Ordinance No. 15,637 ORDINANCE NO. 15,637
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AMENDING THE DEVELOPMENT AGREEMENT FOR THE CROSSINGS AT
BAYTOWN TO EXTEND THE PHASE 1 AND PHASE 2 PUBLIC IMPROVEMENT
FINANCING DATES TO COINCIDE WITH THE EXPIRATION OF THE PLANNED
UNIT DEVELOPMENT,ADDRESS MINOR ERRORS IN THE AGREEMENT,AND
UPDATE REFERENCES TO THE AGREEMENT'S EXHIBITS; MAKING
FINDINGS; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
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WHEREAS, on May 27,2021, the City Council of the City of Baytown, Texas,passed Ordinance
No. 14,733 approving the detail plan to create The Crossings Planned Unit Development District (the
"PUD"); and
WHEREAS, Ordinance No. 14,733 provides that the detail plan shall expire on March 25, 2023;
and
WHEREAS, on May 27,2021,the City Council of the City of Baytown,Texas,passed Ordinance
No. 14,735 authorizing a development agreement with Bayten, LTD, one of the owners of The
Crossings at Baytown; and
WHEREAS, on March 23, 2023, the City Council of the City of Baytown, Texas, passed
Ordinance No. 15,404 extending the detail plan's expiration date to March 25, 2024; and
WHEREAS, recent developments in the economic climate has created volatility in commercial
lending which has complicated the developer's efforts to secure a loan that would act as gap financing to
fund improvements prior to the issuance of PID bonds; and
WHEREAS, the development agreement contains minor errors; and
WHEREAS, the passage of time has made it necessary to update exhibits to the development
agreement; NOW THEREFORE,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS:
Section 1: The matters and findings contained in the preamble hereof are declared to be true
and correct and are hereby adopted.
Section 2: That the City Council of the City of Baytown, Texas, finds that, due to the
volatility in commercial lending which complicated the developer's efforts to secure a loan that would act
as gap financing to fund improvements prior to the issuance of PID bonds, the minor errors in the
development agreement, and the passage of time which has made it necessary to update exhibits to the
development agreement, the development agreement should be amended as set forth in the First
Amendment to The Crossings at Baytown Development Agreement attached hereto, marked Exhibit "A,"
and made a part of this ordinance for all intents and purposes.
Section 3: 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 14'day of December, 2023.
BRANDON CAPETILLO, Mayor
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ANGELA JACKSON, City Clerk yr
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2
Exhibit "A"
FIRST AMENDMENT
TO THE CROSSINGS AT BAYTOWN DEVELOPMENT AGREEMENT
This First Amendment to The Crossings at Baytown Development Agreement(this"Amendment')
is entered into effective as of , 2023, by and between Bayten, Ltd., a Texas
limited partnership (the"Developer"), and The City of Baytown,Texas(the"City"),a home-rule city and
municipal corporation,acting by and through its duly authorized representatives.
RECITALS:
WHEREAS, the Developer and the City entered into that certain The Crossings at Baytown
Development Agreement,dated effective as of May 27,2021 ("Agreement'); and
WHEREAS, the Developer and the City desire to amend the Agreement to extend the Phase 1 and
Phase 2 Public Improvement Financing Dates,address minor errors throughout the Agreement,and update
the exhibits.
NOW THEREFORE, for and in consideration of the mutual promises, covenants, benefits and
obligations hereinafter set forth,the Developer and the City hereby agree that the Agreement is amended
as follows:
AGREEMENT:
I. Amendments:
(a) Page numbers starting from Article II through Article XV is hereby amended to be
renumbered as pages nine(9)to page forty-two(42)and to reflect the same in the Table of
Contents.
(b) Phase 1 Public Improvement Financing Date, defined under Definitions in Article I of the
Agreement, is hereby amended and restated as follows:
"Phase 1 Public Improvement Financing Date" means the date the City approves a bond
purchase agreement and sells the first series of PID Bonds for Phase 1 of the Property,
such date to be no later than March 25,2024,upon expiration of the Planned Unit Devel-
opment.
(c) Phase 2 Public Improvement Financing Date, defined under Definitions in Article I of the
Agreement,is hereby amended and restated as follows:
"Phase 2 Public Improvement Financing Date" means the date the City approves a bond
purchase agreement and sells the first series of PID Bonds for Phase 2 of the Property,
such date to be no more than two (2)years after the Completion of Construction of the
Public Improvements in Phase 1.
(d) Planned Unit Development, defined under Definitions in Article I of the Agreement, is
hereby amended and restated as follows:
016904.000001 4863-5421-3428.v 1
"Planned Unit Development" or"PUD"means that certain zoning ordinance of the City
set forth in Exhibit B.
