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R-2016-3994 - 12/13/2016 RESOLUTION NO. R-2016-3994 WHEREAS, Pedcor Investments-2016-CLX, L.P., or its successors, assigns, or affiliates ("Developer") proposes a development for affordable rental housing of up to 256 dwelling units that will be located at approximately 2250/2300 Old Settlers Boulevard East in the City of Round Rock, Williamson County, Texas; and WHEREAS, the City and Developer desire to enter into a Development Agreement to identify the responsibilities of the Developer and the City in regards to the development of such a 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 the attached Development Agreement, 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 December, 2016. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: - gmy/1- I SARA L. WHITE, City Clerk 0112.1604;00368513 EXHIBIT „A„ DEVELOPMENT AGREEMENT This Development Agreement ("the Agreement") is made by and between the CITY OF ROUND ROCK, TEXAS, (the "City") and the Pedcor Investments-2016--CLX, L.P., (the "Developer") on this day of , 2016. RECITALS WHEREAS, Developer is proposing to build/renovate an affordable housing development with up to 256 residential units (the "Project") on at approximately 2250/2300 E. Old Settlers Blvd., within the City, as shown in Exhibit"A", attached hereto, and WHEREAS, the Developer proposes to apply for financing for the Project, specifically Low Income Housing Tax Credits ("Tax Credits") from the Texas Department of Housing and Community Affairs ("TDHCA"); and WHEREAS, the Developer has, pursuant to Section 2306.67071 of the Texas Government Code, provided notice to the City of its intent to file for Tax Credits with TDHCA; and WHEREAS, the City has held a public hearing regarding the Project as required by Section 2306.67071; and WHEREAS, pursuant to Section 2306.67071, after due consideration of the information provided by the Developer, the City must decide whether to accept or object to the Developers application for Tax Credits to the TDHCA. NOW THEREFORE,the parties hereto agree as follows: ARTICLE I 1. Recitals. The City hereby finds that the Recitals stated above are true and correct. 2. No Objections. Subject to the conditions stated herein, the City hereby approves Developer's application for Tax Credits with the TDHCA. 311288 wdx/CC 3. Developer's Obligations. The Developer, in consideration of the City's approval as stated above, agrees to not pursue or make application for any ad valorem tax exemptions or abatements for the Project. 4. ARTICLE II 1. No Joint Venture. It is acknowledges and agreed by the parties that the terms of this Agreement are not intended to and shall not be deemed to create a partnership of joint venture among parties. Neither party shall have any authority to act on behalf of the other party under any circumstances. 2. Notice of Bankruptcy. In the event Developer files for bankruptcy, whether involuntarily or voluntary, Developer shall provide written notice to the City within three (3) business days of such event. 3. Authorization. Each party represents that it has full capacity and authority to grant all rights and assume all obligations that is granted and assumed under this Agreement 4. Notice. Any notice required or permitted to be delivered hereunder shall be deemed received three (3) days thereafter sent by United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the party at the address set forth below (or such other address as such party may subsequently designate in writing) or on the day actually received if sent by courier or otherwise hand delivered. If Intended for the City: City of Round Rock, Texas Attention: Laurie Hadley City Manager 221 E. Main Street Round Rock, Texas 78664 With a copy to: City of Round Rock, Texas Attention: Steve Sheets City Attorney 309 E. Main Street Round Rock, Texas 78664 2. If intended for the Developer: Craig H. Lintner SVP Development Pedcor Investments,A Limited Liability Company 770 3rd Ave. SW Carmel, IN 46032 5. Entire Agreement. This Agreement is the entire Agreement between the parties with respect to the subject matter covered in this agreement. There is no collateral oral or written agreement between parties that in any matter relates to the subject matter of this Agreement. 6. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Texas, without giving effect to any conflicts of law rule or principle that might result in the application of the laws of another jurisdiction. Venue for any action concerning the Agreement shall be in Williamson County, Texas. 7. Amendment. This Agreement may only be amended by the mutual written agreement of the parties. 8. Severability. In the event one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect other provisions, and it is the intention of the parties to this Agreement that in lieu of each provision that is found to be illegal invalid or unenforceable a provision shall be added to this Agreement which is legal, valid and enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 9. Assignment. This Agreement may not be assigned without the written consent of the City. 3. 10. Authorized to Bind. The persons who execute their signatures to this Agreement and any certifications related to this Agreement represent and agree that they are authorized to sign and bind their respective parties to all of the terms and conditions contained herein. 11. Counterparts. This Agreement may execute in counterparts. Each of the counterparts shall be deemed an original instrument, but all of the counterparts shall constitute one and the same instrument. Executed on this day of 52016. DEVELOPER: Pedcor Investments-2016—CLX, L.P. By: Its: CITY: ROUND ROCK, TEXAS By: Alan McGraw, Mayor Attest: Sara White, City Clerk 4. ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me on 2016, by Alan McGraw, Mayor of the City of Round Rock, Texas, on behalf of said city. Notary Public, State of Texas My Commission expires: ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me on 2016, by of Pedcor Investments-2016—CLX, L.P, on behalf of said limited liability company. Notary Public, State of Texas My Commission expires: After recording, return to: Sheets&Crossfield, P.C. 309 East Main Street Round Rock,Texas 78664 5.