Ordinance No. 15,174 ORDINANCE NO. 15,174
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 A NEW CHAPTER 380
ECONOMIC DEVELOPMENT AGREEMENT WITH SAN JACINTO RETAIL
ASSOCIATES, LLC; AUTHORIZING REBATES OF CERTAIN SALES TAX
REVENUE RECEIVED BY THE CITY FROM SALES BY QUALIFIED
TENANTS; 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 a new 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.
NDON CAPETILLO, ayor
ATTEST: �o�epv roW�,or�'
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ANGELA ACKSON, Cit dirk
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APPROVED A S T FORM:
SCOTT LEM ND, City Attorney
EXHIBIT "A"
2022 ECONOMIC DEVELOPMENT AGREEMENT
STATE OF TEXAS §
COUNTY OF HARRIS §
THIS AGREEMENT (the "Agreement") by and between the City of Baytown, a Texas
home-rule municipal corporation("City")and San Jacinto Retail Associates,LLC,a Texas limited
liability company ("Developer"), (collectively referred to as the "Parties" and individually as a
"Party") is entered into on this day of , 2022 (the "Effective Date") and
supersedes all other agreements previously entered into by the Parties, including, without
limitation, the Economic Development Agreement between the parties dated July 2, 2015 (the
"2015 Agreement"), and all amendments to the 2015 Agreement.
WHEREAS, the Parties have mutually terminated the 2015 Agreement, and all
amendments to the 2015 Agreement,and agreed to release any claims each might have against the
other for any breach of the 2015 Agreement; and
WHEREAS, the Parties have entered into this Agreement as the sole and only agreement
concerning the subject; and
WHEREAS, the purpose of this Agreement is to set out the terms under which the City
will provide certain economic incentives to the Developer in exchange for the Developer's
agreement to include within its development certain physical features and tenants that the City
believes will be beneficial to its citizens; and
WHEREAS, the City Council finds that the provision of economic incentives under this
Agreement will promote local economic development and stimulate business and commercial
activity in the City; and
NOW,THEREFORE,for and in consideration of the promises and the mutual agreements
set forth herein, the Parties hereby agree as follows:
ARTICLE I
DEFINITIONS
1.01 The following words, when used in this Agreement, shall have the meanings
ascribed to them in this article:
"Project" means the retail center that Developer proposes to construct and operate on
property it owns in the City in the vicinity of the former San Jacinto Mall, which property
is depicted on the site plan attached as Exhibit A to this Agreement. Developer, in its sole
discretion,may elect to use property which is adjacent to the Project for retail purposes and
such property shall be automatically included in the definition of "Project" as to such
portions of such adjacent property actually used for retail.
1
"Qualifying Tenant" means a tenant in the Project that meets the requirements described
in Sections 3.03 and 3.04 of this Agreement.
"Sales Taxes Collected"shall mean, for each Qualifying Tenant:
(1) the actual amount of the lqo sales and use taxes authorized by Section
321.101(a) of the Texas Tax Code and received by the City for sales at the
Qualifying Tenant's leasehold in the Project, including those monies received
after the collection period because of delinquency or protest; and
(2) the actual amount of the 0.50 o sales and use taxes authorized by Section
377.101 et seq. of the Texas Local Government Code and received by the
Baytown Municipal Development District for sales at the Qualifying Tenant's
leasehold in the Project, including those monies received after the collection
period because of delinquency or protest.
(3) Sales Taxes Collected shall not include amounts received by the City or the
District but later refunded to the State because it was paid in error.
"Sales Tax Rebate Cap" shall mean an aggregate amount of Sales tax rebates paid to the
Developer, which shall not exceed$16,200,000.
ARTICLE II.
