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Ordinance No. 16,089 ORDINANCE NO. 16,089 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 CHAPTER 380 ECONOMIC DEVELOPMENT AGREEMENT WITH I-10 GROUP PROPERTY HOLDING, LLC DBA BAYTOWN ANIMAL HOSPITAL;AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN AS AUTHORIZED IN SAID AGREEMENT; MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ************************************************************************************* BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the City Manager to execute and the City Clerk to attest to a Chapter 380 Economic Development Agreement with I-10 Property Holdings, LLC DBA Baytown Animal Hospital. A copy of the agreement is attached hereto, marked Exhibit"A," and made a part hereof for all intents and purposes. Section 2: That the City Council of the City of Baytown authorizes payment in accordance with the agreement authorized in Section 1 hereinabove. Section 3: That the City Manager is hereby granted general authority to approve a decrease or an increase in costs by FIFTY THOUSAND AND NO. 100 DOLLARS (S50,000.00) or less, provided that the amount authorized in Section 2 hereof may not be increased by more than twenty-five percent(250 o). Section 4: 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 "ouncil of the City of Baytown this the 131h day of March, 2025. CHARLES JOH ON, Mayor �,OF gpY7Q yyN� ATTEST: .. N fit .Fv( ANGELA JA 'KSO C1 qrF OF TEMP APPROVED S ) FORM: SCOTT LETND,City Attorney Authorizing Chapter 380 Agreement with I-10 Holdings dba Bayto«n Annual Hospital kh.doer Exhibit "A" CHAPTER 380 ECONOMIC DEVELOPMENT AGREEMENT BETWEEN THE CITY OF BAYTOWN, TEXAS AND I-10 GROUP PROPERTY HOLDING LLC This Chapter 380 Economic Development Agreement ("Agreement") is made and entered into as of , 2025 (the "Effective Date") by and I-10 Group Property Holding LLC (the"Company"), and the City of Baytown, Texas (the"City"). The City is authorized by Chapter 380 of the Texas Local Government Code to create programs for the grant of public money to promote state and local economic development and to stimulate local business and commercial activity. The City has authorized the creation of an economic development program under Chapter 380 of the Texas Local Government Code and has authorized the City Manager to make a grant of money to the Company to (i) locate its veterinary facility (the "Facility") at Lot 2, of Huron Subdivision, a subdivision in Harris County, Texas according to the map or plat thereof recorded in Volume 44, Page 53 , of the Map Records of Harris County, Texas ("the "Property"), and (ii) create New Full-Time Jobs at the Facility((i) and (ii) together are the "Project"). The location of the Company's Facility in the City of Baytown will further state and local economic development and stimulate business and commercial activity in the City of Baytown. The Company accepts the City's grant and agrees to carry out the Project, the terms of which are the subject of this Agreement. The City and the Company agree as follows: AGREEMENT I. Company's Obligations 1.01 Construction of the Facility. The Company shall construct the Facility at the Property as follows: (a) The Company will construct a 10,000 square foot Facility in accordance with all applicable requirements, laws, rules, regulations, and ordinances and in accordance with the following additional construction requirements for exterior building fagades(other than accessory use buildings with less than 500 square feet of surface area): i. All walls facing Interstate 10 will be covered at least 80°o with brick stone, word, or fiber cement; and ii. All walls adjacent to the walls in Section 1.01(a)(i) will be covered at least 500'o with brick, stone, wood, or fiber cement. (b) The attached illustration of the Well Pet Center Veterinary as depicted in Exhibit A is an example of a facility meeting the requirements of Section 1.01(a)(i)and(ii). 