HomeMy WebLinkAboutOrdinance No. 16,610 (Item 7.b.)ORDINANCE NO. 16,610
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 PALO VERDE PARTNERS DEVELOPMENT, LLC TO
SUPPORT THE DEVELOPMENT OF A NEW FULL -SERVICE COFFEEHOUSE AND
DRIVE-THRU FACILITY IN EXCHANGE FOR THE CITY OF BAYTOWN'S
CONVEYANCE OF A 1.0-ACRE TRACT LOCATED AT 1800 N. ALEXANDER
DRIVE; 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 PALO VERDE PARTNERS DEVELOPMENT, LLC to support the development of a new
full -service coffeehouse and drive-thru facility in exchange for the City of Baytown's conveyance of a 1.0-
acre tract located at 1800 N. Alexander Drive. 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 I hereinabove.
Section 3: This ordinance shall take effect immediately from and after its passage by the City
Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirma ive ,V,6 e o e Ci ouncil of the City of
Baytown this the 241'' day of September, 2026.
pY70lN4;' C RLES ON, Mayor
�
A °`fi
cs , m ®er
M
APPROVEDIAS TO FORM:
SCOTT LEMOND, City Attorney
RAOrdinances and Resolutions\Ordinance Drafts\2026-09-24\Ord-380-Palo Verde.SL.docx
EXHIBIT "A"
CHAPTER 380 ECONOMIC DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF BAYTOWN, TEXAS
AND
PALO VERDE PARTNERS DEVELOPMENT, LLC
This Chapter 380 Economic Development Agreement ("Agreement") is made and entered
into as of , 2026 (the "Effective Date") by Palo Verde Partners Development, LLC, a
Texas limited liability company, (the "Company"), and the City of Baytown, Texas, a Texas home
rule municipality, (the "City"). The City is authorized by Chapter 380 of the Texas Local
Government Code to create programs for the grant of public money to promote state and local
economic development and to stimulate local business and commercial activity.
A. The City owns approximately 9.2235 acres of real property located at 1800 N.
Alexander Drive, Baytown, Texas, and more particularly described in Exhibit A (the "City
Property").
B. The City desires to convey approximately 1 acre of the City Property to the
Company as an in -kind economic development grant, which 1-acre parcel is more particularly
described in Exhibit A attached hereto and incorporated herein by reference (the "Property").
C. As consideration for the in -kind grant of the Property, the Company agrees to
expend or cause to be expended at least $2,000,000.00, consisting of Construction Costs and
Tenant Improvement Costs combined, to construct the Facility (as hereinafter defined) on the
Property (the "Project").
D. The City is authorized by Chapter 380 of the Texas Local Government Code to
create programs for the grant of public money and property to promote state and local economic
development and to stimulate local business and commercial activity. Additionally, Section
253.0125 of the Texas Local Government Code authorizes the City to transfer real property for
economic development purposes.
E. The location of the Company's Project 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 in accordance
with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual benefits and promises contained
herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
AGREEMENT
I. Definitions
In addition to other terms defined in the body of this Agreement, the following terms will
have the definitions ascribed to them as follows:
56868813v.4
1.01 "Affiliate" means any corporation, general partnership, limited partnership, limited
liability partnership, trust, company (including, without limitation, any limited liability
company or joint stock company) or other association, enterprise, organization, or entity
that, directly or indirectly, through one or more intermediaries, controls, is controlled by,
or under common control with the Company. For purposes of this definition; "control,"
"controlled," or "controlling" means possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such entity, whether through
the ownership of voting securities or interests, by contract or otherwise (such as, without
limitation, the general partner in a limited partnership or the managing member of a limited
liability company per the terms of a company's operating agreement).
1.02 "Agreement" has the meaning set forth in the preamble of this Agreement.
1.03 "Business Day" means any day other than a Saturday, Sunday, or a day on which
commercial banks in the State of Texas are authorized or required to be closed.
1.04 "City" has the meaning set forth in the preamble of this Agreement.
1.05 "Commercial Operations Date" means the date the Facility receives a certificate of
occupancy from the City.
1.06 "Commercial Operations Deadline" means the date that is two calendar years after the
Project Commencement Deadline.
1.07 "Company" has the meaning set forth in the preamble of this Agreement.