PROJECT REQUIREMENTS
2.01 Project Elements. To qualify for development incentives from the City under this
Agreement,the Developer must:
a) Construct the Project in substantial compliance with the site plan attached
to this Agreement as Exhibit A;
b) Include within the initial development of the Project at least three full-
service restaurants with at least one of the three providing a fine dining
experience such as, but not limited to, Carrabba's restaurant concepts;
Perry's restaurant concepts; Pappas restaurant concepts; similar restaurant
concepts,or other full-service sit-down restaurants.
ARTICLE III.
INCENTIVES
3.01 Incentives generally. The City agrees to provide financial incentives to the
Developer in the form of rebates of certain sales tax revenue received by the City from sales by
Qualifying Tenants (the "Sales Tax Rebate"), as provided in more detail below, but only if the
Developer fully complies with the requirements in Section 2.01, above.
3.02 City's objectives. The City has determined the characteristics of potential tenants
whose presence in the Project would be substantially beneficial to its citizens and justify the
payment of an incentive to assist the Developer in securing such tenants. Generally, the City has
determined that its citizens will substantially benefit from the presence of tenants that provide
types, brands, or qualities of merchandise or services that are not currently offered within the
City,that are characteristic of a high-end shopping destination, or that are otherwise likely to draw
shoppers from a wider market area. A non-exclusive list of Qualifying Tenants is included in
Exhibit B attached to this Agreement.
3.03 Qualifying Tenants defined. A Qualifying Tenant is a tenant of the Project that:
a) is listed as a Qualifying Tenant on Exhibit B; or b) has been determined to be a Qualifying
Tenant under the procedure described in section 3.04. Developer shall provide the City with a list
of tenants operating within the Project in order to verify the Qualifying Tenants used to determine
the amount of incentives on or before January 13`h of each calendar year during the Term. The
City shall certify Developer's list of Qualifying Tenants operating within the Project by January
15" of each calendar year during the Term. Notwithstanding the foregoing, Developer may from
time to time,promptly notify the City of any new leases in order to supplement the certified list of
Qualified Tenants and the City shall certify such supplemental list within thirty (30) days after
receipt of any supplemental tenant list from Developer. In addition,the Developer shall promptly
notify the City if any Qualifying Tenant ceases operating its business in the Project.
3.04 Determination of Additional Qualifying Tenants Incentive. For any prospective
tenant of the Project that is not listed as a Qualifying Tenant on Exhibit B, the Developer may
apply in writing to the City Manager for a determination that the prospective tenant is a Qualifying
Tenant. With respect to each such application, the City Manager shall determine, in his or her
sole, but reasonable, discretion, whether the tenant is a Qualifying Tenant and shall provide the
Developer with written notice of that determination. The City Manager shall provide such
determination within thirty (30) days after receipt of any request, and the City Manager's failure
to provide such determination within thirty (30) days shall be deemed a determination that the
tenant is a Qualifying Tenant.
3.05 Additional incentives for prospective tenants. In exceptional circumstances, the
City will consider providing additional cash payments or other incentives to Developer for the
benefit of a prospective tenant as an incentive to locate within the Project.
3.06 Prohibited Uses. Developer agrees that it will not lease to tenants within the
Project for any use: (a)listed on Exhibit C attached to this Agreement or(b)prohibited in the Code
of Ordinances, Baytown, Texas (the "Code," and including all codes adopted therein, and as
amended, which are uniformly applied throughout the zoning district in which the Project is
located);provided,however,in no event shall the Code be amended such that the Project is targeted
for any zoning changes which adversely affect the operation and development of the Project.
I
ARTICLE IV
SALES TAX REBATES
4.01 Sales Tax Rebate. For each Qualifying Tenant leasing space at the Project, the
City shall,during the term of this Agreement,pay to Developer an amount equal to the Sales Taxes
Collected with the aggregate amount of such payments limited to the Sales Tax Rebate Cap. The
payments shall be made in quarterly installments as described below. Developer understands and
agrees that the City is not certifying or otherwise encumbering any funds for the Sales Tax Rebate
other than the Sales Taxes Collected and does not have any monies for the same. Developer agrees
not to make any claims against the City for any monies due pursuant to this Section 4.01 other
than those from the Sales Taxes Collected. The City shall pay to Developer each quarterly
installment of the Sales Taxes Collected up to the Sales Tax Rebate Cap within thirty (30) days
following receipt of information necessary to determine the quarterly Sales Taxes Collected at the
Project from the Texas Comptroller of Public Accounts during the applicable calendar quarter.
