Ordinance No. 11,341OPUNANCE NO. 11,341
AN ORDINANCE OFTHL"CITY COUNCII.., OFT HL CITY OF BAYTOWN, TEXAS,
AUTHORIZING AND DIRI -CTINGTHE'CITY MANAGER AND CITY CLERKTO
EXECunl'AND ATTES]"TO A CONTRACTWIT11 GOOSE CREIEK 111 1, I.A.-C, FOR
THE' Cl-[Ai,,,r✓R 380 ECONOMIC DIWE'LOPMENT AGREEMENT AND LEASE;
AUTHORIZING PAYME. NT OF A SUM OF THREE HUNDRED FORTY-SIX
THOUSAND AND NO/100 DOLLARS ($346,000.00); AUTHORIZING MAKING
OTHER PROVISIONS RELATED ITIF"RETO; AND PROVIDING FOR THE
EFFI7CTIVF DATE TIE REOF.
WHEREAS, the City Council ofthe City of Baytown did advertise for bids for tile Chapter 380
F conomic Development Agreement and Lease to be received oil April 15, 2010;, and
WHEREAS, notice to bidders as to the time and place, when and where the bids would be
publicly opened ail(] read aloud Nvas published pursuant to provisions of Texas Local Government Code
Annotated § 252.041; ail(]
WHEREAS, all bids Nvere opened and publicly read at the Municipal Service Center at
2:00 o'clock p.m., Th Ursday, April 15, 2010, as per published notice to bidders; NOW THEREFORE
13E ]TORDAINED BY TT CITY COUNCIL Off` TIIE CITY OFBAYTOWN, TEXAS:
Section 1: That the City Council of the City of Baytown hereby accepts the bid of Goose
Creek 11-1 1, LLC, for tile Chapter 380 Economic Development Agreement and Lease, and authorizes
payrnent of ail amount of THREE HUNDRED FORTY-SIX THOUSAND AND NO/100 DOLLARS
($346,000.00) for the purchase of tile property located at 700 W. Texas Ave. The City Manager and the
City Clerk ofthe City are hereby authorized and directed to execute and attest to said contract with Goose
Creek 11-1 1, LLC, which is attached hereto and incorporated herein for all intents and. purposes.
Section 2: That the City Manager is hereby granted gencral authority toapproveany change
order involving a decrease or ail increase in costs of TWENTY-FIVI� THOUSAND AND NO/100
DOLLARS ($25,000,00) or less, subJect to the provision that tile original contract price may not be
increased by more than twenty-five percent (25%) or decreased by more than twenty-five percent (25%)
witll0t,it tile COIlSellt ofthe contractor to such decrease.
Section 3: This ordinance, shall take effect inlillediately from and "Iter its passage by the
City, Council ofthe City of'BaytoWn.
C
'i y
INTRODUCED, READ and PASSED by the affirmative vote of t 16. Ci y Council of tile City of
Baytown this tile 22`1 day of April, 2010.
IIIIEN 11, DONCARLOS, Maybr
Exhibit "A"
CITY OF BAYTOWN / GOOSE CREEK IH 19 LLC
CHAPTER 380
ECONOMIC DEVELOPMENT AGREEMENT AND LEASE
STATE OF TEXAS §
COUNTY OF HARRIS §
This Chapter 380 Economic Development Agreement and Lease ( "Agreement ") is made
and entered into by and between GOOSE CREEK IH 1, LLC, a Texas limited liability company
( "GCIH 1 ") and the CITY OF BAYTOIA N, TEXAS, a home rule city and municipal corporation,
located in Harris and Chambers Counties, Texas ( "City ").
RECITALS
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, GCIH 1 desires 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 "); and
WHEREAS, GCIH1 has committed to invest at least $400,000.00 by May 31, 2011, in
real property improvements, exclusive of lease payments, on the property located at 700 W.
