Richardson Rp - Ed Agreement_2015!04!22 (3)

tSTATE OF TEXASE coNovnc Dnvrr,opn rnrvr INcnNrrvn AcnrnMENT

COUNTY OF DALLAS

This Economic Development Incentive Agreement ("Agreement") is made by andbetween the City of Richardson, Texas (the "C"), and Richardson RP Development Corp., aTexas corporation (the "Company") (hereafter the City and the Company, being referred toindividually as a "Party" and collectively as the "Parties"), acting by and through their respectiveauthorized representatives.

WITNESSETIIWHEREAS, the Company owns or is under contract to purchase the real property and

improvements located at 760 South Central Expressway, Richardson, Texas, and709,715, and747 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 758South 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 suchpurchase, develop the Properfy for a restaurant park consisting of four (4) buildings for use aseither stand-alone or in-line restaurants, with a minimum of two (2) free standing restaurants, andrelated infrastructure, with a minimum aggregate of 21,000 square feet of leasable spaceconsistent with Zoning (hereinafter defined), and the Conceptual Plan (hereinafter defined) forthe Property (the "Restaurant Park"); and

WHEREAS, Texas Ta:r Code, Section 311.08 (b), authorizes the City to sell realproperty on the terms and conditions and in the manner it considers advisable, to implementproject plans for a tax increment financing reinvestment zone; and

'WHEREAS, the C Council for the City frnds and determines that the transfer and saleof the C Site to the Company for collective development of the C Site and the CompanySite for the Restaurant Park is advisable to implement the project plans for the City ofRichardson Tax Increment Financing ReinvestmentZone No. One; and

WHEREAS, the City has adopted programs for promoting economic development, andthis Agreement and the economic development incentives set forth herein are given and providedby 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 Constitutionand Texas Local Government Code Chapter 380 to provide economic development grants to

Economic I)evelopment Incentive Agreement for Restaurant ParkCify of Richardson and Richardson RP Development Corp. CIM 66679)

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promote local economic development and to stimulate business and commercial activity in theCity; and

\ryHERXAS, the City has detennined that making an economic development grant to theCompany in accordance with the C's economic development program will (i) further theeconomic 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 theCify; and

WIEREAS, the City Council does hereby approve this Agreement as a prograrn formaking an economic development grant to the Company for the purpose of stimulating andmaintaining 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 ofthe City;

NOW TIIEREFORE, in consideration of the foregoing, and on the terms and conditionshereinafter set forth, and other valuable consideration the receipt and suff,iciency of which arehereby acknowledged, the Parties agree as follows:

Article IDefinitions

For purposes of this Agreement, each of the following terms shall have the meaning setforth herein unless the context clearly indicates otherwise:

"Approved Restaurant" shall mean a franchised and/or owned and operatedrestaurant listed in Exhibit (6D" or a restaurant approved in writing by the City Manageror his designee.

"Bankruptcy or Insolvency" shall mean the dissolution or termination of a Parfy'sexistence as a going business, insolvency, appointment of receiver for any part of suchParty's property and such appointment is not terminated within ninety (90) days aftersuch appointment is initially made, any general assignment for the benefit of creditors, orthe commencement of any proceeding under any bankruptcy or insolvency laws by oragainst such Parly and such proceeding is not dismissed within ninety (90) days after thefiling thereof.

ucity" shall mean the City of Richardson, Texas, acting by and through its CityManager, or designee.

"Closing Date" shall mean the date the City and the Company have closed thepurchase and sale of the City Site.

"Commencement of Construction" shall mean that (i) the plans have beenprepared and a building permit(s) has been obtained from the City for construction of theInfrastructure, or restaurant building, as the case may be; (ii) all necessary permits for the

Pa.ge2 Economic Development Incentive Agreement for Restaurant ParkCity of Richardson and Richardson RP Development Corp. (tM 66679)

Commencement of Construction of the lnfrastructure, or restaurant building, as the casemay be, have been issued by all applicable governmental authorities; and (iii) clearingandlor grading of the Land for the lnfrastructure or the construction of the verticalelements of a restaurant building, as the case may be, has commenced.

