Contract - Pedcor Investments - 2016 CLX, LP - 12/13/2016 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 t?j 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 BankruptcX. 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 j day of ' 2016.
DEVELOPER:
Pedcor Investments-2016—CLX, L.P.
By:
ea.md, 1+_ 1��TK4f� Its: Sip D4y4copbdf.-�T
CITY:
ROUND Ky,�T�,EXAS
By: / / /
Alan McGraw, Mayor
Attest:
(�16� Ka�q—
Sara White, City Clerk
4.
ACKNOWLEDGMENT
STATE OF TEXAS
COUNTY OF WILLIAMSON
This instrument was acknowledged before me on 6Q,UAk6Qf E> 2016,
by Alan McGraw, Mayor of the City of Round Rock, Texas, on behalf of said city.
P .M
?g z° n v' _ Notary Public, State of Texas
N9�46*of My Commission expires: 2 d
12402ST" -0 \�`��
09-0-1
ACKNOWLEDGMENT
STATE OF TEXAS
COUNTY OF WILLIAMSON
This instrument was acknowledged before me on ' 2016,
by N4 Qr-- ,�-R of Pedcor Investments-2016—CLX, L.P, on behalf of said
limited liability company. Q ���'
sv� U�p
Notary Public, State of Texas }
My Commission expires: �• I I
\`�11111111t1i1/y���//
After recording, return to:
::pCPRY PUBIS`,::
Sheets&Crossfield, P.C.
309 East Main Street
Round Rock,Texas 78664
5. :�126586�.•Q \��
ES711iN���`\\
CERTIFICATE OF INTERESTED PARTIES FORM 1295
10f1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business, 2016-141849
Pedcor Investments-2016-CLX,L.P.
Carmel,IN United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 12/01/2016
being filed.
City of Round Rock,Texas Date Acknowledged:
3 Provide the identitication number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
Shadow Ridge Apartments
Construction of approximately 256+/-multifamily residential apartment units
Nature of interest
4 Name of Interested PartCi State Count lace of business
Party City, Country(p ) (check applicable)
Controlling I Intermediary
Pedcor Investments,A Limited Liability Company Carmel,IN United States X
Shadow Ridge Housing Company,LLC Carmel,IN United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear affirm,under penalty of perjury,that the above disclosure is true and correct.
Pedcor Investments-2016-CLX,L.P.
By: Shadow Ridge Housing Company,LLC t /(
its General Partner
By: Pedcor Investments,A Limited � i
VL
Its Manager
of authorize agent of contracting business entity
Notary Public-Seal
State of Indiana
AFFIX NOTARY STAMP/SEAL ABOVE My Commission Expires Aug 18,2018
Sworn to and subscribed before me,by the said 0 YYl CtS this the l�� day of
20_1L-1 to certify which,witness my hand and seal of office.
�(IV", a 14r--N plt-LON ROM �nT1�y - 1tJ0tA9A-
Signature of officer admini tering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-141849
Pedcor Investments-2016-CLX, L.P.
Carmel, IN United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 12/01/2016
being filed.
City of Round Rock,Texas Date Acknowledged:
12/07/2016
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
Shadow Ridge Apartments
Construction of approximately 256+/-multifamily residential apartment units
Nature of interest
4 Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
Pedcor Investments,A Limited Liability Company Carmel, IN United States X
Shadow Ridge Housing Company, LLC Carmel, IN United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said this the day of
20 ,to certify which,witness my hand and seal of office.
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277
ELECTRONICALLY RECORDED 2016120595
Williamson County, Texas Total Pages: 6
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 1'2,41'i-day of t V , 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
2016120595 Page 2 of 6
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.
2016120595 Page 3 of 6
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.
2016120595 Page 4 of 6
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 iM ice. , 2016.
DEVELOPER:
Pedcor Investments-2016—CLX, L.P.
By:
cg/4i6 1+_ L��TH Its: S'4p Divtc.aP�.iC.-�T
CITY:
ROUND r . K, TEXAS
B
01/172
Y
Alan McGraw, Mayor
Attest:
?St/AWL (A4/61 +-
Sara White, City Clerk
4.
2016120595 Page 5 of 6
ACKNOWLEDGMENT
STATE OF TEXAS
COUNTY OF WILLIAMSON
This instrument was acknowledged before me on 6Q,evalopf , 2016,
by Alan McGraw, Mayor of the City of Round Rocck, TDexas, on behalf of said city.
`\\\``►►►►uun�ri��i,, 4\4
�i �� i
```��� P�•1 M
M. SAS%,�',# h.
?g z ss n` v' - Notary Public, State of Texas
9r . •
My Commission expires: qlq IPOle
OF�
$.'••.1•24021;.e
ACKNOWLEDGMENT
STATE OF TEXAS
COUNTY OF WILLIAMSON
This instrument was acknowledged before me on • •► ":, , 2016,
byn ,s1P of Pedcor Investments-2016—CLX, L.P, on behalf of said
limited liability company. Q�Me-Ni+
vp'•'--
Notary Public, State of Texas
My Commission expires: I' •2
\`����11111111////1/4
After recording, return to: ���`\SP �WH/�F
Sheets&Crossfield, P.C.
309 East Main Street I
• •
Round Rock,Texas 78664 ; �� �� •
qTP 0 F 1�o
5. :.126586l,•a
�����ii��RES;iii0�0�\�
2016120595 Page 6 of 6
ELECTRONICALLY RECORDED
OFFICIAL PUBLIC RECORDS
2016120595
Pages: 6 Fee: $37.00
12/22/2016 02:12 PM
,
,If. i�� •I .l v ���
Nancy E. Rister,County Clerk
Williamson County,Texas