Ordinance No. 12,870ORDINANCE NO. 12,870
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING AND DIRECTING THE ACTING CITY MANAGER TO EXECUTE
AND THE CITY CLERK TO ATTEST TO A CHAPTER 380 ECONOMIC
DEVELOPMENT AGREEMENT WITH HAZELWOOD ENTERPRISES,
INCORPORATED; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN 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
Acting City Manager to execute and the City Clerk to attest to a Chapter 380 Economic Development
Agreement with Hazelwood Enterprises, Incorporated. A copy of the agreement is attached hereto,
marked Exhibit "A," and made a part hereof for all intents and purposes.
Section 2: That the City Council of the City of Baytown authorizes payment in accordance
with the agreement authorized in Section 1 hereinabove.
Section 3: This ordinance shall take effect immediately from and after its passage by the
City Council of the City of Baytown. /j
INTRODUCED, READ and PASSED by the affirmative vo�t )f the City Council of the City of
Baytown this the 14`h day of May, 2015. ,,YY
ATTEST:
JMS �
i tX ^+'
ETICIA BRYSCH, Ct Clerk
APPROVED AS TO FORM:
ti
ACIO RAMIREZ, SR., Cit !tomey
-r9
Mayor
cobfs0lilegal` KarenlFiles, CityCouncil ',Ordinances�2015V�tay 14`. HazelwoodEnterprises380EconomicDevelopmentAgreementOrdinance .doc
Exhibit "A"
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 the CITY OF BAYTOWN, a municipal corporation located in Harris and
Chambers Counties, Texas, hereinafter known as the "City," and HAZELWOOD
ENTERPRISES, INCORPORATED, a Texas corporation, hereinafter known as the "HEI."
RECITALS
WHEREAS, the City seeks to develop certain property owned by HEI as part of a
municipal golf course (the "Project "); and
WHEREAS, the Project is expected to cause the promotion of state and local economic
development and stimulate business and commercial activity within the corporate limits of
Baytown; and
WHEREAS, in accordance with Article III, Section 52 -a of the Texas Constitution and
Chapter 380 of the Texas Local Gov't Code, the 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, the City hereby
establishes such a program to provide incentives to HEI 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 HEI selling the
property more particularly described in Article III hereof, the City has agreed to offer a monetary
incentive for the sale of the same; and
WHEREAS, HEI has agreed, in exchange and as consideration of the incentive provided
by the City to satisfy and comply with certain terms and conditions, including the sale of the
property and the closing of the same in accordance with the Earnest Money Contract (defined
hereinbelow); and
WHEREAS, the City and HEI agree that the provisions of this Agreement substantially
advance a legitimate interest of the City by expanding the property tax base as well as the sales
and use tax base of the City, 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,
the City and HEI 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. The City finds that the benefits provided by HEI and described herein
promote economic development in the City of Baytown and stimulate business and
commercial activity in Baytown.
II.
Authority
2.01 Cam. This Agreement and the City's obligations herein are expressly contingent upon the
City Council's approval of the terms and conditions of this Agreement. Once approved
by the City Council, this Agreement, which is authorized by Chapter 380 of the Texas
Local Government Code, constitutes a valid and binding obligation of the City.
2.02 HEI. HEI's execution and performance of this Agreement constitutes a valid and binding
obligation of HEI. The City acknowledges that HEI 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 City to develop the Project and to
promote economic development in Baytown.
III.
Definitions
3.01 "Effective Date" is the date upon which the City Manager executes this Agreement.
3.02 "HCAD" means the Harris County Appraisal District or its successor.
3.03 "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.
3.04 "Project" means the development of a municipal golf course and related amenities.
3.05 "Property" means the land and improvements on the property depicted in Exhibit "A"
and being approximately 25.12 acres off of Evergreen Road, known as Tract 4I, Abstract
65 of the William Scott Survey, Harris County, Texas.
Chanter 380 Economic peveloomcnt Aeroement Page 2
IV.
HEI Obligations
4.01 Sale of Property.
Between the Effective Date and December 31" or seven days after objections to title,
inspection report, environmental assessment and/or survey have been cured, HEI 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.
4.02 Failure to Meet Obligations. In the event that HEI 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.
V.
