Ordinance No. 12,648ORDINANCE NO. 12,648
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE THE
THIRD AMENDMENT TO THE CHAPTER 380 ECONOMIC DEVELOPMENT
AGREEMENT AND LEASE WITH GOOSE CREEK IH 1, LLC; 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 the Third Amendment to the Chapter 380 Economic Development
Agreement and Lease with Goose Creek IH 1, LLC. A copy of the amendment is attached hereto, marked
Exhibit "A," and made a part hereof for all intents and purposes.
Section 2: This ordinance shall take effect immediately
City Council of the City of Baytown.
INTRODUCED, READ, and PASSED by the affirmative
Baytown, this the 25h day of September, 2014.
and after its passage by the
of the City Council of the City of
Mayor
ATT
LETICIA BRYSCH, Ci Clerk
I
APPROVED AS TO FORM:
ACIO RAMIREZ, SR., City A 1. orney dIlk6 ,
R :'.Karen%Files \City Council' %Ordinances\2014 +.September 25\3rdAmendment4GC1H I DevelopmentAgreement.doc
Exhibit "A"
THIRD AMENDMENT
TO THE
CITY OF BAYTOWN / GOOSE CREEK 1111, LLC
CHAPTER 380
ECONOMIC DEVELOPMENT AGREEMENT AND LEASE
STATE OF TEXAS
COUNTY OF HARRIS
This Third Amendment ( "Third Amendment ") to that certain "Chapter 380 Economic
Development Agreement and Lease" (the "Agreement ") between GOOSE CREEK IH 1, LLC, a Texas
limited liability company ( "GCIHI ") and the CITY OF BAYTOWN, TEXAS, a home rule city and
municipal corporation, located in Harris and Chambers Counties, Texas ( "City"), is made by and between
the same parties on the date hereinafter last specified.
WITNESSETH:
WHEREAS, the City may pursuant to Chapter 380 of the Texas Local Government Code make
loans and grants of public monies to promote economic development and to stimulate business and
commercial activity in the City; and
WHEREAS, because GCIHI's desire to promote economic development and stimulate business
and commercial activity along W. Texas Avenue by building and operating a mixed use development
consisting of both commercial and multifamily uses (the "Project ") is consistent with the City's
redevelopment goals, the CITY and GCIH1 entered into the Agreement for this purpose having an
effective date of May 11, 2010; and
WHEREAS, the Agreement required GCIH1 to complete the Project and secure a certificate of
occupancy for the same on or before May 31, 2011; and
WHEREAS, CITY and GCIH1 entered into the First Amendment to the Agreement to extend the
deadline for final completion of the Project, as defined in the Agreement, for 30 days (the "First
Amendment "); and
WHEREAS, the Project, in which GCIH1 invested more than $400,000.00 in real property
improvements on the property located at 700 W. Texas Avenue, Baytown, Harris County, Texas (the
"Property"), was completed in accordance with the First Amendment; and
WHEREAS, on December 14, 2012, the parties amended the Agreement again to remove 0.29
acres from the Property as defined therein in order for a new project under a new agreement be developed
which will promote economic development and stimulate business and commercial activity in the City
(the "Second Amendment "); and
WHEREAS, the parties desire to amend the Agreement again in order to remove 0.138 acres
from the Property ( "Excluded Property") and to convey the same to GCIH 1 in order for GCIH 1 to obtain
financing for future development and for the same to be placed back on the tax rolls ahead of schedule;
NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein
contained, the parties hereto do hereby mutually agree as follows:
Third Amendment, Page 1
1. Definitions. Unless a different meaning clearly appears from the context, words and phrases as
used in this Third Amendment shall have the same meanings as in the Agreement, the First
Amendment, and the Second Amendment.
Amendment.
a. Article I "Authority," Section 1.02 "GCIH1's Authority" of the Agreement is hereby
amended to read as follows:
2.03 "Property" means the land located at 700 W. Texas Avenue, Baytown, Harris
County, Texas, and more particularly described in Exhibit `B," which is attached
hereto and incorporated herein for all intents and purposes.
b. Article VI "General Terms," Section 6.18 "Exhibits" of the Agreement is hereby
amended to read as follows:
6.18 Exhibits. The following Exhibits "A," "B," and "C" are attached and incorporated
by reference for all purposes.