Texas Avenue, Baytown, Harris County, Texas (the "Property "); and
WHEREAS, providing economic development assistance to GCIH I as an inducement for
GCIH 1 to redevelop the Property is consistent with the City's redevelopment goals;
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 GCIHI agree as follows:
t. Authority
1.01 City Authority. 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 GCIH 1's Authority. GCIH 1's execution and performance of this Agreement constitutes a
valid and binding obligation of GCIH I to develop the Project on the Property.
Economic Development Agreement, Page I
Il. Definitions
2.01 "Effective Date" is the date upon which the City acquires title to the Property.
2.02 "Project" means the redevelopment of the Property into a mixed use development
pursuant to Texas Local Government Code Chapter 380 to promote local economic
development and stimulate business and commercial activity within the City. The Project
will include
a. a building with:
I . at least 3,000 square feet of commercial space and
2. at least 9,022 square feet of market -rate residential space consisting of the
following:
b. a parking lot with at least 23 parking spaces or the number of parking spaces
necessary to comply with all applicable codes of the City, whichever is greater.
as roughly depicted and approximated in Exhibit "A," which is attached hereto and
incorporated herein for all intents and purposes.
2.03 "Property" means the land located at 700 W. Texas Avenue, Baytown, Harris County,
Texas, and more particularly described in Exhibit "B" which is attached hereto and
incorporated herein for all intents and purposes.
III. Term
3.01 Tetra.
a. The term of this Agreement is for fifteen (15) years, beginning on the Effective
Date (the "Term "), unless terminated sooner as provided in this Agreement.
b. Any holding over by GCIH 1 after termination of any portion of this Agreement
shall not constitute a renewal or extension or give GCII41 any rights in or to the
Property. Should GCIH 1 hold over, GCIH 1 shall pay, as liquidated damages, the
then current fair market rental value of the affected portion of the Property and
the improvements thereon. as determined by the City, calculated on a per diem
Economic Development Agreement. Page'_
basis, multiplied by two (2) for the period during which GCIH 1 possesses the
affected portion of the Property beyond the termination hereof. Such amount is
reasonable in the light of the anticipated or actual harm to the City caused by
GCIH1's holding over, the difficulties of proof of loss, and the inconvenience of
otherwise obtaining an adequate remedy.
3.02 Damage or Destruction by Fire or Other Casualty.
a. If the Project is damaged or destroyed by fire, tornado, or other casualty,
regardless of its cause, GCIH 1 must immediately give the City written notice of
the damage or destruction.
b. If a fire, tornado, or other casualty or occurrence not caused in whole or in part by
the negligence, gross negligence, or intentional tort of GCIH 1 or any person in or
about the Property with GCIH 1's express or implied consent totally destroys or
substantially damages the Project as determined by the City based upon the cost
of repair, then GCIHI may within 45 days give the City notice of its election to
rebuild the Project to the same or better condition it was in when it first received
its certificate of occupancy within one year of the destruction or damage;
otherwise this Agreement upon written notice from the City will terminate.
C. If the Project is damaged by fire, tornado, or other casualty or occurrence and the
damage does not amount to a total destruction as set out in Section 3.02(b) and as
determined by GCIHI, GCIHI may, at its sole option, proceed immediately to
rebuild or repair the Project to the same or better condition it was in when it first
received its certificate of occupancy. GCIHI shall have the obligation to
prosecute diligently such work and complete the same within a reasonable period
of time as determined by the City. If GCIH 1 determines not to rebuild or repair
the Project or fails to timely do so, the City may terminate this Agreement.
d. In the event that the Project is damaged or destroyed and GCIH 1 elects to rebuild
the Project under 3.02(b) or (c) above, then GCIH1 shall be entitled to use any
insurance proceeds payable under insurance held by either GCIH 1 or the City
with respect to the Project for the purpose of reconstruction, subject to the
limitations contained in Section 5.02.
3.03 Condemnation by Eminent Domain
a. If, during the term of this Agreement, all of the Project is taken as determined by
the City for a public or quasi- public use under any governmental law, ordinance,
or regulation, or by right of eminent domain, or is sold to the condemning
authority under threat of condemnation, this Agreement will terminate and the
payment obligations of GCIH 1 will be terminated for the unexpired portion of this
Agreement, effective as of the date the condemning authority takes possession of
the Property.