1.08 "Confidential Information" means any proprietary or non -,public financial records, tax
returns, trade secrets, or other information designated as confidential by the Company and
provided to the City under this Agreement. Confidential Information shall not include
information that (a) is or becomes publicly available through no act or omission of the City,
(b) was already known to the City prior to disclosure, or (c) is required to be disclosed by
applicable law or court order, provided the City gives the Company prompt written notice
of such requirement.
1.09 "Construction Costs" means the aggregate of the following costs expended, or caused to
be expended, by Company directly for the Project: actual on and off site development and
construction costs, contractor fees, contractor costs for general conditions, the costs of
supplies and all materials, furniture, fixtures, and equipment needed to open, including the
costs of equipment and supplies for the operation of the Facility; the costs of all building
permits and fees; construction sales and use taxes; and Tenant Improvement Costs and
inducement allowances; fees paid for engineering, architectural, design, financing,
appraisal, development management, legal, construction management, environmental, and
any third -party consultants; development management fees, contractor costs for general
conditions; permitting, utility, zoning, or other fees; bond and insurance premiums;
marketing and advertising costs; recording expenses; real property taxes and personal
56868813v.4
property taxes directly related to the construction of the Project, including taxes paid on all
construction materials, furniture, fixtures, equipment, and supplies; pre -opening labor
expenses for project -related operations; project financing costs, including interests; pre -
opening marketing and promotion costs; and any other pre -and post -construction expenses.
1.10 "Effective Date" has the meaning set forth in the preamble of this Agreement.
1.11 "Event of Default" has the meaning set forth in Section 5.04 of this Agreement.
1.12 "Facility" means an approximately 1,900 square foot Restaurant on the Property. For the
avoidance of doubt, the Facility will be situated on and will constitute a part of the Property.
1.13 "Force Majeure" means any event or circumstance beyond the reasonable control of the
affected Party that prevents or delays such Party's performance of its obligations under this
Agreement, including but not limited to: acts of God; fire; flood; earthquake; tornado or
other severe weather event; epidemic or pandemic declared by a federal, state, or local
governmental authority; war; terrorism; riot or civil disturbance; strike or labor action not
involving the affected Party's employees; or order, action, or inaction of any governmental
authority (other than the City acting in its capacity as a Party to this Agreement).
1.14 "Full -Time Equivalent Jobs" means a job at the Facility provided to one or more
individuals for a total minimum of thirty-five (35) hours per week. By way of example,
jobs at the Facility provided to two separate individuals for twenty (20) hours and fifteen
(15) hours per week, respectively, each would be considered, in combination, one Full -
Time Equivalent Job.
1.15 "Parties" or "parties" means, collectively, the City and the Company, and "Party" or
"party" means either of them individually, as applicable.
1.16 "Project" has the meaning set forth in the Recitals of this Agreement.
1.17 "Project Commencement Date" means the date upon which the following havd occurred:
(i) Company has commenced construction of the Facility on the Property as evidenced by
the pouring of footings for the foundation of the Facility following the completion of the
site and pre -development work necessary for same, and (ii) Company has received all
required permits from the City authorizing such work.
1.18 "Project Commencement Deadline" means the date that is two calendar years from the
Effective Date.
1.19 "Property" has the meaning set forth in the Recitals of this Agreement.
1.20 "Restaurant" means an establishment in which food or drink is served to customers inside
or within automobiles outside of the confines of the building, including, but not limited to,
a drive through, and/or where the consumption of such food or drink is intended to occur
either on or off the premises, which includes, but is not limited to, a coffee house.
56868813v.4
1.21 "Tenant Improvement Costs" means all costs associated with the design, construction,
and fixturization within a tenant's premises on the Property whether funded by Company,
tenant, or other source, including, but not limited to, architectural, contractor, and design
fees, building materials and work within or about the Property, including expenditures by
Company, and other work performed within the premises along with permanent fixtures or
equipment, as well as any other costs directly expended for improvements, including
outside of any tenant's premises on the Property, pursuant to the tenant's lease, including,
but not limited to, all common areas.
U.
Company's Obligations
2.01 Project Commitments.
(a) By the Commercial Operations Deadline, the Company shall (1) expend or cause
to be expended at least $2,000,000.00, consisting of Construction Costs and Tenant
Improvement Costs combined, to construct the Facility, in accordance with all
applicable requirements, laws, rules, regulations, and ordinances and in
compliance, generally, with the Conceptual Plan attached hereto as Exhibit C; and
(2) employ or cause to be employed at least five (5) Full -Time Equivalent Jobs.