City agrees to use good-faith and commercially reasonable efforts to obtain the necessary
information to make such determination within a reasonable time following the end of each
calendar quarter.
4.02 Leasing Information. For each Qualifying Tenant leasing space at the Project,the
Developer shall upon request provide the City with a redacted copy of the relevant portions of the
lease from which the following information can be determined: a) the name of the tenant; b) the
location of the lease space within the Project; c)the total number of square feet leased.
4.03 Sales Tax Information. To determine the quarterly Sales Taxes Collected and the
quarterly installments of the Sales Tax Rebate due to Developer, the City shall declare this
Agreement to be a"Revenue Sharing Agreement"to obtain otherwise confidential tax information,
pursuant to Section 321.3022 of the Texas Tax Code. City agrees to not disclose any information
obtained from the State of Texas under this section,to the extent permissible under the Texas Tax
Code. If the City receives a public information request for the information received by the City
from the State of Texas under this subsection, the City shall timely notify the Developer of the
request and the Developer and or the applicable tenant shall have the obligation to make arguments
to the Texas Attorney General as to why the information should not be disclosed. The City will
abide by the opinion of the Texas Attorney General or release the information if no opinion is
timely requested.
ARTICLE V.
MISCELLANEOUS PROVISIONS
5.01 Default; Remedies. A default under this Agreement shall occur upon the failure
of a Party to perform any obligation or act, or keep any covenant, required of such Party by the
provisions of this Agreement, or a violation or breach of any of the terms or provisions of this
Agreement by a Party. Any Party to this Agreement that believes the other Party to this Agreement
has defaulted in the performance of any condition,term,covenant or obligation owed to that Party
under this Agreement shall give written notice of the default to the defaulting Party, specifying in
detail the provision or provisions of this Agreement that have allegedly been breached and what
4
specific action must be taken to cure or correct the default. Should the Party receiving the notice
fail to cure the default within thirty(30)days or such longer period as may be allowed by the non-
breaching Party,the non-breaching Party shall have the right to enforce this Agreement by exercise
of any and all legal and/or equitable remedies to which such Party is entitled under this Agreement
or under applicable laws, including, without limitation, commencing an action for specific
performance, breach of contract or termination of this Agreement. No waiver of any default shall
be construed as a waiver of any preceding or succeeding default of the same or any other covenant
or condition of this Agreement. Notwithstanding the foregoing or anything to the contrary, it is
expressly understood and agreed that the City's sole remedy with respect to any Developer default
is the withholding of the economic development incentive described in Article IV hereinabove
throughout any period in which the Developer is in default beyond all applicable notice and cure
periods.
5.02 Separate Status. None of the terms or provisions of this Agreement shall be
deemed to create a partnership between or among the Parties in their respective businesses or
otherwise, nor shall it cause them to be considered joint ventures or members of any joint
enterprise.
5.03 Construction and Interpretation.
a. Whenever required by the context of this Agreement, (i) the singular shall include
the plural, and vice versa, and the masculine shall include the feminine and neuter
genders,and vice versa, and(ii) use of the words"including," "such as,"or words
of similar import, when following any general term, statement or matter, shall not
be construed to limit such statement, term or matter to specific terms, whether or
not language of non-limitation,such as"without limitation,"or"but not limited to,"
are used with reference thereto,but rather,shall be deemed to refer to all other items
or matters that could reasonably fall within the broadest scope of such statement,
term or matter.
b. The captions preceding the text of each article and section of this Agreement are
included only for convenience of reference. Captions shall be disregarded in the
construction and interpretation of this Agreement. Capitalized terms are also
selected only for convenience of reference and do not necessarily have any
connection to the meaning that might otherwise be attached to such term in a
context outside of this Agreement.