"Company" shall mean Richardson RP Development Corp., a Texas coporation.

"Completion of Construction" shall mean: (i) substantial completion of theInfrastructure, or restaurant building, as the case may be; and (ii) the City has inspectedand accepted the Infrastructure, or in the case of a restaurant building, a certificate ofoccupancy has been issued by the C.

"Conceptual Plan" shall mean the Conceptual Plan for the Properly approved as apart of the Zoning attached as Exhibit "C," as amended.

"Effective Date" shall mean the last date of execution hereof.

"Expiration Date" shall mean the earlier of: (i) the date all buildings constructedon the Property has been initially leased by Approved Restaurants with an initial leaseterm of at least five (5) yearu; and (ii) the date of the tenth (10) anniversary of theEffective Date.

"Force Majeure" shall mean any contingency or cause beyond the reasonable controlof 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 (unlesscaused 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 govemmentalauthor, general and special, ordinary and extraordinary, foreseen and unforeseen,which are or may be assessed, charged, levied, or imposed by any public or governmentalauthor on the Company, or any property or any business owned by the Companywithin the City.

"In-frastructure" shall mean design and construction/installation of water and wastewater utilities, and other utilities, on-site and off-site work including grading and drainage,demolition (including any asbestos or other environmental abatement), building padpreparation, electrical, lighting, shared sign structures, screening walls, landscaping,common area furnishings, commonplaza and entry feature amenities, paving, drive aislesto serve the Properly as generally shown on the Conceptual Plan and detailed in final plansapproved by the City for the Project.

"Infrastructure Costs" shall mean cost incned and paid by the Company for thedesign, installation and construction of the Infrastructure, including architectural, design,engineering, surveys, landscaping, geo-technical and environmental costs.

Page 3 Economic I)evelopment Incentive Agreement for Restaurant ParkCity ofRichardson and Richardson RP Development Corp. CtM 66679)

"Infrastructure Grant" shall mean an economic development grant in the amount of$1.2 Million to offset costs incurred and paid by the Company for eligible InfrastructureCosts for the Infrastructure, to be paid as set forth herein. In the event the actual costsincurred and paid by the Company for the Infrastructure as verified by the C are less than$2 Million, the Infrastructure Grant shall be reduced as provided in Section 4.1 hereo{ andthe Company shall pay such amount to the City within thirry (30) days after written demandby the C.

"Initial Restaurant(s)" shall mean the first tenant to lease a building or portion of abuilding in the Project.

"Payment Request" shall mean a written request from Company to City for paymentof an installment of the Infrastructure Grant for eligible Infrastructure Costs accompanied bycopies of bills, receipts and invoices to verify the costs incurred and paid by the Companyfor eligible Infrastructure Costs.

'?roperty'' shall mean, collectively, the real properly described in Exhibit uA" andExhibit "8." and any improvements situated thereon.

"Purchase and Sale Agreement" shall mean that cerlain purchase and sale agreementby and between the City and the Company for the purchase and sale of the C Site, subjectto the Restriction Agreement.

"Related Agreement" shall mean any agreement (other than this Agreement) by andbetween 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 RestaurantPark 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 ApprovedRestaurants, with a minimum of two (2) free-standing Approved Restaurants and relatedinfrastructure with a minimum aggregate of 21,000 square feet of leasable building spaceconsistent with Zoning and the Conceptual Plan.

"Restriction Agreement" shall mean that certain restriction agreement by andbetween the C and the Company for the development of the Properfy.

"Zontng" shall mean City of Richardson Planned Development Ordinance No. 4054adopted on June 9,2014, as amended.

Page 4 Economic Development Incentive Agreement for Restaurant ParkCity of Richardson and Richardson RP Development Corp. (tM 66679)

Article IITerm

-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 providedherein.

