Ordinance No. 12,882ORDINANCE NO. 12,882
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 THE KROGER CO., 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
City Manager to execute and the City Clerk to attest to a Chapter 380 Economic Development Agreement
with The Kroger Co. 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: That the City Manager is hereby granted general authority to approve a decrease
or an increase in costs by FIFTY THOUSAND AND NO /'10O DOLLARS ($50,000.00) or less, provided
that the amount authorized in Section 2 hereof may not be increased by more than twenty -five percent
(25°'x)•
Section 4: 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 affirmatives of the City Council of the City of
Baytown this the 25`x' day of June, 2015.
APPROVED AS TO FORM:
ACID RAMI"SR.,C ey
DONCARLOS, Mayor
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Exhibit "A"
CITY OF BAYTOWN / THE KROGER CO.
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 Kroger Co., an Ohio corporation qualified to do business in Texas, its
successors and assigns ( "DEVELOPER ") and the CITY OF BAYTOWN, TEXAS, a home rule
city and municipal corporation ( "CITY ").
RECITALS
WHEREAS, as part of the Project, the CITY seeks to induce DEVELOPER to cause the
creation and /or retention of at least 100 FTE jobs in connection with the operations of Kroger
Grocery Retail Store at the Project site in the corporate limits of Baytown, Texas, which jobs will
promote state and local economic development and stimulate business and commercial activity
within the corporate limits of Baytown; and
WHEREAS, as part of the Project, the CITY seeks to induce DEVELOPER to invest at
least FIFTEEN MILLION AND NO /100 DOLLARS ($15,000,000.00) by June 1, 2017, in real
property improvements, new equipment and machinery, at its site or sites within the
corporate limits of Baytown; and
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 DEVELOPER agree as follows:
I.
Authority
1.01 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.
1.02 DEVELOPER. DEVELOPER's execution and performance of this Agreement constitutes
a valid and binding obligation of DEVELOPER. The CITY acknowledges that
DEVELOPER is acting in reliance upon the CITY's performance of its obligations under
this Agreement in making its decision to invest its funds and expand employment in
Baytown.
Chanter 380 Economic Development Agreement. Page I
II. Definitions
2.01 "Project ": A new Kroger Grocery Retail Store with approximately 100,000 square on
the Property at the approximate location delineated in Exhibit "A," which is attached hereto
and incorporated herein for all intents and purposes.
2.02 "Effective Date" is , 2015.
2.03 "FTE" means full -time equivalent employee working 35 hours per week at the Kroger
Grocery Retail Store. FTE's for any week during the term of this Agreement shall be equal
to the quotient of the total numbers of hours worked during that week by all non - exempt
level employees at the Kroger Grocery Retail Store divided by 35 hours.
2.04 "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.
2.05 "HCAD" means the Harris County Appraisal District or its successor.
2.06 "Annual Sales Taxes Collected at the Project" means the actual amount of the 1% sales
and use taxes authorized by Section 321.101(a) of the Texas Tax Code and received by
the CITY for sales at the Project during a calendar year, including those monies received
after the collection period because of delinquency or protest.
2.07 "Property" means that 9.1559 acre tract more particularly described in Exhibit "B."
III. DEVELOPER
Obligations
3.01 Creation of Jobs. Between the Effective Date and one year after the date the certificate of
occupancy is issued for the Kroger Grocery Retail Store, DEVELOPER will cause the
creation and /or retention of at least 100 FTE jobs at the Kroger Grocery Retail Store, which
shall be maintained for the term of this Agreement. In the event of a voluntary or
involuntary termination or elimination of a job after one year after the date of the issuance of
the certificate of occupancy for the project that causes the number of FTE's to fall
below 100, DEVELOPER shall continue to receive the incentives set out in Article IV
below, provided the required number of FTE's is re- established within one hundred twenty
(120) days after the date of the termination or elimination that caused the FTE's to fall below
100. For purposes of this Agreement, the creation of FTE's may be completed at the Project
by outside parties other than DEVELOPER.