City Obligations
5.01 Economic Development Grant. The City shall pay to HEI 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 ELEVEN THOUSAND AND NOf 100
DOLLARS ($11,000.00) per acre. Specifically, the grant shall be as follows and shall be
paid by the City at closing:
HCAD Appraised Value per Acre: $ 1,960.19
Economic Development Grant per Acre: 9,039.81
Sales Price per Acre:
Vl.
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 terns, this Agreement shall terminate once HEI has conveyed good
title to the Property to the City.
6.02 Termination. If either the City or HEI 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.
Chanter 380 Economic Ocnionment Aen:ement. Page 3
6.03 Mutual Assistance. The City and HEI 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
HEI.
6.05 Binding Effect. 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, HEI 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. HEI 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 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 HEI's obligations hereunder. This release shall
apply with respect to HEI'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:
HEI:
HAZELWOOD ENTERPRISES, INCORPORATED
Attn: President
4004 Highway 146
Baytown, TX 77520
CITY:
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown, TX 77522 -0424
Either party may designate a different address at any time upon written notice to the other
ply.
Chapter 380 Economic Devcloomcnt Amement. Page 4
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 Hams County,
Texas.
6.11 Severabilitv. 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.
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.
Chanter 380 Economic Develooment Aa ement page 5
IN WTINESS 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 , 2015, the date of execution by the Seller.
ATTEST:
LETICIA BRYSCH, City Clerk
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR., City Attorney
BUYER: CITY OF BAYTOWN, TEXAS
RON BOTTOMS, Acting City Manager
SELLER: HAZELWOOD ENTERPRISES,
INCORPORATED
TIM HAZELWOOD, President
R: Karen Files. Contracts Hazelwood Enterprises Earnest Money Contract EamestMoneyContracto4212015.doc
Earnest Money Contract; ' Page 9
Exhibit "A"
EARNEST MONEY CONTRACT
STATE OF TEXAS
COUNTY OF HARRIS
This Earnest Money Contract (thus "Agreement ") is made and entered into thisy of
2015, by and between the CITY OF BAYTOWN, a municipal corporation located in
Ham and Chambers Counties, Texas, hereinafter known as the "Buyer," and HAZELWOOD
ENTERPRISES, INCORPORATED, a Texas corporation, hereinafter known as the "Seller."
I.
IN GENERAL
Subject to Article 11 hereof, the Seller agrees to sell and convey to Buyer and Buyer agrees to buy
from Seller the property described below.
IL
CONTINGENCY
This Agreement and the Buyer's obligations herein are expressly contingent upon the following:
1. the City Council's approval of this Agreement and the Chapter 380 Agreement with the
Seller for the golf course development project, which is attached hereto as Exhibit "E"
and incorporated herein for all intents and purposes;
2. an environmental site assessment satisfactory to the Buyer;
3. the City of Baytown's voters approving the issuance of general obligations bonds for the
purchase and upgrade of the Evergreen Point Golf Course and related properties at the
election to be held on November 3, 2015 (the "Election Date ");
4. the City of Baytown's inability to purchase upon terms acceptable to the City the
property on which Evergreen Point Golf Course is located as more particularly described
in Exhibit "D," which is attached hereto and incorporated herein for all intents and
purposes; and
5. the City of Baytown's acquisition of the properties more particularly described in
Exhibits "B" and "C" which are attached hereto and incorporated herein for all intents
and purposes.
III.
PROPERTY
The property subject to this Agreement is that property in Exhibit "A," which is attached hereto
and incorporated herein for all intents and purposes, and hereinafter referred to as the "Property."
Earnest Money Contract." Page 1
IV.
SALES PRICE
The sales price of the above - referenced property shall be ELEVEN THOUSAND AND NO. /100
DOLLARS ($11,000.00) per acre, 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 Chicago Title Company, as Escrow Agent, upon execution of this Agreement by both parties.
Vl.