(b) The Project Commencement Date must occur on or before the Project
Commencement Deadline. The Company and City will execute a written
memorandum evidencing the Project Commencement Date as soon as reasonably
practicable after such date is established, in the form attached as Exhibit "D"
("Project Commencement Date Memo"). The Project Commencement Date
Memo is merely intended to memorialize the Project Commencement Date of this
Agreement and any failure to execute the Project Commencement Date Memo will
not affect any of the obligations of the parties herein to perform hereunder.
(c) The Commercial Operations Date must occur on or before the Commercial
Operations Deadline.
(d) Sections 2.01(a) — (c) shall be collectively referred to as the "Project
Commitments".
2.02 Compliance with City Requirements. The Company must maintain compliance with all
City requirements, including payment of taxes and fees owed to the City, during the Term
of this Agreement.
2.03 Valuation and Protest. The Parties acknowledge that the taxable value of the Property is
determined by the Harris County Appraisal District (or its successor entity) and is outside
the control of the Company. However, Company understands and acknowledges the
increase in taxable real property values of the Property from the Project Commitments is
an important consideration for the City entering into this Agreement. Therefore, Company
56868813v.4
will not protest or challenge the property valuations determined by the Harris County
Appraisal District for the Property for a period of five (5) years from the Effective Date of
this Agreement; provided, however, that if the taxable value of the Property as determined
by the Harris County Appraisal District exceeds Two Million Two Hundred Fifty
Thousand Dollars ($2,250,000), the Company may protest such valuation, but in no event
shall any such protest seek to reduce the taxable value of the Property below Two Million
Two Hundred Fifty Thousand Dollars ($2,250,000). This Section 2.03 shall survive the
termination of this Agreement until the date that is five (5) years from the Effective Date
of this Agreement.
III.
City's Obligations
3.01 Grant of Property. As consideration for the Company's performance of its obligations
under this Agreement, the City will grant and convey the Property to the Company pursuant
to a Special Warranty Deed in a form mutually acceptable to the City and the Company
(the "Deed"), free and clear of all liens. The Deed effectuating this transfer shall be
executed and delivered to Company by the date that is the earlier to occur of (i) thirty (30)
days after the expiration of the Due Diligence Period, and (ii) ten (10) days after
Company's waiver of the Due Diligence Period as evidenced by written notice thereof
delivered to the City.
3.02 As -Is Conveyance. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,
THE PROPERTY SHALL BE CONVEYED IN ITS PRESENT CONDITION, AS -IS,
WHERE -IS, WITH ALL FAULTS. THE CITY MAKES NO REPRESENTATIONS OR
WARRANTY, EXPRESS OR IMPLIED, REGARDING THE CONDITION, FITNESS,
SUITABILITY, ENVIRONMENTAL STATUS, OR ANY OTHER CHARACTERISTIC
OF THE PROPERTY. THE COMPANY ACKNOWLEDGES THAT IT HAS HAD, OR
HAS HAD THE OPPORTUNITY TO HAVE, THE PROPERTY INSPECTED AND
SHALL ACCEPT THE PROPERTY IN ITS CURRENT CONDITION.
3.03 Taxation. Upon transfer of the Property to the Company, the Property shall be removed
from any tax-exempt status and shall be fully subject to ad valorem taxation. The Company
shall be solely responsible for all real property taxes, assessments, and charges levied
against the Property from and after the date of conveyance. Failure to pay taxes,
assessments, and charges levied against the Property after the date of the conveyance and
prior to delinquency shall be considered a default of this Agreement.
3.04 Compliance with Section 253.0125. Prior to transferring the Property to the Company
under this Agreement, the City shall comply with the procedures set forth in Section
253.0125(3) of the Texas Local Government Code.
3.05 Zoning Confirmation. The Property is located in the Mixed -Use Neighborhood (MUN)
Zoning District as designated by the City's official zoning map. The City represents and
warrants that the City's Planning Director has reviewed the appropriate criteria set forth in
the City of Baytown Unified Land Development Code for limited uses, including, but not
56868813v 4
limited to, Section 2.33, and has determined that a restaurant with drive-in or drive -through
service, as contemplated by this Agreement, is an authorized use at this location. The City
shall not take any action to rezone the Property or otherwise impair the Company's ability
to develop and operate the Project or Facility as contemplated herein during the Term of
this Agreement.
