Ordinance No. 16,212 ORDINANCE NO. 16,212
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
APPROVING A TAX INCREMENT REINVESTMENT ZONE (TIRZ) REIMBURSEMENT
AGREEMEN BY AND AMONG, REINVESTMENT ZONE NUMBER ONE OF THE CITY OF
BAYTOWN, TEXAS, THE BAYTOWN REDEVELOPMENT AUTHORITY, AND SAN
JACINTO RETAIL ASSOCIATES, LLC, RELATED TO THE REDEVELOPMENT OF THE
SAN JACINTO MALL PROPERTY; PROVIDING FOR A REPEALING CLAUSE;
PROVIDING FOR A SEVERABILITY CLAUSE; AND PROVIDING FOR THE EFFECTIVE
DATE THEREOF.
WHEREAS,the City Council of the City of Baytown,Texas("City Council")created Reinvestment
Zone Number One,of the City of Baytown,Texas(the"Zone")and established a Project Plan and Financing
Plan (as amended, the "Project Plan")pursuant to Chapter 311 of the Texas Tax Code; and
WHEREAS, the City Council authorized the creation of the Baytown Redevelopment Authority
(the "Authority") to aid the City in implementing projects consistent with the Project Plan; and
WHEREAS, San Jacinto Retail Associates, LLC(the "Developer") is redeveloping approximately
103.75 acres of land located within the Zone, formerly known as the San Jacinto Mall (the"Property"), into
a mixed-use project(the "Project"); and
WHEREAS, the development of the Project requires the design and construction of certain public
infrastructure improvements ("TIRZ Improvements"), including public streets, utilities, and traffic
improvements, which are eligible for funding under the Project Plan; and
WHEREAS,the Zone,the Authority,and the Developer desire to enter into a TIRZ Reimbursement
Agreement(the "Agreement")to provide for the Developer to fund and construct the TIRZ Improvements
and be reimbursed for the costs thereof from the available tax increment generated from the Property; and
WHEREAS, the City Council has reviewed the terms of the Agreement,attached hereto as Exhibit
"A", and finds that it is in the public interest and will promote the development and redevelopment of the
Zone in accordance with the Project Plan.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
BAYTOWN, TEXAS:
Section 1: That the findings and recitals set forth in this Ordinance are hereby found to be true and
correct and are incorporated herein for all purposes.
Section 2: That the City Council of the City of Baytown hereby approves the TIRZ Reimbursement
Agreement by and among Reinvestment Zone Number One, of the City of Baytown, Texas, the Baytown
Redevelopment Authority, and San Jacinto Retail Associates, LLC, a copy of which is attached hereto as
Exhibit"A"and incorporated herein by reference.
Section 3• That all ordinances or parts of ordinances in conflict herewith are hereby repealed to the
extent of the conflict only.
Section 4: That if any section, subsection, sentence, clause, or phrase of this Ordinance is, for any
reason, held to be unconstitutional or invalid, such decision shall not affect the validity of the remaining
portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance and
each section, subsection, sentence, clause, and phrase thereof irrespective of the fact that any one or more
sections, subsections, sentences, clauses, or phrases be declared unconstitutional or invalid.
Section 5; That this Ordinance shall be in full force and effect from and after its passage and
publication as required by law
INTRODUCED, RF4D and PASSED by the affirmative vote of the City Council of the City of
Baytown this '' day of �, 20 .
CHARLES JOH Ma��.�� yor
v n
A SLYv v ; City Clerk
APPROVED i.S FORM.
SCOTT LEMND, City Attorney
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Exhibit "A"
TIRZ REIMBURSEMENT AGREEMENT
This TIRZ REIMBURSEMENT AGREEMENT ("Agreement") is made and entered into
effective as of , 2025 (the "Effective Date"), by and among REINVESTMENT ZONE
NUMBER ONE, CITY OF BAYTOWN,TEXAS(the "Zone"), a tax increment reinvestment zone
created by the City of Baytown, Texas (the "City"), pursuant to Chapter 311 of the Texas Tax
Code, as amended (the "TIRZ Act"), acting by and through its governing body, the Board of
Directors (the "Zone Board"), BAYTOWN REDEVELOPMENT AUTHORITY (the
"Authority"), a local government corporation created and organized under the provisions of the
Texas Transportation Corporation Act, Chapter 431, Transportation Code, and authorized and
approved by the City under Resolution No. 1516 adopted on October 25, 2001, acting by and
through its governing body, the Board of Directors (the "Authority Board") and SAN JACINTO
RETAIL ASSOCIATES, LLC, a Texas limited liability company (the "Developer").
RECITALS
A. By Ordinance Nos. 9197 and 9275, adopted August 9, 200I, and November 20,
2001,respectively,the City Council of the City(the "City Council")created and enlarged the Zone,
located wholly in the City, pursuant to a Preliminary Reinvestment Zone Financing Plan, and
appointed the Zone Board, all in accordance with the TIRZ Act.
B. The City Council approved the Final Project and Financing Plan for Reinvestment
Zone Number One, City of Baytown (as amended, the "Project Plan") pursuant to Ordinance No.
9290 dated December 13, 2001,which was subsequently amended and restated by Ordinance Nos.
10,923 and 10,982, 12,112, 12,730, 12,918, 13,397, 13,423, and 14,637.
C. The City Council expanded the boundaries of the Zone pursuant to Ordinance Nos.
9708, 9968 and 12,111.
D. Pursuant to Ordinance No. 15,577 the City (i) enlarged the boundaries of the Zone
to include the approximately 103.7506 acres of land depicted and described in Exhibit A (the
"Property"), which exhibits is attached hereto and incorporated herein, and (ii) adopted the Eight
Amended Project Plan and Financing Plan for the Zone. The above described ordinances creating,
expanding, and modifying the Zone and Project Plan are referred to collectively herein as the
"TIRZ Ordinance."
E. The City authorized the creation of the Authority to aid, assist and act on behalf of
the City in performance of the City's governmental functions with respect to the common good
and general welfare of Baytown and neighboring areas as described in Ordinance No. 9275 dated
November 20, 2001. The City, the Zone, and the Authority have entered into that certain
Agreement dated November 24, 2001, and approved as Ordinance No. 9271 (the "Baytown
Agreement"), pursuant to which the City and the Zone contracted with the Authority to administer
the Zone, including, but not limited to, the power to engage in activities relating to the acquisition
and development of land, to construct and improve infrastructure in Baytown, to enter into
development agreements with developersibuilders within the City, and to issue, sell or deliver its
bonds, notes or other obligations in accordance with the terms of the Baytown Agreement upon
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the approval of the City Council. The Baytown Agreement further provides that the Authority
must obtain the prior approval of the City for any project approved in Zone's Project Plan that is
constructed or caused to be constructed by the Authority.