1 (c) The Company shall comply with the following deadlines, including the dates provided for Commencement of Construction and Commercial Operations: i. "Commencement of Construction" of the Project means the first date on which all of the following have occurred, such date being no later than February 1,2025 (i)Company has received all necessary licenses, permits and clearances as, in each case, Company reasonably considers necessary so that physical construction of the Project may begin, and (ii) physical work of a significant nature has started on the construction of the Project (including, at a minimum, the installation or erection of fixed improvements to real property); provided, however, that such physical work of a significant nature shall not include any preliminary activities such as, but not limited to, pre- construction planning, engineering or design, clearing any portion of the land,dismantling and or removing any existing facility on the land, testing or drilling to determine soil conditions, grading or excavation to change the contour of any portion of the land(as distinguished from excavation for footings and foundations), erecting fences, and construction of temporary roads to provide access to the site or used solely for employee, contractor and visitor vehicles (as distinguished from permanent roads integral to the operation or maintenance of the Project upon the completion of construction). ii. "Commercial Operations Date" means the date the Project has been placed into service for the purpose of an animal hospital or the date Company receives it certificate of occupancy from the City of Baytown, Texas, whichever occurs later but in no event shall be later than June 1, 2026. 1.02 Investment in the Facility. Company or its lessor, or landlord, or owner of the real property at which the Facility is located must add a minimum taxable value of $3,500,000.00 in improvements to the Property ("Added Taxable Value") and maintain a minimum taxable value of$3,500,000.00 for at least five years from the Commercial Operations date. 1.03 Creation and Retention of New Full-Time Jobs. Company must create and retain 25 additional full-time equivalent(FTE) employment positions, of which said position means a person whose employment is permanent, nonseasonal and who is employed for a minimum of 35 hours per week, for at least five years beginning on the Commercial Operations Date. 1.04 Compliance with City Requirements. The Company must maintain compliance with all City requirements, including payment of taxes and fees owed to the City. 1.05 Payment of ad valorem taxes. Company must not allow its Ad Valorem Taxes due on the Property, Improvements,or any other personal property installed,put in place,or otherwise set upon the Property(including inventory and supplies) to become delinquent for a period of sixty(60) days and fails to timely and properly follow any legal procedures or remedies for protest of such taxes. Any administrative or legal protest or any legal challenge 2 procedure(s) permitted by law to be undertaken by Company in connection with taxes due and owing shall not release, delay, or relieve Company from making and meeting any and all additional and other financial commitments, payments and obligations it has agreed to make and is undertaking pursuant to all and other terms of this Agreement. II. City's Obligations 2.01 Economic Development Incentive. As consideration for the Company's performance of its obligations under this Agreement, City shall pay Company an amount equal to three percent of the amount of the increased Added Taxable Value annually for the Term, made in five total payments with the first payment following the tax year of the Commercial Operations Date, and with each following payment made annually thereafter (the "Reimbursement"). In no event shall any single annual payment exceed $21,000.00, and in no event shall the total amount of the Reimbursement paid by City under this Agreement exceed$105,000.00. The City's obligation to pay the Reimbursement is conditioned on the following requirements: (a) The Company is operating an animal hospital on the Property. (b) The Company has complied with its obligations regarding Added Taxable Value. (c) The Company is in compliance with all applicable requirements. (d) The Company has certified in writing on the form provided by the City that it is in compliance with the terms and conditions of this Agreement, and the City has verified such compliance. (e) The Company has provided the City with the following documents for reimbursement: 1. A comprehensive list of all permits and fees, copies of all paid permits and fees, detailed description of improvements with itemized costs, and paid receipts for completed improvements. 2. The Harris Central Appraisal District assessment records for the year the Company is applying for as well as the previous year to verify that the cost of improvements equals an increase in appraised taxable value for the City of Baytown. 3. Proof that taxes have been paid for the year applying. 