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 Chicago Title Company, located at 407 W. Baker Road, Suite T, 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 applicable to the Property;
(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 Effective Date, 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, which survey is at Buyer's expense,
Buyer may object in writing to any matter which constitutes a defect or encumbrance to title shown on a
survey plat obtained by Buyer. The survey shall be made by a Registered Professional Land Surveyor
Earnest Money Contract." Page 2
acceptable to the Title Company and the Buyer. The plat shall (a) identify the Property by metes and
bounds or platted lot description; (b) show that the survey was made and staked on the ground with the
comers permanently marked; (c) set forth the dimensions and total area of the Property; (d) show the
location of all improvements, highways, streets, roads, railroads, rivers, creeks or other waterways,
fences, easements and rights -of -way on the Property with all easements and rights -of -way referenced to
their recording information; (e) show any discrepancies or conflicts in boundaries, any visible
encroachments, and any portion of the Property lying within the one hundred (100) year flood plain as
shown on the current Federal Emergency Management Agency map; and (f) contain the surveyor's
certificate that the survey as shown by the plat is true and correct.
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 may,
at its option, 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.
VII.
CLOSING
The closing of the sale shall be on or before the 181h day of November, 2015, or within seven (7)
days after (i) objections to title, inspection report, environmental assessment and/or survey have been
cured; (ii) the satisfaction of the contingencies expressed in Article II; and (iii) the closing and receipt of
funds for the general obligation bond debt issuance for the financing of the Evergreen Point Golf Course
and related properties, whichever date is later, such date hereinafter referred to as "Closing Date." Unless
earlier terminated for failure to meet the contingencies or the above - referenced conditions, the parties
agree that the Closing Date shall not extend beyond December 31, 2015. 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, Title Company shall furnish tax statements or
certificates showing no delinquent taxes are due and owing on the Property, and Seller shall tender a
Special 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.
VIIl.
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:
Earnest Money Contract." Page 3
A. Buyer shall be responsible for the expenses associated with the environmental
assessments; preparation of deed; escrow fee; and other expenses related to this
Agreement, except as provided in Section B of this article.
B. Seller shall be solely 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, of the year of the Closing Date;
prorations as specified in Article X hereof, tax statements or certificates; any additional
taxes as contemplated in Article XI; and any escrow expenses contemplated in Article
Xv.
X.
PROBATIONS
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.
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, as its sole
and exclusive remedy (a) enforce specific performance 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,
as its sole and exclusive remedy (a) enforce specific performance, or (b) terminate this Agreement,
receive the Earnest Money, 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
Earnest Money Contract." Page 4
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 escrow 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. Additionally, Seller and Buyer represent and warrant to the
other that it has not dealt with any party which would give rise to a real estate commission or similar fee.
If any representation by the Seller 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 for a period of six months.
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 Acting City Manager of such sale or assignment, nor
shall Seller assign any monies due or to become due to it prior to disbursement of funds on the Closing
Date. 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
HAZELWOOD ENTERPRISES, INCORPORATED
Attn: President
4004 Highway 146
Baytown, TX 77520
BUYER
City of Baytown
Attn: Acting City Manager
P.O. Box 424
Baytown, TX 77522
Earnest Money Contract." Page 5
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 Intemal 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.
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, Hams 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.
Earnest Money Contract:' Page 6
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.
NMII.
ACCEPTANCE OF PROPERTY
SELLER HEREBY DISCLOSES TO BUYER AND BUYER ACKNOWLEDGES THAT
THERE MAY BE ENVIRONMENTAL CONTAMINATION OF THE PROPERTY.
BUYER REPRESENTS THAT IT IS A KNOWLEDGEABLE BUYER OF REAL PROPERTY
AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF ITS
CONSULTANTS IN ENTERING INTO THIS CONTRACT AND PURCHASING THE PROPERTY.