F. The TIRZ Act provides that the Zone may enter into agreements as the Zone Board
considers necessary or convenient to implement the Project Plan and achieve its purposes. The
Authority Board and the Zone Board have determined that it is in the best interest of the City and
the Zone to enter into this Agreement with the Developer, as the Developer has purchased the
Property, in order to provide for the efficient and effective implementation of certain aspects of
the Project Plan.
G. The Developer desires to develop a mixed use center on the Property (the
"Project"), including, without limitation, a retail center within a portion of the Property, in
accordance with the terms of that certain 2022 Economic Development Agreement by and between
the Developer and the City dated August 29, 2022 (the "Development Agreement"), and the
Developer desires to undertake the funding, design, and construction of certain improvements to
benefit the Property and the Zone, which improvements are described in Exhibit B attached to this
Agreement and incorporated herein for all purposes (the "TIRZ Improvements").
H. In consideration of the funding,design,and construction of the TIRZ Improvements
and the development of the Project, which will bring additional ad valorem tax revenues and sales
tax revenues to the City and create additional employment opportunities for the citizenry of the
City, the Zone and the Authority desire to enter into this Agreement with the Developer as an
economic incentive to develop, finance, and construct the TIRZ Improvements.
AGREEMENT
For and in consideration of the mutual promises, covenants, obligations, and benefits of
this Agreement, the Authority, the Zone, and the Developer contract and agree as follows:
ARTICLE I
GENERAL TERMS
1.1 Definitions. The terms "Agreement," "Authority," "Authority Board," "Baytown
Agreement," "City," "City Council," "Developer," "Development Agreement," "Effective Date,"
"Project," "Project Plan," "Property," "TIRZ Act," "TIRZ Ordinance," "TIRZ Improvements,"
"Zone," and "Zone Board" have the above meanings, and the following terms have the following
meanings:
"Authority Bonds" shall mean the Authority's tax increment revenue bonds issued in one
or more series pursuant to Article 6 of this Agreement.
"Available Tax Increment" shall mean funds in the Property Account within the Tax
Increment Revenue Fund derived from the City Increment and the County Increment within the
Property.
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"Certificate of Project Costs" shall mean a certificate in the form attached hereto as Exhibit
C documenting total Project Costs incurred and paid by the Developer for the applicable time
period.
"City Increment" means, for a year, 100°o of the ad valorem property taxes levied and
collected by the City for that year on the captured appraised value of real property (as defined in
Section 311.012 of the TIRZ Act) taxable by the City and located within the Property.
"Completion" shall mean completion of construction of the TIRZ Improvements in
accordance with the Plans and Specifications so that the TIRZ Improvements can be used and
maintained for their intended purposes. Completion shall be approved by the City and certified by
the engineering firm engaged by Developer to make such certification.
"County" shall mean Harris County, Texas.
"County Increment" means, for a year, 750 o of the ad valorem property taxes levied and
collected by the County for that year on the captured appraised value of real property (as defined
in Section 311.012 of the TIRZ Act) taxable by the County and located within the Property, but
not to exceed $0.30 per$100 of value.
"Developer Advances" shall mean any funds advanced for eligible Project Costs by the
Developer pursuant to Article 6 of this Agreement.
"Parties" or "Party" shall mean the Zone, the Authority, and the Developer, as parties to
this Agreement.
"Plans and Specifications" shall mean the designs, plans and specifications for the TIRZ
Improvements prepared or to be prepared by engineering and landscape architect firms at the
direction of the Developer and as approved by the City in accordance with Section 4 2.
"Project Costs" shall mean all costs directly related to the design, acquisition and
construction of the TIRZ Improvements which are eligible for financing by the Zone pursuant to
the TIRZ Act, as described in Section 3.3 herein, estimates of which are described in Exhibit B.
The term includes financing costs equal to interest on the foregoing, accruing from the date of
payment by the Developer to the date of reimbursement, and accruing at a rate equal to the lesser
of(i) if the Developer obtained loans (including internal corporate borrowings) for the purpose of
constructing the TIRZ Improvements, the interest rate actually paid by the Developer on the
applicable loan, or(ii) seven percent (7%).
"Property Account" means an account within the Tax Increment Revenue Fund established
by the City to account for the tax increment attributable to the Property, the proceeds of Authority
Bonds issued to finance TIRZ Improvements pursuant to this Agreement, and other obligations
issued pursuant to Article 6, and earnings from the investment of such amounts.
"State" shall mean the State of Texas.
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"Tax Increment" means for any given period the total revenue paid into the Tax Increment
Revenue Fund from the incremental ad valorem property taxes paid on all taxable properties in the
Zone.
"Tax Increment Revenue Fund" shall mean the special fund established by the Authority
and funded with payments made by the City and the County (and any other entity which agrees to
participate in the Project Plan), which payments are attributable to incremental ad valorem
property taxes paid on taxable properties within the Zone.
1.2 Singular and Plural. Words used herein in the singular, where the context so
permits, also include the plural and vice versa. The definitions of words in the singular herein also
apply to such words when used in the plural where the context so permits and vice versa.
ARTICLE 2
REPRESENTATIONS
2.01 Reuresentations of the Zone. The Zone hereby represents that as of the date hereof:
(A) The Zone is duly authorized, created and existing under the laws of the State of
Texas and is duly qualified and authorized to carry on the governmental functions and operations
as contemplated by this Agreement.
(B) The Zone has the power, authority and legal right to enter into and perform this
Agreement, and the execution, delivery and performance hereof(i) have been duly authorized, (ii)
will not violate any applicable judgment, order, law or regulation, and (iii) do not constitute a
default under, or result in the creation of, any lien, charge, encumbrance or security interest upon
any assets of the Zone under any agreement or instrument to which the Zone is a party or by which
the Zone or its assets may be bound or affected.
(C) The TIRZ Improvements are components of or are consistent with the current
Project Plan
(D) This Agreement has been duly authorized, executed and delivered by the Zone and
constitutes a legal, valid and binding obligation of the Zone, enforceable in accordance with its
terms.
(E) The execution, delivery and performance of this Agreement by the Zone does not
require the consent or approval of any person which has not been obtained.
2.02 Rep_ resentations of the Authority. The Authority hereby represents that as of the
date hereof:
(A) The Authority is duly authorized, created and existing under the laws of the State
of Texas and is duly qualified and authorized to carry on the governmental functions and
operations as contemplated by this Agreement The Baytown Agreement and the TIRZ Ordinance.
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adopted by City Council, remain in full force and effect and have not been amended or
supplemented since the date of its adoption, other than as specifically stated herein.