4. Any other information reasonably required by the City to confirm compliance. (f) Annually during the Term, the City may rebate a portion of the sales tax collected from the Company's operations at the Property, not to exceed $30,000.00 (the "Sales Tax Rebate"). The Sales Tax may be made annually, based on sales tax receipts submitted by the Company, provided that the Company has provided the City with the following documents for reimbursement: 1. Copies of sales tax returns filed with the Texas Comptroller of Public Accounts. 2. Proof of payment of sales tax for the period applying. 3. Any other information reasonably required by the City to confirm compliance with this Agreement. 3 III. General Terms 3.01 Term. The term of this Agreement will begin on the Effective Date and continue for five (5) years except as agreed to in writing by both Parties or as otherwise provided in this Agreement. 3.02 Payments Subject to Future Appropriation. This Agreement shall not be construed as a commitment, issue, pledge or obligation of any specific taxes or tax revenues for payment to the Company. (a) All payments or expenditures made by the City under this Agreement are subject to the City's appropriation of funds for such payments or expenditures to be paid in the budget year for which they are made. (b) The payment(s) to be made to the Company, or other expenditure(s) under this Agreement, if paid, shall be made solely from annual appropriations of the City as may be legally set aside for the implementation of Article III, Section 52a of the Texas Constitution,Chapter 380 of the Texas Local Government Code,or any other economic development or financing program authorized by statute or home-rule powers of the City under applicable Texas law,subject to any applicable limitations or procedural requirements. (c) In the event the City does not appropriate funds in a given fiscal year for payments due or expenditures under this Agreement, the City shall not be liable to the Company for such payments or expenditures unless and until appropriation of the necessary funds is made; provided, however, that the Company, in its sole discretion, shall have the right, but not the obligation, to terminate this Agreement and shall have no obligations under this Agreement for the year in which the City does not appropriate the necessary funds. (d) To the extent there is a conflict between this Section 3.02 and any other language or covenant in this Agreement, this Section 3.02 shall control. 3.03 Representations and Warranties. The City represents and warrants to the Company that the economic development program and this Agreement are within its authority, and that it is duly authorized and empowered to establish the economic development program and enter into this Agreement, unless otherwise ordered by a court of competent jurisdiction. The Company represents and warrants to the City that it has the requisite corporate authority to enter into this Agreement. 3.04 Event of Default. If either the City or the Company should fail in the performance of any of its obligations under this Agreement, such failure or omission to perform shall constitute an "Event of Default" under this Agreement. When an Event of Default occurs, the non- defaulting party shall provide the defaulting party with written notice of the alleged Event 4 of Default (pursuant to Section 3.09, below), and allow the defaulting party a minimum period of ninety (90) calendar days after the receipt of this notice to cure such Event of Default, prior to terminating this Agreement, instituting an action for breach of contract or pursuing any other remedy for the event of default. 3.05 Entire Agreement. This Agreement contains the entire agreement between the Parties. All prior negotiations, discussions, correspondence, and preliminary understandings between the parties and others relating to the Parties' obligations are superseded by this Agreement. This Agreement may only be modified, altered or revoked by written amendment signed by the City and the Company. 3.06 Binding Effect. This Agreement shall be binding on and inure to the benefit of the Parties, their respective successors and assigns. 3.07 Assignment. Except as provided below, the Company may not assign its rights or obligations under this Agreement to a third party without prior written approval of the City. 3.08 Termination. (a) Termination by the Company for convenience. In the event the Company elects not to proceed with the Project as contemplated by this Agreement, the Company shall notify the City in writing, and this Agreement and the obligations on the part of both Parties shall be deemed terminated and of no further force or effect. (b) Termination for Cause. If either Party to this Agreement fails to meet its obligations under this Agreement, and the non-defaulting party provides notice of the Event of Default as set forth in Section 3.04, above, and the Event of Default is not cured within the ninety (90) calendar day cure period, this Agreement may be terminated by the non-defaulting party after expiration of the ninety (90) calendar day cure period. 