Ordinance No. 12,626ORDINANCE NO. 12,626
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 GERALD W. YATES CONCERNING THE SALE OF
CERTAIN PROPERTY TO BE USED IN THE DEVELOPMENT AND
OPERATION OF AN ARTS AND ENTERTAINMENT COMPLEX IN THE
BRUNSON THEATER AND THE CITIZENS BANK BUILDING;
AUTHORIZING THE CITY OF BAYTOWN'S GRANTING OF THE INCENTIVE 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 hereby authorizes and directs the
City Manager to execute and the City Clerk to attest to a Chapter 380 Economic Development Agreement
with Gerald W. Yates concerning the sale of certain property to be used in the development and operation
of an arts and entertainment complex in the Brunson Theater and the Citizens Bank Building. 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 the granting of
incentives in accordance with the agreement authorized in Section l 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 affirmative vote ofiti�er City Council of the City of
Baytown this the 28`h day of August, 2014. j �/"
APPROVED AS TO FORM:
ACIO RAMIREZ, SR., Attorney
DONCARLOS , Mayor
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EXHIBIT "A"
CITY OF BAYTOWN / GERALD W. YATES
CHAPTER 380
ECONOMIC DEVELOPMENT AGREEMENT
STATE OF TEXAS
COUNTY OF HARRIS
This Chapter 380 Economic Development Agreement ( "Agreement ") is made and entered
into by and between GERALD W. YATES ( "YATES ") and the CITY OF BAYTOWN, TEXAS,
a home rule city and municipal corporation ( "CITY ").
RECITALS
WHEREAS, the CITY seeks to induce a developer to restore, repair, redevelop and
operate an arts and entertainment complex (the "Project ") in the Brunson Theater Building,
located at 315 W. Texas Avenue, and in the Citizens Bank Property, located at 319 West Texas
Avenue (collectively the "Neighboring Property "); and
WHEREAS, the Project is expected to cause the creation of jobs and the promotion of
state and local economic development and stimulate business and commercial activity within the
corporate limits of Baytown; and
WHEREAS, YATES owns the property more particularly described in Article III
hereof, which is located adjacent to the Neighboring Property and is vital to the development of
the Project; and
WHEREAS, in accordance with Article III, Section 52 -a of the Texas Constitution and
Chapter 380 of the Texas Local Gov't Code, CITY may establish and provide for the
administration of a program for making loans and grants of public money to promote state or
local economic development and to stimulate business and commercial activity in the City of
Baytown; and
WHEREAS, in accordance with Chapter 380, Texas Local Gov't Code, CITY hereby
establishes such a program to provide incentives to Yates to encourage and promote the
development of the Project thereby enhancing and stimulating business and commercial activity
in the City of Baytown; and
WHEREAS, as part of the Program and as a material inducement to YATES selling the
property more particularly described in Article III hereof, CITY has agreed to offer a monetary
incentive for the sale of the same; and
WHEREAS, YATES has agreed, in exchange and as consideration of the incentive
provided by CITY to satisfy and comply with certain terms and conditions, including the sale of
the property and the closing of the same by October 31, 2014; and
WHEREAS, CITY and YATES agree that the provisions of this Agreement substantially
advance a legitimate interest of CITY by expanding the property tax base as well as the sales and
use tax base of CITY, by increasing employment and by promoting economic development;
NOW, THEREFORE, in consideration of the mutual benefits and promises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
CITY and DEVELOPER agree as follows::
I.
Recitals
1.01 Recitals. The recitals set forth above are declared true and correct and are hereby
incorporated into and made a part of this Agreement.
1.02. Public Purpose. CITY finds that the benefits provided by Yates and described herein
promote economic development in the City of Baytown and stimulate business and
commercial activity in Baytown.
II.
Authority
2.01 CITY. The CITY's execution of this Agreement is authorized by Chapter 380 of the
Texas Local Government Code and constitutes a valid and binding obligation of the
CITY.
2.02 YATES. YATES' execution and performance of this Agreement constitutes a valid and
binding obligation of YATES. The CITY acknowledges that YATES is acting in reliance
upon the CITY'S performance of its obligations under this Agreement in making its
decision to sell the property described in Article III in order for the development on the
Neighboring Property to expand employment and promote economic development in
Baytown.
III.
