Ordinance No. 13,221ORDINANCE NO. 13,221
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 THE FIRST AMENDMENT TO THE CHAPTER
380 ECONOMIC DEVELOPMENT AGREEMENT WITH HEB GROCERY
COMPANY, LP; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN AS
AUTHORIZED IN SAID AGREEMENT; MAKING OTHER PROVISIONS RELATED
THERETO; 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 and the City Clerk to attest to the First Amendment to the Chapter 380
Economic Development Agreement with HEB Grocery Company, LP. A copy of the amendment 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 /100 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 %).
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 affirmative vote of the Cit Council of the City of
Baytown this the 23`d day of June, 2016.
TERRY SAIN, M&IwPro Tem
R:1Karerffi1es\City CouncitOrdinances\2016Vune 23', l stAmendment2Chapter380EconomicDevelopmentAgreementOrdinance4HEB .doc
PETICIA YSCH, City rk
APPROVED AS TO FORM:
0:
-n
�% < 3 7
e
•���.e°eeop°° ^�.
�'ttonmey
NACIO RAMIREZ, SR., Ci
R:1Karerffi1es\City CouncitOrdinances\2016Vune 23', l stAmendment2Chapter380EconomicDevelopmentAgreementOrdinance4HEB .doc
Exhibit "A"
FIRST AMENDMENT TO
CHAPTER 380
ECONOMIC DEVELOPMENT AGREEMENT
This FIRST AMENDMENT TO CHAPTER 380 ECONOMIC DEVELOPMENT
AGREEMENT (this "Amendment"), is made and entered into as of the Effective Date (as defined
below), by and between HEB GROCERY COMPANY, LP, a Texas limited partnership
( "DEVELOPER ") and the CITY OF BAYTOWN, TEXAS, a home rule city and municipal
corporation (the "CITY'). DEVELOPER and the CITY are sometimes referred to herein
collectively as the "Parties" and each individually as a "Parry." All capitalized terms not otherwise
defined herein shall have the meaning ascribed to such terms in the Agreement (or in the exhibits
attached thereto).
RECITALS:
WHEREAS, the Parties entered into that certain Chapter 380 Economic Development
Agreement (the "Agreement") dated effective as of May 26, 2016; and
WHEREAS, the Parties now desire to amend the Agreement as hereinafter provided; and
WHEREAS, the City has also authorized execution of that certain Development Agreement
for Santavy Road (the "Road Contract "), between DEVELOPER, CITY and a third party developer;
and
WHEREAS, the terms "Intersection Improvements," "Utility Improvements," and " Santavy
ROW" used in this Amendment shall have the meanings provided in the Road Contract;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties
hereby agree as follows:
1. Santavy Road. Notwithstanding anything in the Agreement to the contrary, the
Parties hereby expressly acknowledge and agree that the construction of (i) Santavy Road (and any
improvements pertaining thereto, including but not limited to, the Intersection Improvements) and
(ii) any water, sanitary sewer or storm sewer lines to be included within the Santavy ROW
(including, but not limited to, the Utility Improvements) shall not be a condition to DEVELOPER's
receipt of the incentives to be provided by the CITY pursuant to the Agreement. Should the
DEVELOPER fail to construct (i) Santavy Road (and any improvements pertaining thereto, including
but not limited to, the Intersection Improvements) and (ii) any water, sanitary sewer or storm sewer
lines to be included within the Santavy ROW (including, but not limited to, the Utility
Improvements) in accordance with the Agreement and the Road Contract, the City shall be relieved
from constructing those City Infrastructure Improvements pertaining to Santavy Road.
2. Maximum Payment. Until such time as the Santavy Road Condition (as defined
below) is satisfied, the Maximum Payment shall be reduced by SIX HUNDRED FIFTY
THOUSAND AND NO /100 DOLLARS ($650,000.00) so that the Maximum Payment shall be TWO
MILLION ONE HUNDRED THOUSAND AND NO /100 DOLLARS ($2,100,000.00). For
purposes hereof, the " Santavy Road Condition" shall be deemed satisfied at such time as Developer
constructs (i) Santavy Road (and any improvements pertaining thereto, including but not limited to,
the Intersection Improvements) and (ii) any water, sanitary sewer or storm sewer lines to be included
062007.01376 249114 v8
within the Santavy ROW (including, but not limited to, the Utility Improvements) in accordance with
the Agreement and the Road Contract. At such time as the Santavy Road Condition is satisfied, the
Maximum Payment shall increase to TWO MILLION SEVEN HUNDRED FIFTY THOUSAND
AND NO /100 DOLLARS ($2,750,000.00).
3. Economic Development Grant. Until such time as the Santavy Road Condition is
satisfied, the annual Economic Development Grant shall be reduced by SIXTY -FIVE THOUSAND
AND N01100 DOLLARS ($65,000.00) (such reduction referred to herein as an "ED Grant
Reduction ") so that the Economic Development Grant shall be EIGHTY -FIVE THOUSAND AND
NO /100 DOLLARS ($85,000.00) per year. At such time as the Santavy Road Condition is satisfied,
the Economic Development Grant shall increase to ONE HUNDRED FIFTY THOUSAND AND
NO /100 DOLLARS ($150,000.00) per year; and within thirty (30) days after the Santavy Road
Condition is satisfied, the CITY shall pay to DEVELOPER an additional one -time payment equal to
the amount of all ED Grant Reductions under the Agreement.
4. Other Terms. All other terms, conditions and provisions of the Agreement are
hereby ratified and confirmed and shall remain in full force and effect as of the date thereof, except
as expressly modified hereby.
5. Counterparts. This Amendment may be executed in two or more counterparts, each
of which shall be deemed to be an original, but all of which taken together shall constitute but one
and the same instrument.
6. Binding Effect. This Amendment shall be binding upon and inure to the benefit of
the Parties and their respective successors and assigns.
[SIGNATURE PAGES FOLLOW)
2 L
062007.01376 249114 v8
EXECUTED to be effective as of the last date executed by any Party below (the "g/ ective
Dute ").
CITY:
CITY OF BAYTOWN, TpXAS
RICI IARD L. DAVIS, City Manager
(Date)
ATTEST:
LETICIA BRYSCH, City Clerk
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR. City Attorney
DEVELOPER:
HEB GROCERY COMPANY, LP,
a Texas limited partnership
d 000,
'Vw �c
By: Todd A. Piland
Its: Executive Vice President
(Date)
STATE OF "TEXAS §
S
COUNTY OF BEXAR §
The foregoing instrument was acknowledged before me
2016, by Todd A. Piland, the Executive Vice President of HEB
Texas limited partnership, on behalf of said limited partnership.
[ SEAL �._.
L SALDANA
I;otoiy Put)w_ State of Toxos
rt% CommisonExpires
Mofcli 12. 2018
on this C day ofy --,�
GROCERY COMP NY, LP, a
Notary Public of Texas
062007 01376 2-19114 %R