3.06 Property Status. The City represents and warrants to Company as of the Effective Date
and the date of the conveyance, as follows: (i) City has not granted any rights of possession
to any parties with respect to the Property; (ii) City has not granted, and no person or party
(other than Company pursuant to this Agreement) has the right or option to purchase or
otherwise acquire the Property, or any portion thereof or any interest therein; and (iii) there
are no maintenance, service contracts, or other similar agreements to which City is a party
and affecting the Property that will be binding upon Company after the date of conveyance.
3.07 City Covenants. City agrees that from the Effective Date until the earlier of the date of
conveyance of the Property to Company or the termination of this Agreement, City shall
not, without the prior written consent of Company: (i) enter into a contract for the sale,
transfer, or encumbrance of all or any portion of the Property, (ii) grant any lien, easement,
or other encumbrance against the Property, (iii) enter into any lease or service contract for
the Property, or (iv) permit City's representatives to solicit or discuss any offers to sell the
Property other than with Company.
3.08 Due Diligence Period. Notwithstanding anything to the contrary in this Agreement,
Company, in its sole and absolute discretion, may terminate this Agreement for any reason
whatsoever by giving City written notice thereof prior to the date that is ninety (90) days
after the Effective Date (the "Due Diligence Period"). Upon any termination of this
Agreement under this Section 3.08 the parties shall have no further obligations under this
Agreement.
3.09 Reverter. The Company agrees and acknowledges that the grant of the Property is
conditioned on the Company's satisfaction of certain construction milestones and,
accordingly, title to the Property shall automatically revert to and vest in the City, without
further action, notice, or legal proceeding, upon the earliest occurrence of any of the
following:
(a) The Project Commencement Date has not occurred prior to the Project
Commencement Deadline, and Company fails to cause the Project Commencement
Date to occur prior to the expiration of any applicable notice and cure period under
Section 5.08; or
(b) The Commercial Operations Date has not occurred prior. to the Commercial
Operations Deadline, and Company fails to cause the Commercial Operations Date
to occur prior to the expiration of any applicable notice and cure period under
Section 5.08.
56868813v 4
Upon reversion, the Company shall promptly execute and deliver to the City a special
warranty deed and any other instruments reasonably requested by the City to confirm and
memorialize the reversion of title. If the Company fails to do so within thirty (30) days of
written demand, the City is authorized to record a notice of reversion in the real property
records of Harris County, Texas which shall constitute constructive notice of the City's
title.
IV.
Documentation Supporting the Economic Development Grant
4.01 Notice of Completion/Certificate of Completion.
(a) No later than ninety (90) calendar days following the Commercial Operations Date,
in order for the City to assess whether the Project Commitments have been met, the
Company must provide the City with written notice that the Project Commitments
have been satisfied as set forth in the Chapter 380 Economic Development
Agreement Compliance Report, which is attached hereto as Exhibit B ("Notice of
Completion").
(b) Within thirty (30) calendar days following the date the City receives from the
Company the Notice of Completion, the City will assess the information contained
therein and either: (i) provide the Company with a detailed written response,
verifying compliance with the Project Commitments ("Certificate of Completion");
or (ii) a written notice of noncompliance stating in reasonable detail the specific
deficiencies that must be remedied to comply with the Project Commitments
("Notice of Noncompliance").
(c) If the City issues the Company a Notice of Noncompliance, then the Company may,
at any time prior to thirty (30) calendar days following the date the Notice of
Noncompliance was issued, file supplemental construction reports in accordance
with this Agreement for the City's good faith consideration, and the City will
reassess whether the Company has complied with the Project Commitments. So
long as the City is able to verify that, on the basis of the applicable Notice of
Completion and all associated construction reports filed hereunder, the Project
Commitments occurred on or before the applicable Commercial Operations
Deadline, the City will issue a Certificate of Completion no later than the later of:
(i) thirty (30) days after receipt of the initial Notice of Completion; or (ii) thirty
(30) days after the date on which the City receives the Company's supplemental
construction reports.
V.
General Terms
5.01 Term. The term of this Agreement will begin on the Effective Date and continue through
and including the Commercial Operations Date ("Term"). For the avoidance of doubt, this
Agreement shall automatically terminate upon the Commercial Operations Date and
56868813v 4
neither party shall have any further obligation under this Agreement, except those which
expressly survive the termination of this Agreement.
5.02 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 5.02 and any other language
or covenant in this Agreement, this Section 5.02 shall control.
5.03 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.
5.04 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 5.10, 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.
