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STATE of TEXAS COUNTY of DALLAS § Economic Development

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STATE of TEXAS COUNTY of DALLAS § Economic Development STATE OF TEXAS § § Economic Development Agreement § COUNTY OF DALLAS § This Economic Development Agreement (this "Agreement") is made by and between the City of Richardson, Texas (the "City"), and the Simon Property Group (Texas) L.P. a Texas limited partnership (the "Company"), acting by and through their respective authorized officers. WITNESSETH: WHEREAS, the Company is the owner of a portion of the real property commonly known as the Richardson Square Mall located in Richardson, Texas being more particularly described in Exhibit "A" (the "Property"), and intends to demolish the existing improvements thereon and consolidate the Dillard's Site into the Company Site Renovation Program (hereinafter defined); and WHEREAS, the Company owns or is under contract to purchase that pmtior. of the Richardson Square Mall formerly occupied by a Dillard's department store being further described in Exhibit "B" (the Dillard's Site"), and intends to demolish the existing improvements thereon and consolidate the Dillard's Site into the Company Site Renovation Program; and WHEREAS, the Site Renovation Program is anticipated to generate approximately $40 Million Dollars in taxable sales annually; and WHEREAS, the Company has advised the City that a contributing factor that would induce the Company to undertake the Site Renovation Program would be an agreement by the City to provide an economic development grant to the Company to defray a portion of the cost of such development; and WHEREAS, the City has adopted programs for promoting economic development; and WHEREAS, the City is authorized by TEx. Loc. Gov'T CODE §380.001 to provide economic development grants to promote local economic development and to stimulate business and commercial activity in the City; and WHEREAS, the City has determined that making an economic development grant to the Company in accordance with this Agreement will further the objectives of the City, will benefit the City and the City's inhabitants and will promote local economic development and stimulate business and commercial activity in the City. NOW THEREFORE, in consideration of the foregoing, and on the terms and conditions hereinafter set forth, and other consideration the receipt and sufficiency of which is hereby acknowledged the parties agree as follows: Simon Property Group (Texas), L.P.//Economic Development Agreement- Page 1 64784 Article I Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: "City" shall mean the City of Richardson, Texas. "Commencement Date" shall mean the date of issuance of the first final certificate of occupancy by the City for the Lowe's Home Improvement Store for the occupancy of at approximately 117,000 square feet of space situated on the Property. "Commencement of Construction" shall mean that: (i) the plans have been prepared and all approvals thereof required by applicable governmental authorities have been obtained; and (ii) all necessary permits for construction of the Improvements pursuant to the respective plans therefore having been issued by all applicable governmental authorities. "Completion of Construction" shall mean that: (i) the Improvements have been substantially completed, (ii) a certificate of substantial completion has been issued by the general contractor(s) and architect(s) for the Improvements, and a copy of such certificate has been delivered to the City, (iii) a final, permanent certificate(s) of occupancy for the Improvements have been issued; and (iv) the Lowe's Home Improvement Store is fully operational and open for business to the general public. "Consummated" shall have the same meaning assigned by Tax Code, Section 321.203. "Comptroller Sales Tax Report" shall mean a report provided by the State to the City that lists the amount of Sales and Use Tax paid by each Retailer to the City. "Dillard's Site" shall mean the real property described in Exhibit "B" attached hereto, and the improvements existing thereon. "Effective Date" shall mean the last date of execution hereof. "Event of Bankruptcy or Insolvency" shall mean the dissolution or termination of a party's existence as a going business, insolvency, appointment of receiver for any part of such party's property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or· insolvency laws by or against such party and such proceeding is not dismissed within ninety (90) days after the fi ling thereof. Simon Property Group (Texas), L.P.