3.09 No Waiver of Immunity. Nothing contained in this Agreement nor the execution of this Agreement, or the performance of any obligation hereunder will operate to or be deemed to waive any immunity or defense of any City trustee, officer, employee, volunteer, representative, or agent or any Company trustee, officer, employee, volunteer, representative, or agent may be entitled under law. 3.10 Notice. Any notice and/or statement required or permitted to be delivered shall be deemed delivered by actual delivery,by facsimile with receipt of confirmation,or by depositing the same in the United States mail, certified with return receipt requested, postage prepaid, addressed to the appropriate party at the following addresses: To the Coinpany: I-10 Group Property Holding LLC. Attn: Francisco Alvarez Address: 4601 Decker Drive, Baytown, TX 77520 5 Email: falvarezdvm@gmail.com To the City: City of Baytown Attn: City Manager Address: 2401 Market Street, Baytown, TX 77520 Email:jason.reynolds@baytown.org with a copy to.- City of Baytown Attn: City Attorney Address: 2401 Market Street, Baytown, TX 77520 Email: scott.lemond@baytown.org Any such notices will be either(a) sent by certified mail, return receipt requested, in which case such notice will be deemed delivered three(3) business days after the deposit thereof, postage prepaid, in the United States mail, or(b) sent by a nationally recognized overnight courier, in which case such notice will be deemed delivered upon actual receipt, or (c) delivered by hand delivery, in which case such notice will be deemed delivered upon receipt, or (d) sent by email transmission, in which case such notice will be deemed delivered upon actual receipt. The above address and email may be changed by written notice to the other party; provided, however, that a notice of a change of address will not be effective until actual receipt of such notice. Copies of notices are for informational purposes only, and a failure to give or receive copies of any notice will not be deemed a failure to give notice. If any notice, letter or information herein requires "actual receipt," such notice, letter, or information will not be deemed received until the party entitled to receive the same has physical possession of such notice, letter or information. The term "business day" as used in this Agreement will mean a day that is not a Saturday, Sunday, or legal holiday in Houston, Texas. 3.12 Interpretation. Each of the Parties has been represented by counsel of their choosing in the negotiation and preparation of this Agreement. Regardless of which party prepared the initial draft of this Agreement, this Agreement shall be interpreted as being drafted by both Parties in conjunction with the other, neither more strongly for, nor against any party. 3.13 Applicable Law and Venue. This Agreement is made, and shall be construed and interpreted, under the laws of the State of Texas. Venue for any dispute arising under this Agreement shall lie in the state courts of Harris County, Texas. 3.14 Severability. In the event any provision(s) of this Agreement is deemed illegal, invalid or unenforceable under present or future law(s) by a court of competent jurisdiction, it is the 6 intention of the Parties that the remainder of this Agreement shall not be affected. It is also the intention of the Parties that in lieu of each clause and provision that is found to be illegal, invalid or unenforceable, a provision will be substituted by written amendment to this Agreement which is legal, valid or enforceable and similar in terms to the provision deemed to be illegal, invalid or unenforceable. 3.15 Paragraph Headings. The paragraph headings contained in this Agreement are for convenience only and will in no way enlarge or limit the scope or meaning of the various and several paragraphs. 3.16 No Third Party Beneficiaries. This Agreement is not intended to confer any rights, privileges or causes of action upon any third party. 3.17 No Joint Venture. It is acknowledged and agreed by the Parties that the terms of this Agreement are not intended to and shall not be deemed to create any partnership or joint venture among the parties. The City, its past, current and future officers, elected officials, employees and agents do not assume any responsibilities or liabilities to any third party in connection with the Facility or the design, construction or operation of any portion thereof. 