Exhibit "A ": Depiction of the Project, including floor plan
Exhibit `B ": Description of the Property
Exhibit "C ": Rental Payment Schedule
3. Conveyance. As consideration for GCIH1's performance of its obligations under the Agreement,
the First Amendment and the Second Amendment, and for the future development of the
Excluded Property, the City shall convey the Excluded Property "as is" and "with all faults" to
GCIH1 by a special warranty deed within thirty (30) days after the execution of this Third
Amendment. Such deed shall include the following disclaimers:
THE CITY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY
NATURE, KIND OR CHARACTER WHATSOEVER, EXPRESS OR
IMPLIED, REGARDING THE PHYSICAL AND ENVIRONMENTAL
CONDITION OF THE PREMISES, INCLUDING, WITHOUT LIMITATION,
ANY WARRANTIES OF HABITABILITY, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE AND GCIH1 ACCEPTS SUCH
PREMISES IN AN "AS IS" CONDITION, WITH ALL FAULTS.
AS PART OF THE CONSIDERATION FOR THIS CONVEYANCE, GCIH1
WAIVES ANY RIGHT OR CLAIM AGAINST THE CITY FOR DAMAGES,
RESCISSION OR OTHER REMEDY AT LAW OR IN EQUITY WITH
RESPECT TO OR RESULTING FROM THE PHYSICAL CONDITION OF
THE PROPERTY AND THE IMPROVEMENTS, IF ANY THEREON,
INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL
CONDITION OF THE PROPERTY AND THE FACT THAT PORTIONS OF
THE PROPERTY MAY BE LOCATED WITHIN THE 100 YEAR FLOOD
PLAIN. THE WAIVER AND EXCULPATION PROVIDED ABOVE SHALL
BE BINDING ON ALL SUCCESSORS AND ASSIGNS OF GCIH1 AND ALL
SUBTENANTS OF AND INVITEES ON THE PROPERTY.
4. Entire Agreement. The provisions of this Third Amendment and the provisions of the
Agreement, the First Amendment, and the Second Amendment should be read together and
Third Amendment Page 2
construed as one agreement provided that, in the event of any conflict or inconsistency between
the provisions of this Third Amendment and the provisions of the Agreement, the First
Amendment and/or the Second Amendment, the provisions of this Third Amendment shall
control.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment in multiple copies,
each of which shall be deemed to be an original, but all of which shall constitute but one and the same
amendment, this _ day of 12014.
GOOSE CREEK IH 1, LLC
CHRIS PRESLEY
Manager
CITY OF BAYTOWN
LN
STATE OF TEXAS
COUNTY OF HARRIS
ROBERT D. LEIPER
City Manager
Before me on this day personally appeared Chris Presley, in his capacity as Manager of Goose
Creek IH 1, LLC, on behalf of such limited liability company, known to me 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
STATE OF TEXAS
COUNTY OF HARRIS
Before me on this day personally appeared Robert D. Leiper, City Manager of the CITY OF
BAYTOWN, on behalf of such Texas municipality, known to me to be the person whose name is
Third Amendment Page 3
subscribed to the foregoing instrument and acknowledged to me that he executed the same for the
purposes and consideration therein expressed and in the capacity therein stated.
SUBSCRIBED AND SWORN before me this day of , 2014.
Notary Public in and for the State of Texas
RAKaren \Files \Contracts' +Presley 380 Agreement\ThirdAmendment docx
Third Amendment, Page 4
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Exhibit "All
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FIRST FLOOR PLAN
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Exhibit "A"
SECOND FLOOR MAN
CAMPUS SQUARE - P14ASE I
Exhib T"
FMLD NOTL DESCRII'TIOIq
1.274 ACRES
Being a 1.274 acre tract or parcel of land sitwtcd in the Harvey Whiting Survey, Abstract Nb.
