIDOR PARK I, a subdivision in Travis County, Texas, according to the map or plat thereof recorded in Volume 85, Pages 185C and 185D, Plat Records of Travis County, Texas (hereinafter referred to as the "Lot 1 Remainder "); SAVE AND EXCEPT, that certain 4.459 acre tract of the Lot 1 Remainder, which is also the most northly part of the Lot 1 Remainder, that lies at the intersection of Jarrett Way and Corridor Drive and which is cut off from the rest of the Lot 1 Remainder by Lots 1 and 2, RESUBDIVISION OF LOT 1, CORRIDOR PARK I, a subdivision in Travis County, Texas, according to the map or plat thereof recorded in Volume 85, Pages 185C and 185D, Plat Records of Travis County. 11 EXHIBIT "B" Description of Improvements To Be Constructed Approximately 125,000 square food processing facility including executive offices. 12 This is to certify that the statements contained herein are true and correct. The signers hereof are authorized to make these statements on behalf of the applicant. The filing of this document acknowledges familiarity and conformance with guidelines and criteria for granting tax abatement. This application will become part of the agreement which shall be enforceable and binding on the applicant. False representations will be grounds for terminating the agreement. Any such false statements shall be considered a default which renders the agreement void. This application should be filed with the City Manager of the City of Round Rock, 221 East Main Street, Round Rock, Texas 78664. I. APPLICANT INFORMATION: DATE: March 16, 1993 A. Company Name: INVESTEX FINANCIAL LIMITED LIABILITY COMPANY B. Address: 13218 Tamayo Drive Austin, Texas 78729 II. PROTECT INFORMATION: A. Description of area to be designated as reinvestment zone: (attach map) Lot 1 (Corridor park I), Bk 85, pgs. 65D - 66B, William Bratton Survey #103, Travis County, Texas, comprising 34+ acres. B. Description of eligible improvements (real property) to be constructed: Initially, a 125,000+ square foot food processing facility and executive offices. C. Current assessed value: $708,207.00 D. Estimated value of eligible improvements: Total Equipment Costs: Total Building Costs: EXHIBIT "C" APPLICATION FOR TAX ABATEMENT $3,155,000.00 $5,500,000.00 13 E. Description of ineligible (taxable) property to be included in project: N/A F. Estimated value of ineligible property: N/A G. Estimated value of site as of January 1 preceding abatement agreement: (1) Land: $708,207.00 (2) Improvements: N/A (3) Personal Property: N/A H. This project is: ('l) ( ) ( ) A New Plant An Expansion A Modernization If Modernization: Estimated economic life of existing plant N/A years Added economic life from modernization: N/A years L Tax abatement requested: 75% of eligible property for year 1 75% of eligible property for year 2 75% of eligible property for year 3 75% of eligible property for year 4 75% of eligible property for year 5 III. ECONOMIC INFORMATION: A. Construction Estimates: (1) Commencement Date: July 1, 1993 (2) Completion Date: June 1, 1994 (3) Number of Construction Jobs: 50 14 75% of eligible property for year 6 75% of eligible property for year 7 75% of eligible property for year 8 75% of eligible property for year 9 75% of eligible property for year 10 B. Estimated number of jobs to be created: Projected Annual Local Transfer Total Salaries 1. December 31, 1994 80 20 100 1,372,800.00 2. December 31, 1995 140 10 150 2,059,200.00 3. December 31, 1996 200 — 200 2,745,600.00 4. December 31, 1997 250 — 250 3,432,000.00 5. December 31, 1998 305 — 305 4,187,040.00 6. December 31,1999 350 — 350 4,804,800.00 7. December 31, 2000 400 — 400 5,491,200.00 8. December 31, 2001 450 — 450 6,177,600.00 9. December 31, 2002 500 — 500 6,864,000.00 10. December 31, 2003 595 — 595 8,374,080.00 $45,508,320.00 C. Other estimated taxes generated by project: (1) Sales