3.18 Public and Confidential Information. All records and information provided to the City and its representatives to verify compliance with this Agreement, including monthly and annual reports shall be considered public information, and shall be available for public inspection, and may be posted on the City's website without further advance notice to the Company. Other information provided by or on behalf of the Company under or pursuant to this Agreement that the Company considers as proprietary shall be maintained as confidential to the extent allowed by law. If proprietary financial or trade secret information is requested under the Texas Public Information Act(the"Act"), the City shall follow the standards set out in the Act and under the Texas Attorney General's procedures for such requests, and the Company shall be responsible for defending the confidentiality of such information. The City has the right to conduct on-site inspections of documents to establish compliance, including but not limited to payroll records reflecting the names, hire dates, salaries and number of hours compensated of all individuals in New Full-Time Jobs. 3.19 Limitation of Liability. In no event will either party be liable to the other party for any indirect, special, punitive, exemplary, incidental, or consequential damages. 3.20 Counterparts. This Agreement may be executed in several identical counterparts by the Parties on separate counterparts, and each counterpart, when so executed and delivered, shall constitute an original instrument, and all such separate counterparts combined shall constitute one (1) original agreement. EXECUTED by the authorized representatives of the Parties on the dates indicated below. I-10 Group Property Holding LLC CITY OF BAYTOWN, TEXAS (DBA Baytowa Animal Hospital) B L By: rancisco AlvoiJason Reynolds Owner City Manager Date: v2si2s , 2025 Date: 12025 Approved as to form: Scott Lemond, City Attorney K EXHIBIT A PRELIMINARY SITE PLAN __ ____------------_------------ ---------- ---- _------------------- — li)i'1"1:i!�-)1IA:•VYIV ............._..................._.._..._.......I.._. y _.I _...._.... ... _...._......_.. �• 11 I I -►�.._..._f ._...�.. X Y PROPERTY.49.388SF(1.13 ACRES) I m Pua:le aewaEUPnr I �I� I � I eu)axi armss I {\J K45HOU Duane aeu�aEo ( 916YVtka6.N95PACE9 1 ' I II ADpfeWvP 00n4 1)9PA4E5 ._ � L �I TO'AL P4tlGNG 655P/.CES I � /�) ) t JI L — — --- eAl.o 147' 51 9 ........... OTTI, Iffl KAS14-OU Z. �qj 10 VL L Cl I-IN ro. F ra 11 L2 EXHIBIT B CHAPTER 380 ECONOMIC DEVELOPMENT AGREEMENT COMPLIANCE REPORT City of Baytown, Texas I-10 Group Property Holding LLC (DBA Baytown Animal Hospital) Reporting Period: I. Business Information • Company Name: I-10 Group Property Holding LLC • Facility Name: Baytown Animal Hospital • Facility Address: • Contact Person: • Phone Number: • Email Address: II. Facility Construction Compliance 1. Project Status o Commencement of Construction Date: o Commercial Operations Date: 2. Compliance with Construction Requirements Total square footage constructed: Compliance with exterior building fagade requirements: Yes No If No, provide explanation: 3. List of All Required Permits Obtained (Attach copies of all issued permits) III. Investment Compliance 1. Added Taxable Value o Minimum Required: $3,500,000.00 o Actual Added Value: $ o Harris Central Appraisal District(HCAD) assessment records for: • Previous Year: (Attach copy) • Current Year: (Attach copy) 2. Proof of Paid Ad Valorem Taxes Attach receipts or proof of payment for property taxes. Are taxes current? Yes No If No, provide explanation: 12 IV. Employment Compliance 1. Job Creation & Retention o Minimum required new full-time jobs: 25 o Actual full-time employees hired: o Attach payroll records showing employee names, hire dates, salaries, and hours worked. 2. Compliance Period Have all required jobs been maintained for at least five years from the Commercial Operations Date? Yes No If No. provide explanation: V. Sales Tax Rebate Compliance (If applicable) 1. Total Annual Sales Tax Remitted to Texas Comptroller: $ 2. Requested Rebate Amount (not to exceed $30,000): $ 3. Supporting Documentation: Copies of sales tax returns filed with the Texas Comptroller. Proof of payment of sales tax for the reporting period. VI. Certification and Signature I certify that the information provided in this compliance report is accurate and that I-10 Group Property Holding LLC is in full compliance with the terms and conditions of the Chapter 380 Economic Development Agreement with the City of Baytown, Texas. �`�r�Authorized Representative: Title: Owner Date: 2/25/25 13