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STATE OF TEXAS
$
$
COUNTY OF DALLAS
as a
as the
authorized representatives.
WITNESSETII
WHEREAS, the Company owns or is under contract to purchase the real property and
improvements located at 760 South Central Expressway, Richardson, Texas, and709,715, and
747 South Floyd Road, Richardson, Texas, more particularly described in Exhibit "4" (the
"Company Site"); and
WHERLAS, the City owns the real property and improvements located at 750 and 758
South Central Expressway, Richardson, Texas, more particularly described in s!ij1_"8,"
which is located within City of Richardson Tax Increment Financing Reinvestment Zone No.
One (the "City Site") (collectively, the Company Site and the City Site, referred to herein as the
"Property"); and
WHEREAS, the Company desires to purchase the City Site and, following
such
purchase, develop the Properfy for a restaurant park consisting of four (4) buildings for use as
either stand-alone or in-line restaurants, with a minimum of two (2) free standing restaurants, and
related infrastructure, with a minimum aggregate of 21,000 square feet of leasable space
consistent with Zoning (hereinafter defined), and the Conceptual Plan (hereinafter defined) for
the Property (the "Restaurant Park"); and
WHEREAS, Texas Ta:r Code, Section 311.08 (b), authorizes the City to sell real
property on the terms and conditions and in the manner it considers advisable, to implement
project plans for a tax increment financing reinvestment zone; and
'WHEREAS,
Council for the City frnds and determines that the transfer and sale
of the C Site to the Company for collective development of the C Site and the Company
Site for the Restaurant Park is advisable to implement the project plans for the City of
Richardson Tax Increment Financing ReinvestmentZone No. One; and
the
WHEREAS, the City has adopted programs for promoting economic development, and
this Agreement and the economic development incentives set forth herein are given and provided
by the City pursuant to and in accordance with those programs; and
WIIEREAS, the City is authorized by Article III, Section 52-a of the Texas Constitution
and Texas Local Government Code Chapter 380 to provide economic development grants to
Page 1
promote local economic development and to stimulate business and commercial activity in the
City; and
\ryHERXAS, the City has detennined that making an economic development grant to the
Company in accordance with the C's economic development program will (i) further the
economic development objectives of the City; (ii) benefit the City and the City's inhabitants; and
(ii) promote local economic development and stimulate business and commercial activity in the
Cify; and
WIEREAS, the City Council does hereby approve this Agreement as a prograrn for
making an economic development grant to the Company for the purpose of stimulating and
maintaining its commercial activity within the C, and to promote the generation of sales tax,
the enhancement of the property tax base, and to maintain and increase the economic vitality of
the City;
NOW TIIEREFORE, in consideration of the foregoing, and on the terms and conditions
hereinafter set forth, and other valuable consideration the receipt and suff,iciency of which are
hereby acknowledged, the Parties agree as follows:
Article I
Definitions
For purposes of this Agreement, each of the following terms shall have the meaning set
forth herein unless the context clearly indicates otherwise:
restaurant listed in
or his designee.
ucity" shall mean the City of Richardson, Texas, acting by and through its City
Manager, or designee.
"Closing Date" shall mean the date the City and the Company have closed the
purchase and sale of the City Site.
"Commencement of Construction" shall mean that (i) the plans have been
prepared and a building permit(s) has been obtained from the City for construction of the
Infrastructure, or restaurant building, as the case may be; (ii) all necessary permits for the
Pa.ge2
andlor grading
C.
"Conceptual Plan" shall mean the Conceptual Plan for the Properly approved as a
part of the Zoning attached as Exhibit "C," as amended.
"Expiration Date" shall mean the earlier of: (i) the date all buildings constructed
on the Property has been initially leased by Approved Restaurants with an initial lease
term of at least five (5) yearu; and (ii) the date of the tenth (10) anniversary of the
Effective Date.
