Contract - Pearlstone Holdings, LLC - 9/13/2018 Pearlstone Holdings 11 Round Rock TEDC
Planning and Community Development Project: Round Rock Water Tower
Memorandum of Understanding
This Memorandum of Understanding is not binding on Pearlstone Holdings, LLC ("Pearlstone")
or the Round Rock Transportation and Economic Development Corporation("Round Rock TEDC")or any
of their respective affiliates. Neither Pearlstone, Round Rock TEDC nor any of their respective affiliates
shall have any obligation to proceed with the transactions described herein unless and until the parties
execute and deliver binding definitive documentation. Only the legal documents as finally executed will
contain the binding terms and conditions. This Memorandum of Understanding is not a comprehensive
statement of all terms and conditions, nor will any legal documents necessarily use the exact language
included in this Memorandum of Understanding. Pearlstone, Round Rock TEDC and their respective
affiliates each reserve the right to terminate discussions at any time prior to execution of definitive
documentation. Pearlstone is the successor in interest to its affiliate Nung, LLC which holds the Land
Acquisition Contracts described below.
The Development The mixed-use development(the"Development")on the city block that includes
the Koughan Memorial Water Tower is projected to include approximately
76,000 square feet of office space, approximately 9,600 square feet of retail
space, approximately 372 parking spaces and a hotel with approximately 140
rooms and meeting facilities, as further described on the Site Plan previously
discussed by the parties.
Transaction Pearlstone, through its affiliate Nung, LLC, currently has the applicable land
Process under contract (collectively, the "Land Acquisition Contracts"). On or about
September , 2018 (the "Land Closing Date"), Pearlstone will assign the
Land Acquisition Contracts to Round Rock TEDC and Round Rock TEDC will
close on the land acquisitions pursuant to the Land Acquisition Contracts.
For the two year period after the Land Closing Date Pearlstone will have the
exclusive right to purchase (the "Purchase") the land from Round Rock TEDC
and begin the Development pursuant to a development plan approved by Round
Rock TEDC. As consideration for the Purchase,Round Rock TEDC will receive
nominal consideration from Pearlstone ($1) as well as the host of benefits
expected to flow from the Development.
Governing Law The governing law for this Memorandum of Understanding and all definitive
agreements shall be the laws of the State of Texas. Venue and jurisdiction shall
reside exclusively in the state and federal courts located in Austin, Texas.
Customary The definitive agreements will contain other material terms and conditions
Agreements agreed among the parties, will contain customary representations and warranties
and shall be subject to customary conditions for transactions of this nature.
PE L TONE HOLDI , LC ROUND ROCK TRANSPORTATION AND ECONOMIC
DEVELOPMENT CORPORATION
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