Ordinance No. 13,755ORDINANCE NO. 13,755
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 SECOND AMENDMENT TO THE
CHAPTER 380 ECONOMIC DEVELOPMENT AGREEMENT WITH KSTX
BAYTOWN, LLC; 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 the Second Amendment to the Chapter 380
Economic Development Agreement with KSTX Baytown, LLC. A copy of the amendment is attached
hereto, marked Exhibit "A," and made a part hereof for all intents and purposes.
Section 2: This ordinance shall take effect immediately d after its passage by the
City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmativevo of the City Council of the City of
Baytown this the 26`I' day of April, 2018. / I .4
DONCARLOS,
A ST: [
TICIA BRYSCH, C' Jerk
,l�'�F'�9tS
APPROVED AS TO FORM: } 0)
v �
ACID RAMIREZ, SR., i y Attorney SLATE O
❑cobfs0111ega11KarenlF1leslCity Council Ordinances\2018Wpril 26\SecondAmendmentKmger380EconomicDevelopmentAgreementOrdinance.doc
Exhibit "A"
SECOND AMENDMENT TO THE
CITY OF BAYTOWN / KSTX BAYTOWN, LLC
CHAPTER 380
ECONONUC DEVELOPMENT AGREEMENT
STATE OF TEXAS §
COUNTY OF HARRIS §
This Second Amendment ("Second Amendment") to that certain Chapter 380 Economic
Development Agreement dated April 14, 2014, ("Agreement") by and between KSTX Baytown, LLC, a
Texas limited liability company qualified to do business in Texas, (the "Developer") and the CITY OF
BAYTOWN, TEXAS, a home rule city and municipal corporation, located in Harris and Chambers
Counties, Texas (the "City") is made and entered into on this day of April, 2018, the date of
execution by the City Manager ("Effective Date"). Developer and City are herein referred to collectively
as "Parties."
RECITALS
WHEREAS, the City and the Developer entered into the Agreement, effective as of April 10,
2014, in order to set out the terms of an economic development program to stimulate business and
commercial activity in the City; and
WHEREAS, after authorization by the City Council on July 23, 2014, the City and the Developer
entered into the First Amendment (the "First Amendment") to the Agreement, effective as of August 1,
2014, to detail the allowable signs for the development and to provide for the construction of Santavy
Road and related infrastructure; and
WHEREAS, the Parties desire to clarify and confirm the effect of certain terms of the Agreement
and the First Amendment; and
WHEREAS, the terms of the Agreement and the First Amendment shall remain in full force and
effect except as specifically altered or clarified by the terms of this Second Amendment;
NOW THEREFORE, for and in consideration of the promises and the mutual agreements set
forth herein, the Parties hereby agree to amend the Agreement and First Amendment as follows:
I.
Amendments and Clarifications
1.01 Article II "Definitions," Section 2.01 of the Agreement shall hereafter read as follows:
2.01 "Project:" A shopping center with retail shops and restaurants, anchored by an
approximately 120,000 square foot Kroger Marketplace on Garth Road, Baytown, Texas,
including all existing and future retail shops and restaurants located within the project
boundary, as reflected on the site plan attached as Exhibit "A" to this Second
Amendment and incorporated herein for all intents and purposes, which replaces the
Exhibit "A" attached to the Agreement.
Second Amendment to the Chanter 380 Economic Development Agreement, Page 1
1.02 Article II "Definitions", Section 2.09 of the Agreement is hereby amended to read as follows.
2.09 "Reimbursement Term" means the ten (10) year period beginning on January 1, 2016 and
ending on December 31, 2025. The City's reporting and reimbursement on taxable sales
shall be on a calendar year basis for each of the ten years.
H.
Miscellaneous Provisions
2.01 Recitals. The recitals set forth above are declared true and correct and are hereby incorporated as
part of this Second Amendment.
2.02 Definitions. Unless a different meaning clearly appears from the context, words and phrases as
used in this Second Amendment shall have the same meanings as in the Agreement and the First
Amendment.
2.03. Entire Agreement. The provisions of this Second Amendment, the First Amendment, and the
Agreement should be read together and construed as one agreement provided that, in the event of
any conflict or inconsistency between the provisions of this Second Amendment and the
provisions of the Agreement and/or the First Amendment, the provisions of this Second
Amendment shall control.
2.04 Interpretation. This Second Amendment has been jointly negotiated by the parties hereunder and
shall not be construed against a party hereunder because that party may have assumed primary
responsibility for the drafting of this Second Amendment
2.05 Captions. Captions contained in the Agreement, the First Amendment, and the Second
Amendment are for reference only and, therefore, have no effect in construing the documents.
The captions are not restrictive of the subject matter of any section or paragraph.
2.06 No Waiver. By this Second Amendment, 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 Second Amendment, the First Amendment, the Agreement or any other contract or
agreement or addenda, any charter, or applicable state law. Nothing contained in this Second
Amendment, the First Amendment, or in the Agreement shall be construed in any way to limit or
to waive the City's sovereign immunity.
[Signatures Follow On the Next Two Pages]
Second Amendment to the Chanter 380 Economic Development Agreement, Page 2
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment in multiple
copies, each of which shall be deemed to be an original, but all of which shall constitute but one and the
same amendment.
CITY OF BAYTOWN, TEXAS
RICHARD L. DAVIS, City Manager
(Date)
ATTEST:
LETICIA BRYSCH, City Clerk
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR., City Attorney
[The Remainder of this Page is Intentionally Blank; Signatures Continue on the Next Page]
Second Amendment to the Chanter 380 Economic Development Agreement, Page 3
KSTX BAYTOWN LLC
A Texas Limited Liability Company
(Date)
STATE OF TEXAS §
COUNTY OF HARRIS §
THOMAS LILE, MANAGER
The foregoing instrument was acknowledged before me on this _ day of April, 2018, by
THOMAS LILE, Manager of KSTX BAYTOWN, LLC, a Texas limited liability company, on
behalf of KSTX BAYTOWN, LLC.
Notary Public in and for the State of Texas
[This is the End of the Amendment, Except for Exhibit,4 which is the Last Page]
[The Remainder of this Page is Intentionally Blank]
R: Karen'Files•.Contracts\ mger380\2ndAmendment04182018RB.doc.docx
Second Amendment to the Chanter 380 Economic Development Agreement, Page 4
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EXHIBIT A
Second Amendment/Ch. 380 Agreement
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