Article IIIRestaurant Park Project

3.1 Infrastructure. Subject to events of Force Majeure, the Company shall causeCommencement of Construction of the lnfrastructure to occur within ninety (90) days after theClosing Date, and subject to events of Force Majeure, to ,cause Completion of Construction ofthe Infrastructure to occur within eighteen (18) months thereafter, Within forty-five (45) daysfollowing the Completion of Construction of the lnfrastructure, the Company shall provide theCity with copies of bills, receipts and invoices to verify the costs incurred and paid by theCompany for eligible Infrastructure Costs for the Infrastructure. ln the event the actual eligibleInfrastructure Costs incurred and paid by the Company for the Infrastructure upon Completion ofConstruction thereof, as verif,ied by the C, are less than $2 Million, the Infrastructure Grant shallbe reduced as provided in Section 4.1 hereof, and the Company shall pay such amount to the Citywithin thirry (30) days after written demand by the City,

3.2 Project.(u)

the Project.Design and Construction of Project. The Company agrees to design and construct

(b) Construction of Approved Restaurants. Subject to events of Force Majeure andany unlawful holdover by any current tenants of the Company Site, Company shall causeCompletion of Construction of at least two (2) buildings for at least two (2) ApprovedRestaurants to occur within twenty-four (24) months after the Closing Date. Such ApprovedRestaurants may be either multi-tenant occupancy or free-standing.

(') Initial All Initial Restaurants shall be ApprovedRestaurants with an initial lease term of at least f,rve (5) years

3.3 Desisn and Construction.(a) Prior to construction, the Company shall make, or cause to be made, application

for any necessary permits and approvals required by the City and any applicable governmentalauthorities to be issued for the construction of the Project and the Infrastructure. The Companyshall require the design, inspection and supervision of the construction of the ProjectInfrastructure to be undertaken in accordance with C standards and regulations.

Economic I)evelopment Incentive Agreernent for Restaurant ParkCity of Richardson and Richardson RP Development Corp. CIM 66679)

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(b) Prior to Commencement of Construction of the Project or the Infrastructure, theCompany shall submit, or cause to be submitted, plans and specif,rcations for approval by theCity, which approval shall follow regular City processes.

(.) The Company and its contractors shall comply with all local and state laws andregulations regarding the design and construction of the Project and the Infrastructure applicableto similar facilities constructed by the City, including, but not limited to, any applicablerequirement relating to payment, performance and maintenance bonds for any publicimprovements comprising the lnfrastructure. Upon Completion of Constuction of any publicimprovements comprising the Infrastructure, the Company shall provide the City proof that allamounts owing to contractors and subcontractors have been paid in fuIl evidenced by thecustomary affrdavits executed by the Company and/or its contractors with regard to that portionof the public improvements comprising the lnfrastructure.

3.4 NCTCOG Standards. Except as otherwise provided in this Agreement, theconstruction of the Infrastructure shall be in accordance with the Standard Specif,rcations forPublic 'Works Construction published by the North Central Texas Council of Govemments, asamended, and as modified by the C, and to the extent applicable are hereby incorporated byreference. The Company shall provide construction management services to the C to ensurethat construction of any public improvements comprising the Infrastructure is accomplished inaccordance with the approved plans.

3.5 Contracts and Bonds. The Company agrees to cause the contractors andsubcontractors which construct any public improvements comprising the Infrastructure toprovide payment bonds and performance bonds for the construction of the Infrastructure toensure completion of the public improvements comprising the lnfrastructure in accordance withChapter 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 thePurchase and Sale Agreement and Restriction Agreement for the sale and purchase of the CitySite.

Article fVInfrastructure Grant

4.1 Infrastructure Grant Payment.(a) Subject to the continued satisfaction of all of the terms and conditions of this

Agreement by the Company, and the obligation of the Company to repay the Infrastructure Grantpursuant to Article VI hereof, the City agrees to provide the Infrastructure Grant to the Companyto be paid in three (3) installments as set forth herein.

