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R-13-03-28-I6 - 3/28/2013RESOLUTION NO. R -13-03-28-I6 WHEREAS, as part of the Southwest Downtown Improvement Project, the City of Round Rock (the "City") is installing underground utilities, along with new sidewalks, off-street parking, street trees and other improvements to the area (the "Project"), and WHEREAS, as a result of electrical upgrades for the Project, WGG Interests, Inc. ("WGG") will be unable to remain in business at 404 West liberty Street unless it upgrades and replaces certain electrical equipment within its property, and WHEREAS, the City has established an Economic Development Program to provide WGG a reimbursement for the replacement of certain electrical equipment at its establishment, 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 Agreement with WGG Interests, Inc., 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 RESOLVED this 28th day of March, 2013. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: %ffi/� - R&W— SARA L. WHITE, City Clerk O:\wdox\SCC1nts\0112\ 130CWNICIPAL\00267648.D0C EXHIBIT „A» ECONOMIC DEVELOPMENT AGREEMENT This Economic Development Agreement ("Agreement") is entered into this day of 2013, by and between the CITY OF ROUND ROCK, TEXAS, a Texas home rule municipal corporation ("City"), and W.G.G., INC., a Texas corporation, ("Owner"). WHEREAS, the City has adopted Resolution No. , attached as Exhibit "A" ("City Resolution"), establishing an economic development program (the "Program") which will result in positive economic benefits to the City; and WHEREAS, the purpose of this Agreement is to promote economic development as contemplated by Chapter 380 of the Texas Local Government Code, and WHEREAS, as part of the Southwest Downtown Improvement Project, the City is installing underground utilities, along with new sidewalks, off-street parking, street trees and other improvements to the area (the "Project"), and\ WHEREAS, Owner operates a Golden Chick restaurant in the area, and WHEREAS, because of electrical upgrades for the Project, Owner will not be able to remain in business unless the Owner upgrades and replaces certain equipment (the "Equipment") within Owner's property, and WHEREAS, it is in the interests of the City to provide assistance to Owner to replace the Equipment so that it will stay in business and continue to provide jobs; 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 Owner 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 Resolution, and constitutes a valid and binding obligation of the City in the event Owner proceeds with the upgrade and replacement of the Equipment. The City acknowledges that Owner is acting in reliance upon the City's performance of its obligations under this Agreement. 2. Definitions. 2.1 "Economic Incentive Payment(s)" ("EIPs") means the amount paid by the City under the Program. 2.2 "Effective Date" is the date this Agreement is executed to be effective by the City and Owner. 2.3 "Equipment Upgrade" shall be the acquisition and installation of four (4) free- standing chicken fryers and related appurtenances, as described in estimate attached hereto as Exhibit "B". 2.4 "Project" is the Southwest Downtown Improvement Project. fc-12,--lj� 3. Term. This Agreement shall become enforceable upon its Effective Date. This Agreement shall terminate after the payment of the total EIPs equal to the actual costs related to the Project. 4. Rights and Obligations of Owner. In consideration of the City's compliance with this Agreement, Owner agrees as follows: 4.1 Compliance with Development Regulations and Other Ordinances. Owner shall comply with the City's development approval processes and shall perform the Equipment Upgrade consistent with City ordinances, City -approved development regulations, and other City development requirements. 4.2 Owner Accounting. Owner shall maintain all invoicing and other records showing all expenses of any nature that City is to reimburse or pay under this Agreement. No reimbursements as described herein will be paid until such books, invoicing and other records shall be presented the duly authorized officers or agents of the City during normal business hours. 5. Rights and Obligations of the City. In consideration of Owner's compliance with this Agreement, the City agrees as follows: 5.1 Reimbursement. Subject to the conditions stated herein, the City shall pay all actual costs related to the Equipment Upgrade, but in no event more than $48,466.95 (the "Reimbursement"). The Reimbursement shall be based on actual invoices presented to the City which are directly related to Equipment Upgrade expenditures. 