56868813v 4
5.05 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.
5.06 Binding Effect. This Agreement shall be binding on and inure to the benefit of the Parties,
their respective successors and assigns.
5.07 Assignment.
(a) Company may, at any time, assign, transfer, or otherwise convey any of its rights
or obligations under this Agreement without the prior written consent of the City to
(i) an Affiliate or a third -party lender or financial institution, or (ii) a purchaser of
the Property, in which case Company will provide City with a copy of the written
assignment agreement and the name and contact information of the assignee,
provided, however, that such written assignment agreement must confirm that the
assignee agrees to assume and be bound by any assigned covenants and obligations
of Company under this Agreement and that a full and complete copy of the executed
assignment agreement shall be provided to the City.
(b) Company may not otherwise assign, transfer, or otherwise convey any of its rights
or obligations under this Agreement to any third -party non -Affiliate without the
prior consent of the City Manager, which consent will not be unreasonably
withheld, conditioned, or delayed ("Consent to Assignment").
5.08 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 material
obligations under this Agreement, and the non -defaulting party provides notice of
the Event of Default as set forth in Section 5.10, below, and the Event of Default is
not cured within ninety (90) calendar days (or, if the non -defaulting party has
diligently and continuously attempted to cure following receipt of such written
notice but reasonably requires more than ninety (90) calendar days to cure, then
such additional amount of time as is reasonably necessary to effect cure, as
determined by both parties mutually and in good faith), this Agreement may be
terminated by the non -defaulting party by providing written notice to the party in
default.
(c) Attorney's Fees. The parties agree that each will be responsible for its own
attorney's fees in connection with any dispute (litigation or otherwise) in
56868813v.4
connection with this Agreement, notwithstanding any statutory rights to the
contrary.
(d) Remedies Cumulative. All rights, options, and remedies of Company and City will
be construed and held to be cumulative and the exercise of one or more rights will
not be taken to exclude or waive the right to the exercise of any other and may be
exercised and enforced concurrently.
(e) Dispute Resolution. Notwithstanding anything to the contrary, if either of the
parties has a claim, dispute, or other matter in question arising under this
Agreement, the parties will first attempt to resolve these issues through this dispute
resolution process. The non -defaulting party will submit the matter to Judicial
Arbitration and Mediation Services (JAMS), or its successor, for non -binding
mediation and initiate the mediation process by providing the defaulting party with
written notice within thirty (30) days after the expiration of any cure period set forth
in this Agreement. The initial mediation session must be held within thirty (30)
days after the party in default receives the non -defaulting parry's written notice or
the earliest available date for the mediator. The parties will share equally in the
costs and expenses of mediation (which will not include the expenses incurred by
each party for its own legal representation in connection with the mediation). The
mediation proceedings will be considered as settlement negotiations, and to the
extent allowed by applicable law, including Chapter 154 of the Texas Civil Practice
and Remedies Code and Chapter 2009 of the Texas Government Code, all offers,
promises, conduct, and statements, whether written or oral, made in the course of
the mediation by any of the parties or their respective agents and representatives,
will be confidential and inadmissible in any legal proceeding involving the parties.
The provisions of this Section may be enforced by any court of competent
jurisdiction, and the party seeking enforcement will be entitled to an award of all
costs, fees, and expenses, including reasonable attorney's fees, to be paid by the
party against whom enforcement is ordered. This provision only relates to non-
binding mediation and does not in any way obligate or require the City to participate
in any form of arbitration.
5.09 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 to which any City trustee, officer, employee, volunteer,
representative, or agent or any Company trustee, officer, employee, volunteer,
representative, or agent may be entitled under law.
