Ordinance No. 14,095ORDINANCE NO. 14,095
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE THE
FOURTH AMENDMENT TO THE CHAPTER 380 ECONOMIC DEVELOPMENT
AGREEMENT AND LEASE WITH GOOSE CREEK IH 1, 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, Texas, hereby authorizes and
directs the City Manager to execute the Fourth Amendment to the Chapter 380 Economic Development
Agreement and Lease with Goose Creek IH 1, 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 from and after its passage by the
City Council of the City of Baytown.
INTRODUCED, READ, and PASSED by the affirmative vote of the City Council of the City of
Baytown, this the 13`h day of June, 2019.
LETICIA BRYSCH, City
APPROVED AS TO FORM:
Vl(aren'.Filmcity Council %.Ordinances\2019\Ju13\4thAmendment4GCIHIDevelopmentAgreement.doc
Exhibit "A"
FOURTH AMENDMENT
TO THE
CITY OF BAYTOWN / GOOSE CREEK IH 1, LLC
CHAPTER 380
ECONOMIC DEVELOPMENT AGREEMENT AND LEASE
STATE OF TEXAS
COUNTY OF HARRIS
This Fourth Amendment ("Fourth Amendment") to that certain "Chapter 380 Economic
Development Agreement and Lease" (the "Agreement") between GOOSE CREEK IH 1, LLC, a Texas
limited liability company ("GCIH 1 ") and the CITY OF BAYTOWN, TEXAS, a home rule city and
municipal corporation, located in Harris and Chambers Counties, Texas ("City"), is made by and between
the same parties on the date hereinafter last specified.
WITNESSETH:
WHEREAS, the City may, pursuant to Chapter 380 of the Texas Local Government Code, make
loans and grants of public monies to promote economic development and to stimulate business and
commercial activity in the City; and
WHEREAS, because GCIHI's desire to promote economic development and stimulate business
and commercial activity along W. Texas Avenue by building and operating a mixed -use development
consisting of both commercial and multifamily uses (the "Project") is consistent with the City's
redevelopment goals, the CITY and GCIH1 entered into the Agreement for this purpose having an
effective date of May 11, 2010; and
WHEREAS, the Agreement required GCIH1 to complete the Project and secure a certificate of
occupancy for the same on or before May 31, 2011; and
WHEREAS, CITY and GCIH1 entered into the First Amendment to the Agreement to extend the
deadline for final completion of the Project, as defined in the Agreement, for 30 days (the "First
Amendment"); and
WHEREAS, the Project, in which GCIH1 invested more than $400,000.00 in real property
improvements on the property located at 700 W. Texas Avenue, Baytown, Harris County, Texas (the
"Property"), was completed in accordance with the First Amendment; and
WHEREAS, on December 14, 2012, the parties amended the Agreement again to remove 0.29
acres from the Property as defined therein in order for a new project to be developed which will promote
economic development and stimulate business and commercial activity in the City (the "Second
Amendment"); and
WHEREAS, on September 26, 2014, the parties amended the Agreement to remove 0.138 acres
from the Property and to convey the same to GCIH 1 in order for GCIH 1 to obtain financing for future
development and for the same to be placed back on the tax rolls ahead of schedule (the "Third
Amendment"); and
WHEREAS, the parties desire to amend the Agreement again in order to allow GCIHI to make a
discounted payoff payment for the Property and to convey the same to GCIH I in order for GCIH 1 to
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obtain financing for future development and for the same to be placed back on the tax rolls ahead of
schedule;
NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein
contained, the parties hereto do hereby mutually agree as follows:
1. Definitions. Unless a different meaning clearly appears from the context, words and phrases as
used in this Fourth Amendment shall have the same meanings as in the Agreement, the First
Amendment, the Second Amendment, and the Third Amendment.
2. Amendment.
a. Article IV "GCIII I's Obligations" Section 4.10 "Option to Purchase" of the Agreement is
hereby amended to read as follows:
4.10 Option to Purchase. GCIH 1 shall have an option to purchase the Property
a. at any time during the Term of this Agreement for the purchase
price shown as the "Annual Purchase Option Payment" on Exhibit
"C" for the year in which the option is exercised, or
b. on or before December 31, 2019, for the purchase price of ONE
HUNDRED NINETY-NINE THOUSAND ONE HUNDRED
THIRTY-SEVEN AND NO/100 DOLLARS ($199,137.00) (the
Modified Purchase Option Payment").