3.02 Creation of Taxable Value. Between the Effective Date and June 1, 2017, DEVELOPER
will cause to be constructed and obtain a certificate of occupancy for the Project,
having a taxable value of at least FIFTEEN MILLION AND NO /100 DOLLARS
($15,000,000.00) as assessed by HCAD as of January 1, 2018. The taxable value of the
Chapter 380 Economic Development Agreement Page 10
Project as assessed by H C A D must be at least EIGHT MILLION AND NO? 100
DOLLARS ($8.000,000.00) as of January 1 of each year after January 1, 2018 for the term of
this Agreement. For purposes of this section, the Project consists of taxable land and real
property improvements, located on the Property.
3.03 Certificate of Compliance and Inspection.
(a) DEVELOPER shall annually deliver to the CITY a Certificate of Compliance, at the
time that DEVELOPER delivers to the CITY the annual Property Tax Notice,
utilizing the form attached as Exhibit "C." The form is subject to revision by the
CITY in its sole discretion; provided, however, the Certificate of Compliance may
only require certification of information necessary to verify that DEVELOPER has
complied with specific terms and conditions of this Agreement.
(b) In the Certificate of Compliance, DEVELOPER shall warrant to the CI'T"Y"
whether it is in full compliance with each of its obligations under this Agreement,
including the number of FTE jobs maintained by DE'VELOPER for the preceding
year pursuant to Section 3.01 above.
(c) The CITY, and/or its representative(s). has the right to inspect only such pertinent
records of DEVELOPER as are reasonably necessary to verify compliance with all
requirements of this Agreement. Inspections shall be preceded by at least two weeks'
notice in writing to DEVELOPER. The CITY shall identify to DEVELOPER the
specific reason it is seeking information, such as to verify that DEVELOPER has
complied with its FTE obligation for a particular year, and DEVELOPER will
identify and provide specific information responsive to the CITY's request.
DEVELOPER shall make copies of the pertinent records available to the CITY at
the Project site or deliver them directly to the CITY.
3.04 Failure to Meet Obligations. In the event that DEVELOPER fails to firlfill its obligations
under the performance guidelines contained in this Article III, after receipt of notice and
expiration of the cure period described in Section 5.03 below, the CITY may, at its
option, terminate this Agreement, whereupon DEVELOPER shall be required, as the CITY's
sole and exclusive remedies, to reconvey the property conveyed pursuant to Section 4.03 to
the CITY and to reimburse the CITY within 30 days for expenditures, which are subject to
the Maximum Payment, made by the CITY pursuant to this Agreement in accordance with
the following;
Year of Non-Conipliance
2015-2018
Percentage to be Rehubtirsed
10000
2019
90 °0
2020
800o
2021
70 °o
2022
600o
2023
500o
2024
400o
2025
300o
Chapter 380 Econommc Development Agreement. Page 11
Year of Non - Compliance Percentage to be Reimbursed
1 1',
IV.
CITY Obligations
4.01 Sales Tax Grant.
(a) The CITY shall pay to the DEVELOPER a sales tax grant in the form of periodic
payments equal to Annual Sales Taxes Collected at the Project minus FIFTY
THOUSAND AND NO /100 DOLLARS ($50,000.00), pursuant to Chapter 380 of
the Texas Local Government Code (the "Sales Tax Grant "); provided that the Sales
Tax Grant shall not exceed ONE HUNDRED TWENTY THOUSAND AND NO /100
DOLLARS ($120,000.00) per year. The Sales Tax Grant is comprised exclusively of
the Annual Sales Taxes Collected at the Project commencing fourteen (14) months
after the issuance of the certificate of occupancy and expiring pursuant to section
5.01, unless terminated earlier. The Sales Tax Grant for any initial, partial
calendar year that commences fourteen (14) months after the issuance of the
certificate of occupancy shall be equal to the actual amount of 1% CITY
sales and use taxes received by the CITY for sales at the Project during such
period minus the product of FIFTY THOUSAND AND NO /100 DOLLARS
($50,000.00) multiplied by the number of months in such period divided by
twelve. The payments upon termination shall be in accordance with the
reimbursement terms set forth in section 3.04. The DEVELOPER understands and
agrees that the CITY is not certifying or otherwise encumbering any funds for the
Sales Tax Grant and does not have any monies for the same. The DEVELOPER
agrees not to make any claims against the CITY for any monies other than those
from the Annual Sales Taxes Collected at the Project.