"Force Majeure" shall mean any contingency or cause beyond the reasonable control
of a Party including, without limitation, acts of God or the public enemy, war, terrorist act,
or threat thereof, riot, civil commotion, insurrection, government action or inaction (unless
caused by the intentionally wrongful acts or omissions of the Party), fires, earthquake,
tomado, hurricane, explosions, floods, strikes, slowdowns or work stoppages.
"Impositions" shall mean all taxes, assessments, use and occupancy taxes,
charges, excises, license and permit fees, and other charges by public or govemmental
author, general and special, ordinary and extraordinary, foreseen and unforeseen,
which are or may be assessed, charged, levied, or imposed by any public or governmental
author on the Company, or any property or any business owned by the Company
within the City.
"In-frastructure" shall mean design and construction/installation of water and waste
water utilities, and other utilities, on-site and off-site work including grading and drainage,
demolition (including any asbestos or other environmental abatement), building pad
preparation, electrical, lighting, shared sign structures, screening walls, landscaping,
common area furnishings, commonplaza and entry feature amenities, paving, drive aisles
to serve the Properly as generally shown on the Conceptual Plan and detailed in final plans
approved by the City for the Project.
"Infrastructure Costs" shall mean cost incned and paid by the Company for the
design, installation and construction of the Infrastructure, including architectural, design,
engineering, surveys, landscaping, geo-technical and environmental costs.
Page 3
"Initial Restaurant(s)" shall mean the first tenant to lease a building or portion of a
building in the Project.
"Payment Request" shall mean a written request from Company to City for payment
of an installment of the Infrastructure Grant for eligible Infrastructure Costs accompanied by
copies of bills, receipts and invoices to verify the costs incurred and paid by the Company
'?roperty'' shall mean, collectively, the real properly described in Exhibit uA" and
Exhibit "8." and any improvements situated thereon.
"Purchase and Sale Agreement" shall mean that cerlain purchase and sale agreement
by and between the City and the Company for the purchase and sale of the C Site, subject
to the Restriction Agreement.
"Related Agreement" shall mean any agreement (other than this Agreement) by and
between the City and the Company, or any of its affiliated or related entities.
"Required Use" shall mean the use and occupancy of the Properry for the Restaurant
Park open for business and serving the citizens of the City and the general public.
"Restaurant Park" or "Project" shall mean the development of the Properfy for four
(4) buildings for use as either stand-alone Approved Restaurants or in-line Approved
Restaurants, with a minimum of two (2) free-standing Approved Restaurants and related
infrastructure with a minimum aggregate of 21,000 square feet of leasable building space
consistent with Zoning and the Conceptual Plan.
"Zontng" shall mean City of Richardson Planned Development Ordinance No. 4054
adopted on June 9,2014, as amended.
Page 4
Article II
Term
-The
term of this Agreement shall begin on the last date of execution hereof (the
"Effective Date") and continue until the Expiration Date, unless sooner terminated as provided
herein.
Article
III
3.1
Commencement of Construction of the lnfrastructure to occur within ninety (90) days after the
Closing Date, and subject to events of Force Majeure, to ,cause Completion of Construction of
the Infrastructure to occur within eighteen (18) months thereafter, Within forty-five (45) days
following the Completion of Construction of the lnfrastructure, the Company shall provide the
City with copies of bills, receipts and invoices to verify the costs incurred and paid by the
Company for eligible Infrastructure Costs for the Infrastructure. ln the event the actual eligible
Infrastructure Costs incurred and paid by the Company for the Infrastructure upon Completion of
Construction thereof, as verif,ied by the C, are less than $2 Million, the Infrastructure Grant shall
be reduced as provided in Section 4.1 hereof, and the Company shall pay such amount to the City
within thirry (30) days after written demand by the City,
3.2
Project.
(u)
Design and Construction of Project. The Company agrees to design and construct
the Project.
3.3
Initial
initial lease term of at least
(a)
Page 5
(b)
(.)