C. This Agreement may be executed in several counterparts, each of which shall be
deemed an original. The signatures to this Agreement may be executed and
notarized on separate pages, and when attached to this Agreement shall constitute
one(1)complete document.
5.04 Assignability. This Agreement shall be binding upon and inure to the benefit of
the Parties and their respective successors in interest and permitted assigns. Neither Party may
assign this Agreement without the prior written consent of the other Party(which consent shall not
be unreasonably withheld, conditioned or delayed) and any such prohibited assignment shall be
void. Notwithstanding the foregoing, without obtaining the consent of the City, Developer shall
5
be permitted to assign all or a portion of this Agreement(including the right to receive payments)
to: (i)an affiliate,subsidiary or related party of Developer;(ii)a lender or mortgagee of Developer
in connection with financing relating to the Project; and(iii) following the earlier of five(5)years
after the Effective Date or substantial completion of the Project, any person or entity succeeding
to all or substantially all of Developer's ownership interest in the Property,subject to such assignee
in any of such events assuming all of Developer's obligations hereunder in writing and notice of
such assignment being provided to the City promptly following the date of such assignment.
5.05 Severability. If any provision hereof shall be finally declared void or illegal by
any court or administrative agency having jurisdiction,the entire Agreement shall not be void;but
the remaining provisions shall continue in effect as nearly as possible in accordance with the
original intent of the Parties. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this
Agreement in a mutually acceptable manner so as to affect the original intent of the Parties as
closely as possible to the end that the transactions contemplated hereby are fulfilled to the extent
possible.
5.06 Complete Agreement. This Agreement represents the complete agreement of the
Parties with respect to the subject matter hereof and supersedes all prior written and oral matters
related to this Agreement,including,but not limited to,the 2015 Agreement and the Amendments,
which are hereby repealed in their entireties. Any amendment to this Agreement must be in writing
and signed by all Parties hereto or permitted or approved assignees.
5.07 Exhibits. Exhibits "A" through "C" are attached to this Agreement and are
incorporated herein by reference and expressly made part of this Agreement as if copied verbatim.
5.08 Notice. Any notice or demand, which any Party is required to or may desire to
serve upon the other,must be in writing,and shall be sufficiently served if(i)personally delivered,
(ii) sent by facsimile, (iii) sent by registered or certified mail, postage prepaid, or (iv) sent by
commercial overnight carrier,and addressed to:
If to the Cam:
City of Baytown
Attn: City Manager
P.Q. Box 424
Baytown,TX 77522
with a copy to:
City of Baytown
Attn: City Attorney
P.O. Box 424
Baytown,TX 77522
If to Developer:
San Jacinto Retail Associates, LLC
c/o Fidelis Realty Partners, Ltd.
Attn: Alan Hassenflu
6
4500 Bissonnet Street, Suite 200
Bellaire,TX 77401
with a copy to:
Fidelis Realty Partners, Ltd.
Attn: General Counsel
4500 Bissonnet Street, Suite 200
Bellaire,TX 77401
or such other address or addresses of which any Party may be notified in writing by any other Party
to this Agreement.
Such notice shall be deemed to have been served(i)two(2)business days after the date such notice
is deposited and stamped by the U.S. Postal Service, except when lost, destroyed, improperly
addressed or delayed by the U.S. Postal Service, or (ii) upon receipt in the event of personal
service, or (iii) the first business day after the date of deposit with an overnight courier, except
when lost, destroyed or improperly addressed, or(iv)the date of receipt by facsimile(as reflected
by electronic confirmation); provided, however, that should such notice pertain to the change of
address to either of the Parties hereto,such notice shall be deemed to have been served upon receipt
thereof by the Party to whom such notice is given.