5.2 Time of Reimbursement. The City shall, subject to the conditions set out herein, pay the Reimbursement within the standard period of time the City normally makes such payments after receipt of an invoice for the Equipment Upgrade. Notwithstanding this paragraph, said Reimbursement shall be paid by the City within 14 days after receipt of any invoices related to the Equipment Upgrade. 5.3 Access to Restaurant. As additional consideration of Owner's compliance with this Agreement, the City agrees to make all efforts to maintain access to the Golden Chick restaurant, specifically including access to its drive-thru. In performing work on the construction project, the City will work closely with Owner to ensure that any work which limits access to the restaurant will take place during off-peak hours to minimize the impact to Owner's business. 2. 6. Miscellaneous. 6.1 Mutual Assistance. The City and Owner 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 Owner 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. Owner represents and warrants to the City that it has the requisite authority to enter into this Agreement. 6.3 Default. If the City or Owner should default in the performance of any obligations of this Agreement, the other parry 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 the City remains in default after notice and opportunity to cure, Owner shall have the right to pursue any remedy at law or in equity for the City's breach. If Owner remains in default after notice and opportunity to cure, the City's remedy shall be limited to a termination of this Agreement. 6.4 Attorney's Fees. In the event any legal action or proceeding is commenced between the City and Owner to enforce provisions of this Agreement and recover damages for breach, the prevailing party in such legal action shall be entitled to recover its reasonable attorney's fees and expenses incurred by reason of such action, to the extent allowed by law. 6.5 Entire Agreement. This Agreement contains the entire agreement between the parties. This Agreement may only be amended, altered or revoked by written instrument signed by the City and Owner. 6.6 Bindinia Effect. This Agreement shall be binding on and inure to the benefit of the parties, their respective successors and assigns. 6.7 Assignment. Owner may assign all or part of its rights and obligations to a third parry upon thirty days written notice to the City. 6.8 Amendment. This Agreement may be amended by the mutual written agreement of the parties. 6.9 Termination. In the event Owner elects not to proceed with the Project as contemplated by this Agreement, Owner shall notify the City in writing, and this Agreement and the obligations on the part of both parties shall be deemed a terminated and of no further force or effect. In addition, this Agreement shall terminate when the Reimbursement is paid in full. 6.10 Notice. Any notice and or statement required and permitted to be delivered shall be deemed delivered by actual delivery, facsimile with receipt of confirmation, or by depositing the same in the United States mail, certified with return receipt requested, postage prepaid, addressed to the appropriate party at the following addresses: Owner: Bill Glendening W.G.G., Inc. 404 West Liberty Round Rock, Texas 78664 with copy to: Wesley Prewitt Akins, Nowlin & Prewitt, L.L.P. 1516 E. Palm Valley Blvd., B-2 Round Rock, TX 78664 Ph: (512) 244-0001 Fx: (512) 244-9733 City: Steve Norwood, City Manager City of Round Rock 221 East Main St. Round Rock, TX 78664 Ph: (512) 218-5401 Fx: (512) 218-7097 with a copy to: Stephan L. Sheets, City Attorney 309 East Main St. Round Rock, TX 78664 Ph: (512) 255-8877 Fx: (512) 255-8986 Either party may designate a different address at any time upon written notice to the other party. 6.11 Interpretation. Each of the parties have 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. 4. 6.12 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. 6.13 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. 6.14 Paragrqph 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. 6.15 No Third Party Beneficiaries. This Agreement is not intended to confer any rights, privileges or causes of action upon any third party. 6.16 Force Majeure. Except as otherwise provided herein, an equitable adjustment shall be made for delay or failure in performing if such delay or failure is caused, prevented, or restricted by conditions beyond that Party's reasonable control (a `force majeure event"). A force majeure event for the purposes of this Agreement shall include, but not be limited to, acts of God, fire; explosion, vandalism; storm or similar occurrences; orders or acts of military or civil authority; litigation; changes in law, rules, or regulations outside the control of the affected Party; national emergencies or insurrections; riots; acts of terrorism; or supplier failures, shortages or breach or delay. Except as otherwise expressly provided herein, there shall be an equitable adjustment allowed for performance under this Agreement as the result of any event of force majeure. 