The Company and its contractors shall comply with all local and state laws and
regulations regarding the design and construction of the Project and the Infrastructure applicable
to similar facilities constructed by the City, including, but not limited to, any applicable
requirement relating to payment, performance and maintenance bonds for any public
improvements comprising the lnfrastructure. Upon Completion of Constuction of any public
improvements comprising the Infrastructure, the Company shall provide the City proof that all
amounts owing to contractors and subcontractors have been paid in fuIl evidenced by the
customary affrdavits executed by the Company and/or its contractors with regard to that portion
of the public improvements comprising the lnfrastructure.
3.4
3.5
Contracts and Bonds. The Company agrees to cause the contractors and
subcontractors which construct any public improvements comprising the Infrastructure to
provide payment bonds and performance bonds for the construction of the Infrastructure to
ensure completion of the public improvements comprising the lnfrastructure in accordance with
Chapter 2253,Texas Government Code, in forms reasonably satisfactory to the City.
3.6
Purchase and Sale Aereement. The City and the Company intend to enter into the
Purchase and Sale Agreement and Restriction Agreement for the sale and purchase of the City
Site.
Article fV
Infrastructure Grant
4.1
(a)
Subject to the continued satisfaction of all of the terms and conditions of this
the
Agreement by
Company, and the obligation of the Company to repay the Infrastructure Grant
pursuant to Article VI hereof, the City agrees to provide the Infrastructure Grant to the Company
to be paid in three (3) installments as set forth herein.
(b)
be paid not later than ten (10) business days after the end of each calendar month following
receipt of a Payment Request which includes copies of bills, receipts and invoices to verify costs
incurred and paid by the Company for eligible Infrastructure Costs as of date of the Request for
Payment.
(.)
(d)
of
of Completion of
(e) In the event the actual costs incurred and paid by the Company for the Infrastructure
upon Completion of Construction thereof, as verified by the City, arc less than $2 Million, the
lnfrastructure Grant (or installments thereof) shall be reduced by product of $ 1.2 Million x (the
difference between one and the quotient of the actual C verified Infrastructure Costs divided by
$2 Million); and the Company shall pay such amount to the City within thkty (30) days after written
demand by the C. For illustration purposes only, assume that the actual C verified
Infrastructure Costs are $1 Million, then the Infrastructure Grant would be reduced by $600,000.00
or $1.2 Million x 0.50 (One - $1 Million/$2 Million or $0.50) and the Company would pay such
amount within thirby (30) days after written demand by the City.
4.2
be deemed to create any debt within the meaning of any constitutional or statutory provision, and
this Agreement shall in no way be construed as being secured by ad valorem taxes or financed by
debt. Further, the City shall not be obligated to pay any commffcial bank, lender or similar
institution for any loan or credit agreement made by the Company. None of the C's
obligations under this Agreement shall be pledged or otherwise encumbered in favor of any
commercial lender and/or similar financial institution without the prior written consent of the
City, except to a commercial lender or financial institution providing hnancing for the
construction of the Project upon ten (10) days prior written notice thereof.
4.3
Current Revenue. The Infrastructure Grant made hereunder shall be paid solely
from lawfully available funds. Consequently, notwithstanding any other provision of this
PageT
liabil
1aw.
Article V
Conditions to Payment of the Infrastructure Grant
The obligation of the City to provide the Infrastructure Grant shall be conditioned upon
the continued compliance with and satisfaction of each of the terms and conditions of this
Agreement and each of the conditions set forth in this Article by the Company.
5.1
Executed Leases. The Company shall have at least two (2) executed leases for
Approved Restaurants for two (2) separate buildings prior to the Closing Date.
5.2
Good Standing. The Company shall not have an uncured breach or default of this
Agreement.
5.3
Closine of CiW Site and Comoanv Site. (i) The City and the Company shall have
entered into the Purchase and Sale Agreement and the Restriction Agreement; (ii) the Company
or its affilate, Richardson RP Property, LLC, shall own, or shall have closed on, the Company
Site; and (iii) the Company shall have closed the purchase of the City Site pursuant to and within
the time provided in the Purchase and Sale Agreement.
