HomeMy WebLinkAboutOrdinance No. 16,477 (Item 5.d.)ORDINANCE NO. 16,477
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 VUELVE A LA VIDA MARISCOS, INC. TO FACILITATE
THE CONSTRUCTION AND REHABILITATION OF A NEW RESTAURANT
FACILITY LOCATED ON A 1.86-ACRE TRACT AT 4717 INTERSTATE 10 EAST;
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 Vuelve a la Vida Mariscos, Inc. to facilitate the construction and rehabilitation of a new
restaurant facility located on a 1.86-acre tract at 4717 Interstate 10 East. 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 affirm ativ vot f the ity Council of the City of
Baytown this the 28"' day of May, 2026.
C ARLES J ON, Mayor
EST:
1 / iW 9 s !• ��
ANGELA JO'KS@�t O 'ty
APPROVED AS TO FORM:
16USTIN HOLMES, Assistant City Attorney
R: Ordinances and Resolutions Ordinance Drafts\2026-05-28 Ord-380-Vuelve a la Vida Mariscos-SL2.docx
CHAPTER 380 ECONOMIC DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF BAYTOWN, TEXAS
AND
VUELVE A LA VIDA MARISCOS, INC.
This Chapter 380 Economic Development Agreement ("Agreement") is made and entered
into as of May2,S4 026 (the "Effective Date") by Vuelve a la Vida Mariscos, Inc., a Texas corporation, (
the "Company"), and the City of Baytown, Texas (the "City"), a Texas home rule municipality.
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) construct a facility on the property (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 renovate and redevelop a [9,051 ] 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% 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
50% with brick, stone, wood, or fiber cement. iii.
The building's exterior and interior will feature the Vida Mariscos branding
and finishes as featured at their Webster location. b)
The attached illustration of the Property as depicted in Exhibit A is an example of a
facility meeting the requirements of Section 1.01(a)(i) and (ii).
EXHIBIT "A"
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 August 1, 2026 (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, whichever
occurs later but in no event shall be later than October 31, 2027.
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 $[3,000,000.00] in
improvements to the Property ("Added Taxable Value") and maintain a minimum taxable
value of $[3,476,238.000] for at least [5] years from the Commercial Operations date.
1.03 Creation and Retention of New Full -Time Jobs. Company must create and retain [701
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 [2080] hours per week, for at least [5] 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 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.
II. City's Obligations
2.01 Economic Development Incentive. As consideration for the Company's perfonnance of its
obligations under this Agreement, the City will provide the Sales Tax Rebate in 2.02-2.04.
The Sales Tax Rebate is subject to the Company's compliance with all terms and conditions
herein, including but not limited to Section 1.05. The City's obligation to pay the
Reimbursement is conditioned on the following requirements:
a) The Company has paid property taxes on the Property].
b) The Company has made a minimum project/capital investment of $[3,000,000].
c) The Company has maintained an increased taxable value, potentially equal to or
greater than $[3,476,238.000].
d) The Company remains operational throughout the term of the Agreement.
e) The Company has submitted annual compliance reports to the City, including the
following information:
1. The number of jobs created and/or retained.
2. General employee pay ranges and benefits offered.
f) The Company has complied with its obligations regarding Added Taxable Value.
g) The Company is in compliance with all applicable requirements.
h) 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.
1) 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.
2.02 Construction Phase Sales Tax Rebate. During the construction phase, the Company shall
be eligible to receive a rebate equal to 1000/0 of the sales and use tax collected on eligible
building and construction materials purchased and delivered within the City's jurisdiction,
based on the 2.00% local option sales tax (1.00/",0 City, not to exceed $[15,000.00].
2.03 Operational Phase Sales Tax Rebate. Upon receipt of a Certificate of Occupancy, 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 an annual cap of $[60,000.00] and a
total cap of $[300,000.00] over [five] ([5]) years.
2.04 Subject to the Company's continued compliance with the terms of this Agreement, the City
shall provide a one-time Economic Development Grant to the Company in the amount of
100,000. For Year 1 Fifty Thousand Dollars ($50,000.00) will be paid to Company 60
days after opening and for year 2 Fifty Thousand Dollars ($50,000.00) will be paid to
Company 60 days after first anniversary of opening date.
2.05 The Sales Tax Rebate 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:
l . 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.
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 Grant Period, provide the Grantor with a Use Tax Certificate
relating to Use Tax Receipts paid during the Grant Period. The Company authorizes the
Grantor to receive all sales and use tax and Texas Mixed Beverage Grose Receipts Tax and
Beverage Sales Tax. The Grantor shall have no duty to calculate the Use Tax Receipts or
determine Company's entitlement to any Grant for a Grant Period, 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 Grant Period and the Grantor has received the actual Use Tax
Receipts from the State of Texas attributable to such calendar months within the Grant
Period. 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
Grant Period 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 Grant Period, use tax audit assessments or credits,
including amended use tax returns or reports, filed by the Company during the
Grant Period showing use tax paid directly to the State of Texas related to
Company's operations for the Grant Period; 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 Grant Period 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 ("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 months within the Grant Period
for which payment of a Grant is requested, and Grantor must have received the actual Use
Tax Receipts for all calendar months within the Grant Period.