Definitions
3.01 "Project" means the restoration/repair /redevelopment and operation of an arts and
entertainment complex on the Property providing live entertainment and a restaurant with
at least 90 seats coupled with a bar with at least 20 seats, an outside patio, a bakery, and
related parking.
3.02 "Effective Date" is the date upon which the City Manager executes this Agreement.
Chapter 380 Economic Development Agreement, Page 2
3.03 "HCAD" means the Harris County Appraisal District or its successor.
3.04 "Program" means the economic development program for this Project established by the
CITY pursuant to Texas Local Government Code Chapter 380 to promote local economic
development and stimulate business and commercial activity within the CITY.
3.05 "Property" means the land and improvements located at 0 W. Pearce, Baytown, Harris
County, Texas, and more particularly described as Lots 7, 8 & 9, Block 22, Goose Creek,
Harris County, Texas.
IV.
YATES Obligations
4.01 Creation of Jobs and Taxable Value.
Between the Effective Date and October 31" or seven days after objections to title,
inspection report, environmental assessment and/or survey have been cured, YATES
shall convey good title to the Property in accordance with the Earnest Money Contract,
which is attached hereto as Exhibit "A" and incorporated herein for all intents and
purposes (the "Earnest Money Contract "), which property shall be used as part of the
Project to create jobs and taxable value.
4.02 Failure to Meet Obligations. In the event that YATES fails to fulfill its obligations under
the performance obligations contained in the Earnest Money Contract, the CITY may, at
its option, terminate this Agreement in accordance with Section 6.02, whereupon YATES
shall be required to reimburse the CITY within 30 days for all expenses it has incurred to
the date of termination.
V.
CITY Obligations
5.01 Economic Development Grant. The CITY shall pay to YATES an economic development
grant in the form of a one -time payment, which shall be added to the appraised value as
last certified by HCAD to reach a sales price of THIRTY -EIGHT THOUSAND AND
NO /100 DOLLARS ($38,000.00). Specifically, the grant shall be as follows and shall be
paid by the City at closing:
HCAD Appraised Value: $28,406.00
Economic Development Grant: $ 9,594.00
Sales Price
Chapter 380 Economic Development Agreement, Page 3
5.02 Reversion. It is expressly understood and agreed that should the Property revert back to
the CITY pursuant to the terms and conditions of the Chapter 380 Economic
Development Agreement with Robert Martin, Jr., which agreement was approved by the
City Council on August 28, 2014, the CITY will reconvey the Property to YATES via a
deed without warranty if YATES pays the CITY THIRTY -EIGHT THOUSAND AND
NO /100 DOLLARS ($38,000.00) for the Property within sixty (60) days after receipt of
notice from the CITY that the CITY has obtained title based upon reversion contained in
the terms and conditions of the Chapter 380 Economic Development Agreement with
Robert Martin, Jr.
VI.
General Terms
6.01 Term. This Agreement shall become enforceable upon execution by the City Manager of
the CITY and shall be effective on the Effective Date. Unless terminated earlier in
accordance with its terms, this Agreement shall terminate once YATES has conveyed
good title the Property to the CITY.
6.02 Termination. If either the CITY or YATES should default in the performance of any
obligations of this Agreement or the Earnest Money Agreement, such default shall be
governed by the terms of the Earnest Money Contract.
6.03 Mutual Assistance. CITY and YATES will do the things commercially reasonable,
necessary or appropriate to carry out the terms and provisions of this Agreement, and to
aid and assist each other in carrying out such terms and provisions.
6.04 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 hereto are superseded by this Agreement. This Agreement
may only be amended, altered or revoked by written instrument signed by the CITY and
YATES.
6.05 Binding Effect. ffect. This Agreement shall be binding on and inure to the benefit of the parties
and their respective heirs, executors, administrators, successors and assigns.
6.06 Assignment. Except as provided below, YATES may not assign all or part of its rights
and obligations to a third party without prior written approval of the CITY.
6.07 Release. By this Agreement, the CITY does not consent to litigation or suit, and the
CITY hereby expressly revokes any consent to litigation that it may have granted by the
terms of this Agreement or any other contract or agreement, any charter, or applicable
state law. Nothing contained herein shall be construed in any way so as to waive in
whole or part the CITY's sovereign immunity. YATES assumes full responsibility for
its obligations under this Agreement performed hereunder and hereby releases,
relinquishes, discharges, and holds harmless the CITY, its officers, agents, and
Chapter 380 Economic Development Agreement, Page 4
employees from all claims, demands, and causes of action of every kind and character
that is caused by or alleged to be caused by, arising out of, or in connection with
YATES'S obligations hereunder. This release shall apply with respect to YATES'S
work regardless of whether said claims, demands, and causes of action are covered in
whole or in part by insurance.
