Ordinance No. 16,238 ORDINANCE NO. 16,238
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 RTG FURNITURE OF TEXAS, L.P. TO FACILITATE THE
CONSTRUCTION OF A NEW 45,000-SQUARE-FOOT ROOMS TO GO FACILITY;
AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN AS AUTHORIZED IN
SAID AGREEMENT; MAKING OTHER PROVISIONS RELATED THERETO; AND
PROVIDING FOR THE EFFECTIVE DATE THEREOF.
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs
the City Manager to execute and the City Clerk to attest to a Chapter 380 Economic Development
Agreement with RTG Furniture of Texas, L.P. to facilitate the construction of a new 45,000-square-foot
Rooms To Go facility. 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 ($50,000.00)or less,provided that
the amount authorized in Section 2 hereof may not be increased by more than twenty-five percent(25%).
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 to of the Ci Council of the City of
Baytown this the 11 th day of September,2025.
C RLES O N, Mayor
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ANGEL CKSON, City Clerk
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APPROVED S T FORM:
SCOTT L ND, City Attorney
R:\Ordinances and Resolutions\Ordinance Drafts\2025-09-11\Ord-380 Agt-RTG-SL.docx
Exhibit "A"
CHAPTER 380 ECONOMIC DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF BAYTOWN, TEXAS
AND
RTG
This Chapter 380 Economic Development Agreement ("Agreement") is made and entered
into as of , 2025 (the "Effective Date") by and between RTG Furniture of
Texas, L.P., a Delaware limited partnership(the "Company"or"RTG"),and the City of Baytown,
Texas (the "City" or "Grantor"). 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) constnict a facility (the "Facility") on the property (the "Property"),
and (ii) create New Full-Time Jobs at the Facility ((i) and (ii) together arc 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 arc
the subject of this Agreement.
Certain obligations of the Company under this Agreement, including the acquisition of the
Property and the construction of the Facility, may be performed by an affiliate of the Company -
Logan Baytown Properties LLC, a Delaware limited liability company ("Logan"), so when used
in this Agreement "Company" may refer to RTG, Logan, or RTG and Logan, collectively, as
applicable.
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 constnict a 45,000 square foot Facility in accordance with all
applicable requirements, laws, rules, regulations, and ordinances.
(b) The attached illustration of the Facility as depicted in Exhibit A is an example of a
facility meeting the requirements of this Section.
(c) The Company shall comply with the following deadlines, including the dates
provided for Commencement of Constriction and Commercial Operations:
{00056372.DOCX.2
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 the
first (151) anniversary of receipt of all permits for the construction of the
Facility [non-binding anticipated commencement of construction: on or
before January I. 2027] (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 Company receives it
certificate of occupancy from the City of Baytown, Texas or opens for
business to the public, whichever occurs later, but in no event shall be later
than the second (2nd) anniversary of Commencement of Construction [non-
binding anticipated commercial operations date: on or before December 31,
2028].
1.02 Investment in the Facility. Company must spend a minimum of S8,000,000.00 in
connection with the redevelopment of the Property and the construction of the Facility
("Required Investment"). The Required Investment does not include the cost of the initial
acquisition of the Property, approximately S5,000,0000, for a total estimated minimum
investment of S 13,000,000("Total Investment").
1.03 Creation and Retention of New Full-Time Jobs. Company must create and retain a
minimum of seventeen (17) 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 ("Required Job Creation").
Required Job Creation shall be determined separately for each Tax Year (as defined in
Section 2.03 below), so that the Company will not be entitled to receive the Grant(as also
defined in Section 2.03 below) for any Tax Year where Required Job Creation is not
achieved, but such failure shall not be considered an Event of Default and the Company
will not lose its right to receive the Grant for any other Tax Year in which Required Job
Creation is achieved.
100056372.DOCX.2:
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 Valuation Protest. The Company agrees that it will not protest or challenge the property
valuations determined by the Harris County Appraisal District (HCAD) for the Property
during the term of this Agreement so long as the Property valuation does not exceed the
Minimum Required Valuation. The"Minimum Required Valuation" for the first Tax Year
(as defined in Section 2.03 below) is S8,000,000,and increases by three(3%) for each Tax
Year thereafter. So, for example, for the fifth Tax Year the Minimum Required Valuation
will be S9,004,070.48.
II. City's Obligations
2.01 Economic Development Incentive. Payment of the annual Grant (as defined below) is
subject to the Company's compliance with all terms and conditions herein. The City's
obligation to pay the annual Grant is specifically conditioned on the following
requirements, as to each Tax Year(as defined below):
(a) The Company has paid property taxes.