5.09 Force Majeure. In the event any Party is rendered unable, wholly or in part, by
force majcure to carry out any of its obligations under this Agreement, it is agreed that on such
Party's giving notice and full particulars of such force majeure in writing to the other Party as soon
as possible after the occurrence of the cause relied upon, then the obligations of the Party giving
such notice,to the extent it is affected by force majeure and to the extent that due diligence is being
used to resume performance at the earliest practicable time, shall be extended for the following
periods:
a. up to a maximum of ten (10) business days for payment obligations under this
Agreement,or
b. for all other obligations,the time period a Party is prevented from performing such
obligations hereunder due to a force majeure.
The term"force majeure"as used herein shall include, but not be limited to, acts of God, strikes,
lockouts or other industrial disturbances, acts of the public enemy,war, blockades, insurrections,
riots, landslides, lightning, earthquakes, fires, storms, floods, washouts, droughts, tornadoes,
hurricanes, arrests and restraints of governments and people, explosions, breakage or damage to
machines or pipelines and any other inabilities of either Party not within the control of the Party
claiming such inability,which by the exercise of due diligence and care such Party could not have
avoided; provided, however, neither the pandemic nor the financial inability of a Party to make
any payment due under this Agreement as and when due shall be a force majeure.
5.10 Forum Selection. This Agreement and the relationship between the Parties shall
be governed and interpreted under the laws of Texas without regard to any conflict of laws
provision. Venue for any suit arising out of any relationship between the Parties shall exclusively
7
be the appropriate court in Harris County, Texas. Developer specifically consents to and waives
any objections to personal jurisdiction in Harris County, Texas.
5.11 Appointment of Representatives. To further the commitment of the Parties to
cooperate in the implementation of this Agreement, the Parties shall designate and appoint a
representative to act as a liaison between the Parties. The initial representative for the City shall
be the City Manager or his designee (the"City Representative"), and the initial representative for
Developer shall be Alan Hassenflu or his designee (the "Developer Representative"). The
representatives shall be available at all reasonable times and places to discuss and review the
performance of the Parties to this Agreement and the development of the Property pursuant to the
Site Plan.
5.12 Effective Date. This Agreement shall be binding and take effect only upon all
Parties' signatures hereto, attachment of all required exhibits, and receipt by the Parties of a fully
executed copy hereof. For the purposes of timetables provided in this Agreement, the Effective
Date shall be the date first above written.
5.13 Preamble. The findings of fact,recitations and provisions set forth in the preamble
to this Agreement are true and are adopted and made a part of the body of this Agreement,binding
the Parties hereto,as if the same were fully set forth herein.
5.14 Representation of Authority. The City represents and warrants to Developer that
it is duly authorized and empowered to enter into this Agreement, subject to the terms and
conditions contained therein,and has the legal authority to make a grant to Developer as provided
in this Agreement. Developer represents and warrants that it is duly authorized and empowered
to enter into this Agreement, subject to the terms and conditions contained herein, and is a proper
party to this Agreement.
5.15 Legal Contest. This Agreement is entered into in accordance with applicable law
as understood by the Parties. In the event any part, provision or paragraph thereof shall become
unenforceable by reason of judicial decree or determination, the Parties hereto mutually agree to
the extent possible to ensure that all other provisions of the Agreement, including the intent of the
Agreement, be honored and performed.
5.16 Economic Development Incentives Constitute a Program. This Agreement
constitutes an economic development program to promote state or local economic development
and to stimulate business and commercial activity in the City pursuant to Article 111, Sec. 52-a,
Texas Constitution and Chapter 380,Texas Local Government Code.
5.17 Estoppel Certificates. At the request of a Party, the other Party shall execute and
deliver to the requesting Party an estoppel certificate stating that this Agreement is in full force
and effect and that to such Party's knowledge and belief,there are no defaults by any Party(or that
certain defaults exist), as the case may be, under this Agreement.