(b) The CITY shall pay each Sales Tax Grant at least annually within sixty (60) days
after the close of the calendar year to which it relates. The CITY shall have the
right to pay the Sales Tax Grant more frequently than annually. If this Agreement is
not terminated prior to the expiration of the term of this Agreement, the final
payment to the DEVELOPER, subject to the Maximum Payment, shall be that
portion of the Annual Sales Taxes Collected at the Project paid as of the date of the
expiration of this Agreement.
(c) The CITY designates this Agreement as a revenue sharing agreement pursuant to
section 321.3022 of the Texas Tax Code. The CITY shall request from the Texas
Comptroller of Public Accounts under Section 321.3022(a -1) or (b) of the Texas Tax
Code the information necessary to determine the Annual Sales Taxes Collected at the
Project ( "Comptroller Reports "). DEVELOPER shall provide to the CITY any
release necessary to obtain Comptroller Reports. The Sales Tax Grants shall be
computed based on Annual Sales Taxes Collected at the Project as determined by
Comptroller Reports. If, as a result of change or law or otherwise during the term of
this Agreement, Comptroller Reports or similar reports are not unilaterally available
Chanter 380 Economic Development Agreement Page 12
to the City to establish Annual Sales Taxes Collected at the Project, DEVELOPER
shall provide to the City other information, such as copies of sales tax returns and
proof of payment, reasonably establishing the Sales Taxes Collected at the Project for
purposes of computing the Sales Tax Grants.
4.02 Economic Development Project Grant.
(a) The CITY will pay DEVELOPER an economic development grant in the form of
periodic payments made solely from monies received from the Baytown Municipal
Development District for the Project, in an amount not to exceed ONE HUNDRED
FIFTY THOUSAND AND NO /100 DOLLARS ($150,000.00) per year for ten (10)
years commencing fourteen (14) months after the issuance of the certificate of
occupancy, unless this Agreement is earlier terminated (the "Economic Development
Grant "). The Economic Development Grant is comprised exclusively of monies
received from the Baytown Municipal Development District for this purpose
commencing fourteen (14) months after the issuance of the certificate of
occupancy and expiring ten (10) years thereafter, unless this Agreement is earlier
terminated. The payments upon termination shall be in accordance with the
reimbursement terms set forth in section 3.04. The DEVELOPER understands and
agrees that the CITY is not certifying or otherwise encumbering any funds for the
Economic Development Project Grant and does not have any monies for the
same. The DEVELOPER agrees not to make any claims against the CITY for any
monies other than those collected from the Baytown Municipal Development District
for this purpose.
(b) The CITY shall pay each Economic Development Grant at least annually but the
CITY shall have the right to pay the Economic Development Grant more frequently
than annually. If this Agreement is not terminated prior to the expiration of the term
of this Agreement, the final payment to the DEVELOPER, subject to the Maximum
Payment, shall be that portion of the funds received from the Baytown Municipal
Development District as of the date of the expiration of this Agreement.
4.03 Property Grant. Within sixty (60) calendar days of the Effective Date, the CITY shall convey
to DEVELOPER the Property, valued for purposes of this Agreement at EIGHT
HUNDRED TWENTY -FOUR THOUSAND THREE HUNDRED SEVENTY -ONE
AND NO /100 DOLLARS ($824,000.00) (the "Property Value "), via a deed without warranty
in consideration of DEVELOPER's obligations herein and the payment of ONE HUNDRED
AND NO /100 DOLLARS ($100.00) per property. Upon conveyance of the property to
DEVELOPER, such property shall be considered to be included in the definition of
"Property" for all purposes under this Agreement.