PURCHASER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE
PROPERTY, INCLUDING THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS
BUYER DEEMS NECESSARY. BUYER FURTHER AGREES, EXCEPT AS EXPRESSLY SET
FORTH BELOW, THAT BUYER IS ACQUIRING THE PROPERTY ON AN "AS IS, WHERE IS
AND WITH ALL FAULTS BASIS" WITHOUT REPRESENTATIONS, WARRANTIES OR
COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WITH RESPECT TO THE
QUALITY, PHYSICAL CONDITION OR VALUE OF THE PROPERTY, THE PRESENCE OR
ABSENCE OF HAZARDOUS SUBSTANCES IN, ON OR UNDER THE PROPERTY, THE
COMPLIANCE OF THE PROPERTY WITH APPLICABLE LAW, OR THE INCOME TO BE
DERIVED FROM, OR EXPENSES ASSOCIATED WITH, THE PROPERTY. NOTWITHSTANDING
THE FORGOING, IT IS EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT
NOTHING CONTAINED HEREIN SHALL BE DEEMED TO RELIEVE OR RELEASE SELLER OF
ANY LIABILITY IT MAY HAVE TO BUYER OR ANY OTHER PERSON UNDER ANY
ENVIRONMENTAL LAW, INCLUDING BUT NOT LIMITED TO THE UNITED STATES
FEDERAL WATER POLLUTION CONTROL ACT, THE UNITED STATES RESOURCE
CONSERVATION & RECOVERY ACT, THE UNITED STATES CLEAN WATER ACT, THE
UNITED STATES SAFE DRINKING WATER ACT, THE UNITED STATES ATOMIC ENERGY
ACT, THE UNITED STATES OCCUPATIONAL SAFETY AND HEALTH ACT, THE UNITED
STATES TOXIC SUBSTANCES CONTROL ACT, THE UNITED STATES CLEAN AIR ACT, THE
UNITED STATES COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND
LIABILITY ACT, THE UNITED STATES HAZARDOUS MATERIALS TRANSPORTATION ACT,
ALL ASSOCIATED AMENDMENTS AND SUBSEQUENT RELATED LEGISLATION THE
PARTIES ACKNOWLEDGE AND AGREE THAT THIS PROVISION WAS FREELY NEGOTIATED
BETWEEN THE PARTIES AND PLAYED AN IMPORTANT PART IN THE BARGAINING
PROCESS FOR THIS AGREEMENT. This Section shall survive Closing and shall not be merged into
the Deed.
Earnest Money Contract." Page 7
XXIV.
NOTICE REGARDING POSSIBLE LIABILITY FOR ADDITIONAL TAXES
If, for the current ad valorem tax year, the taxable value of the Property is determined by a special
appraisal method that allows for appraisal of the Property at less than market value, the person to whom
the Property is transferred may not be allowed to qualify the Property for that special appraisal in a
subsequent tax year and the Property may then be appraised at its full market value. In addition, the
transfer of the Property or a subsequent change in the use of the Property may result in the imposition of
an additional tax plus interest as a penalty for the transfer or the change in the use of the Property. The
taxable value of the Property and the applicable method of appraisal for the current tax year is public
information and may be obtained from the tax appraisal district established for the county in which the
Property is located.
XXV.
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.
XXVI.
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.
XXVII.
EXPIRATION
This Contract shall expire if not signed by the Seller on or before the 23'a day of April, 2015.
Earnest Money Contract,' Page 8
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies,
each of which sh ldeemed to h are ginal, but all of which shall constitute but one and the same
Agreement on the day of , 2015, the date of execution by the Seller.
ATT 'ST:
LETICIA BRYSCH, ' Clerk
APPROVED AS TO FORM:
4ACIO RAMIREZ, SR., Cit torney
B ER: TY 0 YTOWN, TEXAS
RON BOTTOMS, Acting City Manager
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SELLER: HAZELWOOD ENTERPRISES,
INCORPORATED
TIM114AZELWOOlf, President
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Earnest Money Contract. 'Page 9
Exhibit "A"
12-36 -2253
EXHIBIT A'
Be ft a 26.12 acre tract or parcel of laid situated In the WILLIAM SCOTT LOWER LEAGUE.
Abstract No, ale. Hants County, Tatty, batrtg out of and a part of drat certain tract of lend
ca dad 1511 saxes conveyed to Ashbd Smith Land Company by B. W. Armstrong, at al. In
dead dated November 20. 1825, recorded In VoWrns 996 at Pope 379 of dw Dead Records of
Harris County, Texas, said 26.12 meta beet or parcel of land heroin desalbad being more
desadbad by metes and bounds w follow. toavit;
NOTE: ALL BEARINGS ARE LAMBERT GRID BEARING8 AND ALL COORDINATES ROPER
TO THE STATE PLANE COORDINATE SYSTEM. SOUTH CENTRAL ZONE, AS DEFINED BY
ARTICLE MA OF THE RRMSE13 CIVIL STATUTES OF THE STATE OF TEXAS, tti27
DATUM, ALL DISTANCES ARE ACTUAL GROUND DISTANCES.