5.4 Required Use. During the term of this Agreement following the Closing Date and
continuing thereafter until the Expiration Date, the Property shall not be used for any purpose
other than the Required Use.
Article VI
Termination; Repayment
6.1
Termination. This Agreement terminates on the Expiration Date, and may, prior
to the Expiration Date, be terminated upon any one or more of the following:
(a)
@)
(c)
(d)
6.2
Recapture.
Section
Section 3.1 and/or failure to cause Completion of Construction of two (2) Approved Restaurants
as pursuant to Section 3.2 (a), or failure for the Company to receive restaurant approval pursuant
Page 8
to Section 3.2 (c), the Company shall immediately refund to the City an amount equal to the
In-frastructure Grant paid by the City to the Company immediately preceding the date of such
termination, plus interest at the rate of interest periodically announced by the Wall Street Journal
as the prime or base commercial lending rate, o if the Wall Street Journal shall ever cease to
exist or cease to announce a prime or base lending rate, then at the annual rate of interest from
time to time announced by Citibank, N.A. (or by any other New York money center bank
selected by the City) as its prime or base commercial lending rate, from the Effective Date until
paid. The repayment obligation of the Company set forth in this section hereof shall survive
termination.
6.3
Ofets. The City may, al its option, offset any amounts due and payable under
this Agreement against any debt (including taxes) lawfully due to the City from the Company,
regardless of whether the amount due arises pursuant to the terms of this Agreement, a Related
Agreement or otherwise, and regardless of whether or not the debt due the City has been reduced
to judgmentby a court.
Article VII
Miscellaneous
7.1
Binding Agreement. The terms and conditions of this Agreement are binding
7.2
Limitation on Liabilitv. It is understood and agreed between the Parties that the
Company and the City, in satisfying the conditions of this Agreement, have acted independently,
and the City assumes no responsibilities or liabilities to third parties in connection with these
actions.
7.3
No Joint Venturg. It is acknowledged and agreed by the Parties that the terms
hereof are not intended to and shall not be deemed to create a partnership or joint venture among
the Parties.
7.4
Authorization. Each Parly represents that it has full capacity and author to
grant all rights and assume all obligations that are granted and assumed under this Agreement.
The undersigned ofrcers and/or agents ofthe Parties hereto are the properly authorized ofhcials
and have the necessary authority to execute this Agreement on behalf of the Parties hereto. The
City Manager, or designee, is authorized to execute any amendments to this Agreement or any
related documents or instruments.
7.5
be
deemed received three (3) days thereafter sent by United States Mail, postage prepaid, certified
mail, return receipt requested, addressed to the Parly at the address set forth below (or such other
address as such Parly may subsequently designate in writing), or on the day actually received
sent by courier or otherwise hand delivered.
if
Pa,ge 9
With
City of Richardson
Atfn: Dan Johnson
City Manager
411 \M. Arapaho Road
Richardson, Texas 75080
Peter G. Smith
Nichols, Jackson, Dillard, Hager &
Smith, L.L.P.
1800 Ross Tower
500 North Akard
Dallas, Texas 7520I
a copy to:
With
a copy to
President
SLJ Company,LLC
431 1 West Lovers Lane, Suite 200
Dallas, Texas 75209
7.6
Entire Aereement. This Agreement is the entire Agreement between the Parties
with respect to the subject matter covered in this Agreement. There is no other collateral oral or
written Agreement between the Parties that in any manner relates to the subject matter of this
Agreement, except as provided in any Exhibits attached hereto.
7.7 Governing Law, The Agreement shall be governed by 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; and exclusive venue for any action concerning
this Agreement shall be in the State District Court of Dallas County, Texas. The Parties agree to
submit to the personal and subject matter jurisdiction of said court.