The deed without warranty shall include the following disclaimers:
CITY EXPRESSLY DISCLAIMS ALL WARRANTIES OF
ANY NATURE, KIND OR CHARACTER
WHATSOEVER, EXPRESS OR IMPLIED, REGARDING
Chanter 380 Economic Development Agreement Page 13
THE PHYSICAL AND ENVIRONMENTAL CONDITION
OF THE PREMISES, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTIES OF HABITABILITY,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE AND DEVELOPER ACCEPTS SUCH PREMISES
IN AN "AS IS" CONDITION, WITH ALL FAULTS.
DEVELOPER, BY ITS EXECUTION OF THIS
AGREEMENT EXPRESSLY WAIVES ANY RIGHT OR
CLAIM AGAINST 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
DEVELOPER AND ALL SUBTENANTS OF AND
INVITEES ON THE PROPERTY.
The deed without warranty shall contain a right of reversion in favor of the CITY, which will
be in effect until the issuance of a certificate of occupancy for the Project by the CITY, in the
event that this Agreement be terminated for any reason, including DEVELOPER's failure to
obtain a certificate of occupancy on or before June 1, 2017.
4.04 Maximum Payment. It is expressly understood and agreed that nothing contained herein
pertaining to Sections 4.01, 4.02 and 4.03 shall require the CITY to provide grants
exceeding a total of THREE MILLION FIVE HUNDRED THOUSAND AND NO /100
DOLLARS ($3,500,000.00) ( "Maximum Payment "). The Maximum Payment will
consist not only the monies paid DEVELOPER by the CITY pursuant to Sections 4.01
and 4.02 of this article, but also the cost of the Property, including, but not limited to,
the Property Value plus amounts paid by the CITY to third parties in connection with the
CITY's acquisition of the Property including closing expenses, the environmental site
assessment together with associated regulatory research, the asbestos survey and removal,
and the demolition costs associated with the building that was located on the Property when
the CITY acquired the same. The CITY will not be in default of this Agreement if it
has expended THREE MILLION FIVE HUNDRED THOUSAND AND NO /100
DOLLARS ($3,500,000.00) but fails to fully perform its obligations specified in this article.
Chanter 380 Economic Development Agreement, Page 14
V. General Terms
5.01 Term. This Agreement shall become enforceable upon execution by the City Manager of
the CITY and shall be effective upon such date. Unless terminated earlier in accordance with
its terms, this Agreement shall expire on the date on which the cumulative amounts paid by
the CITY to DEVELOPER pursuant to Sections 4.01, 4.02 and 4.03 equal the Maximum
Payment.
5.02 Default. If either the CITY or DEVELOPER should default in the performance of any
obligations of this Agreement, the other party shall provide such defaulting party written
notice of the default, and a minimum period of ninety (90) days after the receipt of said
notice to cure such default, prior to instituting an action for breach or pursuing any other
remedy for default. If a default cannot be cured within such ninety (90) day period in the
exercise of all due diligence, then if the CITY or DEVELOPER commences an attempt to
cure within such ninety (90) day period, the CITY or DEVELOPER's period to cure the
default shall be extended as long as the CITY or DEVELOPER thereafter continue diligently
to prosecute the cure of such default.
5.03 Termination. In the event DEVELOPER elects not to proceed with the Project as
contemplated by this Agreement, DEVELOPER shall notify the CITY in writing, and this
Agreement and the obligations on the part of both parties shall be deemed terminated and of
no further force or effect. If so terminated, DEVELOPER shall be required, prior to the
termination becoming effective, (i) to reimburse the CITY for all monies paid and /or waived
by the CITY pursuant to Sections 4.01 and 4.02 and, (ii) if a certificate of occupancy for the
Project has not been issued by the CITY, to reconvey the property conveyed pursuant to
Section 4.03 to the CITY.
5.04 Mutual Assistance. CITY and DEVELOPER 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 in order to put each other in
the same economic condition contemplated by this Agreement regardless of changes in
public policy, the law or taxes or assessments attributable to DEVELOPER facilities.
5.05 Entire Agreement. This Agreement contains the entire agreement between the parties. All
prior negotiations, discussions, correspondence, and preliminary understandings between the
parties and others relating hereto are superseded by this Agreement. This Agreement may
only be amended, altered or revoked by written instrument signed by the CITY and
DEVELOPER.
