Ordinance No. 15,173 ORDINANCE NO. 15,173
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER TO
EXECUTE AND THE CITY CLERK TO ATTEST TO THE TERMINATION OF
THE CHAPTER 380 ECONOMIC DEVELOPMENT AGREEMENT WITH SAN
JACINTO RETAIL ASSOCIATES, LLC; MAKING OTHER PROVISIONS
RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE
THEREOF.
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS:
Section 1: That the City Council of the City of Baytown hereby authorizes and directs
the City Manager to execute and the City Clerk to attest to the Termination of the Chapter 380
Economic Development Agreement with San Jacinto Retail Associates, LLC. A copy of the
agreement is attached hereto, marked Exhibit "A," and made a part hereof for all intents and
purposes.
Section 2: This ordinance shall take effect immediately from and after its passage by the
City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the
City of Baytown this the 25"' day of August, 2022.
BRANDON CAPETILL , Mayor
ATTEST: o�gp,YTOWN
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ANGELA CKSON, eco
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APPROVED S O FORM:
SCOTT LEMCIND, City Attorney
R:Karen Anderson ORDINANCES 2022 2022.08.25 Terminationof380AgreementwithSan]acintoRetailAssociates.docx
EXHIBIT "A"
TERMINATION OF THE CHAPTER 380 ECONOMIC DEVELOPMENT AGREEMENT
STATE OF TEXAS §
COUNTY OF HARRIS §
This Termination of Chapter 380 Economic Development Agreement (this "Termination
Agreement") is made and entered into by San Jacinto Retail Associates, LLC, a Texas limited liability
company (the "Developer") and the CITY OF BAYTOWN, TEXAS, a home-rule city and municipal
corporation(the"City").
RECITALS
WHEREAS,on July 2, 2015, the Developer and the City entered into an Economic Development
Agreement(the "2015 Agreement") whereby Developer was to develop approximately 62.5 acres within
the incorporated limits of the City;
WHEREAS, the 2015 Agreement was amended on August 13, 2018, March 29, 2019, and
December 11,2020(collectively the "Amendments");
WHEREAS,the City and the Developer desire to terminate the Chapter 380 Agreement;and
NOW THEREFORE, for and in consideration of the promises and the mutual agreements set
forth herein,the Parties hereby agree as follows:
1.
Termination and Release
1.01 Termination. The Developer and the City hereby terminate (i) the Chapter 380 Agreement,
including the First Amendment,Second Amendment,and Third Amendment.
1.02 Termination Date. The effective date of the termination shall be the date this Termination
Agreement is signed by the City Manager ("Termination Date") and no further notice of such
termination shall be required by either party.
1.03 Effect of Termination. On the Termination Date, the Developer and the City shall be relieved of
all obligations under (i) the Chapter 380 Agreement, including the First Amendment, Second
Amendment,and Third Amendment.
1.04 _Release. The City hereby FULLY RELEASES, DISCHARGES AND FORGIVES Developer
from any and all obligations, duties, liabilities, and claims under the 2015 Agreement and the
Amendments.
11.
General Provisions
2.01 Severability. If any part, term, or provision of this Termination Agreement shall be held illegal,
unenforceable, or in conflict with any law of a federal, state or local government having
jurisdiction over this Agreement, the validity of the remaining portions or provisions shall not be
affected by such holding,and the Agreement shall nonetheless be deemed terminated.
2.02 Entire Agreement. This Termination Agreement constitutes the entire agreement and all
understandings between the parties concerning the subject matter hereof and supersedes all prior
proposals or other communications between the parties, oral or written. No modifications and
Termination of the Chanter 380 Economic Development Agreement,Page t
amendments hereto shall be binding upon either party unless in writing or signed by a duly
authorized representative of the parties.
2.03 Law and Venue. This Agreement shall in all respects be interpreted and construed in accordance
with and governed by the laws of the State of Texas, regardless of the place of execution or
performance. The place of making and the place of performance for all purposes shall be deemed to
be Baytown, Harris County,Texas.
2.04 Authority. The individuals executing this Agreement warrant and represent that they are duly
authorized to execute this Agreement on behalf of CITY and DEVELOPER as a binding act and
agreement of CITY and DEVELOPER,respectively.
2.05 Interpretation. In the event of any ambiguity in any of the terms of this Agreement, it shall not be
construed for or against any party hereto on the basis that such party did or did not author the same.
2.06 Multiple Copies. It is understood and agreed that this Termination Agreement may be executed
in a number of identical counterparts,each of which shall be deemed an original for all purposes.
IN WITNESS THEREOF AND INTENDING TO BE LEGALLY BOUND, the parties have
caused this Agreement to be signed by their duly authorized officers on the dates indicated below.
ATTEST: CITY:
CITY OF BAYTOWN,TEXAS
ANGELA JACKSON,City Clerk
APPROVED AS TO FORM: RICHARD L. DAVIS,City Manager
SCOTT LEMOND,City Attorney (Date)
DEVELOPER:
SAN JACINTO RI TAIL ASSOCIATES, LLC,
a Texas limited liability company
By: FidOak SJM Associates, LLC,
a Texas limited liability company,
its Manager
By: FRP San JacinZ!e
, LLC,
a Texas limitedy,
its Manager
By:. _
Alan Hnt
(Date)
Termination of the Chapter 380 Economic Development Agreement,Page 2