(B) The Authority has the power,authority and legal right to enter into and perform this
Agreement and the execution,delivery and performance hereof(i) have been duly authorized. will
not violate any applicable judgment, order, law or regulation, and (ii) do not constitute a default
under, or result in the creation of, any lien, charge, encumbrance or security interest upon any
assets of the Authority under any agreement or instrument to which the Authority is a party or by
which the Authority or its assets may be bound or affected.
(C) The TIRZ Improvements are components of or are consistent with the current
Project Plan.
(D) This Agreement has been duly authorized, executed and delivered by the Authority
and constitutes a legal, valid and binding obligation of the Authority, enforceable in accordance
with its terms.
(E) The execution, delivery and performance of this Agreement by the Authority, does
not require the consent or approval of any person which has not been obtained.
2.3 Representations of the Develop_ er. The Developer hereby represents that as of the
date hereof:
(A) The Developer is duly authorized, created and existing in good standing under the
laws of the State of Texas and is qualified to do business in the State of Texas.
(B) The Developer has the power, authority and legal right to enter into and perform its
obligations set forth in this Agreement, and the execution, delivery and performance hereof(i)
have been duly authorized, will not, to the best of its knowledge, violate any judgment, order, law
or regulation applicable to the Developer, and (ii)do not constitute a default under or result in the
creation of, any lien, charge, encumbrance or security interest upon any assets of the Developer
under any agreement or instrument to which the Developer is a party or by which the Developer
or its assets may be bound or affected.
(C) This Agreement has been duly authorized, executed and delivered and constitutes
a legal, valid and binding obligation of the Developer, enforceable in accordance with its terms.
ARTICLE 3
THE PROPERTY AND NEEDED TIRZ IMPROVEMENTS
3.1 The Property. The Zone is desirous of promoting the development of the Project,
which may include commercial, multi-family residential, office, entertainment, sport venues,
retail, and other similar type development within the Property. In order to promote and expedite
development of the Property, the Developer is willing to construct the T[RZ Improvements as
provided hereinafter, and in return the Zone will utilize the Available Tax Increment generated by
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the growth of the ad valorem tax base within the Property to reimburse the Developer for the
Project Costs incurred to fund the TIRZ Improvements.
3.2 TIRZ Improvements. The TIRZ Improvements will consist of the projects
described in Exhibit B and shall include the design, construction and installation of certain public
infrastructure relating to the Property, such infrastructure being more particularly described in the
Plans and Specifications. The TIRZ Improvements will be developed pursuant to the Plans and
Specifications.
3.3 Project Costs. The estimated Project Costs of the TIRZ Improvements are described
in Exhibit B. The Project Costs of the TIRZ Improvements shall include, to the maximum extent
allowed by law, all of the costs directly related to the design, acquisition, and construction of the
TIRZ Improvements which can be paid pursuant to the TIRZ Act from the Property Account,
including without limitation, the payment of the costs of design, engineering, reports, materials,
labor, construction, and inspection arising in connection with the TIRZ Improvements, including
all payments arising under any contracts entered into pursuant to this Agreement, all costs incurred
in connection with obtaining governmental approvals, certificates or permits required as a part of
any contracts entered in to in accordance with this Agreement, all related legal fees and out-of-
pocket expenses incurred in connection therewith directly related to the TIRZ Improvements,costs
of sites and right-of-way (including ad valorem taxes paid on such sites and all costs related to
condemnation, if needed), and interest on such costs as provided herein. The parties acknowledge
that the descriptions on Exhibit B are preliminary estimates of the Project Costs and that actual
Project Costs may differ Total reimbursement to the Developer pursuant to this Agreement for
Developer Advances, exclusive of financing costs incurred by the Developer as provided herein,
shall not exceed Fifteen Million and 00100 Dollars ($15,000,000.00). The Maximum
Reimbursement to Developer, including financing costs, is contained in Section 6.2(C),
3.4 Obligation, The TIRZ Improvements shall be designed, acquired, constricted and
implemented in accordance with the Plans and Specifications to be approved by the City under
Article 4.
ARTICLE 4
DUTIES AND RESPONSIBILITIES OF THE DEVELOPER
4.1 Constriction Manaeer. The Developer agrees to construct the TIRZ Improvements
as described in the Plans and Specifications and to provide and furnish, or cause to be provided
and furnished, all materials and services as and when required in connection with the construction
of the TIRZ Improvements. The Developer will obtain all necessary permits and approvals from
the City and all other governmental officials and agencies having jurisdiction (including the
approvals required under the Baytown Agreement), provide supervision of all phases of
construction of the TIRZ Improvements, provide periodic reports as requested and required by the
Authority of such construction to the Authority Board with copies to the City, and cause the
construction to be performed in accordance with the Plans and Specifications.
4.2 Desipan of the TIRZ Improvements. The Developer shall prepare, or cause to be
prepared, the Plans and Specifications for the TIRZ Improvements. Prior to the commencement of
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construction or implementation of the TIRZ Improvements, the Plans and Specifications must be
submitted to and approved by the City and all other regulatory authorities having jurisdiction. Once
the Plans and Specifications have been approved by the City, no material changes thereto can be
made without the express written approval of the City.
4.3 Completion. Upon completion of one or more of the TIRZ Improvements,
Developer shall provide the Authority and the City with a final cost summary of all costs associated
with such TIRZ Improvements accompanied by contractor invoices, a certificate of completion,
and evidence that all amounts owing to contractors and subcontractors have been paid in full
evidenced by customary affidavits executed by such contractors. Completion of the TIRZ
Improvements must occur by January 1, 2028.
4.4 Convevance of Easements. If applicable, the Developer shall grant to the City and
the Authority, at no cost to the City or the Authority, all required temporary construction and
access easements necessary to maintain the public TIRZ Improvements. The easements granted
must be satisfactory for the intended purpose as determined by the City. If applicable,the Authority
shall grant the Developer, at no cost to the Developer, all required temporary construction and
access easements necessary to install the TIRZ Improvements.
4.5 Pavment of Fees. Developer agrees to pay all applicable impact fees, tap fees,
monthly rates and charges for water and sewer services,and City building permit fees for the TIRZ
Improvements until such time as the TIRZ Improvements are conveyed to the City or County, as
applicable. Such fees, other than City building permit fees related to TIRZ Improvements, do not
constitute Project Costs and are not subject to reimbursement.
4.6 Cooperation. Developer agrees that it will cooperate with the Zone and the
Authority to provide all necessary information to the Authority and its consultants in order to assist
the Authority in complying with the Baytown Agreement, including, without limitation, the
completion of the audit and construction audit required therein.
4.7 Ad Valorem Taxes. The Developer agrees that all real property subject to ad
valorem taxation within the Property will be valued for taxation in accordance with Section 23.01,
Texas Tax Code, as amended, and that it will not request such property to be valued for taxation
on the basis of inventory as permitted by Section 23.012, Texas Tax Code, as amended.
