Loading...
Ordinance No. 12,724ORDINANCE NO. 12,724 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING A DEVELOPMENT AGREEMENT WITH JSS ACQUISTITION, 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 hereby authorizes and directs the City Manager to execute a Development Agreement with JSS Acquistition, LLC. Said agreement is attached as Exhibit "A" and incorporated herein for all intents and purposes. Section 2: 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 affirmat' a vote of the City Council of the City of Baytown this the 17th day of November, 2014. ATTEST: ETICIA B erk AP PROVED AS TO FORM: � A r NACIO RAMIREZ, SR., it Attorney i e (P••r�. -� �i�1,ryir� yo. DONCARLOS, \ COUS011LegaWarenTilesTity CounciPArdinances\2014Wovember 17VSSAcquisitionDevelopmentAgreement .doc Exhibit "A" DEVELOPMENT AGREEMENT BETWEEN THE CITY OF BAYTOWN, TEXAS, AND JSS ACQUISITION, LLC STATE OF TEXAS COUNTY OF HARRIS This Development Agreement (the "Agreement ") is made and entered into effective as of the 17'h day of November, 2014, by THE CITY OF BAYTOWN, TEXAS (the "City "), a home -rule municipality located in Chambers and Harris Counties, Texas, acting by and through its governing body, the City Council of Baytown, Texas; and JSS Acquisition, LLC, a Texas limited liability company (the "Developer "). RECITALS WHEREAS, the Developer owns approximately 13.5 acres of land in Harris County, Texas, and described in Exhibit A (the "Property"); and WHEREAS, the Developer desires that the Property be developed as a Class A multifamily complex however, the development of the Property requires an agreement providing for long -term certainty in regulatory requirements and development standards by the City regarding the Property; and WHEREAS, the City and the Developer agree that the development of the Property can best proceed pursuant to a development agreement; and WHEREAS, it is the intent of this Agreement to establish certain restrictions and commitments imposed and made in connection with the development of the Property; and WHEREAS, the City and the Developer agree that the provisions of this Agreement substantially advance legitimate interests of the City and the Developer, NOW, THEREFORE, for and in consideration of the mutual agreements, covenants, and conditions contained herein, and other good and valuable consideration, the City and the Developer agree as follows: ARTICLE I. DEFINITIONS Section 1.01 Terms. Unless the context requires otherwise, and in addition to the terms defined above, the following terms and phrases used in this Agreement shall have the meanings set out below: Agreement means this Development Agreement between the City and the Developer. City means the City of Baytown, Texas. City Council means the City Council of the City or any successor governing body. City Manager means the City Manager of the City or his designee. Code means the Code of Ordinances, Baytown, Texas, including the ULDC. County means Harris County, Texas. Developer means JSS Acquisition, LLC. Party or Parties means a party or parties to this Agreement. Person means any individual, partnership, association, firm, trust, estate, public or private corporation, or any other legal entity whatsoever. Project means the development of a Class A multifamily complex as more fully described in Exhibit "B," which is attached hereto and incorporated herein for all intents and purposes. Property means all the land described in the attached Exhibit A, which is incorporated herein for all intents and purposes. ULDC means the City's Unified Land Development Code. ARTICLE II STANDARDS Section 2.01 Introduction. The Property is proposed to be developed as detailed in Exhibit Section 2.02 Standards for the Project. The Developer shall develop the Property in compliance with standards specified in Section 3.12 of the ULDC as if it were being developed in a mid -rise density mixed residential dwellings zoning district. ARTICLE III WATER, WASTEWATER AND DRAINAGE FACILITIES AND SERVICES Section 3.01 Water and Wastewater Facilities and Services. The Developer shall be responsible for constructing or causing to be constructed, such water and wastewater facilities necessary to serve the Project in accordance with the City's Code of Ordinances. Section 3.02 Drainage Facilities and Services. The Developer shall be responsible for constructing, or causing to be constructed, such drainage facilities and improvements as are necessary to adequately provide drainage for the Project, which meet the minimum standards for drainage facilities set forth in the City's Code of Ordinances. Section 3.03 Construction Standards for Public Improvements. The Developer shall provide, or cause to be provided, public improvements required herein or by the Code, including, but Development Ax=ment, Page 1 not limited to, roads, drainage, utilities, facilities, landscaping, streetscaping, parks