6.08 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:
YATES:
Gerald W. Yates
5859 Red Bluff Rd
Pasadena, TX 77505 -2642
CITY:
City of Baytown
P.O. Box 424
Baytown, TX 77522 -0424
FAX: 281- 420 -6586
Attn: City Manager
Either party may designate a different address at any time upon written notice to the other
party.
6.09 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, in the event of any dispute
regarding its meaning or application, be interpreted fairly and reasonably and neither
more strongly for, nor against any party.
6.10 Applicable Law. This Agreement is made, and shall be construed and interpreted, under
the laws of the State of Texas and venue shall lie in the State courts of Harris County,
Texas.
6.11 Severability. In the event any provisions of this Agreement are illegal, invalid or
unenforceable under present or future laws, and in that event, 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 be added to this Agreement which is legal, valid or
enforceable and is as similar in terms as possible to the provision found to be illegal,
invalid or unenforceable.
6.12 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.
Chanter 380 Economic Development Agreement, Page 5
6.13 No Third Party Beneficiaries. This Agreement is not intended to confer any rights,
privileges or causes of action upon any third party.
6.14 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.
6.15 Public Information. Records and information provided to the CITY or its
representative(s) to verify compliance with this Agreement shall be available for public
inspection.
6.16 Exhibit. The following Exhibit "A" is attached and incorporated by reference for all
purposes.
6.17 Multiple Originals. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, and all of which, taken together, shall constitute but
one and the same instrument, which may be sufficiently evidenced by one counterpart.
6.18 Authority to Enter Contract. Each party has the full power and authority to enter into and
perform this Agreement, and the person signing this Agreement on behalf of each party
has been properly authorized and empowered to enter into this Agreement. The persons
executing this Agreement hereby represent that they have authorization to sign on behalf
of their respective entities.
6.19 Non - Waiver. Failure of either party hereto to insist on the strict performance of any of
the agreements contained herein or to exercise any rights or remedies accruing hereunder
upon default or failure of performance shall not be considered a waiver of the right to
insist on and to enforce by an appropriate remedy, strict compliance with any other
obligation hereunder to exercise any right or remedy occurring as a result of any future
default or failure of performance.
EXECUTED by the authorized representatives of the parties on the dates indicated
below.
CITY OF BAYTOWN, TEXAS
ROBERT D. LEIPER
City Manager
(Date)
Chapter 380 Economic Development Agreement, Page 6
ATTEST:
LETICIA BRYSCH
City Clerk
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR.
City Attorney
YATES
GERALD W. YATES
Owner of the Property
(Date)
STATE OF TEXAS §
COUNTY OF HARRIS §
The foregoing instrument was acknowledged before me on this _ day of ,
2014, by Gerald W. Yates, as the sole owner of the Property, for the purposes and consideration
herein expressed.
[SEAL]
Notary Public in and for the State of
Texas
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EXHIBIT "A"
EARNEST MONEY CONTRACT
STATE OF TEXAS
COUNTY OF HARRIS
This Earnest Money Contract is made and entered into this _ day of 12014,
by and between the CITY OF BAYTOWN, a municipal corporation located in Harris and Chambers
Counties, Texas, hereinafter known as the "Buyer," and GERALD W. YATES, hereinafter known as the
"Seller."
I.
IN GENERAL
Subject to Article II hereof, the Seller agrees to sell and convey to Buyer and Buyer agrees to buy
from Seller the property described below.
II.
CONTINGENCY
This Agreement and the Buyer's obligations herein are expressly contingent upon the following:
1. an inspection report satisfactory to the Buyer,
2. an environmental site assessment satisfactory to the Buyer,
3. the execution of a Chapter 380 Economic Development Agreement concerning the
property located at 315 W. Texas Avenue and 319 W. Texas Avenue, City of Baytown,
Harris County, Texas; and
4. the City Council's approval of this Agreement.
III.
PROPERTY
The property subject to this Agreement is that property described as Lots 7, 8 & 9, Block 22,
Goose Creek, Harris County, Texas, and depicted in Exhibit "A," which is attached hereto and
incorporated herein for all intents and purposes, and hereinafter referred to as the "Property."