4.8 Project Costs Incurred by Developer prior to Effective Date. The Authority and the
Zone agree to reimburse the Developer for Project Costs of TIRZ Improvements paid or incurred
prior to the Effective Date hereof, plus financing costs and,'or interest as set forth in Article 6
below.
49 No Vested Rights. The Developer expressly understands and agrees that neither
this Agreement nor any approvals required herein shall be construed as a "permit," as defined in
Section 245.001 of the Texas Local Government Code, or an application therefor; and, as such,
the Developer has no vested right as a "permit" in any order, regulation, ordinance,rile, expiration
date or other requirement in effect at the time of execution of this Agreement or at the time any
approval pursuant to the terms hereof is obtained. To this end, Developer, for itself, its officers,
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agents, employees, successors and assigns, hereby releases and holds harmless the City, the
Authority and the Zone from any claim or cause of action involving vested rights, including, but
not limited to, such a right claimed pursuant to Chapter 245 of the Texas Local Government Code,
arising out of this Agreement.
ARTICLE 5
DUTIES AND RESPONSIBILITIES OF THE AUTHORITY
5.1 Authority Contributions. Except as limited by Sections 3.3 and 6.2, the Authority
shall pay or reimburse to Developer the Project Costs of the TIRZ Improvements, including
accrued interest, as provided by Article 6 herein. In the event a portion of the TIRZ Improvements
is determined to be ineligible under the Act, the Project Costs shall be reduced by the amount of
such TIRZ Improvements.
5.2 Computation of Tax Increment. After receiving each certified assessment roll for
the Zone, and each certified adjustment to the roll, of taxable property comprising or situated on
the Property, the Authority shall calculate the captured appraised value, as defined in Section
311.012, Texas Tax Code, of the Property. Annually, the Authority shall provide to the Developer
a copy of each certified roll of taxable property comprising or situated on the Property and shall
cooperate with the Developer in correcting any roll as required to reflect the assessed value of all
taxable property comprising or situated on the Property.
ARTICLE 6
PROJECT COST REIMBURSEMENT
6.1 Tax Increment Revenue Fund. The Authority,on behalf of the City,has established
and will maintain a separate account within the Tax Increment Revenue Fund, referred to herein
as the Property Account, applicable to the Property and the City Increment and County Increment
collected thereon, into which all Available Tax Increment revenue shall be deposited and
accounted.
6.2 Developer Reimbursement.
(A) Developer shall advance sufficient funds as such become due for all costs
comprising the Project Costs including, without limitation, all costs of design, engineering,
materials, labor, construction, and inspection arising in connection with the TIRZ Improvements,
including all payments arising under any contracts entered into by Developer pursuant to this
Agreement, all costs incurred in connection with obtaining governmental approvals, certificates or
permits (including any building permit fees) required as a part of any contracts entered into in
accordance with this Agreement, and all related legal fees incurred in connection therewith-
(B) As the Developer incurs Project Costs to undertake the TIRZ
Improvements, the Developer shall execute and deliver to the Authority and Zone, no more than
twice per year, a Certificate of Project Costs in the form attached hereto as Exhibit C
documenting the total Developer Advances funded since the most recently submitted Certificate
of Project Costs through the date of the certificate. Within sixty (60) calendar days following
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receipt of the Certificate, the Authority Board shall direct a certified public accountant employed
or engaged by the City to (a) promptly review the schedule of expenditures attached thereto and
confirm that same accurately reflects Project Costs eligible for reimbursement under this
Agreement, including proof of actual interest accrued to the date set for reimbursement, and (b)
determine if sufficient funds in the Property Account are available to reimburse same, and (ii)
submit a report to the Authority Board evidencing the findings of same. The Authority shall have
the right to request, review, and inspect Developer expenditure documentation under Section 9.1
in connection with such review. If the Authority Board cannot confirm that the schedule of
expenditures attached to the Certificate accurately reflects Project Costs eligible for
reimbursement under this Agreement, it shall notify the Developer of same prior to the expiration
of said 60-day period. The notice shall specifically identify details or information required for
the Developer to address the matters raised and re-submit the Certificate to the Zone Board for
review. Except for a revised Certificate of Project Costs submitted in response to a notice of a
deficiency in a previously submitted Certificate, Certificates of Project Costs may be submitted
no more often than once every thirty (30) days.
(C) Following completion and delivery of the accounting report described in
Subsection (B) and once the TIRZ begins receiving tax increment from the Improvements, the
Authority shall begin repaying the Developer Advances identified in the Certificate of Project
Costs, and interest accrued thereon, on the earliest date that funds are available from the Available
Tax increment within the Property Account.
The Authority shall continue such repayment until the Developer has been repaid in full,
but the reimbursement to the Developer, inclusive of interest, shall not exceed a maximum amount
of Twenty Two Million Dollars and 00 100 ($22,000,000.00) (the "Maximum Reimbursement").
(D) The Authority's obligation to reimburse the Developer for Developer
Advances is limited to any Available Tax Increment. The rights of Developer in and to the
Available Tax Increment granted herein are subject only to (i) the rights of any holders of bonds,
notes or other obligations that have been heretofore or are hereafter issued by the City or any other
participating taxing unit that are payable from and secured by a general levy of ad valorem taxes
throughout the taxing jurisdiction of the City or any other participating taxing unit, (ii) the rights
of any of the holders of bonds and notes that are hereafter issued or incurred by the Authority and
which are secured by a pledge of the Tax Increment Revenue Fund the proceeds of which are used
to pay the Developer Advances, including all accrued interest thereon as set forth in this
Agreement, and (iii) the rights of any of the holders of notes that are hereafter issued or incurred
by the Authority, which are secured by a pledge of all or a part of the Tax Increment Revenue
Fund,the proceeds of which are used solely to fiind the annual operating and administration budget
of the Authority approved by the Authority Board and the City Council of the City.
Except in the event that sufficient tax increment increase does not occur within the term of
the Zone or within the Property to generate sufficient revenue to repay the Developer Advances,
it shall be the obligation of the Authority to reimburse the Developer for all eligible Developer
Advances related to the TIRZ Improvements and accrued interest thereon as set forth in this
Agreement from the Available Tax Increment until such time as the Developer Advances or the
Maximum Reimbursement has been fully repaid or provision for payment thereon to Developer
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shall have been made in accordance with their terms. The Developer Advances constitute a special
obligation of the Authority payable solely from the Available Tax Increment as and to the extent
provided in this Agreement. The Developer Advances do not give rise to a charge against the
general credit or taxing powers of the Authority,the Zone,the City, the County or any other Taxing
Unit and is not payable except as provided in this Agreement. Developer, its successors and
assigns, shall not have the right to demand payment thereof out of any funds of the Authority other
than the Available Tax Increment or sources described in Section 6.2(C).