GCIH1 shall exercise its option by giving the City not less than three (3)
days' prior written notice of intent to purchase the Property, which written
notice shall state a time and place for the closing to take place, which shall
not be less than seven (7) calendar days and not more than sixty (60)
calendar days and must be held within the corporate limits of the City.
The City shall convey the Property as is and with all faults to GCIH 1 by a
deed without warranty in exchange for a cashier's check made payable to
the City in the amount of:
(i) the Annual Purchase Option Payment for the year during the
Term of this Agreement in which the closing takes place or
(ii) the Modified Purchase Option Payment;
provided, however, that if at the time GCIH 1 exercises its Option to
Purchase there is no default under this Agreement, then the City shall
convey the Property to GCIH 1 as is, and with all faults, by a special
warranty deed instead of a deed without warranty.
b. Article V "City's Obligations" Section 5.04 "Property Conveyance " of the Agreement is
hereby amended to read as follows:
5.04 Property Conveyance.
a. At Expiration of Term. If GCIH1 has successfully performed all of its
obligations under this Agreement and is not in default at the expiration of
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the Term, the City shall convey the Property as is and with all faults to
GCIH1 by a special warranty deed for Ten Dollars ($10.00) total
consideration, within thirty (30) days after the expiration of the Term.
b. At Any Time. If GCIH 1 is not in default and makes an Annual Purchase
Option Payment pursuant to Section 4.10 of this Agreement, the City
shall convey the Property as is and with all faults to GCIH1 by a special
warranty deed within thirty (30) days after receipt of the Annual
Purchase Option Payment.
C. On or before December 31, 2019. If GCIH1 is not in default and makes
a Modified Purchase Option Payment pursuant to Section 4.10 of this
Agreement, the City shall convey the Property as is and with all faults to
GCIH1 by a special warranty deed within thirty (30) days after receipt of
the Modified Purchase Option Payment.
Any conveyance made by the City shall include the following disclaimers:
THE CITY EXPRESSLY DISCLAIMS AI.L WARRANTIES
OF ANY NATURE, KIND OR CHARACTER
WHATSOEVER, EXPRESS OR IMPLIED, REGARDING
THE PHYSICAL. AND ENVIRONMENTAI- CONDITION OF
THE PREMISES, INCLLiDING, WITHOUT LIMITATION,
ANY WARRANTIES OF HABITABILITY,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, AND GCIH1 ACCEPTS SUCH PREMISES IN AN
"AS IS" CONDITION, WITH ALL FAULTS.
AS PART OF THE CONSIDERATION FOR THIS
CONVEYANCE, GCIH1 WAIVES ANY RIGHT OR CLAIM
AGAINST THE 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
GCIH1 AND ALL SUBTENANTS OF AND INVITEES ON
THE PROPERTY.
Entire Agreement. The provisions of this Fourth Amendment and the provisions of the
Agreement, the First Amendment, the Second Amendment, and the Third Amendment should be
read together and construed as one agreement provided that, in the event of any conflict or
inconsistency between the provisions of this Fourth Amendment and the provisions of the
Agreement, the First Amendment, the Second Amendment, and/or the Third Amendment, the
provisions of this Fourth Amendment shall control.
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IN WITNESS WHEREOF, the parties hereto have executed this 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, this day of _ _ _ , 2019.
CITY OF BAYTOWN
RICHARD L. DAVIS
City Manager
GOOSE CREEK IH 1, LLC
CHRIS PRESLEY
Manager
STATE OF TEXAS
COUNTY OF HARRIS
Before me on this day personally appeared Chris Presley, in his capacity as Manager of Goose
Creek IH 1, LLC, on behalf of such limited liability company, known to me to be the person whose name
is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the
purposes and consideration therein expressed.
SUBSCRIBED AND SWORN to before me this _ day of , 2019.
Notary Public in and for the State of Texas
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