6.17 Exhibits. The following Exhibits are attached and incorporated by reference for all purposes: Exhibit "A": City Resolution No. Exhibit `B" Description of Equipment Upgrade and costs. 6.18 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 does 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. 5. EXECUTED to be effective as of the day of , 2013 (the "Effective Date"). W.G.G,INC. By: W,,(116;��� Printed Name: ITA, Title: l� zS �ie1✓fi CITY OF ROUND ROCK, TEXAS, a Texas home rule city and municipal corporation By: Alan McGraw, Mayor APPROVED as to form: Stephan L. Sheets, City Attorney EXHIBIT "A" CITY RESOLUTION NO. RESOLUTION NO. R -13 -03 -28 - WHEREAS, the Southwest Downtown Improvements for the San Saba and Liberty Streets Project includes relocating electrical facilities, and WHEREAS, the relocation of said facilities will affect the viability of the Golden Chick Restaurant located at 404 West Liberty Street, to remain in operation, 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 by stimulating and retaining local business to the 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 WGG Interests, Inc. ("WGG") a §380.001 Program to provide WGG a reimbursement for the replacement of certain electrical equipment at its establishment, 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 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. Z:\City Clerk\CITY COUNCIL AGENDA SUMMARY SHEETS\Res. Economic Development Program for WGG Interests (00267666).DOC RESOLVED this 28th day of March, 2013. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: SARA L. WHITE, City Clerk EXHIBIT A ECONOMIC DEVELOPMENT PROGRAM The terms of the §380.001 Economic Development Program is for the City of Round to provide WGG Interests, Inc. a reimbursement for the replacement of certain electrical equipment at its establishment: The terms and provisions of this Program will be set out in more detail in the Economic Development Program Agreement of even date herewith. 3 EXHIBIT "B" Description of Equipment and Costs TEXAS SHEET METAL & STAINLESS STEEL FABRICATORS, INC. "SERVING TEXAS SINCE 1946" License# TACLB 10500E 215 W. CEVALLOS P. O. BOX 830105 SAN ANTONIO, TEXAS 78204 SAN ANTONIO, TEXAS 78283-0105 210/222-8655 FAX 210/223-8725 February 18, 2013 Golden Chick Attn: Bill Glendening 404 W Liberty Round Rock TX 78669 Ref: Remodel Work CONTRACT Order Verification and Agreement Dear Bill, We propose to perform the following work as requested: A) Furnish (4) each new chicken fryers — free standing 01) Each with a continuous filter system 02) On casters 03) With heaters for pre -warming of cooking oil in the pump 04) With safety plugs on the drain pipe B) One (1) each new F/F fryer 01) Portable stand Items C -F Total C) Remove the customers existing fryers which are currently supporting the exhaust hood, furnish a new S/S support for the hood and install it D) Disarm the fire system so that it can not be accidentally activated and re -armed when we are complete with the installation E) Per our conversation with Pete, our electrician will furnish all wiring necessary to complete the installation with separate plugs for all the fryers on the wall behind the hood and with one plug for the batter cart on one of the new fryers $ 29,246.00 NT 2,020.00 NT 660.00 NT 15,298.00 T Regulated by the Texas Department of Licensing and Regulation, P.O. Box 12157, Austin, TX 78711 1-800-803-9202 or 1-512-463-6599/www.license.state.tx.us page 2 F) All work is figured to be done overnighted with the store closing early and opening late the next day as per Pete's okay Non Taxable Subtotal Taxable Subtotal Tax on above Grand Total 31,926.00 15,298.00 1,242.95 $ 48,466.95 Title of the equipment remains with the seller until full payment has been made. Any balance of the purchase price still due and owing after delivery to the jobsite for installation of the equipment shall be due and payable at the seller's office at 215 W. Cevallos, in the City of San Antonio, Bexar County, Texas, 78204, following completion by the seller. Signed this 18th day of February , 2013 TEXAS SHEET METAL AND STAINLESS STEEL FABRICATORS, INC By:Ron Key, President ACCEPTANCE OF PROPOSAL The above prices; terms of payment, specifications, and conditions are satisfactory and are herby accepted. You are authorized to commence fabrication of the above- described equipment. Payment will be made as outlined above. Dated: By: (SIGNATURE) Title: (PRINT NAME) City of Round Rock 'ROUND ROCK TEXAS ev�ms� neon PRnSPFARY Agenda Item Summary Agenda