(E) The Authority shall provide to Developer, upon the written request of
Developer limited to no more than twice per year, and on the earliest date such information is
available after the date of such request, certified copies of all statements of Zone and Authority
revenue attributable to the Property and Project, along with the sources of same, so that the
Developer may verify the availability of funds for payment of the Project Costs and Developer
Advances.
(F) The Zone and the Authority shall endeavor to cause each Taxing Unit to
collect all ad valorem taxes due on property located within the Zone and shall endeavor to cause
such Taxing Units to deposit all tax increments due with the City for transfer to the Tax Increment
Revenue Fund. To the extent the Authority and the Zone may legally do so, the Authority and the
Zone covenant and agree that they will not permit a reduction in the Tax Increments paid by the
Taxing Units except to the extent provided in the agreement with the Taxing Unit executed at the
time the Taxing Unit agreed to participate in the Zone. The Authority and the Zone also covenant
and agree that they will not permit an amendment to the Project Plan that reduces, or negatively
effects in any way, the frill payment of all Project Costs of TIRZ Improvements to the Developer
as provided by this Agreement.
(G) The Authority shall apply the Available Tax Increment to pay
administrative expenses of the Zone attributable to the Property as described in Subsection 6(F)
and to reimburse the Developer for Developer Advances_ The Authority shall not otherwise apply
any such money until the Developer has been reimbursed for all Project Costs, not to exceed the
Maximum Reimbursement, of the TIRZ Improvements paid or incurred by the Developer. The
Authority and the Zone agree that no interests in the Available Tax Increment, which is generated
by the Property, shall be granted, conveyed, pledged, or assigned to another developer of property
in the Zone until the Developer has been fully reimbursed for all eligible Project Costs, not to
exceed the Maximum Reimbursement, related to the TIRZ Improvements.
ARTICLE 7
INSURANCE; INDEMNIFICATION
7.1 Insurance. With no intent to limit any contractor's liability or obligation for
indemnification, the Developer shall require that each contractor providing work or service on the
TIRZ Improvements provide and maintain certain insurance in full force and effect at all times
during the construction of the TIRZ Improvements.
The insurance, at a minimum, must include the following coverages and Iimits of liability:
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Coverage Limit of Liability
Worker's Compensation Statutory
Employer's Liability Bodily Injury by Accident 5100,000 (each
accident)
Bodily injury by Disease $500,000(policy limit)
Bodily injury by Disease $100,000 (each
employee)
Comprehensive General Liability: Bodily Injury and Property Damage, Combined
Including Broad Form Coverage, Limits of $500,000 each Occurrence and
Contractual Liability, Bodily and $1,000,000 Aggregate
Personal Injury, and Completed
Operations (for a period of one year
after completion of work)
Automobile Liability Insurance (for $500,000 per occurrence $1,000,000 aggregate
automobiles used in performing
obligations under this Agreement,
including Employer's Non-Ownership
and Hired Auto Coverage)
Defense costs are excluded from the face amount of the policy. Aggregate Limits are per
12 month policy period unless otherwise indicated.
If the amount of any contract awarded by Developer to construct the TIRZ Improvements
shall exceed $1,000,000, Developer shall contract with the contractor to maintain Commercial
General Liability coverage and the Auto Liability coverage for at least twice the combined
minimum limits specified above. The amounts of the insurance required herein shall be reviewed
on the fifth (5th) anniversary date of this Agreement and each fifth (5th) year thereafter until the
construction of the Project is completed and shall be increased, if necessary, so that the amount of
such coverage is at all times generally equal to the limits described herein measured in year 2024
dollars.
(A) Issuers of Policies. The issuer of each policy shall have a certificate of
authority to transact insurance business in Texas or a Best's rating of at least A and a Best's
Financial Size Category of Class VI or better, according to the most current edition Best's Key
Rating Guide, Property Casualty United States.
(B) Proof of Insurance. Promptly after the execution of this Agreement and
from time to time during the term of this Agreement at the request of the Authority, Developer
shall furnish the Authority with certificates of insurance maintained by Developer in accordance
with this Section.
7.2 Indemnification.
ll
sa37s7v4
TO THE EXTENT PERMITTED BY STATE LAW, NO DIRECTOR, PUBLIC
OFFICIAL, OFFICER, EMPLOYEE OR AGENT OF THE CITY, THE AUTHORITY OR
THE ZONE SHALL BE PERSONALLY RESPONSIBLE FOR ANY LIABILITY
ARISING UNDER OR GROWING OUT OF THIS AGREEMENT, AND THE
DEVELOPER SHALL INDEMNIFY AND SAVE HARMLESS THE CITY, THE
AUTHORITY, THE ZONE AND THEIR RESPECTIVE OFFICERS, PUBLIC
OFFICIALS, EMPLOYEES, ATTORNEYS, REPRESENTATIVES, AND AGENTS
FROM ALL SUITS, ACTIONS, OR CLAIMS OF ANY CHARACTER BROUGHT FOR
OR ON ACCOUNT OF ANY INJURIES OR DAMAGES RECEIVED BY ANY PERSON,
PERSONS, OR PROPERTY RESULTING FROM THE NEGLIGENT ACTS OF THE
DEVELOPER, OR ANY OF ITS AGENTS, OFFICERS, OR REPRESENTATIVES IN
PERFORMING ANY OF THE SERVICES AND ACTIVITIES UNDER THIS
AGREEMENT.
ARTICLE 8
DEFAULT
8.1 Default_
(A) If the Authority or the Zone does not perform its obligations hereunder in
compliance with this Agreement in all material respects, in addition to the other rights and
remedies given the Developer under this Agreement, in law or in equity, the Developer may
enforce specific performance of this Agreement for any such default, or seek actual damages
allowed by law incurred for any such default, if such default is not cured or is not commenced and
diligently pursued within thirty (30) days after receipt by the Authority and the Zone of a written
notice detailing the event of default
(B) In the event the Developer completes the TIRZ Improvements and the
Project, but does not otherwise perform its obligations described to Article 4 in compliance with
this Agreement in all material respects, in addition to the other rights and remedies the Authority
and the Zone may have under this Agreement, in law, the Authority andi or the Zone may seek
actual damages incurred for any such default if(i) such default is not cured within thirty (30) days
after receipt by Developer of a written notice of default, or(ii)such cure is not commenced within
ten (10) days after receipt by Developer of a written notice of default and thereafter diligently
prosecuted to completion.
ARTICLE 9
GENERAL
9.1 Inspections, Audits. The Developer agrees to keep such operating records relating
to the T1RZ Improvements as may be required by the Authority, or by state and federal law or
regulation for a period not to exceed four (4) years after completion unless otherwise required by
law. The Developer shall allow the Authority and the Zone access to documents and records in the
Developer's possession, custody or control that the Authority deems necessary to assist the
Authority in determining the Developer's compliance with this Agreement.