(b) The Company has made the Required Investment of S8.000,000.
(c) The Company remains operational throughout the Tax Year(subject to closures as
a result of force majeure events).
(d) The Company has submitted an annual compliance report in substantially the form
attached as Exhibit B to the City. including the following information:
1. The number of jobs created and/or retained.
2. General employee pay ranges and benefits offered.
(e) The Company has complied with its obligations regarding the Required Investment.
(t) The Company is in compliance with all applicable requirements.
(g) The Company has certified in writing(in substantially the form attached as Exhibit
B)that it is in compliance with the terms and conditions of this Agreement, and the
City has verified such compliance.
(h) 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 of the Facility for the
year the Company is applying for as well as the previous year.
3. Proof that taxes have been paid for the year applying.
4. Any other information reasonably required by the City to confirm
compliance.
2.02 Intentionally deleted.
100056372.DOCX.2}
2.03 Operational Phase Rebate. Following the Commercial Operations Date,the Company shall
be eligible for a rebate equal to 75% of the City's 1% local sales tax collected from the
Company's operations, subject to a total cap of S 1,000,000 over ten (10) Tax Years (as
defined below) (annually, the "Grant"). A "Tax Year" means each consecutive full
calendar year from and after the Commercial Operations Date for which the Company files
Texas Sales and Use Tax Returns. So. for example, if the Commercial Operations Date is
September 15, 2027, the first Tax Year would be calendar year 2028.
III. Documentation Supporting the Economic Development Grant
3.01 Use Tax Certificate. During the term of this Agreement, the Company shall within thirty
(30) days after the end of each Tax Year, provide the Grantor with a Use Tax Certificate
relating to Use Tax Receipts paid during the Tax Year. The Grantor shall have no duty to
calculate the Use Tax Receipts or determine Company's entitlement to any Grant for a Tax
Year, or pay any Grant during the term of this Agreement until such time as Company has
provided the Grantor a Use Tax Certificate for such Tax Year and the Grantor has received
the actual Use Tax Receipts from the State of Texas attributable to such Tax Year.
Company shall provide such additional documentation as may be reasonably requested by
Grantor to evidence, support and establish the use tax paid directly to the State of Texas
pursuant to Company's Direct Payment Permit.The Use Tax Certificate for each Tax Year
shall at a minimum contain, include or be accompanied by the following:
(a) A copy of all Texas Direct Payment Permit and self-assessment use tax returns and
reports during the applicable Tax Year, use tax audit assessments or credits,
including amended use tax returns or reports, filed by the Company during the Tax
Year showing use tax paid directly to the State of Texas related to Company's
operations for the Tax Year; and
(b) Information concerning any refund or credit received by the Company of use tax
paid by the Company which has previously been reported by the Company as use
tax paid for a previous Tax Year within the term of this Agreement.
Company will provide to Grantor the Use Tax Certificates from time to time pursuant to
the terms of the Agreement, which are confidential (all information related to Company
sales and employee information being "Confidential Information") and, except as
otherwise provided herein, may not be disclosed to a third party without the Company's
consent. To the extent that any disclosure of the Confidential Information may be required
by law, Grantor will use reasonable efforts to inform Company of the request in sufficient
time for Company to assert any objection it may have to such disclosure to an appropriate
judicial or administrative body.
3.02 Grantor must have received a Use Tax Certificate for the Tax Year for which payment of
a Grant is requested, and Grantor must have received the actual Use Tax Receipts covering
all calendar months within the Tax Year.
3.03 Intentionally deleted.
(00056372.DOCx.2
3.04 Intentionally deleted.
3.05 Company or the City shall not have an uncured material breach or default of this
Agreement.
3.06 The City understands that the Company currently files Texas Sales and Use Tax Returns
quarterly and on a consolidated basis covering multiple locations and agrees that any
information relating to the operation of any other Rooms To Go locations (other than the
Facility) may be redacted from any materials submitted to the City under this Agreement.
IV. General Terms
4.01 Term. The term of this Agreement will begin on the Effective Date and continue for ten
(10)full calendar years following the Commercial Operations Date(each full calendar year
being a Tax Year,as defined in Section 2.03)except as agreed to in writing by both Parties
or as otherwise provided in this Agreement.
4.02 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 4.02 and any other language
or covenant in this Agreement, this Section 4.02 shall control.