8&10, Harris County, Tnxus, uud being ull Of Block 2 of Pruett Estate Subdivision No. 2. a
subdivision slumied in Harris County, Texas, according to the trap or plat thereof reeordul in
Volume 35 Page 55 of the N1 1ap Records of Harris County, Texas, and being more particularly
described by motes and bounds as follows,
BEGZ1WG at a " 3a'set in concrete for the Inteacclion of dle west Lino of Fallon Street, ti0 feet
wide, and the Hassle line of West Texas Avcuuc,100 fcct wide. for We soutlhcast corner of said
Block 2 and tlhe southeast corner of tite ftot,eln described tract; ,
TRENCE W 68°41.00" W, along the north line of vest Texas Avenue and the south line of sold
Block 2, a distance of 300.00 6=4 to a' ,V, sct in concn:te, for the Intersection of east fine of
f1cmphill Street, 60 feet wide, and ties nosh line of \Vest Tcxrs Avenue, for the southwest comer
of soul Block 2 and tite southwest corner of Wu herein described tract;
TFIENCE Y 21° 19'00" A along ilia east fine of Hemphill Street and the %eesc fine osaid Block 2,
i a distance of 185.00 feu, to a building corner found for the intersection of the south line onvest
(� Dcfce Avcnuc, 60 feet wide, and the oast line of F%mphili Street, for the northwest corner of sold
Block 2 and the northwest corner of the hensIn dcscdbcd tmev,
TE Block. ai S scan a of F, of the south Iiuc of Nest 04" Avenue and the north lino of said
BlOCI: 2, o distance of 300A0 feet to a !/2" Iron rod with plastic cap stamped PRPLS 4980" set for
f the intersection of the south line of Wes I Detce Avenue, and the west line of Felton Street for:thc
northeast comer o1said Block 2 and the nonhatig corner of tha herein described tract; ;
THENCB S 2I 019'00" W, along lhs %vest !ilia of Felton Street and the
distances or l85 fact, to else POMT OF BECIUMJNG, containing a calculated d Una
arca orI1.274 acresa
�) Orland.
(1
} NOTE: This fold note description is part Of Ilia plat or== date. The bearings shown hereon are
referenced to N 68 °d 1'00" IV along West Taxes Avenue.
SAVE AND EXCEPT the below- described 0.29 acre tract and the 0.138 acre tract:
FIELD NOTES OF A TRACT OF LAND CONTAINING 0.29 ACRES SITUATED IN THE
HARVEY WHITING SURVEY, ABSTRACT 840, HARRIS COUNTY, TEXAS AND our
OF BLOCK 2, PRUETT ESTATE SUBDIVISION NO. 2, A SUBDIVISION IN HARRIS
COUNTY, TEXAS ACCORDING TO THE MAP OR PLAT THEREOF RECORDED IN
VOLUME 35, PAGE 55 OF THE MAP RECORDS OF HARRIS COUNTY, TEXAS, ALSO
BEING THE SAME TRACT OF LAND CALLED 1.274 ACRES CONVEYED TO CITY OF
BAYTOWN BY DEED IN HARRIS COUNTY CLERK'S FILE NO.(S) 20100195784 OF THE
REAL PROPERTY RECORDS OF HARRIS COUNTY, TEXAS. SAID 0.29 ACRES BEING
MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
NOTE: THE CALLED BEARING AND THE MONUMENTS FOUND IN THE SOUTH
RIGHT -OF -WAY LINE OF WEST DEFEE AVENUE (60 FOOT RIGHT -OF -WAY) WERE
USED FOR THE BEARING BASIS DIRECTIONAL CONTROL LINE.