(b) Following the date of Commencement of Construction of ,the Infrastructure theC shall provide the first installment of the lnfrastructure Grant in an amount of up to SixHundred Thousand Dollars ($600,000.00) for payment of eligible Infrastructure Costs on amonthly basis as the construction of the Infrastructure progresses. Such progress payments shall

Economic l)evelopment Incentive Agreement for Restaurant ParkCity of Richardson and Richardson RP Development Corp: (tM 66679)

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be paid not later than ten (10) business days after the end of each calendar month followingreceipt of a Payment Request which includes copies of bills, receipts and invoices to verify costsincurred and paid by the Company for eligible Infrastructure Costs as of date of the Request forPayment.

(.) Following the date of Commencement of Construction of at least tsro (2)Approved Restaurants, the City shall provide the second installment of the Infrastructure Grantin an amount of up to Three Hundred Thousand Dollars ($300,000.00) for paymenJ of addjtionaleligible Infrastructure Costs not previously paid by the City pursuant to Section a.1 @) above.The second installment shall be paid to the Company within fifteen (15) business days afterreceipt of a Payment Request, which includes copies of bills, receipts and invoices to verify costsincurred and paid by the Company for eligible Infrastructure Costs not previously paid by theCity.

(d) Following the date of Completion of Construction of two (2) ApprovedRestaurants, the City shall provide the third and final installment of the Infrastructure Grant in anamount of up to Three Hundred Thousand Dollars ($300,000.00) for payment of additionaleligible Infrastructure Costs not previously paid by the City pursuant to Section a.i @) and (c).The third installment shall be paid to the Company within fifteen (15) business days after receiptof a Payment Request which includes copies of bills, receipts and invoices to verify costsincurred and paid by the Company for eligible Infrastructure Costs not previously paid by theCity.

(e) In the event the actual costs incurred and paid by the Company for the Infrastructureupon Completion of Construction thereof, as verified by the City, arc less than $2 Million, thelnfrastructure Grant (or installments thereof) shall be reduced by product of $ 1.2 Million x (thedifference 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 writtendemand by the C. For illustration purposes only, assume that the actual C verifiedInfrastructure Costs are $1 Million, then the Infrastructure Grant would be reduced by $600,000.00or $1.2 Million x 0.50 (One - $1 Million/$2 Million or $0.50) and the Company would pay suchamount within thirby (30) days after written demand by the City.

4.2 Grant Limitations. Under no circumstances shall the City's obligations hereunderbe deemed to create any debt within the meaning of any constitutional or statutory provision, andthis Agreement shall in no way be construed as being secured by ad valorem taxes or financed bydebt. Further, the City shall not be obligated to pay any commffcial bank, lender or similarinstitution for any loan or credit agreement made by the Company. None of the C'sobligations under this Agreement shall be pledged or otherwise encumbered in favor of anycommercial lender and/or similar financial institution without the prior written consent of theCity, except to a commercial lender or financial institution providing hnancing for theconstruction of the Project upon ten (10) days prior written notice thereof.

4.3 Current Revenue. The Infrastructure Grant made hereunder shall be paid solelyfrom lawfully available funds. Consequently, notwithstanding any other provision of this

Economic Development Incentive Agreement for Restaurant ParkCity of Richardson and Richardson RP Development Corp. (IM 66679)

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Agreement, the City shall have no obligation or liabil to pay any Grant except as allowed by1aw.

Article VConditions to Payment of the Infrastructure Grant

The obligation of the City to provide the Infrastructure Grant shall be conditioned uponthe continued compliance with and satisfaction of each of the terms and conditions of thisAgreement 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 forApproved 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 thisAgreement.

5.3 Closine of CiW Site and Comoanv Site. (i) The City and the Company shall haveentered into the Purchase and Sale Agreement and the Restriction Agreement; (ii) the Companyor its affilate, Richardson RP Property, LLC, shall own, or shall have closed on, the CompanySite; and (iii) the Company shall have closed the purchase of the City Site pursuant to and withinthe time provided in the Purchase and Sale Agreement.

5.4 Required Use. During the term of this Agreement following the Closing Date andcontinuing thereafter until the Expiration Date, the Property shall not be used for any purposeother than the Required Use.