and recreational facilities in accordance with all City requirements applicable to the Property. All public improvements constructed by the Developer, or caused to be constructed by the Developer, shall be constructed in accordance with all then applicable City requirements. ARTICLE IV BREACH, NOTICE AND REMEDIES Section 4.01 Breach of Agreement. (a) It is the intention of the Parties to this Agreement that the Property be developed in accordance with the terms of this Agreement. (b) The Parties acknowledge and agree that any deviation by the City or by the Developer from the terms of this Agreement would frustrate the intent of this Agreement and, therefore, would be a breach of this Agreement. In the event that a Party to this Agreement believes that the other Party has, by act or omission, committed a breach of this Agreement, the provisions of this Article V shall provide the remedies for such default. Section 4.02 Notice of Developer's Default; Right to Cure. (a) The City Manager shall notify the Developer in writing of an alleged failure by the Developer to comply with a provision of this Agreement, which notice shall specify the alleged failure with reasonable particularity. The Developer shall, within thirty (30) days after receipt of such notice or such longer period of time as the City may specify in such notice, either cure such alleged failure or, in a written response to the City, either present facts and arguments in refutation or excuse of such alleged failure or state that such alleged failure will be cured and set forth the method and time schedule for accomplishing such cure. (b) The City Manager shall determine (i) whether a failure to comply with a provision has occurred; (ii) whether such failure is excusable; and (iii) whether such failure has been cured or will be cured. The Developer shall make available and deliver to the City, if requested, any records, documents or other information necessary to make the determination without charge. (c) In the event that the City Manager determines that such failure has not occurred, or that such failure either has been or will be cured in a manner and in accordance with a schedule reasonably satisfactory to the City, or that such failure is excusable, such determination shall conclude the investigation. If the City determines that a failure to comply with a provision has occurred and that such failure is not excusable and has not been or will not be cured in a manner and in accordance with a schedule reasonably satisfactory to the City, then the City may terminate this Agreement, withhold permits and certificates as applicable, and/or take any appropriate action to enforce this Agreement at law or in equity. Section 4.03 Notice of City's Default; Right to Cure. (a) The Developer shall notify the City in writing of an alleged failure by the City to comply with a provision of this Agreement, which notice shall specify the alleged failure with Develo ment ASMme1% Page 2 reasonable particularity. The City shall, within 30 days after receipt of such notice or such longer period of time as the Developer may specify in such notice, either cure such alleged failure or, in a written response to the Developer, either present facts and arguments in refutation or excuse of such alleged failure or state that such alleged failure will be cured and set forth the method and time schedule for accomplishing such cure. (b) The Developer shall determine (i) whether a failure to comply with a provision has occurred; (ii) whether such failure is excusable; and (iii) whether such failure has been cured or will be cured by the City. The City shall make available and deliver to the Developer, if requested, any records, documents or other information necessary to make the determination without charge. (c) In the event that the Developer determines that such failure has not occurred or that such failure either has been or will be cured in a manner and in accordance with a schedule reasonably satisfactory to the Developer, or that such failure is excusable, such determination shall conclude the investigation. If the Developer determines that a failure to comply with a provision has occurred and that such failure is not excusable and has not been or will not be cured by the City in a manner and in accordance with a schedule reasonably satisfactory to the Developer, then the Developer may take any appropriate action to enforce this agreement at law or in equity. ARTICLE V BINDING AGREEMENT, TERM, AMENDMENT, AND ASSIGNMENT Section 5.01 Beneficiaries. This Agreement shall bind and inure to the benefit of the City and the Developer, their successors and assigns. Section 5.02 Notice. The Parties contemplate that they will engage in informal communications with respect to the subject matter of this Agreement. However, any formal notices