12
803787A
9.2 Developer Operations and Emplovees. No personnel supplied or used by the
Developer in the performance of this Agreement shall be deemed employees, agents or contractors
of the Authority, the Zone or the City for any purpose whatsoever. The Developer shall be solely
responsible for the compensation of all such personnel, for withholding of income, social security
and other payroll taxes and for the coverage of all worker's compensation benefits. Under no
circumstance shall the Authority, the Zone, or the City be deemed responsible for compensation
of the above.
9.3 Personal Liabilitv of Public Officials. To the extent not limited by State law, no
director, officer, employee or agent of the Zone or the Authority, and no council member, officer,
employee or agent of the City, shall be personally responsible for any liability arising under or
growing out of the Agreement.
9.4 Notices. Any notice sent under this Agreement (except as otherwise expressly
required) shall be written and mailed via certified mail, return receipt requested, or sent by
electronic or facsimile transmission confirmed by mailing written confirmation via certified mail,
return receipt requested at substantially the same time as such electronic or facsimile transmission,
or personally delivered to an officer of the receiving party at the following addresses:
CITY
City Manager
City of Baytown
P. O. Box 424
Baytown, Texas 77522-0424
FAX: 281-420-5891
with a copy to:
City Attorney
City of Baytown
P. O. Box 424
Baytown, Texas 775224)424
FAX: 281-420-5891
ZONE
Reinvestment Zone Number One, City of Baytown,
City of Baytown
P. O. Box 424
Baytown, Texas 775224)424
FAX: 281-420-5891
AUTHORITY
Baytown Redevelopment Authority
City of Baytown
P. O. Box 424
Baytown, Texas 775224)424
FAX: 281-420-5891
13
$03787v4
DEVELOPER
San Jacinto Retail Associates, LLC
c o Fidelis Realty Partners, Ltd.
Attn: Alan Hassenflu
4500 Bissonet Street, Suite 200
Bellaire, TX 77401
with a copy to:
Fidelis Realty Partners, Ltd.
Attn: General Counsel
4500 Bissonet Street, Suite 200
Bellaire, TX 77401
Each party may change its address by written notice in accordance with this Section. Any
communication addressed and mailed in accordance with this Section shall be deemed to be given
when so mailed, any notice so sent by electronic or facsimile transmission shall be deemed to be
given when receipt of such transmission is acknowledged, and any communication so delivered in
person shall be deemed to be given when receipted for by, or actually received by, the City, the
Zone, the Authority or the Developer, as the case may be.
9.5 Amendments and Waivers. Any provision of this Agreement may be amended or
waived if such amendment or waiver is in writing and is signed by the Zone, the Authority and the
Developer. No course of dealing on the part of the Developer, nor any failure or delay by the
Developer with respect to exercising any right, power or privilege of the Developer under this
Agreement shall operate as a waiver thereof, except as otherwise provided in this Section.
9.6 Successors and Assigns. All covenants and agreements contained by or on behalf
of the Authority and the Zone in this Agreement shall bind their successors and assigns and shall
inure to the benefit of the Developer and its successors and assigns. The Authority and the Zone
may assign its rights and obligations under this Agreement or any interest herein, with the prior
written consent of the Developer. The Developer may assign its rights and obligations under this
Agreement with the prior written consent of the Authority and the Zone, which consent shall not
be unreasonably withheld. Any assignee of the Developer must specifically assume all of the
obligations of the Developer hereunder, notwithstanding, if the Developer is in compliance with
this Agreement prior to the assignment, the Developer may retain the right to be reimbursed for
actual costs of Project Costs, which are then accrued and vested in the Developer. If such
assignment of the obligations by the Developer hereunder is effective, the Developer shall be
deemed released from such obligations. If any assignment of the obligations by the Developer
hereunder is deemed ineffective or invalid, the Developer shall remain liable hereunder. Nothing
in this section shall be construed so as to prevent the Developer from selling any portion of the
Property at any time for any future use. Notwithstanding anything herein to the contrary, the
Developer may sell, assign or otherwise transfer its rights and obligations under this Agreement to
an affiliate of the Developer without obtaining the consent of the Authority or the Zone. The
Developer must give written notice of such an assignment to the Authority and the Zone within
thirty (30) days after the effective date of same.
14
843787v4
9.7 Exhibits; Titles of Articles, Sections and Subsections. The exhibits attached to this
Agreement are incorporated herein and shall be considered a part of this Agreement for the
purposes stated herein, except that in the event of any conflict between any of the provisions of
such exhibits and the provisions of this Agreement, the provisions of this Agreement shall prevail.
All titles or headings are only for the convenience of the parties and shall not be construed to have
any effect or meaning as to the agreement between the parties hereto. Any reference herein to a
Section or Subsection shall be considered a reference to such Section or Subsection of this
Agreement unless otherwise stated. Any reference herein to an exhibit shall be considered a
reference to the applicable exhibit attached hereto unless otherwise stated.
9.8 Construction. This Agreement is a contract made under and shall be construed in
accordance with and governed by the laws of the United States of America and the State of Texas.
9.9 Venue. All parties hereby irrevocably agree that any legal proceeding arising out
of or in connection with this Agreement shall only be brought in the District Courts of Harris
County, Texas or in the United States District Court for the Southern District of Texas, in Houston,
Texas.
9.10 Severabilitv. All parties agree that should any provision of this Agreement be
determined to be invalid or unenforceable, such determination shall not affect any other term of
this Agreement, which shall continue in full force and effect.
9,11 No Third-Partv Beneficiaries. This Agreement shall not bestow any rights upon
any third party, but rather, shall bind and benefit the Parties hereto only.
9.12 Authority to Enter Contract. Each party has the frill power and authority to enter
into and perform this Agreement, and the person signing this Agreement on behalf of each party
has been properly authorized and empowered to enter into this Agreement. The persons executing
this Agreement hereby represent that they have authorization to sign on behalf of their respective
corporations, or limited partnerships.
9.13 No Partnership. Nothing herein contained shall be construed or held to make the
Parties hereto partners in the conduct of any business.
9.14 Entire Agreement. This written agreement represents the final agreement between
the parties, unless later amended in writing and signed by the parties and may not be contradicted
by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no
unwritten oral agreements between the parties.
9.15 Ambijauities. 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.
9 16 Non-Waiver. Failure of either party hereto to insist on the strict performance of
any of the agreements contained herein or to exercise any rights or remedies accruing hereunder
15
8D3787A
upon default or failure of performance shall not be considered a waiver of the right to insist on and
to enforce by an appropriate remedy, strict compliance with any other obligation hereunder or to
exercise any right or remedy occurring as a result of any future default or failure of performance.