(e) Section 11.01 Developer Termination Events is hereby amended and restated as follows:
The Developer may terminate this Agreement as to a phase of a Development if the City
does not either(i)sell PID Bonds by a Public Improvement Financing Date(i.e., Phase I
Public Improvement Financing Date,the Phase 2 Public Improvement Financing Date and
the Phase 3 Public Improvement Financing Date or(ii)levy Assessments and enter into a
Reimbursement Agreement pursuant to Section 8.04 for such phase of Development.
(f) The signature pages for Developer and City are hereby amended to reflect removal of the
footer"Exhibit A-page 1"and"Exhibit A-page 2",reflecting a total of seven(7)pages for
Exhibit A, not nine(9)pages.
(g) Exhibit B's Planned Unit Development in the Agreement is hereby amended to replicate
that certain Planned Unit Development adopted by the City of Baytown in Ordinance No.
14,733 dated May 27,2021.
(h) Exhibit C's Public Improvement Project Costs shall hereby be deleted and replaced with
Attachment A,attached hereto.
(i) The footer in Exhibit D is hereby amended and restated as follows:
Exhibit D-page 1.
(j) Exhibit J's Development Standards in the Agreement is hereby amended to replicate
Section III of the Planned Unit Development adopted by the City of Baytown in Ordinance
No. 14,733 dated May 27,2021.
(k) Exhibit K's Concept Plan is hereby revised to reflect the site plan found in Exhibit D of
the Agreement.
2. Limited Amendment: Except as expressly amended and modified by this Amendment, the
Agreement shall remain in full force and effect. In the event of any inconsistency between any term or
provision of the Agreement and any term or provision of this Amendment,the terms and provisions of this
Amendment shall govern and control for all purposes and respects and the Agreement shall be deemed
amended so as to be consistent herewith.
3. Definitions: Defined terms contained herein shall have the meaning in the Agreement unless
otherwise specifically provided herein.
4. Counterparts: This Amendment may be executed and delivered in any number of counterparts,
each of which when so executed and delivered shall be deemed to be an original and all of which
counterparts taken together shall constitute one instrument and agreement. A copy of an executed
counterpart delivered by telecopy or PDF shall bind the Party executing that counterpart.
[SIGNATURE PAGES FOLLOW]
016904.000001 4863-5421-3428.v1
IN WITNESS WHEREOF, the Developer and the City have executed this Amendment to be
effective as of the date and year first written above.
THE CITY
City of Baytown,Texas, a home-rule city and municipal
corporation
By:
Name:
Title: City Manager
ATTEST:
City Secretary
THE DEVELOPER
BAYTEN, LTD.,a Texas limited partnership
By:Its: General Partner
By:
Name:
Its: - — - -
016904.000001 4863-5421-3428.v l
Attachment"A"
The Crossings at Baytown
Detailed Infrastructure Cost Estimates
Description Amount Heeded
Beyten hems-Traunch 1
Storm Sewer $ 1395,32800
utilities S `63 33600
Street lmpnavements;Pa.ing) $ 2 A62 668OD
Ero-s)on Contra $ 37 3SB 00
General Conditions $ 629 40D 00
Detention Pond Construction $ 2 4M SW 74
Demolition S 1500000
Crosby Cedar RD improvements $ 4"203 33
1.10 Semoe Rd Improvements $ 108 2S9 80
P.D formwon Re ated Costs $ 4000000
Tote $ 8.305 353 87
Brayten hems-Trmutdt D
Landsope&lighting $ -
Traffic lights 2) $ 900 000jD0
Engmeenng-C., $ 390.50000
P-aect Mgt Fee $ 350000.00
Fencing S -
Monument Signage $ -
Detemmn Land;17 22 Acresy $ 1852 754.00
Contingency;8%. $ 1, WOMOD
Iota $ 4.493 2S&OD
$ 12.798 607 87
Meritage Homes hems
Water Sewer&Drainage $ 1.837 64300
Pav ng-Streets $ 1,722 790.00
Landscape $ 7S0000.00
Fencing $ 3501=00
WSDEngineer 16%) $ 294023.00
Paving Ergmeertl6%) $ Z7564600
WSDCMT 3%) $ 5512900
PavingCMT 3% $ 5168400
LandscapeArdtmctI10%) S 110000.0D
Cbnngency 1071) $ S44,692.0D
Total $ 5 991 607 00
History Maker Homes
WSt.D(EududesAlley: $ 1,18SJXXLW
Paving-Streets iEsciudes Alley $ 1066,500.00
Contrgensy.l0%) $ US 130.00
Total $ 2 476 430 00
McGrath Development(Apts)
WS&D S 746190.00
Contigency.10%) $ 74,61900
Total $ 820,80900
5 Acres RaeeB
*so $ 400A0000
Enguteenng $ 50o00.001
$ 460.00000
Parks&Ciectr Areas
.rpro—ents $ 30D 000.00
Tota+ $ X10 000100
TOTAL $ 22,847,453.87
TotalTraunch 1 S 8,305,353 87
Total TrevndhB S I "42,100.00
Total PID Costs S 24847,453 87
016904.000001 4863-5421-3428.v 1