Taxes: (2) Other (Identify): Sales and Use Taxes on Equipment Purchases - $ D. The proposed reinvestment zone is located in: (1) City: Round Rock (2) County: Travis (3) School District: Round Rock Independent School District (4) Other Taxing Jurisdiction: Travis County Education District (not eligible to enter into Tax Abatement Agreement) Signature of Authorized Company Official Name and Title of Authorized Company Official Company Representative to be contacted: Larry Parker Investex Financial LLC 13218 Tamayo Drive Austin, Texas 78729 (512) 219 -8908 15 Upon receipt of the application, the City of Round Rock may also require copies of the latest annual stockholders report, audited financial statements, bank references, and any other information required to evaluate the application. 16 STATE OF TEXAS COUNTY OF WILLIAMSON . VERIFICATION BEFORE ME, the undersigned Notary Public, on this day personally appeared Member of (Owner), being by me duly sworn on his oath deposed and said that he is duly qualified and authorized in all respects to make this affidavit; that he has read the above and foregoing Application For Tax Abatement; and that every statement contained in the Application is within his knowledge and true and correct. SUBSCRIBED AND SWORN TO BEFORE ME on the day of 19 to certify which witness my hand and official seal. 17 Notary Public, State of Texas Printed Name: My Commission Expires: STATE OF TEXAS COUNTY OF WILLIAMSON § EXHIBIT "D" CERTIFICATE OF ADOPTION AND RESOLUTION I, of Investex Financial LLC, a corporation duly authorized and existing under the laws of the State of Texas, do hereby certify that the following resolutions appear in the records of the corporation, and that said resolutions were unanimously adopted by unanimous consent of the Members of Investex Financial LLC on , 1993, and that said resolutions have not been rescinded, amended, or modified: "RESOLVED, that be and hereby is, authorized to enter into a Tax Abatement Agreement by and between the City of Round Rock and Williamson County for the abatement of certain property taxes in conjunction with the corporation constructing it's facilities located at , Round Rock, Texas, to be used for FURTHER RESOLVED, that be, and he hereby is, authorized to enter into and execute said Tax Abatement Agreement on behalf of the corporation with such changes or modifications as he may deem appropriate and deeds and he is hereby authorized and directed to do and perform any and all acts and deeds and to execute any additional documents necessary to effectuate the intent and purpose of the preceding resolution." IN WITNESS WHERE OF, I have hereunto set my hand on this the day of ,1993. /Name) STitle) Investex Financial LLC 18 EXHIBIT "E" Manpower Report 19 REINVESTMENT ZONE #5 :THR' 3 W. SPEAR AUSTIN 11■00.1 C11. DATE: April 20, 1993 SUBJECT: City Council Meeting, April 22, 1993 ITEM: 9.A. Consider a resolution authorizing the Mayor to enter into a tax abatement agreement with Investex LLC. STAFF RESOURCE PERSON: Joe Vining STAFF RECOMMENDATION: Approval The attached tax abatement agreement will provide a 75% tax abatement for a ten year period for new development and improvements proposed for 35.392 acres of land located in Corridor Park 1. The proposed development is a food processing facility. Annual City Ad Valorem Percentage of Property & Abatement YEAR Abatement Equipment (.62459) 1994 75% 8,655,000.00 $40,543.70 1995 75% 8,655,000.00 $40,543.70 1996 75% 8,655,000.00 $40,543.70 1997 75% 8,655,000.00 $40,543.70 1998 75% 8,655,000.00 $40,543.70 1999 75% 8,655,000.00 $40,543.70 2000 75% 8,655,000.00 $40,543.70 2001 75% 8,655,000.00 $40,543.70 2002 75% 8,655,000.00 $40,543.70 2003 75% 8,655,000.00 $40,543.70 Total 10 yr. Abatement: $435,437.00 ECONOMIC IMPACT: This company will provide 595 jobs and a cumulative payroll of $45M by the year 2003.