5.10 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:
56868813v.4
Palo Verde Partners Development, LLC
Attn: Blake Doyle, Manager
Address: 6300 Ridglea Place, Ste. 312, Fort Worth, Texas 76116
Email: bdoyle@paloverdepartners.com
with a copy to:
Jackson Walker, LLP
Attn: Tyler Wallach
Address:777 Main Street, Ste. 2100
Fort Worth, Texas 76102
Email: twallach@jw.com
To the City:
City of Baytown
Attn: City Manager
Address: 2401 Market Street, Baytown, TX 77520
Email: jason.reynolds@baytown.org
with a copy to:
City of Baytown
Attn: City Attorney
Address: 2401 Market Street, Baytown, TX 77520
Email: scott.lemond@baytown.org
Any such notices will be either (a) sent by certified mail, return receipt requested, in which
case such notice will be deemed delivered three (3) Business Days after the deposit thereof,
postage prepaid, in the United States mail, or (b) sent by a nationally recognized overnight
courier, in which case such notice will be deemed delivered upon actual receipt, or (c)
delivered by hand delivery, in which case such notice will be deemed delivered upon
receipt, or (d) sent by email transmission, in which case such notice will be deemed
delivered upon actual receipt. The above address and email may be changed by written
notice to the other party; provided, however, that a notice of a change of address will not
be effective until actual receipt of such notice. Copies of notices are for informational
purposes only, and a failure to give or receive copies of any notice will not be deemed a
failure to give notice. If any notice, letter or information herein requires "actual receipt,"
such notice, letter, or information will not be deemed received until the party entitled to
receive the same has physical possession of such notice, letter or information.
5.11 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.
56868813v.4
5.12 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.
5.13 Severabilily. 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.
5.14 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.
5.15 No Third Party Beneficiaries. This Agreement is not intended to confer any rights,
privileges or causes of action upon any third party.
5.16 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.
5.17 Public and Confidential Information. All records and information provided to the City and
its representatives to verify compliance with this Agreement, including the Notice of
Completion and any supplemental construction reports provided under Article IV, 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, including Confidential Information, 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 with this Agreement.
5.18 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.
5.19 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.
56868813v.4
5.20 Performance by Affiliates. The City will accept performance of any obligations of
Company set forth in this Agreement by an Affiliate, as well, with the understanding that
Company (i) is not released whatsoever from any of its obligations, responsibilities, or
liability under this Agreement and (ii) will be responsible for preparing and providing all
reports required hereunder.
5.21 Knowing Employment of Undocumented Workers.
(a) Company acknowledges that the City is required to comply with Chapter 2264,
Texas Government Code, which relates to restrictions on the use of certain public
subsidies. Company hereby certifies that Company, and any branches, divisions,
or departments of Company, does not and will not knowingly employ an
undocumented worker, as that term is defined by Section 2264.00](4) of the
Texas Government Code. In the event that Company, or any branch, division, or
department of Company, is convicted of a violation under 8 U.S.C. Section
1324a(1) (relating to federal criminal penalties and injunctions for a pattern or
practice of employing unauthorized aliens), this Agreement will terminate
contemporaneously upon such conviction (subject to any appellate rights that
may lawfully be available to and exercised by Company), and Company must
repay, within one hundred twenty (120) calendar daysfollowing receipt of written
demand from the City, the aggregate amount of any monetary grants received by
Company hereunder, if any, plus simple interest at a rate of zero percent (01,6)
per annum.
This section does not apply to convictions of any subsidiary or affiliate
entity of Company, by any franchisees of Company, or by a person or entity
with whom Company contracts. Notwithstanding anything to the contrary
herein, this section will survive the expiration or termination of this
Agreement.
5.22 Electronic Signatures. This Agreement may be executed by electronic signature, which will
be considered as an original signature for all purposes and have the same force and effect as an
original signature. For these purposes, "electronic signature" means electronically scanned and
transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or
signatures electronically inserted via software such as Adobe Sign.
5.23 Incorporation of Recitals. Company and City hereby agree that the recitals set forth in this
Agreement are true and correct and form the basis upon which the parties have entered into this
Agreement.
Signatures on next page
56868813v 4
EXECUTED by the authorized representatives of the Parties on the dates indicated below.
PALO VERDE PARTNERS CITY OF BAYTOWN, TEXAS
DEVELOPMENT, LLC
By: By:
Tyler oore Jason Reynolds
Managing Partner City Manager
F 2026
Date: SCp}-e nnber 15 , 2026 Date: ,
Approved as to form:
Scott Lemond, City Attorney
56868813v.4
EXHIBIT A
City Property and Property
Legal Description of City Property:
Lot 1-R and Lot 2, Korger-Baytown Minor Replat No. 1, being a Replat of Lot 1, Block 1 of
Kroger -Baytown Minor Plat, filed under Film Code. No. 708618, Map Records, Harris County,
Texas.