Article VITermination; Repayment

6.1 Termination. This Agreement terminates on the Expiration Date, and may, priorto the Expiration Date, be terminated upon any one or more of the following:

(a) by mutual written agreement of the Parties;@) upon written notice by either Party, if the other Parby defaults or breaches

any of the terms or conditions of this Agreement and such default orbreach is not cured within thirfy (30) days after written notice thereof;(c) upon written notice by the City, if the Company suffers an event ofBankruptcy or Insolvency; or(d) upon written notice by either Parfy if any subsequent Federal or Statelegislation or any decision of a court of competent jurisdiction declares orrenders this Agreement invalid, illegal or unenforceable.

6.2 Recapture. kr the event the Agreement is terminated by the C pursuant toSection 6.10) for failure to cause Completion of Construction of the Infrastructure pursuanttoSection 3.1 and/or failure to cause Completion of Construction of two (2) Approved Restaurantsas pursuant to Section 3.2 (a), or failure for the Company to receive restaurant approval pursuant

Economic Development Incentive Agreement for Restaurant ParkCity of Rchardson and Richardson RP Development Corp. GM 66679)

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to Section 3.2 (c), the Company shall immediately refund to the City an amount equal to theIn-frastructure Grant paid by the City to the Company immediately preceding the date of suchtermination, plus interest at the rate of interest periodically announced by the Wall Street Journalas the prime or base commercial lending rate, o if the Wall Street Journal shall ever cease toexist or cease to announce a prime or base lending rate, then at the annual rate of interest fromtime to time announced by Citibank, N.A. (or by any other New York money center bankselected by the City) as its prime or base commercial lending rate, from the Effective Date untilpaid. The repayment obligation of the Company set forth in this section hereof shall survivetermination.

6.3 Ofets. The City may, al its option, offset any amounts due and payable underthis 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 RelatedAgreement or otherwise, and regardless of whether or not the debt due the City has been reducedto judgmentby a court.

Article VIIMiscellaneous

7.1 Binding Agreement. The terms and conditions of this Agreement are bindingupon the successors and permitted assigns of the Parties hereto.

7.2 Limitation on Liabilitv. It is understood and agreed between the Parties that theCompany 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 theseactions.

7.3 No Joint Venturg. It is acknowledged and agreed by the Parties that the termshereof are not intended to and shall not be deemed to create a partnership or joint venture amongthe Parties.

7.4 Authorization. Each Parly represents that it has full capacity and author togrant 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 ofhcialsand have the necessary authority to execute this Agreement on behalf of the Parties hereto. TheCity Manager, or designee, is authorized to execute any amendments to this Agreement or anyrelated documents or instruments.

7.5 Notice. Any notice required or permitted to be delivered hereunder shall bedeemed received three (3) days thereafter sent by United States Mail, postage prepaid, certifiedmail, return receipt requested, addressed to the Parly at the address set forth below (or such otheraddress as such Parly may subsequently designate in writing), or on the day actually received ifsent by courier or otherwise hand delivered.

Economic I)evelopment Incentive Agreement for Restaurant ParkCity of Richardson and Richardson RP Development Corp. CIM 66679)

Pa,ge 9

If intended for City, to:

City of RichardsonAtfn: Dan JohnsonCity Manager411 \M. Arapaho RoadRichardson, Texas 75080

If intended for Company:

Richardson RP Development Corp.c/o Hermansen Land Development, Inc.Atfn: Kirk M. Hermansen, Member5944 Lather Lane, Suite 725Dallas, Texas 75225

With a copy to:

Peter G. SmithNichols, Jackson, Dillard, Hager &Smith, L.L.P.1800 Ross Tower500 North AkardDallas, Texas 7520I

With a copy to

Attn: Louis H. LebowitzPresidentSLJ Company,LLC431 1 West Lovers Lane, Suite 200Dallas, Texas 75209

7.6 Entire Aereement. This Agreement is the entire Agreement between the Partieswith respect to the subject matter covered in this Agreement. There is no other collateral oral orwritten Agreement between the Parties that in any manner relates to the subject matter of thisAgreement, except as provided in any Exhibits attached hereto.