5.18 Time of the Essence. Time is of the essence in the performance of each and every
duty,obligation and covenant imposed in this Agreement. The Parties will make every reasonable
effort to expedite the subject matters hereof and acknowledge that the successful performance of
this Agreement requires their continued cooperation.
8
5.19 Unconditional Obligations. Except as otherwise provided herein,the obligations
of the Parties set forth in this Agreement shall be absolute and unconditional during the term of
this Agreement. Neither the City nor Developer will suspend or discontinue any payments or
services required in this Agreement or will terminate this Agreement for any cause, including.
without limiting the generality of the foregoing, the failure of the City or Developer to perform
and observe any agreement,whether express or implied,or any duty,liability,or obligation arising
out of or connected with this Agreement.
5.20 Term. Unless earlier terminated, the Initial Term of this Agreement shall remain
in full force and effect for 13 years from the effective date (the "Initial Term"). The Initial Term
may be extended for an additional 2-year period upon approval by both parties (the "Extended
Term"). The Initial Term, together with the Extended Term, if any, shall be referred to herein as
the"Term").
The Parties have executed this Agreement to be effective as of the Effective Date.
CITY:
THE CITY OF BAYTOWN,
a Texas home-rule municipal corporation
By:
RICHARD L. DAVIS, City Manager
ATTEST:
By:
ANGELA JACKSON, City Clerk
APPROVED AS TO FORM:
By: - -
SCOTT LEMOND,City Attorney
9
DEVELOPER:
SAN JACINTO RETAIL ASSOCIATES, LLC,
a Texas limited liability company
By: FidOak SJM Associates, LLC,
a Texas limited liability company,
its Manager
By: FRP San Jacinto Retail Associates,LLC,
a Texas limited liability company,
its Manager j
�g9a` By: -
�� Alan se , P sident
ATTEST:
By:
Jlenn E. Airola
/ Executive Vice President
10
LIST OF EXHIBITS:
Exhibit "A" - Site Plan
Exhibit "B" - Qualifying Tenants
Exhibit "C" - Prohibited Uses
11
EXHIBIT A
SITE PLAN OF PROJECT
*Developer anticipates initial development of approximately 450,000 square feet in substantial
compliance with the site plan.
**Developer shall include a central gathering place comprised of greenspace and hardscaping in
at least 950 o of the area identified as"Pelican Green"on the attached Site Plan.
[Site Plan attached on next page]
Exhibit A-1
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EXHIBIT B
QUALIFYING TENANTS
The tenants listed below shall be deemed to be Qualifying Tenants.
Arts & Crafts Apparel/Soft Goods Beauty
JoAnn Fabrics Nordstrom Rack Bath& Body Works
Love& Make Macy's Backstage Sally Beauty
Home Goods Sephora
Books Jos. A Bank Aveda
Barnes&Noble Men's Wearhouse Amazing Lash
Half Price Books David's Bridal European Wax Centcr
Mardel Christian Bookstore Once Upon a Child Massage Envy
2"d and Charles Anthropologie Malibu Tan
Free People Ideal Image
Cellular Kendra Scott The Lash Lounge
AT&T Lululemon Toni & Guy
Verizon Wireless Urban Outfitters Visible Changes
Sprint Altar'd State Lush
Metro PCS Ann Taylor Loft MAC
T-Mobile White House/Black Market HeyDey
Fix My Phone Victoria's Secret
Allen Edmonds Department Stores
Education Everything But Water Macy's
C2 Education Sunglass Hut
Kumon Tommy Bahama Entertainment
Sylvan Learning Center Abercrombie Dave& Buster's
Arthur Murray Dance Studio American Eagle Altitude Trampoline
Emler Swim School Banana Republic Escape Room/Games
School of Rock Express Chuck E Cheese
Fred Astaire Dance Studio Hollister Main Event
Big Blue Swim School Journeys Top Golf
Vera Bradley Urban Air
Electronics Zara Cinemark
Apple Store Michael Kors AMC Theater
Batteries& Bulbs Aerie Alamo Drafthouse
Talbots Studio Movie Grill
The Buckle Xscape Theatres
Gap Cinergy Entertainment
Banana Republic 818 Bowling and Billiards
TJ Maxx Belong
Duluth Trading Co.