Number: 1.6 Title: Consider a resolution authorizing the Mayor to execute a Chapter 380 Economic Development Agreement with WGG Interests, Inc. Type: Resolution Governing Body: City Council Agenda Date: 3/28/2013 Dept Director: Gary Hudder, Transportation Director Cost: $47,224.00 Indexes: RR Transportation and Economic Development Corporation (Type B) Attachments: Resolution, Exhibit "A" Text of Legislative File 13-004 The Southwest Downtown Improvements recently awarded for the San Saba and Liberty Streets Project include parking, street and utility improvements. The utility improvements include placing all overhead electrical services underground. One of the businesses along Liberty Street, the Golden Chick, currently utilizes an electric service for which ground mounted transformers are not available. If the new elctrical service with the underground utilities wre to be provided to the Golden Chick property, it would result in the electrical equipment in the Golden Chick ceasing to function, thus affecting the viability of the Golden Chick restaurant. This economic development will allow for the replacement of the fryers in the restaurant so that they are compatible with the new electrical services. Staff recommends approval. City of Round Rock Page 1 Printed on 3125/2013 d `g f I t: f p� fl„ S= yy 2 E- C d' C• S' y +l S' t Y t ECONOMIC DEVELOPMENT AGREEMENT This conomic Development Agreement ("Agreement") is entered into this %-0-3" day of 2013, by and between the CITY OF ROUND ROCK, TEXAS, a Texas home rule municipal corporation ("City"), and W.G.G., INC., a Texas corporation, ("Owner"). WHEREAS, the Cit No. ' Z5 Y has adopted Resolution � � �, attached as Exhibit "A" ("City Resolution"), establishing an economic development program (the "Program") which will result in positive economic benefits to the City; and WHEREAS, the purpose of this Agreement is to promote economic development as contemplated by Chapter 380 of the Texas Local Government Code, and WHEREAS, as part of the Southwest Downtown Improvement Project, the City is installing underground utilities, along with new sidewalks, off-street parking, street trees and other improvements to the area (the "Project"), and\ WHEREAS, Owner operates a Golden Chick restaurant in the area, and WHEREAS, because of electrical upgrades for the Project, Owner will not be able to remain in business unless the Owner upgrades and replaces certain equipment (the "Equipment") within Owner's property, and WHEREAS, it is in the interests of the City to provide assistance to Owner to replace the Equipment so that it will stay in business and continue to provide jobs; 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 Owner 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 Resolution, and constitutes a valid and binding obligation of the City in the event Owner proceeds with the upgrade and replacement of the Equipment. The City acknowledges that Owner is acting in reliance upon the City's performance of its obligations under this Agreement. 2. Definitions. 2.1 "Economic Incentive Payment(s)" ("EIPs") means the amount paid by the City under the Program. 2.2 "Effective Date" is the date this Agreement is executed to be effective by the City and Owner. 2.3 "Equipment Upgrade" shall be the acquisition and installation of four (4) free- standing chicken fryers and related appurtenances, as described in estimate attached hereto as Exhibit "B". 2.4 "Project" is the Southwest Downtown Improvement Project. IL-122-0�-n-Z 3. Term. This Agreement shall become enforceable upon its Effective Date. This Agreement shall terminate after the payment of the total EIPs equal to the actual costs related to the Project. 4. Rights and Obligations of Owner. In consideration of the City's compliance with this Agreement, Owner agrees as follows: 4.1 Compliance with Development Regulations and Other Ordinances. Owner shall comply with the City's development approval processes and shall perform the Equipment Upgrade consistent with City ordinances, City -approved development regulations, and other City development requirements. 4.2 Owner Accounting. Owner shall maintain all invoicing and other records showing all expenses of any nature that City is to reimburse or pay under this Agreement. No reimbursements as described herein will be paid until such books, invoicing and other records shall be presented the duly authorized officers or agents of the City during normal business hours. 5. Rights and Obligations of the City. In consideration of Owner's compliance with this Agreement, the City agrees as follows: 5.1 Reimbursement. Subject to the conditions stated herein, the City shall pay all actual costs related to the Equipment Upgrade, but in no event more than $48,466.95 (the "Reimbursement"). The Reimbursement shall be based on actual invoices presented to the City which are directly related to Equipment Upgrade expenditures. 