Economic Development Agreement. Page 3
b. If less than all but more than fifty percent (50 %) of the Project is taken as
determined by the City for any public or quasi - public use under any governmental
law, ordinance, or regulation or by right of eminent domain, or is sold to the
condemning authority under threat of condemnation, either party may terminate
the Agreement by giving written notice to the other within thirty (30) days after
the entity exercising the power of condemnation takes possession of the
condemned portion. If the Project is partially taken and the parties elect not to
terminate this Agreement, or if less than fifty percent (50 %) of the Project is
condemned as determined by the City and at least 50% of the main structure is
used for commercial purposes, this Agreement will not terminate, but GCIH 1's
payment obligations (including its price for its Option to Purchase) will be
adjusted equitably as determined in the sole but reasonable discretion of the City
during the unexpired portion of this Agreement. If the Agreement is not
terminated pursuant to this subsection, GCIH 1 shall have the obligation to
prosecute diligently such work and complete the same within a reasonable period
of time as determined by the City. If GCIH 1 determines not to rebuild or repair
the Project or fails to timely do so, the City may terminate this Agreement.
Any condemnation award or proceeds from a sale under threat of condemnation
shall be divided among the parties as determined by the condemning authority;
provided, however, the parties agree that GCIH 1 shall not receive any proceeds
from such condemnation award unless GCIH 1 is current on its lease payments
and all other payments due under this Agreement at the time of the award. Either
party may appeal its condemnation award, if any, at its sole cost and expense.
IV. GCIHI's Obligations
4.01 Commitment to Develop.
a. GCIH l hereby agrees to develop the Project in conformance with all applicable
laws, rules and regulations of the City and any other governmental entity having
authority over the Project, so that, upon approval by the Chief Building Official of
the City, the Project fully satisfies the Codes of the City of Baytown, Texas,
including, but not limited to, the Code of Ordinances, Baytown, Texas; the
National Electrical Code; the International Plumbing Code; the International
Mechanical Code; the International Fire Code and the International Building
Code, as adopted by the City of Baytown, Texas, (collectively, the "Codes ") in
accordance with a scope of work approved by the City Manager detailing the
events and times of completion of each event:
1. Building permit must be applied for within 30 calendar days
of the effective date of this agreement;
2. Framing must be complete within 150 calendar days of
securing the building permit; and
Economic Development Agreement. Page 4
3. The Project must be finally completed and GCIHI must
have secured a certificate of occupancy for the Project on or
before May 31, 2011.
Prior to any construction activity on the Property, GCIHI must submit to the City
properly sealed plans and specifications for written approval by the City's
Director of Engineering and the City Manager. The City must approve of the
plans and specifications in writing prior to GCIHI performing construction
activities of any sort on the Property, such approval not to be unreasonably
withheld, conditioned or delayed.
b. Compliance with the Codes shall include, but not be limited to, performing
environmental cleanup of the Property, obtaining an asbestos survey, abating the
asbestos, if any, to the extent required by law, providing sealed construction
drawings; employing licensed professionals for those development activities
required to be made by a licensed professional pursuant to the Codes; providing a
structural investigation with recommendations provided by a licensed professional
engineer in the state; obtaining or causing to be obtained all required permits
pursuant to the Codes; obtaining and satisfying all required inspections; and
obtaining a certificate of occupancy for the Project by May 31, 2011.
C. By May 31, 2011, GCIHI will invest at least $400,000.00 in the Project,
exclusive of lease payments, and shall provide to the City proof of the same in a
form that the City may require.
4.02 Payment Obligations.
a. During the Term of this Agreement, GCIHI shall pay to the City annual rent in
the amount described as the "End -of -Year Lease Payment" as detailed in Exhibit
"C;" which is attached hereto and incorporated herein for all intents and purposes.