or other communications ( "Notice ") required to be given by one Party to another by this Agreement shall be given in writing addressed to the Party to be notified at the address set forth below for such Party: (a) by delivering the same in person; (b) by depositing the same in the United States Mail, certified or registered, return receipt requested, postage prepaid, addressed to the Party to be notified; (c) by depositing the same with Federal Express or another nationally recognized courier service guaranteeing "next day delivery," addressed to the Party to be notified; or (d) by sending the same by facsimile with confirming copy sent by mail. Notice shall be effective only if and when received by the Party to be notified. For the purposes of notice, the addresses of the Parties, until changed as provided below, shall be as follows: City: City of Baytown P. O. Box 424, Baytown, Texas 77522 Attn: City Manager, (fax) 281 -420 -6586 Developer: JSS Acquisition, LLC 6846 Kemper Drive, Pasadena, TX 77505 Attn: Jeff Strother, Manager Development Agreement, Page 3 The Parties shall have the right from time to time to change their respective addresses, and each shall have the right to specify as its address any other address within the United States of America by giving at least 5 days written notice to the other Parties. If any date or any period provided in this Agreement ends on a Saturday, Sunday, or legal holiday, the applicable period for calculating the notice shall be extended to the first business day following such Saturday, Sunday or legal holiday. Section 5.03 Time. Time is of the essence in all things pertaining to the performance of this Agreement. Section 5.04 Severability. If any provision of this Agreement is illegal, invalid, or unenforceable under present or future laws, then, and in that event, it is the intention of the Parties hereto that the remainder of this Agreement shall not be affected. Section 5.05 Waiver. Any failure by a Party hereto to insist upon strict performance by the other Party of any provision of this Agreement shall not be deemed a waiver thereof or of any other provision hereof, and such Party shall have the right at any time thereafter to insist upon strict performance of any and all of the provisions of this Agreement. Section 5.06 Applicable Law and Venue. The construction and validity of this Agreement shall be governed by the laws of the State of Texas without regard to conflicts of law principles. Exclusive venue shall be in Harris County, Texas, and all Parties consent to venue in Harris County. Section 5.07 Reservation of Rights. The City reserves all rights, privileges, and immunities under applicable laws, including sovereign immunity. Section 5.08 Further Documents. The Parties agree that at any time after execution of this Agreement, they will, upon request of another Party, execute and deliver such further documents and do such further acts and things as the other Party may reasonably request in order to effectuate the terms of this Agreement. Section 5.09 Incorporation of Exhibits and Other Documents by Reference. All Exhibits and other documents attached to or referred to in this Agreement are incorporated herein by reference for the purposes set forth in this Agreement. Section 5.10 Effect of State and Federal Laws. Notwithstanding any other provision of this Agreement, Developer, its successors or assigns, shall comply with all applicable statutes or regulations of the United States, the State of Texas, and the County of Harris as well as any City ordinances and any rules implementing such statutes or regulations. Section 5.11 Authority for Execution. The City hereby certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with the City Charter and City ordinances. The Developer hereby certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with the requirements of state law. Section 5.12 Term. This Agreement shall be effective from the effective date specified herein and shall expire upon the issuance of the certificate of occupancy for the Project. Development Agreement, Page 4 Section 5.13 Remedies Cumulative. All rights and remedies of the City and/or the Developer under this Agreement shall be cumulative and none shall exclude any other rights or remedies allowed by law. Section 5.14 Amendments. This Agreement may not be altered, changed or amended, except by an instrument in writing, signed by both parties hereto. Section 5.15 No Arbitration. Notwithstanding anything to the contrary contained in this Agreement, the City and the Developer hereby agree that no claim or dispute between the City and the Developer 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 City is subjected to an arbitration proceeding notwithstanding this provision, the Developer consents to be joined in the arbitration proceeding if the Developer's presence is required