3.03 The Company intends to issue its Texas Direct Payment Permit to specific suppliers or
vendors that provide large quantities of building materials or other tangible personal
property.
3.04 The Company shall provide the Grantor with a true and correct copy of its Texas Direct
Payment Permit, which shall be kept in full force and effect throughout the term of the
Agreement.
3.05 Company or the City shall not have an uncured material breach or default of this
Agreement.
IV. General Terms
4.01 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.
4.02 Payments Subject to Future AppLqpriation. 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 shalt 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.
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 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.
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.
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.
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 Coinpan y:
VIDA MARISCOS VII INC.
Attn: 5 e r ab to - t tAGt
Address:I .$Z,Z 4.(UFseulTg-*go {iCeLNc'tjc<<6 L7cj oJdtma T 17 0 7Z) Email: S,t tc Qlosc.jc'oS.c.o w with a copy
to: VIbA MARISCOS Vtt
INC. Accra: G 0
1 ll e,ru.ctD CoL b r¢.,rG Address: (&.5 2
z 1{ c g s X+1 r N kbt,.c- v c it 4, s Gov tic -71o -1 fl Email: Gvi IIQrcx.kp
io'ScucpS. To the City): City
of Baytown Attn -
City Manager Address:
2401 Market Street,
Baytown, TX 77520 Email: jason.reynolds(a-),
baytown.org with a copy to:
City of Baytown Attn:
City Attorney Address:
2401 Market Street,
Baytown, TX 775 "0 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.
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.
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,
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.
4.19 Limitation of Liability. In no event will either patty 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 (1) original agreement.
Signatures on new page
EXECUTED by the authorized representatives of the Parties on the dates indicated below.
CITY OF BAYTOWN, TEXAS
VIDA MARISCOS VII INC.
By , o ii4,g b By:
rK—am Ites rant v
Title] pLvT1 E Z nssls nr COY Mar q r
Date: 5 — rl — Z o , 2026 Date: 2026
Approved as to form:
mot-,
EXHIBIT A
LEGAL DESCRIPTION
BEING A 1.866 ACRE TRACT OF LAND, MORE OR LESS, LYING IN THE TALCOTT
PATCHING SURVEY, ABSTRAT 620, AND BEING A PORTION OF RESERVE " O", BEING
A PARTIAL REPLAT OF EASTPOINT SUBDIVISION, SECTION ONE, (1), AS RECORDED
IN VOLUME 319, OF THE MAP RECORDS OF HARRIS COUNTY, TEXAS.
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EXHIBIT B
CHAPTER 380 ECONOMIC DEVELOPMENT AGREEMENT
COMPLIANCE REPORT
Reporting Period:
I. Business Information
Company Name: VIDA MARISCOS VII INC.
Facility Name: Vida Mariscos Restaurant &Sports Bar
Facility Address: [Insert Property Address], Baytown, Texas 77521
Contact Person:
Phone Number:
Email Address:
II. Facility Construction Compliance
2.
3.
Project Status
Commencement of Construction Date:
Commercial Operations Date: _
Compliance with Construction Requirements
Total square footage renovated:
Compliance with exterior building facade requirements:
Required Permits: Attach copies of all paid permits and fees.
III. Investment Compliance
l . Added Taxable Value
Minimum Required Investment: $3,500,000.00
Actual Added Value: $
YES NO
HCAD Assessment Records: Attach Previous and Current Year records.
2. Proof of Paid Ad Valorem Taxes
Are taxes current? YES i NO
Note: Company agrees not to protest valuation if it meets the Minimum Required
Valuation.
IV. Employment Compliance
1. Job Creation & Retention
Required New FTE Jobs: 70
FTE Definition: Permanent, non -seasonal, minimum 40 hours/week.
Actual FTEs hired/retained:
o Supporting Does: Attach payroll records showing employee names, hire dates,
salaries, and hours worked.
2. Compliance Period: Have all required jobs been maintained throughout the Tax Year?
YES / NO.
V. Sales 'Tax Rebate Compliance
1. Total Annual Sales Tax Remitted to Texas Comptroller: $
2. Requested Rebate Amount: $
3. Supporting Documentation:
o Copies of sales tax returns filed with the Texas Comptroller.
Use Tax Certificate relating to Use 'Fax Receipts paid during the Tax Year.
VI. Certification and Signature
I certify that the information provided in this compliance report is accurate and that Aida
Mariscos is in full compliance with the terms and conditions of the Chapter 380 Economic
Development Agreement with the City of Baytown, Texas.
Authorized Representative: o es-4, Afszwo/
Title: Date: 5