5.06 Binding Effect. This Agreement shall be binding on and inure to the benefit of the parties
and their respective successors and assigns.
5.07 Assignment. Except as provided below, DEVELOPER may not assign all or part of its
rights and obligations to a third party without prior written approval of the CITY, which
approval shall not be unreasonably withheld or delayed. Notwithstanding anything to the
contrary, DEVELOPER may assign all or part of its rights and obligations without the
Chapter 380 Economic Development Agreement Page 15
prior consent of the CITY to an affiliate of DEVELOPER and to a third party lender
advancing funds for the acquisition, construction or operation of Project.
5.08 Release. By this Agreement, the CITY does not consent to litigation or suit, and the
CITY 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 in part
the CITY's sovereign immunity. DEVELOPER 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 DEVELOPER's obligations
hereunder. This release shall apply with respect to DEVELOPER's work regardless of
whether said claims, demands, and causes of action are covered in whole or in part by
insurance.
5.09 Force Majeure. Timely performance by the parties is essential to this Agreement.
However, neither party is liable for reasonable delay in performing its obligations under this
Agreement to the extent the delay is caused by a force majeure that directly impacts the
Agreement (excluding monetary obligations); provided that the affected party (i) uses
diligence to remove the effects of the force majeure as quickly as possible and (ii) provides
the other party with written notice of the force majeure and its possible effects within ten
(10) days of the occurrence of the force majeure. For purposes of this section, "force
majeure" shall mean any contingency or cause beyond the reasonable control of a party, as
applicable, including, without limitations, acts of God or the public enemy, war, riot, civil
commotion, insurrection, adverse weather, government or de facto governmental
action or inaction (unless caused by negligence or omissions of such party), fires,
explosions, floods, strikes, slowdowns or work stoppages, shortage of materials and labor.
5.10 Notice. Any notice and /or statement required or permitted to be delivered shall be
deemed delivered by actual delivery, by facsimile, with receipt of confirmation, or by
depositing the same in the United States mail, certified with return receipt requested,
postage prepaid, addressed to the appropriate party at the following addresses:
DEVELOPER:
The Kroger Co.
ATTN: Tax Dept.
7th Floor
1014 Vine Street
Cincinnati, OH 45202
Ann: President
CITY:
City of Baytown
P.O. Box 424
Baytown, TX 77522
Attn: City Manager
Chapter 380 Economic Development Agreement, Page 16
Either party may designate a different address at any time upon written notice to the other
party.
5.11 Interpretation. Each of the parties has been represented by counsel of their choosing in
the negotiation and preparation of this Agreement. Regardless of which party prepared
the initial draft of this Agreement, this Agreement shall, 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.
5.12 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.
5.13 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.
5.14 Paragraph Headings. The paragraph headings contained in this Agreement are for
convenience only and will in no way enlarge or limit the scope or meaning of the various and
several paragraphs.
5.15 No Third Party Beneficiaries. This Agreement is not intended to confer any rights,
privileges or causes of action upon any third party.
5.16 No Joint Venture. It is acknowledged and agreed by the parties that the terms of this
Agreement are not intended to and shall not be deemed to create any partnership or joint
venture among the parties. The CITY, its past and future officers, elected officials, employees
and agents do not assume any responsibilities or liabilities to any third party in connection with
DEVELOPER facilities or the design, construction or operation of any portion of the facilities.
5.17 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 to the extent
required by the Texas Public Information Act, Chapter 552, and Texas Government Code. If
the CITY receives a Texas Public Information Act request from a third party requesting
information that DEVELOPER has submitted to the CITY in connection with this Agreement
or the Annual Sales Taxes Collected at the Project, the CITY shall provide a copy of such
request to DEVELOPER. If DEVELOPER deems necessary to object to the release of such
information in accordance with the provisions of the Texas Public Information Act, it shall
timely submit its arguments to the Texas Attorney General as to why the information should
not be released. The City shall abide by the decision of the Texas Attorney General if one is
obtained or shall release the information pursuant to the request if no opinion from the Texas
Attorney General is timely requested by DEVELOPER.