7.8
agreement
designee,
is
authorized
to
execute any
7.9
Lesal Construction. In the event any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceabil 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.
7.10
7.1I
Successors and Assigns. This Agreement may not be assigned without the prior
7.12
Page 10
7.I4
7.I5 Conditions Precedent. This Agreement is subject to and conditioned upon the
following conditions which are conditions precedent to the obligations of the Parties: (i) the
Company closing its purchase of the Company Site; (ii) the Company closing its purchase of the
City Site pursuant to and within the time provided in the Purchase and Sale Agreement; and
(iii) the Company shall have at least two (2) executed leases for Approved Restaurants for two
(2) separate buildings as required herein, and shall have provided copies thereof to the City.
7 .16 Employment of Undocumented Workers. During the term of this Agreement, the
Company agrees not to knowingly employ any undocumented workers, and if convicted of a
violation under 8 U.S.C. Section 1324a(1, the Company shall repay the Infrastructure Grant
herein and any other funds received by the Company from the City as of the date of such
violation within one hundred twenty (120) days after the date the Company is notif,ied by the
City of such violation, plus interest at the rate of four percent (4Yo) compounded annually from
the date of violation until paid. The Company is not liable for a violation of this Section by a
subsidiary, affiliate, or franchisees of the Company or by a person with whom the Company
contracts.
Page
(IM
66679)
ExEurED
onthis
%,
20T
Crry or
By:
CManager
Dan J
Aftest:
Approved as to Form:
EXECUTED on this
day
of
,2014.
RrcnnnnsoN RP DnvnLoPMENT Conp.
M.
Co-CEO
By:
H. Lebowitz, Co-CEO
Page12
EXIIIBIT "4"
Conp.lwSrrn
Page 13
f',
ExhibitA-CompanvSite
to
as 715 S.Floyd
to
as 709 S.Floyd
[nt ll
Volurnt 8?f{}n) flngc {}J5{}
Town sf Rthnrdso' Texsf
Ilgllts County
EXHIBIT IIAII
760 S. Central Expy
B-eO all that certain tract o
Lot 1, Block 1 of Smith Retail, an addition to the City
of Rjchardson, Dallas Coun
e Replat recorded in Volume 92177, Page 3054 of '
the Map Records of Dallas
that same certain tract of land conveye to
Raymond Barshick, by Dee
18, Page'l'180, Deed Records, Dalla County,
Texas, and being more particularly described as follows:
Beginning_q! a 5/8_inch iron rod set for corner with yellow plastic cap stamped 'DC&4" in the East right of
way line of Floyd Road (variable width right of way) and the Souihwest corner of a tract of land convyed
t_o CPC Sing Trust tract and a Southwest corner of a tract of land conveyed to Value lnvestments, a T-exas
General Partnership of Baldev Patel and Peter Patel, by Deed recorded'in Volume 90043, Page 3252,
Deed Records, Dallas County, Texas;
Thence Nortf 89 degrees 23 minutes 29 seconds East, along the South line of said CPC Sing Trust tract,
a distance of 100.21 feet to a 5/8 inch iron rod found for corner, said corner being the Southest corner of
said CPC Sing Trust tract and a Southwest corner of a tract of land conveyed to Value lnvestments, a
Texas Generai Partnership of Baldev Patel and Peter Patel, by Deed recorded I Volume g0043, Page
3252,Deed Records, Dallas County, Texas;
Thence South 35 degrees 30 minutes 41 seconds East, along the Southwest line of said Value
lnvestments tract, a distance of 158.18 feet to a 5/B inch iron rod found for corner, said corner being the
most Southrn corner of said Value Investment tract, and lying in the Northwest line of South Centrl
Expressway Service Road;