5.2 Time of Reimbursement. The City shall, subject to the conditions set out herein, pay the Reimbursement within the standard period of time the City normally makes such payments after receipt of an invoice for the Equipment Upgrade. Notwithstanding this paragraph, said Reimbursement shall be paid by the City within 14 days after receipt of any invoices related to the Equipment Upgrade. 5.3 Access to Restaurant. As additional consideration of Owner's compliance with this Agreement, the City agrees to make all efforts to maintain access to the Golden Chick restaurant, specifically including access to its drive-thru. In performing work on the construction project, the City will work closely with Owner to ensure that any work which limits access to the restaurant will take place during off-peak hours to minimize the impact to Owner's business. 2. 6. Miscellaneous. 6.1 Mutual Assistance. The City and Owner 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 Owner 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. Owner represents and warrants to the City that it has the requisite authority to enter into this Agreement. 6.3 Default. If the City or Owner 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 the City remains in default after notice and opportunity to cure, Owner shall have the right to pursue any remedy at law or in equity for the City's breach. If Owner remains in default after notice and opportunity to cure, the City's remedy shall be limited to a termination of this Agreement. 6.4 Attorney's Fees. In the event any legal action or proceeding is commenced between the City and Owner to enforce provisions of this Agreement and recover damages for breach, the prevailing party in such legal action shall be entitled to recover its reasonable attorney's fees and expenses incurred by reason of such action, to the extent allowed by law. 6.5 Entire Agreement. This Agreement contains the entire agreement between the parties. This Agreement may only be amended, altered or revoked by written instrument signed by the City and Owner. 6.6 Bindin2 Effect. This Agreement shall be binding on and inure to the benefit of the parties, their respective successors and assigns. 6.7 Assignment. Owner may assign all or part of its rights and obligations to a third party upon thirty days written notice to the City. 6.8 Amendment. This Agreement may be amended by the mutual written agreement of the parties. 6.9 Termination. In the event Owner elects not to proceed with the Project as contemplated by this Agreement, Owner shall notify the City in writing, and this Agreement and the obligations on the part of both parties shall be deemed Ki terminated and of no further force or effect. In addition, this Agreement shall terminate when the Reimbursement is paid in full. 6.10 Notice. Any notice and or statement required and permitted to be delivered shall be deemed delivered by actual delivery, facsimile with receipt of confirmation, or by depositing the same in the United States mail, certified with return receipt requested, postage prepaid, addressed to the appropriate party at the following addresses: Owner: Bill Glendening W.G.G., Inc. 404 West Liberty Round Rock, Texas 78664 with copy to: Wesley Prewitt Akins, Nowlin & Prewitt, L.L.P. 1516 E. Palm Valley Blvd., B-2 Round Rock, TX 78664 Ph: (512) 244-0001 Fx: (512) 244-9733 City: Steve Norwood, City Manager City of Round Rock 221 East Main St. Round Rock, TX 78664 Ph: (512) 218-5401 Fx: (512) 218-7097 with a copy to: Stephan L. Sheets, City Attorney 309 East Main St. Round Rock, TX 78664 Ph: (512) 255-8877 Fx: (512) 255-8986 Either party may designate a different address at any time upon written notice to the other party. 6.11 Interpretation. Each of the parties have 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. 9 6.12 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. 6.13 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. 6.14 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. 6.15 No Third Party Beneficiaries. This Agreement is not intended to confer any rights, privileges or causes of action upon any third party. 6.16 Force Majeure. Except as otherwise provided herein, an equitable adjustment shall be made for delay or failure in performing if such delay or failure is caused, prevented, or restricted by conditions beyond that Party's reasonable control (a 'force majeure event"). A force majeure event for the purposes of this Agreement shall include, but not be limited to, acts of God, fire; explosion, vandalism; storm or similar occurrences; orders or acts of military or civil authority; litigation; changes in law, rules, or regulations outside the control of the affected Party; national emergencies or insurrections; riots; acts of terrorism; or supplier failures, shortages or breach or delay. Except as otherwise expressly provided herein, there shall be an equitable adjustment allowed for performance under this Agreement as the result of any event of force majeure. 