Chanter 380 Economic Development Agreement Page 17
5.18 Exhibits. The following Exhibits "A," "B," and "C" are attached and incorporated by
reference for all purposes.
5.19 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.
5.20 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.
5.21 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.
The remainder of this page has been intentionally left blank.
Chapter 380 Economic Develooment Agreement Page 18
EXFCUTED by the authorized representatives of the parties on the dates indicated
below
ATTEST:
LE I•ICIA BRYSC14
City Clerk
APPROVED AS TO FORM:
IGNACIO RAMLRF /, SR.
City Attorney
STATE OF N'� 0 §
COUNTY OFJ�Ov\, §
CITY OF BAYTOWN, TEXAS,
RON BOTTOMS
Acting City Manager
(Date)
'17Th KROCrhR CO. f
By 1� k "e
JOSEPH W. BRAllLhY
Vice President of Tax and s 'stant
Treasurer
(Date)
The foregoing instrument was acknowledged before me on this � day of -�11� ,
2015, by Sd UO\f-�t as V , -f
ol'THE KROGE.R CO., an Ohio Coppordtion, on behalf of said corporation, g tC
CAROL A. HALER
NOTARY PUBLIC
FOR THE La��
STfTF OHIi Notary Public
i( jttQPrGt ^l �it�c�,� } 12015 Kroger Ocan.dou
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Exhibit "A"
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Exhibit "B"
Legal Description
A 9.1559 acre tract, more or less, said tract being a 10.0739 acre tract, described below, SAVE AND
EXCEPT 0.9180 acres contained in ADVANCE AUTO PARTS NORTH ALEXANDER, a subdivision
in Harris County, Texas, according to the map or plat thereof, recorded at Film Code No. 616253 of
the Map Records of Harris County, Texas, said property being described as follows, to -wit:
Being a tract or parcel of land situated in the Whitney Britton Survey, Abstract No. 118, in Harris
County, Texas, and being all of that certain parcel called 10.0739 acres described in a deed of record
in Harris County Clerk's File No. M467358, said tract being more particularly described by metes and
bounds as follows (with all bearings referenced to southeast line of State Highway No. 146 as
described in M467358):
BEGINNING at a P -K nail set in a concrete paving joint, for the most westerly northern corner of the
herein described tract, being in the southeast line of State Highway No. 146 (120 feet wide - called
Alexander Street), being also the west corner of that certain tract conveyed to Edward Cammack,
described in Harris County Clerks File No. R971491;
THENCE South 53 012'00" East along the southwest line of said Cammack tract, a distance of 222.33
feet (called 222.30' in M467358) to a 60d nail set in a concrete joint for the southerly corner of said
Cammack tract and an interior corner of the herein described tract;
THENCE North 36 048'00" East, along the southeast line of said Cammack tract, a distance of 120.00
feet to a 5/8 -inch iron rod found for the most easterly northern corner of the herein described tract,
being the easterly corner of said Cammack tract, and being in the southwesterly line of that certain
50 -wide tract conveyed to Calvin Evans, recorded in Harris County Clerk's File No. R044924;
THENCE South 53 012'00" East along the southwest line of said Evans tract, a distance of 377.67
feet to a Y2 -inch iron rod set for a point of curvature in the Evans tract (called an angle point in
M467358);
THENCE in a southerly direction, a distance of 116.25 feet along the westerly line of said Evans
tract, following the arc of a curve to the right, having a radius of 308.85 feet and a central angle of
21034'00" (Chord = S42 025'00 "E, 115.57') to a'h -inch iron rod set for the easterly corner, same being
a southerly corner of said Evans tract, in the northerly line of that certain tract conveyed to Eastside
Baptist Church of Baytown in Volume 4438, Page 127, of the Deed Records of Harris County, Texas;
THENCE South 580*22'00" West along the north line of said Church tract, a distance of 314.81 feet
(called 312.89') to a punch mark made in concrete for an interior corner, being a northwest corner of