Frederick's of Hollywood
B-1
Financial Fitness Furniture
Bank of America LA Fitness Ashley Furniture
Frost Bank Gold's Gym Bel Furniture
Chase Bank Lifetime Fitness Rooms to Go
Cash America Texans Fit Relax the Back
Gold Rush Eat the Frog Fitness Chair King
Wells Fargo ATM Orange Theory Fitness Gallery Furniture
Gulf Coast Credit Union Club Pilates Bassett
Navy Federal Credit Union Stretch Lab Star Furniture
USAA Bank ATM The Exercise Coach Exclusive Furniture
PNC Bank Core Power Yoga
ATA Karate Home Ddcor/Furnishinas
Grocery/Liauor 9 Round Kickboxing At Home
99 Ranch EOS Fitness HomeGoods
Sprouts Powerhouse Gym Home Sense
Trader Joe's Revolution Studio Bed Bath& Beyond
Whole Foods Any Indoor Cycling Studio Floor&Ddcor
Total Wine F45 Fitness Kirkland's
Twin Liquor Pure Barre Painted Tree
Longhorn Liquor Row House Paradise Grills
Stone Cold Meats YogaSix Home Sense
Wild Fork Foods Rumble Boxing Love Sac
AKT Studio Sur La Table
Home Improvement Stride Studio The Container Store
Lowe's BFT Studio Pottery Barn
Northern Tool Crate and Barrel
Harbor Freight Health & Nutrition C132
The Tile Shop Quick Weight Loss Center Williams Sonoma
Floor& Decor Weight Watchers West Elm
Pinch a Penny Pool Patio Spa World Market
Coast Spas Jewelry
Zales Shoes
Pets Claire's DSW
Pet Supermarket Jared's Payless Shoes
Natural Pawz Tiffany &Co. Foot Locker
Banfield Pet Hospital Kendra Scott Rack Room
Wild Birds Unlimited WSS
Dogtopia Sports and Recreation
Woof Gang Dick's Wholesale Club
Kriser's Bike Barn Costco
Urgent Vet,Pet Vet or any 24- Cabela's Sam's Club
hour emergency vet care Field and Stream
REI
Scheels
Golf Galaxy
B-•,
Medical Service Specialty
Davita Dialysis TD Ameritrade Five Below
UTMB Comet Cleaners GameStop
Modem Acupuncture River Oaks Cleaners Hallmark Store
Aspen Dental Restore Cryotherapy Tuesday Morning
Pacific Dental Boardroom Salon for Men Guitar Center
Heartland Dental Salons in the Park Party City
Kelsey-Seybold Clinic Palm Beach Tan Buff City Soap
Vein Clinics of America Great Clips CTS (Christmas Tree Shops)
Visionworks Salons by JC
Lenscrafters Floyd's Barbershop
HCA Healthcare Supercuts
Methodist FedEx Office
America's Best UPS Store
Pearle Vision Houston Shoe Hospital
My Eyelab Fastsigns
Alchemy 43 Tide Cleaners
Blue Lion Salon Studios
Phenix Salon Suites
Sola Salon Studios
Restaurants Restaurants(continued) Restaurants(continued)
Any Carrabba restaurant Torchy's Tacos Any Landry's restaurant
concept Baskin Robbins concept
Any Perry's restaurant TCBY James Coney Island
concept Jamba Juice Whiskey Cake
Capital Grille Lolli and Pops Grimaldi's
Any Pappas restaurant It's Sugar Texas de Brazil
concept Cold Stone Creamery Brio Italian Grill
Pluckers Cinnabon Niko Niko's
In& Out Burger Nestle Tollhouse Tasting Room
BJ's Brewhouse Great American Cookies Sweet Paris
Bubba's 33 Minuti Coffee Cyclone Anaya
Dave's Hot Chicken Black Bear Diner Cheesecake Factory
Parry's Taphouse Maple Street Biscuit Co PF Chang's
Akashi Sushi Toasted Yolk Caf6 Flemings
Cafes Express Crust Pizza Eddie V's
IHOP Via 313 Pizzeria Capital Grill
K-Pop Grill Shake Shack Yard House
Longhorn Steakhouse Smashburger Baker Street Pub and Grill
McAlister's Deli Pincho Burgers& Kabobs Bar Louie
Beck's Prime Cava Lupe Tortilla
Chipotle The Cookshack Flying Saucer
Einstein Bros Bagels Fajita Pete's The Rouxpour