00056372.DOcx.2
(e) The payment of the Grant to the Company under this Agreement is not subject to
the City's appropriation of funds,therefore this Section 4.02 is not applicable to this
Agreement. The Grant under this Agreement is a rebate of a portion of the City's
1%local sales tax collected from the Company's operations and not considered part
of the City's annual appropriation of funds.
4.03 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.
4.04 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
of Default (pursuant to Section 4.10, 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.
4.05 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.
4.06 Binding Effect. This Agreement shall be binding on and inure to the benefit of the Parties,
their respective successors and assigns.
4.07 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.
4.08 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.
1 00056372.DOCx.2
(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 4.04, 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.
4.09 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.
4.10 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 Company:
Rooms To Go
4004 Summit Boulevard NE
Suite 600
Atlanta, Georgia 30319
Attention: Real Estate
Phone: (678)475-0499
Email: realestate(i roornstogo.com
With required simultaneous copies to:
Rooms To Go
11540 US Highway 92 East
Seffner, Florida 33584
Attention: Jamie Sheer
Phone: (813) 623-5400
and to:
D2 Law Group
3239 Henderson Boulevard
Tampa, Florida 33609
Attention: John T. Diamandis
Phone: (813) 876-3200
Email:jdiamandis(u d2lawslroup.com
:00056372.nOCx.2)
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. 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 Saturclay.
Sunday, or legal holiday in I-louston, Texas.
4.11 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.
4.12 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.
4.13 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
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.
i 00056372.DOCx.2
4.14 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.
4.15 No Third Party Beneficiaries. This Agreement is not intended to confer any rights,
privileges or causes of action upon any third party.
4.16 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.
4.17 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,
to the extent required by Texas law. 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. To the extent that any disclosure of the Confidential
Information may be requested, the City will notify Company of the request in compliance
with the Act.
4.18 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.
4.19 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(I) original agreement.
Signatures on next page
100056372.DOCX.21
EXECUTED by the authorized representatives of the Parties on the dates indicated below.
RTG FURNITURE OF TEXAS, L.P. CITY OF BAYTOWN, TEXAS
By: RTG Furniture Corp. of Texas
Its General Partner
By: By:
Peter Weitzner Jason Reynolds
Vice President City Manager
AikDate: 7 ,27 , 2025 Date: , 2025
Approved as to form:
Scott Lemond, City Attorney
;00056372.DOCx?;
EXHIBIT A
Proposed Rooms To Go
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EXHIBIT B
CHAPTER 380 ECONOMIC DEVELOPMENT AGREEMENT COMPLIANCE
REPORT
Reporting Period:
I. Business Information
• Company Name: RTG Furniture of Texas, L.P.
• Facility Name: Rooms To Go Showroom
• Facility Address: 4815 East Fwy, Baytown, Texas 75521
• Contact Person:
• Phone Number:
• Email Address:
IL Facility Construction Compliance
1. Project Status
o Commencement of Construction Date:
o Commercial Operations Date:
2. Compliance with Construction Requirements
o Total square footage constructed:
o Compliance with exterior building façade requirements: YES / NO
o If No, provide explanation:
•
3. List of All Required Permits Obtained (Attach copies of all issued permits)
III. Investment Compliance
I. :Added Taxable Value
o Minimum Required Investment: S8,000,000.00
o Actual Added Value: S
o Hams Central Appraisal District (HCAD) assessment records for:
• Previous Year: (Attach copy)
• Current Year: (Attach copy)
2. Proof of Paid Ad Valorem Taxes
o Attach receipts or proof of payment for property taxes.
c Are taxes current? YES / NO
o If No, provide explanation:
100056372.DOCx.2
IV. Employment Compliance
1. Job Creation & Retention
o Minimum required new full-time jobs: 17 (Permanent, nonseasonal, minimum 5
hours/week)
o Actual full-time employees hired:
o Attach payroll records showing employee names, hire dates, salaries, and hours
worked. (Names, social security numbers, home addresses, and other personal
information may be redacted.)
2. Compliance Period
o Have all required jobs been maintained from the Commercial Operations Date?
Yes/No
o If No, provide explanation:
V. Sales Tax Rebate Compliance (If applicable)
I. Total Annual Sales Tax Remitted to Texas Comptroller: S
2. Requested Rebate Amount S (not to exceed S1,000,000 for the
term):
3. Supporting Documentation:
o Copies of sales tax returns filed with the Texas Comptroller.
o 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 RTG Furniture of Texas, L.P. is in full compliance with the terms and
conditions of the Chapter 380 Economic Development Agreement with the City of Baytown,
Texas.
Authorized Representative:
Title: Date:
t00056372.DOCx.2 t