said Church tract, and being in the original east line of that certain tract conveyed to C. White,
recorded in Volume 2068, Page 220, of the Deed Records of Harris County, Texas;
THENCE in a southerly direction, a distance of 122.71 feet (called 124.75') along the original
southeast line of said White tract and the northwesterly line of said Church tract, following the arc of
a curve to the right, having a radius of 321.98 feet and a central angle of 21 050'11" (Chord =
S21 014'57 "E, 121.97') to a punch mark made in concrete for a point of tangency;
THENCE South 10 019'51" East (called S10 004'00 "E) along the line common to said White tract and
said Church tract, a distance of 171.11 feet to a P -K nail set in concrete for a point of curvature,
being also a northerly corner of that certain tract conveyed to Roy J. Walker in Volume 3086, Page
540, of the Deed Records of Harris County;
THENCE in a southwesterly direction, a distance of 96.85 feet along the line common to said White
tract and said Walker tract, following the arc of a curve to the right, having a radius of 48.67 feet and
a central angle of 114 001'00" (Chord = S46 040'39 "W, 81.64') to a P -K nail set in concrete for a point
of tangency;
THENCE North 76 018'51" West (called N76 003'00 "W) along the southwest line of said White tract,
common to said Walker tract, a second Walker tract described in Harris County Clerk's File No.
F213177, and a portion of a tract conveyed to D. T. Savell in Harris County Clerk's File No. E186125,
a distance of 240.62 feet (called 238.82') to a P -K nail set in asphalt for a point of curvature;
THENCE in a westerly direction, a distance of 27.53 feet along the be common to said White tract
and said Savell tract, following the arc of a curve to the right, having a radius of 58.70 and a central
angle of 26 052'00" (Chord = N62 °52'51 "W, 27.27') to a 3/4 -inch iron pipe found for a point of
tangency, being also the northerly corner of said Savell tract and the easterly corner of that certain
tract conveyed to Baytown Equity Investors, Ltd. in a deed of record in Harris County Clerk's File No.
D423707;
THENCE North 49 °26'51" 1" West (called N4901 1'00"W) along the line common to said White tract
and said Baytown Equity Investors, Ltd. tract, a distance of 177.40 feet (called 176.15') to a 5/8 -inch
iron rod found for an angle point;
THENCE North 52 042'09" West (called N53 012'00 "W) along the line common to said White tract and
said Baytown Equity Investors, Ltd. tract, a distance of 384.55 feet (called 380.92') to a 1/2 -inch iron
rod set for the westerly corner, in the southeast right -of -way line of said State Highway No. 146;
THENCE in a northeasterly direction, a distance of 183.35 feet along the northwest line of said White
tract and the southeast fine of said State Highway No. 146, following the arc of a curve to the right,
having a radius of 5670.00 feet and a central angle of 01051'10" (Chord = N35 052'25 "E, 183.34') to a
1/2 -inch iron rod set for a point of tangency;
THENCE North 36 048'00" East along the southeast line of said State Highway No. 146 and the
northwest line of said White tract and the call 10.0739 acre tract, a distance of 356.56 feet to the
POINT OF BEGINNNG;
SAVE AND EXCEPT all of ADVANCE AUTO PARTS NORTH ALEXANDER, a subdivision in Harris
County, Texas, according to the map or plat thereof, recorded at Film Code No. 616253 of the Map
Records of Harris County, Texas.
Exhibit "C"
Economic Development Agreement Reporting Form
City of Baytown
REPORTING YEAR 20_
1.0 Employment
1.1 Lowest number of FTE's at facility for any
week during reporting year: Total
2.0 Investment
2.1 Agreement requires a taxable value of
the Project.
Investment for first year $
3.0 Value.
Total investment for first year of the agreement: $
HCAD assessed Project value as of January 1 of reporting year: $
by
I, the authorized representative, hereby certify that the above
information is correct and accurate pursuant to the terms of the Agreement.
DEVELOPER
(Signature)
(Printed Name)
(Title)
Exhibit "C." Page Solo
for