Thence South 45 degrees 52 minutes 02 seconds West, along said South Central Expressway Service
Road, a distance of 24.50 feet to a concrete monument for corner;
Ihence Sguth 51 degrees 36 minutes 00 seconds West, along said South Central Expressway Service
Road, a distance of 105.35 feet to an "x" found in concrete;
Thence North 76 degrees 04 minutes 25 seconds West, a distance of 30.74 feet to a 5/8 inch iron rod set
for corner with yellow plastic cap stamped "DC&A";
Thenge Nodh 36 degrees 15 minutes 50 seconds West, a distance of 101.16 feet to a 5/8 inch iron rod set
for corner with yellow plastic cap stamped "DC&A', said corner lying in said East right of way line of Floyd
Road;
Thence North 00 degrees 42 minutes 00 seconds West, along said East right of way line of Floyd Road, a
distance of 70-94 feetto a 5/8 inch iron rod setfor cornerwith yellow plastic cap stamped "DC&A';
Thence North 44 degrees 18 minutes 00 seconds East, a distance of 7 .07 feet to a 5/8 inch iron rod sei
for corner with yellow plastic cap stamped "DC&A";
Thence South 89 degrees 16 minutes 11 seconds West, a distance of 5.78 feet to a 5/8 inch iron rod set
for corner with yellow plastic cap siamped "DC&A";
T_hence North 00 degrees 42 minutes 00 seconds West, along said East right of way line of Floyd Road, a
distance of 45.30 feet to the Point of Beginning and containing 0.6256 acres or 27,251.70 squaie feet of
land.
EXIIIBIT "B"
Crrv Srrr
Tract
1:
A3.023t
acre tract
C of
Richardson, Dallas County, Texas, and beng the same properly more particularly described in
the certain Special Warranty Deed dated July 31, 2012,from Baldev Patel and Chandrika Patel
to the City of Richardson, Texas, filed July 31,2012, as Instrument No. 201200223572, Offtcial
Public Records, Dallas County, Texas; and
Tiact2
0.339+ acre tract of land out of the Lavinia McCommas Survey, Abstract No. 927, City of
Richardson, Dallas County, Texas, and being the same properly more particularly described in
the certain Special Warranty Deed dated July 3I,2072, from Duckwin, LLC to the City of
Richardson, Texas, filed July 31,2012, as Instrument No. 201200223511, Official Public
Records, Dallas County, Texas.
Page 14
EXHIBIT "C"
ZoNtr {G C oNcnpruar. Pr-.tN
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lI
fil
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ri:!
l:t
Ii
ih
il
t
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ri
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Page 15
201xG ExtrE
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EXHIBIT "D"
Appnovnr
Rn sr.run.vrs
Fast Casual: Rusfy Taco, Project Pie, Verts, Pei Wei, LaMadeliene, Hook Line and Sinker,
Torchy's Taco, Hopdoddy Burger Bar, Liberty Burger, Smashburger, Chipotle, Starbucks (w/out
drive thru), Pie 5 Pizza, Blaze Pizza, Penn Station, Bakers Brothers, Corner Bakery, Potbelly
Sandwich Works, Red Hot and Blue, Dickeys' BBQ, Velvet Taco, Campisi's Pizza, SNAP
Kitchen, ModMarket, LYfe Kitchen, PDQ, Protein Bar, Piada Italian Street Food, Umami
Burger, Shophouse, Pei Wei Asian Diner;
Full service restaurants: Chuy's, Texas Roadhouse, Buffalo Wild Wings, Pluckers, Gloria's,
Old Chicago Pizza, Rock Bottom Brewery, Longhorn Steakhouse, Mash'd, Matchbox, Vintage
Pizza Bistro, Marlows Tavern, Yard House, Rock Puza and Wood Fired Kitchen, TGI Friday's,
S&D Oyster Bar, Ziziki's, Caf Istanbul, Canne Rosso, Pizzera Testa, Buzz Brew, Company
Cafe, Femando's, LaDuni Kitchen, Boomer Jacks, Katy Trail Ice House, Matt's Rancho
}l4afnez, Meso Maya, Romano's Macaroni Grill, PF Changs, Snuffers.
Page 16