IV.
SALES PRICE
The sales price of the above - referenced property shall be THIRTY -EIGHT THOUSAND AND
NO /100 DOLLARS ($38,000.00), hereinafter "Sales Price," which sum shall be paid in full at closing on
the Property.
V.
EARNEST MONEY
Buyer shall deposit ONE THOUSAND AND NO /100 DOLLARS ($1,000.00) as earnest money
with Great American Title Company, as Escrow Agent, upon execution of this Agreement by both parties.
VI.
TITLE POLICY AND SURVEY
Seller shall obtain at Buyer's sole cost and expense an Owner Policy of Title Insurance (the "Title
Policy ") issued by Great American Title Company, located at 4505 N. Main Street, Baytown, TX 77521
( "Title Company ") in the amount of the Sales Price, dated at or after closing, insuring Buyer against loss
under the provisions of the Title Policy subject to the promulgated exclusions (including existing building
and zoning ordinances) and the following exceptions:
(1) restrictive covenants common to the platted subdivision in which the Property is located;
(2) the standard printed exception for standby fees, taxes and assessments;
(3) utility easements created by the dedication deed or plat of the subdivision in which the
Property is located;
(4) reservations or exceptions otherwise permitted by this Agreement or as may be approved
by Buyer in writing;
(5) the standard printed exception as to discrepancies, conflicts, shortages in area or
boundary lines, encroachments or protrusions or overlapping improvements;
(6) the standard printed exception as to marital rights; and
(7) the standard printed exception as to waters, tidelands, beaches, streams, and related
matters.
Within twenty (20) days after the Title Company receives a copy of this Agreement, Seller shall
furnish to Buyer a commitment for Title Insurance (the "Commitment ") and, at Buyer's expense, legible
copies of restrictive covenants and documents evidencing exceptions in the Commitment other than the
standard printed exceptions. Seller authorizes the Title Company to mail or hand - deliver the
Commitment and related documents to Buyer at Buyer's address shown below. If the Commitment is not
delivered to Buyer within the specified time, the time for delivery shall be automatically extended up to
fifteen (15) days. Buyer shall have ten (10) days after the receipt of the Commitment to object in writing
to matters disclosed in the Commitment. Buyer may object to existing building and zoning ordinances
and items (1) through (7) listed above if Buyer determines that any such ordinance or item prohibits the
proposed use of the Property as hereinafter described.
Within ten (10) days after Buyer's receipt of a survey plat if Seller is in possession of the same,
Buyer may object in writing to any matter which constitutes a defect or encumbrance to title shown on a
survey plat.
Utility easements created by the dedication deed and plat of the subdivision in which the Property
is located shall not be a basis for objection. Buyer's failure to object under this article within the time
allowed shall constitute a waiver of Buyer's right to object except that the requirements in Schedule C of
the Commitment shall not be deemed to have been waived. If objections are made by Buyer, Seller shall
cure the objection within twenty (20) days after the date Seller receives them and the Closing Date shall
be extended as necessary. If objections are not cured by the extended Closing Date, this Agreement shall
terminate and the Earnest Money shall be refunded to Buyer, unless Buyer elects to waive the objections.
Earnest Money Contract, Page 2
VII.
CLOSING
The closing of the sale shall be on or before the 3151 day of October, 2014, or within seven (7)
days after objections to title, inspection report, environmental assessment and /or any survey have been
cured, whichever date is later, such date hereinafter referred to as "Closing Date." If either party fails to
close this sale by the Closing Date herein specified, the non - defaulting party shall be entitled to exercise
any remedies contained in Article XII hereof. At closing, Seller shall furnish tax statements or certificates
showing no delinquent taxes are due and owing on the Property, and Seller shall tender a General
Warranty Deed conveying good and indefeasible title showing no additional exceptions, other than those
not objected to by Buyer or waived by Buyer pursuant to Article VI hereof. The deed shall contain a right
of revision, which would be effective only if (i) the Buyer receives title to the Property after the
conveyance of the same to Robert Martin, Jr., based upon the reversion contained in the terms and
conditions of the Chapter 380 Economic Development Agreement with Robert Martin, Jr., which
agreement was approved by the City Council on August 28, 2014, and (ii) the Seller pays the Buyer
THIRTY -EIGHT THOUSAND AND NO/ 100 DOLLARS ($38,000.00) for the Property within sixty (60)
days after receipt of notice from the Buyer that the Buyer has obtained title based upon reversion
contained in the terms and conditions of the Chapter 380 Economic Development Agreement with Robert
Martin, Jr. Any conveyance of the Property by Buyer to Seller pursuant to the reversion contained herein
shall be via a deed without warranty.