or requested by the City for complete relief to be recorded in the arbitration proceeding. Section 5.16 Ambiguities. In the event of any ambiguity in any of the terns of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. Section 5.17 Complete Agreement. This Agreement contains the entire understanding and constitutes the entire agreement between the parties hereto concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, express or implied, between or among the parties hereto, relating to the subject matter of this Agreement, which are not fully expressed herein. Section 5.18 Assignment. The Developer may not assign all or part of its rights and obligations to a third party without prior written approval of the City through its City Manager, which approval shall not be unreasonably withheld or delayed. Section 5.19 Duplicate Originals. It is understood and agreed that this Agreement may be executed in a number of identical counterparts each of which shall be deemed an original for all purposes. Section 5.20 Headings. The headings and subheadings of the various sections and paragraphs of this Agreement are inserted merely for the purpose of convenience and do not express or imply any limitation, definition, or extension of the specific terms of the section and paragraph so designated. Section 5.21 Gender and Number. The pronouns of any gender shall include the other genders, and either the singular or the plural shall include the other. Section 5.22 Agreement Read. The Parties acknowledge that they have read, understand and intend to be bound by the terms and conditions of this Agreement. Development Agreement. Page 5 Section 5.23 Agreement not an "Allocation Agreement." The Parties agree that this Development Agreement is not an Allocation Agreement for purposes of Water Code Section 54.016(1). IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement effective as of the day of ` — , 2014 (the "Effective Date "). CITY OF BAYTOWN, TEXAS By: ATTEST: Leticia Brysch, City Clerk APPROVED AS TO FORM: By: Ignacio Ramirez, Sr., City Attorney Robert D. Lciper, City Manager JSS Acquisition, LLC THE STATE OF TEXAS COUNTY OF HARRIS This instrument was acknowledged before me on this 5 day of ' A he; -2014, by �� f,� tit 1hE, , Manager of JSS Acquisition, L C, on behalf of said Developer. c� i '- Notary u to and for the State of Texas R L. HORNER Ncttuy Public. State of Texas My commission Expires MAY 9. 2018 R Karen Fdus Contram\Apantnent Development Agreement Apartment Development Agreement 11052014 Jocx Development Agreement, Page 6 EIMfT "A" Description of Property [To follow] EXHIBIT i°B" Depiction and Description of the Class A Multifamily Complex Project [To Follow] EXHIBIT A BEING 13.43 acres of land situated in the Talk.ot Patching Survey. Abstract No. 820 in the City of Baytown, Halls County, Texas; being all of that 9.878 acre tract of load described In the deed to JSS Acquisition, LLC recorded In Harris County Clerks File No. Y995801, Official Public Records of Real Property of Harris County, Texas, together with a part of that certain 6.055 acre tract of land described in the deed to JSS Acquisition, LLC recorded in Harris County Clerks File No. Y995801, Official Public Records of Real Property of Harris County, Texas, being a part of Reserve "G" of Partial Replat of Eastpoint Subdivision Section One, a subdivision recorded In Volume 319, Page 95 Map Records of Harris County, Texas together with all of Reserve "L" of Amending Plot of Reserve "L" in Eastpoint Subdivision Section One, a subdivision recorded in Harris County Film Code No. 698279, Map Records of Harris County, Texas, said 13.43 acre tract Is described by metes and bounds as follows: BEGINNING at a 5/8 Inch "RPLS 1718" plastic capped Iron rod found for the most Southerly Southeast comer of said Reserve L" and the Southwest comer of Reserve "L -1" of said Amending Plat of Reserve "L ", said capped Iron rod also being the Southwest comer of that certain 2.500 acre tract of land described In the deed to City of Baytown recorded in Harris County Clerks File No. Y998180, Offlcial Public Records of Real Property of Harris County, Texas, said capped Iron rod is tying on the South One of said 8.055 acre tract. THENCE, South 78 degrees 04 minutes 10 seconds West along the South One of said Reserve "L" and the South line of said 8.055 acre tract, which is the North One of Reserve "O" of said Partial Replat of Eastpoint Subdivision Section One, 302.06 feet to a 618 Inch "GLR" plastic capped Iron rod found for the Southwest comer of sold Reserve "L ", the Southwest corner of said 6.056 acre tract, and for the most Northerly Northwest comer of said Reserve "O", said capped Iron rod Is lying on the East line of that certain had of land designated as Water Plant Site and depleted on said Amending Plot of Eastpoint Subdivision Section One; THENCE, North 