Freebirds World Burrito Jersey Mike's Zoe's Kitchen
Pot Belly Swig CRU Food and Wine Bar
B-3
Restaurants(continued)
Sixty Vines
Simple Greek
Rainforest Cafd
Pei Wei
The Habit Burger Grill
Hash House a Go Go
Vick and Anthony's
Ruth's Chris
McCormick and Schmick's
Fogo de Chao
Killen's Steakhouse or any
other Killen's concept
Marble Slab
Summer Moon Coffee
Firehouse Subs
Snooze, A.M. Eatery
Gringo's Mexican Kitchen
Black Rifle Coffee
Scooter's Coffee
El Tiempo or any other
Laurenzo's restaurant concept
Chicken Salad Chick
Notwithstanding the lists above,the following shall not be Qualifying Tenants:
1. Any tenant using its leased premises for a Prohibited Use listed on Exhibit C.
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EXHIBIT C
PROHIBITED USES
a. Any use of the surface of the Project for the drilling for or removal of oil, gas or other
hydrocarbon substances or refining of petroleum or its products or smelting of iron, tin,
zinc or other ores.
b. Any facility used for the sale of paraphernalia designed or intended for use with illegal
drugs or liquid nicotine or any so-called"head shops"or"vape shops,"provided,however,
the operation of an upscale retail cigar shop and/or the ancillary sale of cigars and/or other
tobacco products by other permitted retailers shall be expressly permitted.
C. Any Sexually Oriented Business (meaning persons,entities regulated by Chapter 4 of the
Code and includes all "enterprises"described therein).
d Any outdoor flea market, thrift store, or Second hand Goods Dealer (meaning
personslentities regulated by Chapter 82 of the Code); except high quality businesses
specializing in pre-owned merchandise, such as Plato's Closet, Play It Again Sports, or
Once Upon a Child, are permitted to the extent that such store(s) comprise no more than
five percent(50o)of the Project in the aggregate
C. Any mortuary, crematorium or funeral home, including a sales office of any of the
foregoing.
f. Any manufactured home, mobile home,or recreational vehicle park, labor camp,junkyard
or stockyard;provided,however,this provision shall not be applicable to temporary use of
construction trailers during periods of construction, reconstruction or maintenance.
��. Any landfill, garbage dump or other such facility for the dumping, disposing, incineration
or reduction of garbage.
h. Any gambling establishment or betting parlor (including any so-called Internet cafd that
offers gambling to the public, off-track betting facility, casino or gaming facility), but
lottery tickets and other items commonly sold in retail establishments may be sold as an
incidental part of business.
i. Any livestock or poultry raising or keeping facilities or any outdoor animal raising or
keeping facilities; provided,however, veterinarian clinics, animal hospitals, and or indoor
pet boarding facilities with outdoor runs or pet training or play areas are expressly
permitted to the extent permitted by applicable laws,regulations and ordinances.
Any tattoo or body piercing facilities; provided, however, the ancillary provision of ear
piercing services by otherwise permitted retailers and service providers, such as, but not
limited to, Claire's,Macy's, or Kay Jewelers, shall be expressly permitted.
C-1
k. Any outdoor shooting range or outdoor shooting gallery.
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