COMMENCING at a 1/P Iron rod recovered In the Wastsrly most do" -way Tina of TO Cry
Beach Road ad its Intamcdon with the Nor7w es" most dW".way pace of Evergreen
Road, sold Iron rod bake the Eartedr moat caner of It tract df land celled 192.9766 eves
convoyed out of the said 1641 am Ashbal Smith Land Comp" bed to Herahwod
Enterprises, Inc. by dead dated June 30, 1996, recorded under Harris County CIwWs File No
R462484 of the Real P opmty Records of Hereto County, Taxes, and 1w a State plea
Coordinate Value of Ye704,769.64 and X-3.284,462.24.
THENCE South 48 deg. 16 min. 66 see. West afonli the Soutnesterly mod Me of the said
192.9766 we HateAvood Enterprises, Imo. bed (Called Sarin 4e deg. 04 min. 31 sec. WasO
and akmV the NwftW tady most rifithtiM coq Ilene of Evergreen Road as evident and
garbs" mcoWdsed, a distance of 4.469.07 feat to a 1R' Iron rod recovered for fin Southerly
most comer of the said 1929766 sae HaaeMood Enterprises. Ina beet and the 8orrihass"
most comer of to hsrsin described bed and POINT OF BEGINNING;
THENCE North 41 dog. 46 min. 16 am West with the Soutnvestarly most On of the Wet
192.9766 tare Hu@Mvod Entatpdm, Inc. tract wid the Easterly moat On of the herein
desalted track a distance of 373.00 feet (rimed 387.84 feel) to a 616' Iron red recovered for a
point of intemedton In the Westerly mat Has of the cold Hadwood Enterprise, lets trod and
s comer of eta Iteretrt desaibW tract
THENCE Nord 26 deg. 22 mkt, 60 sac. East eontini ktg with cite Weateriy most lira of eta said
Ha ultvood Enterprises, Ira. tract, a dlatart r M 3011.83 feat to a 1/1' bon rod sei for tin
Natheaatooy most comer of the herein deamibed bast;
THENCE North 70 dog. 40 min. 00 aao. Wet, over and across a portion of the residue of the
said Ashbd Smith Land Camp" tract Celled 1641eaes and wdh the Northerly most Oro of
the herein described track a dNWCe of 1.006.81 Met to a 1W Iron rod eat for Oro
Nottimstady most =Mr of the herein desalted tmd,
THENCE So M 19 deg. 20 min. 00 sea WaA cm*tuino aver and aaosa a porbn of the
said residue of the A~ Smith Wet Company beet called 1641 apes and with the Wet"
most line of the tm min described tract a distance of 1A08.68 feel to a 1R' bon rod gat for eta
Won" moat comer of the herein deseeeed bm*
DWiBIT A'
Pogo 1 of 2 Pages
512 -36 -3254
Pape 2 of 2 Pages
DESCRIPTION OF 2612 ACRE TRACT CONTINUED,
THENCE South 70 deg 40 min 00 sec Ent. oontlnabtg over and acrou a portion of the said
rosldue of tte Ashbel Bmhh Lend Company tma aged 1641 was and with the Southerly
mod One of the hendn desedbed treat, a distance of 018.38 Mat to a 1/Y (Mn red eat for e
polnt of bltanecM In the 8outhady most line of the hareln desa bed tract
THENCE South 82 deg. 38 m1n. 38 sea• East, contimdhhp over and across a portion of the said
residue of the Ashbel Smith Lard Company trod called 1641 was and with the Soutfpdy
moat One of the horsin desu bed tract, a distance of 202.88 feat to a 112' Iran rod set In the
ohdethhp Nmdvmstwfy most right-of-way roe of 6vargr een Road for the Southeasterly most
comer of the heroin described be d.
THENCE North 48 deg. 16 min. 88 sea East MN the Northwesterly most dghW4my lira of
Ever mm Road and wllh the Swithesetarly mod One of the herein descibad sad, a distance
of 660.00 feet loft POINT OF BEGNNING, contahhbhg 1.084.013.78 square teal or 2612
aeros of land.
12.2.86
DANIEL J. BAGGETT
REGISTERED PROFP.SSIONAL LAND SURVEYOR
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Pape 2 of 2 Papa
Exhibit "B"
Exhibit "C"
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Exhibit "D"
Exhibit "E"
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 the CITY OF BAYTOWN, a municipal corporation located in Hams and
Chambers Counties, Texas, hereinafter known as the "City," and HAZELWOOD
ENTERPRISES, INCORPORATED, a Texas corporation, hereinafter known as the "HEI."