12 degrees 33 minutes 33 seconds West along the West line of said Reserve "L", the West line of sold 6.065 acre tract and the East line of said Water Plant Site, at 165.31 feet passing a 2 Inch pipe found on line, continuing along the West line of said Reserve "L ", the West line of said 8.065 acre tract and the East line of said Water Plant Site, In all a total distance of 205.74 feet to a 518 Inch "CLR" plastic capped Iron rod found for the Northwest comer of said Reserve "V, the Northwest comer of said 6.055 acre tract and the Northeast comer of said Water Plant Site, sold capped iron rod is lying on the South One of that certain tract of land designated as Retention Reservoir and depicted on sold Amending Plot of Eastpoint Subdivision Section One, from sold capped iron rod a 2 Inch pipe bears South 56 degrees West, 0.3 feet THENCE. North 35 degrees 52 minutes 23 seconds East along the North One of said Reserve "L ", the North line of said 6.055 acre tract and the South One of said Retention Reservoir, 40.10 feet to a 518 inch CLR" plastic capped iron rod found for the Southeast comer of sold Retention Reservoir, the Southwest comer of said Reserve "G" and the Southwest corner of sold 9.878 acre trail; THENCE. North 12 degrees 33 minutes 33 seconds West along the West line of said Reserve "G", the West line of said 9.878 acre tract and the East One of said Retention Reservoir, 1,347.27 feet to a 5/8 inch CLR" plastic capped Iron rod found for the Northwest comer of said 9.878 acre tract and the most Westerly Southwest corner of that certain 44,237 acre tract of land described In the deed to Goose Creek Consolidated Independent School District recorded in Hems County Clerks File No. X400703, Official EXHIBIT A (continued) Public Records of Real Property of Harris County. Texas; THENCE, North 79 degrees 06 minutes 51 seconds East along the North One of said 9.878 acre tract and the South One of sold 44237 acre tract, 350.15 feet to a point on the top of a Storm Sewer Manhole for the Northeast comer of said 9.878 acre tract and the Southeast comer of said 44.237 acre tract, said point Is lying on the East line of said Reserve "G ", which is the West right- of-way line of Eastpoint Boulevard (60 feet wide) as depicted on said Amending Plot of Eastpoint Subdivision Section One; THENCE. South 12 degrees 33 minutes 33 seconds East along the East line of sold 9.878 acre tract, the East line of said Reserve "G" and the West right- of-way, One of Eastpoint Boulevard, 666.19 feet to a 718 Inch iron rod found at the beginning of a tangent curve to the left whose radius is 913.00 feet THENCE. In a Southerly direction along the East line of said 9.878 acre tract, the East line of said Reserve "G ", the West right-of-way One of Eastpoint Boulevard and along said curve through a central angle of 25 degrees 28 minutes 38 seconds, 405.98 feet to a 7/8 Inch iron rod found for the Southeast comer of said Reserve "G ", the Southeast comer of said 9.878 acre tract, the Northeast comer of said Reserve "L" and the Northeast comer of said 8.055 acre tract; THENCE, South 38 degrees 02 minutes 11 seconds East along an East line of said Reserve "L", on East One of said 6.055 acre tract. and the West right- of-way line of Eastpoint Boulevard, 187.25 feet to a 718 Inch iron rod found at the beginning of a tangent curve to the right whose radius Is 832.68 feet THENCE, in a Southeasterly direction along on East line of sold Reserve "L" on East One of said 8.055 acre tract, the West right- of-way line of Eastpoint Boulevard and along said curve through a central angle of 05 degrees 53 minutes 18 seconds, 86.57 feet to a 518 inch "RPLS 1718" plastic capped Iron rod found for the most Easterly Southeast comer of said Reserve "L" the Northeast comer of said 2.500 acre tract and the Northeast comer of sold Reserve "L -1"; THENCE. South 67 degrees 38 minutes 07 seconds West along a South line of said Reserve "L", the North line of said Reserve "L -1" and the North line of sold 2.500 acre tract, 286.52 feet to a 518 inch "RPLS 1718" plastic capped Iron rod found for the Northwest comer of said 2.500 acre tract, the Northwest comer of said Reserve "L -1 ", and the for a re- entrant comer of said Reserve "L "; THENCE, South 12 degrees 33 minutes 26 seconds East along the West One of said Reserve "L -1 ", the West line of said 2.500 acre tract and an East line of sold Reserve "L ", 297.04 feet to the POINT OF BEGINNING and containing 13.43 acres of land. Exhibit B improvements planned for this site is a +/- 300 unit class A apartment garden style complex. This apartment complex will be built in accordance to the City of Baytown's current guidelines and specifications. This project will consist of one, two and three bedroom units with covered and uncovered parking. There will be a pool and clubhouse for all the residents as well.