VIII.
POSSESSION
The possession of the Property shall be delivered to Buyer at closing.
IX.
SALES EXPENSES
The following expenses shall be paid at or prior to closing:
A. Buyer shall be responsible for the expenses associated with the environmental
assessments; preparation of deed; escrow fee; and other expenses stipulated to be paid by
Buyer under other provisions of this Agreement.
B. Seller shall be responsible for the expenses associated with the following: releases of
existing liens, including prepayment penalties and recording fees; release of Seller's loan
liability; taxes assessed prior to January 1, 2014; tax statements or certificates; and other
expenses stipulated to be paid by Seller under other provisions of this Agreement.
X.
PRORATIONS
Current taxes, any rents, maintenance fees, and assessments shall be prorated through the Closing
Date. If the amount of the ad valorem taxes for the year in which the sale is closed is not available on the
Closing Date, proration of the taxes shall be made on the basis of the taxes assessed in the previous year.
Earnest Money Contract, Page 3
XI.
CHARGES DUE TO SELLER'S CHANGE IN USE
If Seller's change in use of the Property prior to the closing or denial of a special use valuation on
the Property claimed by Seller results in the assessment of additional taxes for periods prior to closing,
the additional taxes shall be the obligation of the Seller. Obligations imposed by this article shall survive
closing.
XII.
DEFAULT
If Buyer fails to comply with this Agreement, Buyer shall be in default, and Seller may (a)
enforce specific performance, seek such other relief as may be provided by law, or both, or (b) terminate
this Agreement and receive the Earnest Money as liquidated damages, thereby releasing both parties from
this Agreement. If Seller is unable without fault to deliver the Commitment within the time allowed,
Buyer may either terminate this Agreement and receive the Earnest Money as the sole remedy or extend
the time for performance up to fifteen (15) days and the Closing Date shall be extended as necessary at
the discretion of the Buyer. If Seller fails to comply with this Agreement for any other reason, Seller
shall be in default and Buyer may either (a) enforce specific performance, seek such other relief as may
be provided by law, or both, or (b) terminate this Agreement, receive the Earnest Money, and seek such
other relief as may be provided by law, thereby releasing both parties to this Agreement.
XIII.
ESCROW
The Earnest Money is deposited with Escrow Agent with the understanding that Escrow Agent is
not (a) a party to this Agreement and does not have any liability for the performance or non - performance
of any party to this Agreement, (b) liable for interest on the Earnest Money, or (c) liable for any loss of
Earnest Money caused by the failure of a financial institution in which the Earnest Money has been
deposited unless the financial institution is acting as Escrow Agent. If either party makes demand for the
payment of the Earnest Money, Escrow Agent has the right to require from all parties a written release of
liability of Escrow Agent for disbursement of the Earnest Money. Any refund or disbursement of Earnest
Money under this Agreement shall be reduced by the amount of unpaid expenses incurred on behalf of the
party receiving the Earnest Money, and Escrow Agent shall pay the same to the creditors thereto. At
closing the Earnest Money shall be refunded to Buyer. Demands and notices required by this paragraph
shall be in writing and delivered by hand delivery or by certified mail, return receipt requested.
XIV.
REPRESENTATIONS
Seller represents that as of the Closing Date there will be no liens, assessments, or Uniform
Commercial Code or other security interests against any of the Property which will not be satisfied out of
the Sales Price, other than ad valorem taxes. If any representation in this Agreement is untrue on the
Closing Date, this Agreement may be terminated by Buyer and the Earnest Money shall be refunded to
Buyer. All representations contained in this Agreement shall survive the closing.
Earnest Money Contract, Page 4
XV.
SALE OF INTEREST
The Seller may not sell or assign all or part interest in the Property to another party or parties
without the express prior written approval of the City Manager of such sale or assignment, nor shall Seller
assign any monies due or to become due to it hereunder without the previous consent of the City
Manager. It is expressly understood and agreed that this provision shall only apply to the Property as
defined in Article III.