6.17 Exhibits. The following Exhibits are attached and incorporated by reference for all purposes: Exhibit "A": City Resolution No. Exhibit `B" Description of Equipment Upgrade and costs 6.18 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 does 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. 5. EXECUTED to be effective as of the day of , 2013 (the "Effective Date"). APPROVED as to form: StepharkL. Sheets, City Attorney W.G.G,INC. By: Printed Name: 1u. IT Pit,- S IRe&,(- CITY OF ROUND ROCK, TEXAS, a Texas home rul it/,�7icipal corporation By: r Alan McGraw, Mayor 91 EXHIBIT "A" CITY RESOLUTION NO. RESOLUTION NO. R -13-03-28-I5 WHEREAS, the Southwest Downtown Improvements for the San Saba and Liberty Streets Project includes relocating electrical facilities, and WHEREAS, the relocation of said facilities will affect the viability of the Golden Chick Restaurant located at 404 West Liberty Street, to remain in operation, 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 by stimulating and retaining local business to the 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 WGG Interests, Inc. ("WGG") a §380.001 Program to provide WGG a reimbursement for the replacement of certain electrical equipment at its establishment, 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 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. 0:bvdox\SCC1nts\0112\ 1304\MUNICIPAI.\00267666.DOC RESOLVED this 28th day of March, 2013. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: SARA L. WHITE, City Clerk EXHIBIT A ECONOMIC DEVELOPMENT PROGRAM The terms of the §380.001 Economic Development Program is for the City of Round to provide WGG Interests, Inc. a reimbursement for the replacement of certain electrical equipment at its establishment: The terms and provisions of this Program will be set out in more detail in the Economic Development Program Agreement of even date herewith. EXHIBIT "B" Description of Equipment and Costs TEXAS SHEET METAL & STAINLESS STEEL FABRICATORS, INC. "SERVING TEXAS SINCE 1946" License# TACLB 10500E 215 W. CEVALLOS SAN ANTONIO, TEXAS 78204 210/222-8655 February 18, 2013 Golden Chick Attn: Bill Glendening 404 W Liberty Round Rock TX 78669 Ref: Remodel Work P. O. BOX 830105 SAN ANTONIO, TEXAS 78283-0105 FAX 210/223-8725 CONTRACT Order Verification and Agreement Dear Bill, We propose to perform the following work as requested: A) Furnish (4) each new chicken fryers — free standing 01) Each with a continuous filter system 02) On casters 03) With heaters for pre -warming of cooking oil in the pump 04) With safety plugs on the drain pipe B) One (1) each new F/F fryer 01) Portable stand Items C -F Total C) Remove the customers existing fryers which are currently supporting the exhaust hood, furnish a new S/S support for the hood and install it D) Disarm the fire system so that it can not be accidentally activated and re -armed when we are complete with the installation E) Per our conversation with Pete, our electrician will furnish all wiring necessary to complete the installation with separate plugs for all the fryers on the wall behind the hood and with one plug for the batter cart on one of the new fryers $ 29,246.00 NT 2,020.00 NT 660.00 NT 15,298.00 T Regulated by the Texas Department of Licensing and Regulation, P.O. Box 12157, Austin, TX 78711 1-800-803-9202 or 1-512-463-6599/www.license.state.tx.us page 2 F) All work is figured to be done overnighted with the store closing early and opening late the next day as per Pete's okay Non Taxable Subtotal Taxable Subtotal Tax on above Grand Total 31,926.00 15,298.00 1,242.95 $ 48,466.95 Title of the equipment remains with the seller until full payment has been made. Any balance of the purchase price still due and owing after delivery to the jobsite for installation of the equipment shall be due and payable at the seller's office at 215 W. Cevallos, in the City of San Antonio, Bexar County, Texas, 78204, following completion by the seller. Signed this 18th day of February , 2013 TEXAS SHEET METAL ANb STAINLESS STEEL FABRICATORS, INC By: Obi Ron Key, President ACCEPTANCE OF PROPOSAL The above prices; terms of payment, specifications, and conditions are satisfactory and are herby accepted. You are authorized to commence fabrication of the above- described equipment. Payment will be made as outlined above. bated: By: (SIGNATURE) Title: (PRINT NAME)