9.17 Multiple Orisinals. It is understood and agreed that this Agreement may be
executed in a number of identical counterparts each of which shall be deemed an original for all
purposes.
9.18 Force Maieure. If either party is rendered unable, wholly or in part, by force
majeure to carry out any of its obligations under this Agreement, except the obligation to pay
money unless the Authority cannot access funds legally available and approved by the Authority
to make payments under this Agreement, then the obligations of such party, to the extent that due
diligence is being used to resume performance at the earliest practicable time, shall be suspended
during the continuance of any inability so caused to the extent provided but for no longer period.
Such cause, as far as possible, shall be remedied with all reasonable diligence. The term "force
majeure", as used herein, shall include, without limitation of the generality thereof, (i) acts of God,
strikes, lockouts, or other industrial disturbances, acts of the public enemy, orders of any kind of
the Government of the United States or of the State of Texas or any civil or military authority,
insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods,
washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions,
economic collapse, and (ii) breakage or accidents to machinery, pipelines or canals, partial or
entire failure of necessary public utilities, and (iii) any other inabilities of either party, whether
similar to those enumerated or otherwise, which are not within the control of the party claiming
such inability and which such party could not have avoided by the exercise of due diligence and
care. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within
the discretion of the party hereto having the difficulty, and that the above requirement that any
force majeure shall be remedied with all reasonable dispatch shall not require the settlement of
strikes and lockouts by acceding to the demand of the opposing third party or parties when such
settlement is unfavorable to it in the judgment of the party hereto having the difficulty.
9.19 Term. This Agreement shall be in force and effect from the date of execution hereof
for a term expiring on the later of(i) December 31 in the year following completion of the TIRZ
Improvements pursuant to Section 4.3 hereof or (ii) the date the Developer Advances have been
repaid in full. Notwithstanding the foregoing, in no event shall the City be obligated to make any
further reimbursements beyond January 1, 2046. It is expressly understood and agreed that Section
7.2 shall not expire but shall remain in full force and effect regardless of the termination of this
Agreement. If the Authority is dissolved,the Baytown Agreement requires that the City shall make
satisfactory arrangements to provide for the payment of the obligations to the Developer of the
Authority hereunder.
9.20 Approval by the Parties. Whenever this Agreement requires or permits approval or
consent to be hereafter given by any of the parties, the parties agree that such approval or consent
shall not be unreasonably withheld or delayed.
9.21 Additional Actions. The Parties agree to take such actions, including the execution
and delivery of such documents, instruments, petitions and certifications as may be necessary or
16
803787v4
appropriate, from time to time, to carry out the terms, provisions and intent of this Agreement and
to aid and assist each other in carrying out said terms, provisions and intent.
[Signatures commence on the following page.]
3?
803787A
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly
executed as of the day of , 20_.
REINVESTMENT ZONE NUMBER ONE, CITY OF
BAYTOWN
By:
Name:
Title:
ATTEST:
By:
Name:
Title:
APPROVED AS TO FORM:
By:
Name:
Title:
$03787v4
BAYTOWN REDEVELOPMENT AUTHORITY
By:
Name:
Title:
ATTEST:
By:
Name:
Title:
APPROVED AS TO FORM:
By:
Name:
Title:
l9
$03787A
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
By:
Alan Hassenflu, President
ATTEST:
By:
Glenn E. Airola
20
803787v4
Exhibit A
Description of the Property
803787v4
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F,'�1WLt REPEAT NO 3
CNIEBLOCK SEVEN OTS
A SUBUIV-SION OF
10N451 ACRES or LAND
SITUATED IN THE
GEORGE C DAV
"IS ABSTRACT NUMBER 1412
JACINTO MALL THE W C R R COMPANY SURVEY
SAN REPLAT NO 3 ABSTRACT NUMBER 891)
nEINGALLOF
SAN JACINTO MAL4 F MAL REPLAT NO 1
MA H PAGE I MAICII PAGET ASVBDIVISIONWHARRI�-COUWY TEXAS
LINE P7AGrT - — — — — — — — — — — — — — --- — — — — — — —LINL PAGE,' — — — — — — — — — — — — — — — ACCORDING TO MAP OR PLAT THEREOF
RFCORDE U IN 705 PAGE W
MAP RECORDS 14ARRIS COUNTY
LW —),A i BIOCK 7 LOTS
ARIL 15 2025
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REPLAT NO 3
-v. ONE BLOCK SEVEN,OIS
,F,{,t+, ., ASUBDIVISION OF
w 103 451 ACRES OF LAND
t wPEW,
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::FORGE r,DAVIS
ABSrRACT NUMBER 14"
&THE W C R R COMPANY SURVEY
ABSTRACT NUMBER 399.
., BEING ALI,OF
SAN%A,INTO MALL FINAL HE'LAT NO 1
5n[ryT�"t]"Y A SlUBDry AC L;O DSNGnTO MAP OIN R COUNTY R PIAT TEXAS HEREOF
FIECORDEO IN 705 PALL 5A2
• ' MAP RECORDS HARRIS COUNTY
'r I BLOCK 7 LOTS
APRIL 15 2025 [
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ONE BLOCK.SEVEN I.^,TS
{{ 1Y_ j •" 7C -- A SUBDIVISION OF
707 15'ACRESOFLAND
•• yc.��h' :X;{ y °,K?'+ _ _ _ ._ _ SITUATEU IN THE
� � - - •_ ' ' ' _ GEORGEC DAVIS
__ •." {+ti_4_�_ I�ia� — ••, ., e� ., . . _. ._ .. ABSTRACT NUMBER W2
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t1a J� ASST11ACT NUMBFR A"
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A SUBDIVISION IN I IARRIS COUNTY TEXAS.
ACCORDING TO MAP OR PLAT THEREOF
RECORDED IN 705 PAGE S82
MAP RECORDS HARRIS COUNTY
I
1 BLOCK 7 LOTS
APRII 15 2025
CMT{FR SURYE"OR
p� iJ ' ' ' + 'A,raCIVI?�E'YLA•}'fxl"5l{ LANDPOINT
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TAX CFRTIFICAFE'OR ACCOUNT 115028002000E RAGE 1 O-1
HARRIS Cot!