XVI.
NOTICES
All notices required to be given hereunder shall be given in writing in person or by overnight,
certified or registered mail, return receipt requested at the respective addresses of the parties set forth
herein or at such other address as may be designated in writing by either party. Notice given by mail shall
be deemed given three (3) days after the date of mailing thereof to the following addresses:
SELLER
Gerald W. Yates
5859 Red Bluff Road
Pasadena, TX 77505 -2642
BUYER
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown, TX 77522
XVII.
FEDERAL TAX REQUIREMENTS
If Seller is a "foreign person" as defined by applicable law or if Seller fails to deliver an affidavit
that Seller is not a "foreign person," then Buyer shall withhold from the sales proceeds an amount
sufficient to comply with the applicable tax law and deliver the same to the Internal Revenue Service
together with appropriate tax forms. IRS regulations require the filing of written reports if cash in excess
of specified amounts is received in the transaction.
XVIII.
USE
The intended use of the Property by Buyer is for municipal purposes. If Buyer ascertains that
applicable zoning ordinances, easements, restrictions or governmental laws, rules or regulations prevent
such intended uses, and Buyer notifies Seller within thirty (30) days after the effective date of this
Agreement (but in all events at least seven (7) days prior to closing) of Buyer's inability to use the
property as herein proposed, the Agreement shall terminate and the Earnest Money shall be refunded to
Buyer. Buyer's failure to give the notice within the required time shall constitute Buyer's acceptance of
the Property.
Earnest Money Contract, Page 5
XIX.
NON - WAIVER
Failure of either party hereto to insist on the strict performance of any of the agreements herein or
to exercise any rights or remedies accruing thereunder upon default or failure of performance shall not be
considered a waiver of the right to insist on and to enforce by an appropriate remedy, strict compliance
with any other obligation hereunder to exercise any right or remedy occurring as a result of any future
default or failure of performance.
XX.
GOVERNING LAW
This Agreement shall in all respects be interpreted and construed in accordance with and
governed by the laws of the State of Texas and the City of Baytown, regardless of the place of its
execution or performance. The place of making and the place of performance for all purposes shall be
Baytown, Harris County, Texas.
XXI.
SEVERABILITY
All parties agree that should any provision of this Agreement be determined to be invalid or
unenforceable, such determination shall not affect any other term of this Agreement, which shall continue
in full force and effect.
XXII.
NO RIGHT TO ARBITRATION
Notwithstanding anything to the contrary contained in this Agreement, the Buyer and the Seller
hereby agree that no claim or dispute between the Buyer and the Seller arising out of or relating to this
Agreement shall be decided by any arbitration proceeding, including, without limitation, any proceeding
under the Federal Arbitration Act (9 U.S.C. Sections 1 -14), or any applicable state arbitration statute,
including, but not limited to, the Texas General Arbitration Act, provided that in the event that the Buyer
is subjected to an arbitration proceeding notwithstanding this provision, the Seller consents to be joined in
the arbitration proceeding if the Seller's presence is required or requested by the Buyer for complete relief
to be recorded in the arbitration proceeding.
XXIH.
COMPLETE AGREEMENT
This Agreement contains all the agreements of the parties relating to the subject matter hereof and
is the full and final expression of the agreement between the parties.
Earnest Money Contract, Page 6
XXIV.
AUTHORITY
The persons executing this Agreement on behalf of the parties hereby represent that such persons
have full authority to execute this Agreement and to bind the party he /she represents.
XXV.
EXPIRATION
This Contract shall expire if not signed by the Seller on or before the 27`x' day of August, 2014.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies,
each of which shall be deemed to be an original, but all of which shall constitute but one and the same
Agreement on the day of , 2014, the date of execution by the Seller.
SELLER: GERALD W. YATES
GERALD W. YATES
BUYER: CITY OF BAYTOWN, TEXAS
ROBERT D. LEIPER, City Manager
ATTEST:
LETICIA BRYSCH, City Clerk
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR., City Attorney
STATE OF TEXAS
COUNTY OF HARRIS
Before me, , the undersigned notary public, on this
day personally appeared GERALD W. YATES, the owner of the above - described Property, known to me
Earnest Money Contract, Page 7
to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he
executed the same for the purposes and consideration therein expressed.
SUBSCRIBED AND SWORN before me this _ day of , 2014.
Notary Public in and for the State of Texas
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