//Economic Development Agreement- Page 2 64784 "Event of 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, riot, acts of terrorism, civil commotion, insurrection, government or de facto governmental action (unless caused by the intentionally wrongful acts or omissions of the party), fires, explosions or floods, strikes, slowdowns or work stoppages. "Expiration Date" shall mean the earlier of: (i) the tenth (lOth) full calendar year following the Commencement Date; and (ii) the payment of the Maximum Grant Amount. "Grant Period" shall mean a full calendar year ending December 31 of each calendar year beginning with the first full calendar year immediately following the Commencement Date, except that the first Grant Period shall be from the Commencement Date through and including December 31 of the first full calendar year following the Commencement Date. "Grant(s)" shall mean annual economic development grants to be paid to the Company equivalent to fifty percent (50%) of the Sales Tax Receipts for the resp~ctive Grant Period to be paid as set forth herein. "Impositions" shall mean all taxes, assessments, use and occupancy taxes, charges, excises, license and permit fees, and other charges by public or governmental authority, general and special, ordinary and extraordinary, foreseen and unforeseen, which are or may be assessed, charged, levied, or imposed by any public or governmental authority on the Company or any property or any business owned by Company within the City. "Improvements" shall mean the renovation and/or construction Qf new structures on the Property in accordance with the Site Renovation Program. "Maximum Grant Amount" shall mean the collective payment of Grants totaling $2.5 Million Dollars. "Plans" shall mean architectural renderings, building elevations, exterior construction materials and color renderings for the Improvements. "Property" shall mean the real property described in Exhibit "A" attached hereto and the improvements existing thereon, and the Dillard's Site following Company acquisition thereof. "Required Use" shall mean the continuous lease and occupancy of at least 117,000 square feet of space at the Property for a period of at least ten (10) years by the Lowe's Home Improvement Store, the continuous lease and occupancy of at least 35,000 square feet of retail space at the Property by the Ross Dress for Less Store and other retail Simon Property Group (Texas), L.P./!Economic Development Agreement- Page 3 64784 businesses; and the continuous operation of retail businesses for the retail sale of general merchandise, open to the public and serving the citizens of the City. "Retailers" shall mean the Company's tenants and lessees, and the lessees and tenants of the Property, and each and every entity required by State of Texas to collect sales and use tax on the sale of Taxable Items Consummated in the City at the Improvements. "Sales Tax Occupancy Report" shall mean a report provided by the Company as a condition to the payment of each Grant set forth herein. "Sales Tax Receipts" shall mean the City's receipts from the State of Texas from the Retailers' collection of Sales and Use Tax for the applicable Grant Period for the sale of Taxable Items by the Retailers of the Property Consummated in the City at the Property. "Sales and Use Tax" shall mean the City's one percent (1%) sales and use tax imposed pursuant to Chapter 321 of the Texas Tax Code on the sale of Taxable Items by the Retailers of the Property Consummated in the City at the Property (it being expressly understood that the City's Sales and Use Tax is being used only as a measurement for its participation through the use of general funds). "Site Renovation Program" shall collectively mean: (i) the acqmsttton of the Dillard's Site; (ii) the demolition of the existing structures on the Property consisting of approximately 450,000 square feet of existing retail store space and the central corridor structures between the existing Target Store and the existing Sears Store; (iii) related site clearing and grading to prepare the Property for the construction of new retail store site development space; (iv) the construction and subsequent lease of approximately 117,000 square feet of retail space for occupancy by a Lowe's Home Improvement Store; (v) the development of at least two (2) additional adjacent retail sites in alignment with the Lowe's Home Improvement Store Site including a 28,000 square foot retail site to accommodate the relocation of the Ross Dress for Less Store and an additional retail site of approximately 11 ,600 square feet of space; (vi) the development of an out parcel pad site for a 45,000 square foot retail site; (vii) the development of four (4) additional retail/restaurant pad sites, each pad site large enough to accommodate a 6,000 square foot building, and of which at least three (3) of the four (4) pad sites shall be developed and used only for restaurants and further provided that no motor vehicle sales, par:ts, repairs or related motor vehicle uses are allowed on any pad site, together with required parking and landscaping all as further described in the submittals filed with the City in order to obtain a building permit(s) from time to time.
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