TAX ASSESSOR-COLLF.(1'OR AO NUMRF.R 1150280020001 DATE 4124f2025
1001 PRF`9ON.bCTTF.toe GF NUMBER, Fl-E $1000
II0L-STON.IE.AS170e2 CLRIIFICAIENO U223849 PROPRES BRK1TY oG70' IPTI8020002
COLLECTI/Q{:`VfA�NCY d-0003)ISAN JACINTO MALL RIP
1.cal Description QCCISD TAA�k SSFR ICFS
Isincd To: P P.0 BOX 2805
sAN 1Arw"rc)RETAIL!1SSOLIA I LS 117 RFS A ILLA' G07 W Baker Road
45w 815hoNNT7 ST SI E_CIO w'o•usuzs4>o+lllxl�A Aft l) UAY!:,yNN TX 77522-280@ 0000000 SAN JACIN FO MALL
HF,LL-AtR1,1 a';IPI-w111
VJ A S,(N IACINHI WALL LL-P 103451 ACRFS
RFQUESTED BY PPRQPFRTY OWNER
Parcel Addrr.,.: r&'LK)A.-kL 1%L4 L SAN A(:INTO RETAIL ASSOCIATES I LC
Leal Acres: -fkk Ewa _ 4500 BISSCNNET ST STE 200
—Y TX
BELLAIRE TX 774013;13
THIS IS TO CERTIFY THAT AFTER A CAREFUL CHECK OF THE RECORDS OF THE GOOSE CREEK CI5D TAX
11S-028-002-0001 OFFICE. THE f OLLOWING DELINQUENT TAXES, PENALTIES, AND INTEREST ARE DUE ON THE DESCRIBED
Account Number; Prlal Dau ,w,;=,Nn•a lo-IrSi AM PROPERTY
Paid Darr
I ertlficale No, .114JT;L tww 11atc. I.I')t,jlrrs THE ABOVE DESCRIBED PROPERTY TAX HASAS RCCCiVING SPECIAL APPRAISAL BASED ON ITS USE, AND
C'crllrxale Fee: S.D!ul Qper.uor 10: LAVII A ADDITIONAL ROLLBACK TAXES MAY BECOME DUE BASED ON THE PROVISIONS Or THE SPECIA-APPRA SAL (Ir
APPLICABLE)
TAX rFR I I HLA 1 ES ARE ISSLIED WITIF TJ I4:A1os1 L L RREN I INFORMATION\1 AH ABLE A td-AC COL N 15 ARL Yl 1LIF(-1'L'D(I I adGE
PFR SFC'I I(1N 16 IS AND T1.431U 0E THE TV%1t PROPFRI1 FAX CODF.THIS IS TO CERIIFV THKI AI 1,TAXES DUF ON TIIF AntI1 E. CURRENT VALUES
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LAND MKT VALUE 30642,99C MPROVEFAENT. 0
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rxml lions: APPRAISED VALUE 30,642.990 LIMITFD VAI OF 0
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as4+1 BIS1.411INVT S I Sck.'oo
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2024 COOSF CREEK C-SO 0001 0 00 000 0 00 U 11 0.00I
Cct Brad Tax UnIHO. 2024 LEE COLLEGE DISTRICT 000 000 0 OU 000 000 0 00
2924 Value. )N 71I'1' .a1 y,mr 4-an-) 2024 SUB TO FAL $0.00
+1 H+11.U.-,y t I—I 1-MIITOI D bt
2024 Len: iIP!Ibl)!! a;Eko-M IN-1—Arhm,y TOTAL CERTIFIED TAX DUE41202S
2024 Lc,y Balance: N) 4.1 Ilarnx 1,luny I I-pl.d DItUICI $0 00
11 1 Lu.,x C—w L).pI..r Ed.ti.u.., ISSUED TO
Prior lcaT I'm Balance sonn ACCOUNTNUMRFR. 115026002IYJ0' �h'F made y
fi.C.A.D.or C.A.D.
Inlal I"y Doc: W lx. may make this certificate
FS 1+Mtorney Fee: Sa a,
invalid
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CERTIFIED BY J4UJ GonseCrl•nk CISL)
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Exhibit B
TIRZ Improvements
Project Estimated Project Cost*
Independence Boulevard $4,596,082
80' Public Right-of-Way including paving, sidewalk,
landscaping, lighting, electric, utility, earthwork, erosion
control, and traffic improvements
Lone Star Avenue $3,381,079
80' Public Right-of-Way including paving, sidewalk,
landscaping, lighting, electric, utility, earthwork, erosion
control and traffic improvements
Interstate 10 Frontage Driveway Two 415' Deceleration Lane $221,159
Paving, earthwork, erosion control, electric, and utility
improvements
Southbound Right Turn Lane at Independence Boulevard $133,759
Paving, earthwork, erosion control, sidewalk, and utility
improvements
Southbound Right Turn Lane at Sam Houston $119,778
Paving, sidewalk, and utility improvements
Public Utility Improvements (located outside public right-of-way) $5,594,954
Electrical underground duct bank excluding lines behind
g g
junior anchors; dedicated storm sewer improvements for
Lone Star Avenue
Engineering for Above Projects $1,224,500
Total Estimated Project Costs $15,271,3 l 1
*Estimated Project Costs are preliminary in nature and do not include financing and interest costs
that may accrue in accordance with the Agreement.
803787v4
Exhibit C
CERTIFICATE OF PROJECT COSTS
This Certificatc is issued under that certain TIRZ Reimbursement Agreement (the "TIRZ
Agreement") by and among Reinvestment Zone Number One, City of Baytown, Texas (the
"Zone"), a tax increment reinvestment zone created by the City of Baytown, Texas (the "City"),
pursuant to Chapter 311 of the Texas Tax Code, as amended, acting by and through its governing
body, the Board of Directors (the "Zone Board"), Baytown Redevelopment Authority (the
"Authority"), a local government corporation created and organized under the provisions of the
Texas Transportation Corporation Act, Chapter 431, Transportation Code, and authorized and
approved by the City under Resolution No. 1516 adopted on October 25, 2001, acting by and
through its governing body, the Board of Directors (the "Authority Board") and SAN JACINTO
RETAIL ASSOCIATES, LLC, a Texas limited liability company (the "Developer"), effective
, 2025. Capitalized terms used in this Certificate shall have the meaning provided for in the
TIRZ Agreement.
This Certificate evidences total Project Costs paid by the Developer for the time period
to under the TIRZ Agreement for all or a portion of the TIRZ
Improvements. By execution of this Certificate, the Developer certifies to the schedule reflecting
the amount of each expenditure, the purpose therefore, and the date thereof, as attached hereto as
Schedule I.
Interest on Project Costs paid shall accrue from the date of payment by the Developer for
the applicable pay application, and shall be payable in accordance .rith the TIRZ Agreement.
By the Authority's execution of this Certificate, the Authority represents that it has reviewed
the schedule of expenditures and agrees therewith.
CERTIFIED TO this day of , 20
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
By:
Alan Hassenflu, President
803787v4
EXECUTED as of . ?
REINVESTMENT ZONE NUMBER
ONE, CITY OF BAYTOWN, TEXAS
BY:
Name: _
Title:
803787v4