Exhibit "B," Page 1 of 3
BEGINNING at an "x" in concrete, set, in the west right -of -way line of South Felton Street (60
foot right -of -way), the east line of said Block 2 and for the northeast comer of the herein
described tract, from which a %s" capped iron rod marked RPLS 4980, found, in the south right -
of-way line of said West Defee Avenue and the northeast comer of said Bock 2 bears
N 21 ° 19'00" E, a distance of 125.00 feet;
THENCE, S 21-19'00" W, along the west right -of -way line of said South Felton Street and the
east line of said Block 2, a distance of 125.00 feet to a W capped iron rod marked H &H Land,
set, in the north right -of -way line of West Texas Avenue (100 foot right -of -way), the southeast
corner of said Block 2 and for the southeast corner of the herein described tract;
THENCE, N 68 041'00" W, along the north right -of -way line of said West Texas Avenue and
the south line of said Block 2, a distance of 100.00 feet to an `k" in concrete, set, being the
southwest corner of the herein described tract;
THENCE, N 21 019'00" E, over and across said Block 2, a distance of 125.00 feet to an "x" in
concrete, set, being the northwest corner of the herein described tract;
THENCE, S 68 041'00" E, over and across said Block 2, a distance of 100.00 feet to the "Point
of Beginning" and containing 0.29 acres of land, more or less.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
Exhibit "B," Page 2 of 3
FIELD NOTES OF A TRACT OF LAND CONTAINING 0.138 ACRES SITUATED IN THE
HARVEY WHITING SURVEY, ABSTRACT 840, HARRIS COUNTY, TEXAS AND OUT
OF BLOCK 2, PRUETT .ESTATE SUBDIVISION NO. 2, A SUBDIVISION IN HARRIS
COUNTY, TEXAS ACCORDING TO THE MAP OR PLAT THEREOF RECORDED IN
VOLUME 35, PAGE 55 OF THE MAP RECORDS OF HARRIS COUNTY, TEXAS, ALSO
BEING OUT OF T14E RESIDUE OF A 1.274 ACRE TRAT OF LAND CONVEYED TO CITY
OF BAYTOWN RECORDED BY DEED IN HARRIS COUNTY CLERK'S FILE NO.(S)
20100195784 OF THE REAL PROPERTY RECORDS OF HARRIS COUNTY, TEXAS. SAID
0.138 ACRES BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS
AS FOLLOWS:
NOTE: THE CALLED BEARING AND THE MONUMENTS FOUND IN THE SOUTH
RIGHT -OF -WAY LINE OF WEST DEFEE AVENUE (60 FOOT RIGHT -OF -WAY) WERE
USED FOR THE BEARING BASIS DIRECTIONAL CONTROL LINE.
BEGINNING at a %s" capped iron rod marked RPLS 4980, found, in the south right -of -way line
of said West Defee Avenue, the northeast comer of said Block 2, also being the northeast comer
of said 1.274 acres and for the northeast comer of the herein described tract;
THENCE, S 21°19'00" W, alone the west right -of- -way line of said South Felton Street and the
east line of said Block 2 together with the east line of said 1.274 acres, a distance of 60.00 feet to
an "x" in concrete, found, being the northeast comer of a 0.29 acre tract of land conveyed to
Goose Creek IH 1, L'LC recorded by deed in Harris County Clerk's File No.(s) 20130014648 of
the Real Property Records of said county and for the southeast corner of the herein described
tract;
THENCE, N 68 °41'00" W, along the north line of said 029 acres, a distance of 100.00 feet to
an "x" in concrete, found, being the northwest corner of said 0.29 acres and for the southwest
corner of the herein described tract;
THENCE, N 21 019'00" E, over and across said 1.274 acres, a distance of 60 feet to an "x" in
concrete, set, in the south right -of -way line of said West Defee Avenue, the north line of said
Block 2, also being the north line of said 1.274 acres and for the northwest corner of the herein
described tract;
THENCE, S 68 041'00" E, along the south right -of -way line of said West Defee Avenue and the
north line of said Block 2 together with the north line of said 1.274 acres, a distance of 100.00
feet to the "'Point of Beginning" and containing 0.138 acres of land, more or less.
Surveyed: September 18, 2014
1, Mike H. Rubaiy, Registered Professional Land Surveyor No. 2907, do hereby certi fy that the
foregoing field notes were prepared from a survey made on the ground under my supervision on
the date shown and that a] I lines, boundaries and landmarks are accurately described therein.
Mike H. Rubaiy Job No. 212318-1
R.P.L.S. No. 2907 Date: 09 -18 -2014
hh
Exhibit "B," Page 3 of 3
Exhibit "C'
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