RECITALS
WHEREAS, the City seeks to develop certain property owned by HEI as part of a
municipal golf course (the "Project "); and
WHEREAS, the Project is expected to cause the promotion of state and local economic
development and stimulate business and commercial activity within the corporate limits of
Baytown; and
WHEREAS, in accordance with Article III, Section 52 -a of the Texas Constitution and
Chapter 380 of the Texas Local Gov't Code, the 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, the City hereby
establishes such a program to provide incentives to HEI 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 HEI selling the
property more particularly described in Article III hereof, the City has agreed to offer a monetary
incentive for the sale of the same; and
WHEREAS, HEI has agreed, in exchange and as consideration of the incentive provided
by the City to satisfy and comply with certain terms and conditions, including the sale of the
property and the closing of the same in accordance with the Earnest Money Contract (defined
hereinbelow); and
WHEREAS, the City and HEI agree that the provisions of this Agreement substantially
advance a legitimate interest of the City by expanding the property tax base as well as the sales
and use tax base of the City, 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,
the City and HEI 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. The City finds that the benefits provided by HEI and described herein
promote economic development in the City of Baytown and stimulate business and
commercial activity in Baytown.
II.
Authority
2.01 Cam. This Agreement and the City's obligations herein are expressly contingent upon the
City Council's approval of the terms and conditions of this Agreement. Once approved
by the City Council, this Agreement, which is authorized by Chapter 380 of the Texas
Local Government Code, constitutes a valid and binding obligation of the City.
2.02 HEI. HEI's execution and performance of this Agreement constitutes a valid and binding
obligation of HEI. The City acknowledges that HEI 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 City to develop the Project and to
promote economic development in Baytown.
III.
Definitions
3.01 "Effective Date" is the date upon which the City Manager executes this Agreement.
3.02 "HCAD" means the Harris County Appraisal District or its successor.
3.03 "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.
3.04 "Project" means the development of a municipal golf course and related amenities.
3.05 "Property" means the land and improvements on the property depicted in Exhibit "A"
and being approximately 25.12 acres off of Evergreen Road, known as Tract 4I, Abstract
65 of the William Scott Survey, Harris County, Texas.
IV.
HEI Obligations
4.01 Sale of Property.
Between the Effective Date and December 3151 or seven days after objections to title,
inspection report, environmental assessment and/or survey have been cured, HEI 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.
4.02 Failure to Meet Obligations. In the event that HEI 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.
V.
City Obligations
5.01 Economic Development Grant. The City shall pay to HEI 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 ELEVEN THOUSAND AND NOf 100
DOLLARS ($11,000.00) per acre. Specifically, the grant shall be as follows and shall be
paid by the City at closing:
HCAD Appraised Value per Acre: $ 1,960.19
Economic Development Grant per Acre: 9,039.81
Sales Price per Acre: $1 1,000,0D
VI.
General Terms
6.01 Tenn. 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 HEI has conveyed good
title to the Property to the City.
6.02 Termination. If either the City or HEI 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.
Chapter 380 Economic Development Agreement. Page 3
6.03 Mutual Assistance. The City and HEI 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
HEI.
6.05 Binding Effect. 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, HEI 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. HEI 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 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 HEI's obligations hereunder. This release shall
apply with respect to HEI'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:
HEI:
HAZELWOOD ENTERPRISES, INCORPORATED
Attn: President
4004 Highway 146
Baytown, TX 77520
CITY:
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown, TX 77522 -0424
Either party may designate a different address at any time upon written notice to the other
Ply
Chanter 380 Economic Development Aereement Page 4
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 Hands County,
Texas.
6.11 Severabilitv. 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 Headier. 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.
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.
Chanter 380 Economic Dcvelonm— Aarerm -i Page 5
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 , 2015, the date of execution by the Seller.
ATTEST:
LETICIA BRYSCH, City Clerk
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR., City Attorney
BUYER: CITY OF BAYTOWN, TEXAS
RON BOTTOMS, Acting City Manager
SELLER: IiAZELWOOD ENTERPRISES,
INCORPORATED
TIM HAZELWOOD, President
R: Karen Files Contracts' Hazelwood Enterprises Earnest Money Contract EarnestMoneyContract04212015.doc
Earnest Money Contract," Page 9