Q= City Property
3j
•
O
,
.v
` 'iw Wen
•n.r
w.a.r .
ri +'
O�,If•]T.ti
1
N
•nro •.ua
•nr.or w
,uww.• cou
r�naaa�rr
56868813v 4
Description of the Property:
i4
IV
During the Due Diligence Period, Company, at its sole cost and expense, shall obtain and deliver
to City a new survey of the Property (a "New Survey"), and upon both the City's and the
Company's written approval thereof (such approval not to be unreasonably withheld, conditioned,
or delayed), such New Survey shall be referred to herein as the "Final Survey". Upon the mutual
written approval of the Final Survey, the legal description of the Property as set forth in the Final
Survey shall be automatically substituted and replaced for the description of the Property set forth
in this Exhibit A for all purposes and, upon the request of either party, the City and the Company
will enter into an amendment to this Agreement memorialize same.
56868813v.4
EXHIBIT B
CHAPTER 380 ECONOMIC DEVELOPMENT AGREEMENT COMPLIANCE
REPORT
Reporting Period:
I. Business Information
• Company Name:
• Facility Name:
• Facility Address:
• Contact Person:
• Phone Number:
• Email Address:
II. Facility Construction Compliance
1. Project Status
o Project Commencement Date:
o Commercial Operations Date: _
2. Compliance with Construction Requirements
• Total square footage constructed:
• Compliance with exterior building fagade requirements: YES / NO
o If No, provide explanation:
3. List of All Required Permits Obtained (Attach copies of all issued permits)
III. Investment Compliance
1. Construction Costs
o Minimum Required Investment:
o Actual Construction Costs: S
2. Proof of Paid Ad Valorem Taxes
o Attach receipts or proof of payment for property taxes.
o Are taxes current? YES / NO
o If No, provide explanation:
56868813v.4
IV. Employment Compliance
Job Creation
Minimum required Full -Time Equivalent Jobs ( minimum 35 hours/week): 5
Actual Full -Time Equivalent Jobs:
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.)
IV. Certification and Signature I certify that the information provided in this compliance report
is accurate and that [NAME] 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:
56868813v.4
Date:
::.3++i i.i c�.Jf •4'i � ed►.?1".s_ _ _ �•iM1��
KEYED NOT�j j�NERAL MUTES .-
•_, ,.... ,_.. ._.,,.,.�... , ......, W
STARQICIW
It
Z vein ss
0
r� „...�c: ♦ C
i, U.
�• ; I ExTERIOR W!I ILEGEND
r�-- _ z
um z
CATep ELEVATk'N J
<
Z Y ~�
--- o y�3LL =za
uj
uj
e :O�
(� W .....�..
— �' O
_ BUILDING ErTE RIOA
Fl.EV4N()NI
►YIN ENTRY ELEVATK,N
Ri1SYr1f1+1�lii1R�
—'TMT'I
7
00
FI
�. .. KEYED NOTES IENERAL M.T..sW14—
..-sn
•- -....7.r • ....t.. • .
��- - .�..ro..R. FXTERiORFINISHLEGEND
Fill
„oRrvE•iNRU EIEv�tgN _ _
`. a 9
.. Rt AR tlt V41 K,+N
In STABBUCKV
� �.ur.r..ve•uw w
Z --
O
U _
0
O�
2 -
W
F
Z
O
z
Z Y H�
O UW� W,nu
F mLL� Y�w
z r Of <
W
I.- �t~Aay i='a
w
LU
EXTERIOR
A202
EXHIBIT D
FORM OF PROJECT COMMENCEMENT DATE MEMORANDUM
(sample only)
This PROJECT COMMENCEMENT DATE MEMORANDUM ("Memorandum") is
made as of , by and between the City of Baytown, Texas, a Texas
home -rule municipality ("C"), and a
company ("Company").
RECITALS
A. City and Company are parties to that certain Chapter 380 Economic Development
Agreement dated _("Agreement") related to the the
same being recorded with the City Secretary as City Secretary Contract No. ;
B. The Project Commencement Date of the Agreement is the date upon which the
following have occurred: (i) Company has commenced construction of the Facility on the Property
as evidenced by the pouring of footings for the foundation of the Facility following the completion
of the site and pre -development work necessary for same, and (ii) Company has received all
required permits from the City authorizing such work;
C. City and Company desire to enter into this Memorandum confirming the Project
Commencement Date of the Agreement.
NOW, THEREFORE, City and Company agree as follows:
AGREEMENT
The actual Project Commencement Date is:
2. Capitalized terms not defined herein have the same meaning as set forth in the
Agreement.
City of Baytown, Texas
By: By:
Name: Name:
Title: [ Its authorized representative.
Date: Date:
56868813v.4