7.7 Governing Law, The Agreement shall be governed by the laws of the State ofTexas, without giving effect to any conflicts of law rule or principle that might result in theapplication of the laws of another jurisdiction; and exclusive venue for any action concerningthis Agreement shall be in the State District Court of Dallas County, Texas. The Parties agree tosubmit to the personal and subject matter jurisdiction of said court.

7.8 Amendment. This Agreement may only be amended by the mutual writtenagreement of the Parties. The City Manager, or designee, is authorized to execute anyamendments hereto and any other documents or instruments related hereto.

7.9 Lesal Construction. In the event any one or more of the provisions contained inthis 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 theintention 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 andenforceable and is as similar in terms as possible to the provision found to be illegal, invalid orunenforceable.

7.10 Exhibits. All exhibits to this Agreement are incorporated herein.

7.1I Successors and Assigns. This Agreement may not be assigned without the priorwritten consent of the City Manager.

7.12 Recitals. The recitals to this Agreement are incorporated herein.

Economic Development Incentive Agreement for Resturant ParkCity of Richardson and Richardson RP Development Corp. (IM 66679)

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7.13 Counterparts. This Agreement may be executed in counterparts. Each of thecounterparts shall be deemed an original instrument, but all of the counterparts shall constituteone and the same instrument.

7.I4 Survival of Covenants. Any of the representations, warranties, covenants, andobligations of the Parties, as well as any rights and beneflts of the Parties, pertaining to a periodof time following the termination of this Agreement shall survive termination.

7.I5 Conditions Precedent. This Agreement is subject to and conditioned upon thefollowing conditions which are conditions precedent to the obligations of the Parties: (i) theCompany closing its purchase of the Company Site; (ii) the Company closing its purchase of theCity 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, theCompany agrees not to knowingly employ any undocumented workers, and if convicted of aviolation under 8 U.S.C. Section 1324a(1, the Company shall repay the Infrastructure Grantherein and any other funds received by the Company from the City as of the date of suchviolation within one hundred twenty (120) days after the date the Company is notif,ied by theCity of such violation, plus interest at the rate of four percent (4Yo) compounded annually fromthe date of violation until paid. The Company is not liable for a violation of this Section by asubsidiary, affiliate, or franchisees of the Company or by a person with whom the Companycontracts.

[Signture Page to FoIlowJ

Page 11 | Economic Development Incentive Agreement for Restaurant ParkI City of ni"nardson and Richardson RP Development Corp. (IM 66679)

ExEurED onthis %, * 20TI

Crry or

By:

Aftest:

Dan J CManager

Aimee Nemer, City Secretary

Approved as to Form:

Peter G. Smith, City Attorney

EXECUTED on this day of ,2014.RrcnnnnsoN RP DnvnLoPMENT Conp.

M. Co-CEO

By:H. Lebowitz, Co-CEO

Page12 Economic Development Incentive Agreement for Restaurant ParkCity of Richardson and Richardson RP Development Cora. CnU 66679)

EXIIIBIT "4"Conp.lwSrrn

Page 13

f',

Exhibit "A to Economic Development Incentive Agreement for Restaurant Park

City of Richardson and Richardson RP Development Corp. GM 66679)

ExhibitA-CompanvSite

749 S. Flovd Road

Being a tract of land of approximately 5,000 square feet and commonly referred to as 749 S. Floyd Road,Richardson, Texas with a legal description of :

TOR Sheet 13-ATR 10

Volurne 881270823Town of Richardson, Texs

Dallas ounty

715 S, Flovd Road

Being a tract of land of approximately 20,038 square feet and commonly referred to as 715 S.FloydRoad, Richardson, Texas with a legal description of:

TtR $het 13-ATfiTO

Vo{ume 00tt*Wttl*Torpn of kas&s, Tcts

aRm ounty

709 S. Flovd Road

Being a tract of land of approximately 22,498 square feet and commonly referred to as 709 S.FloydRoad, Richardson, Texas with a legal description of:

[nt llVolurnt 8?f{}n) flngc {}J5{}

Town sf Rthnrdso' TexsfIlgllts County

EXHIBIT IIAII760 S. Central Expy

B-eO all that certain tract o Lot 1, Block 1 of Smith Retail, an addition to the Cityof Rjchardson, Dallas Coun e Replat recorded in Volume 92177, Page 3054 of 'the Map Records of Dallas that same certain tract of land conveye toRaymond 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 ofway line of Floyd Road (variable width right of way) and the Souihwest corner of a tract of land convyedt_o CPC Sing Trust tract and a Southwest corner of a tract of land conveyed to Value lnvestments, a T-exasGeneral 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 ofsaid CPC Sing Trust tract and a Southwest corner of a tract of land conveyed to Value lnvestments, aTexas Generai Partnership of Baldev Patel and Peter Patel, by Deed recorded I Volume g0043, Page3252,Deed Records, Dallas County, Texas;Thence South 35 degrees 30 minutes 41 seconds East, along the Southwest line of said Valuelnvestments tract, a distance of 158.18 feet to a 5/B inch iron rod found for corner, said corner being themost Southrn corner of said Value Investment tract, and lying in the Northwest line of South CentrlExpressway Service Road;

Thence South 45 degrees 52 minutes 02 seconds West, along said South Central Expressway ServiceRoad, 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 ServiceRoad, 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 setfor 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 setfor corner with yellow plastic cap stamped "DC&A', said corner lying in said East right of way line of FloydRoad;

Thence North 00 degrees 42 minutes 00 seconds West, along said East right of way line of Floyd Road, adistance 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 seifor 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 setfor 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, adistance of 45.30 feet to the Point of Beginning and containing 0.6256 acres or 27,251.70 squaie feet ofland.

EXIIIBIT "B"Crrv Srrr

Tract 1:

A3.023t acre tract of land out of the Lavinia McCommas Survey, AbstractNo. 927, C ofRichardson, Dallas County, Texas, and beng the same properly more particularly described inthe certain Special Warranty Deed dated July 31, 2012,from Baldev Patel and Chandrika Patelto the City of Richardson, Texas, filed July 31,2012, as Instrument No. 201200223572, OfftcialPublic Records, Dallas County, Texas; and

Tiact2

A 0.339+ acre tract of land out of the Lavinia McCommas Survey, Abstract No. 927, City ofRichardson, Dallas County, Texas, and being the same properly more particularly described inthe certain Special Warranty Deed dated July 3I,2072, from Duckwin, LLC to the City ofRichardson, Texas, filed July 31,2012, as Instrument No. 201200223511, Official PublicRecords, Dallas County, Texas.

Exhibit ('8" to Economic Development lcentive Agreement for Restaurant ParkCity of Richardson and Richardson RP Development Corp. CIM 66679)

Page 14

EXHIBIT "C"ZoNtr {G C oNcnpruar. Pr-.tN

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Page 15 Exhibit '(C" to Economic Development Incentive Agreement for Restaurant ParkCity of Richardson and Richardson RP Development Corp. (IM 66679)

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/outdrive thru), Pie 5 Pizza, Blaze Pizza, Penn Station, Bakers Brothers, Corner Bakery, PotbellySandwich Works, Red Hot and Blue, Dickeys' BBQ, Velvet Taco, Campisi's Pizza, SNAPKitchen, ModMarket, LYfe Kitchen, PDQ, Protein Bar, Piada Italian Street Food, UmamiBurger, 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, VintagePizza 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, CompanyCafe, Femando's, LaDuni Kitchen, Boomer Jacks, Katy Trail Ice House, Matt's Rancho}l4afnez, Meso Maya, Romano's Macaroni Grill, PF Changs, Snuffers.

Exhibit (6D" to Economic Development Incentive Agreement for Restaurant ParkCify of Richardson and Richardson RP Development Corp. (tM 66679)Page 16