Such rental payments shall be payable on or before June V of each calendar year
and shall be paid in lawful money of the United States to the Director of Finance
of the City of Baytown or his/her designee at the City Hall of the City of
Baytown. The amounts contained in Exhibit "C" reflect an interest rate of 1% per
annum. However, such rate shall be adjusted on January 1 of each year based
upon the then - current City's Texas Local Government Investment Pool
( "TxPOOL ") rate rounded up to the next nearest whole percent; provided that, if
ad valorem taxes are assessed against the real property or the leasehold estate in
any year during the Tenn hereof and paid by GCIHI in accordance with
subsection (d) of this section, the interest rate shall remain at 1% per annum for
any such year in which taxes are so paid.
b. GCIH 1's right to possession and all of the City's obligations hereunder are
expressly contingent upon the prompt payment of rent, and the use of the Property
by GCIH 1 is obtained only on the condition that rent is paid on time. Payment of
rent shall be independent covenants and all monies received by the City shall be
applied first to non -rent obligations of GCIHI under this Agreement, if any. and
Economic Development Agreement. Page 5
then to rent regardless of any notation on the check. At any time after the City's
receipt of a check from GCIH 1 for rent, such check is not honored by the drawing
financial institution due to insufficient funds or is otherwise dishonored twice for
any reason, the City may at any time thereafter, at the City's sole option, require
that all rent and other sums due from GCIH 1 hereunder be paid either by cashier's
check or money order. Failure to pay any rent as and when required will not only
be considered a breach of this Agreement but also result in interest at the rate
specified in subsection c of this section being charged on the delinquent rental
payments commencing on the date the payment first becomes overdue.
C. Delinquent payments shall bear interest. Interest shall accrue at twelve percent
(12 %) per annum. Such interest shall commence on the date the payment first
becomes overdue and continue until the delinquent payment is paid in full.
d. In addition to the rent specified above, GCIHI will pay before delinquency all
property taxes, special assessments (including any special assessments imposed
on or against the Property for constructing or improving the Property), and
governmental charges of any kind, if any, imposed on any personal property
located on the Property during the Term. Such payment shall be made by GCIHI
directly to the taxing authority or to the tax assessor /collector, as appropriate, and
GCIH l shall provide evidence of payment to the City within thirty (30) days after
payment is made.
e. GCIHI agrees to pay all electric, natural gas, water /sewer, telephone,
cable /internet services, and all other utilities furnished on or to the Property's
common areas during the Term of this Agreement. GCIHI shall make all such
payments directly to the charging authority prior to any delinquency resulting in
termination of service. In no event shall GCIHI be responsible for payment of
sub - tenants' utilities.
f. In addition to the amounts herein above for which GCIH 1 is responsible, GCIH I
agrees to pay to the City on or before December 31" of each year during the
Term of this Agreement, a payment in lieu of taxes (the "PILOT ") equal to the
fair market value, as determined by the Harris County Appraisal District on
January 1, 2010, of all of the land and other tangible property, real, personal or
mixed on the Property multiplied by the then - current property tax rate per
$100.00 of assessed valuation adopted by the City Council, as may be changed
by the City Council during the Term. In consideration for the payment of the
PILOT, the City agrees that if GCIH I receives an ad valorem tax statement from
the City during the Term of this Agreement on property for which GCIHI has
already made a PILOT, the City shall reimburse GCIH 1 that portion of the
PILOT for which the ad valorem taxes were paid to the City within thirty (30)
calendar days of receipt of evidence of payment by GCIHI. Notwithstanding
anything to the contrary contained herein, GCIHI retains the right to contest an),
assessed valuation of the Property.
Economic Development Agreement. Page 6
4.03 Insurance /Bonds.
From and after the Effective Date and throughout the Term of this Agreement,
GCIHI will keep and maintain, or cause to be kept and maintained, in force and
effect insurance against claims for injuries to or death of persons or damages to
Property which may arise out of or result from the construction, operation, repair,
or maintenance of the Project and all activities associated therewith, whether such
construction, operation, repair or maintenance be performed by GCIHI, its agents,
representatives, employees, contractors, subcontractors, assigns, or anyone
directly or indirectly employed by any of them or by anyone for whose acts any of
them may be liable. GCIHI's insurance coverage shall be primary insurance with
respect to the City, its officials, employees and agents who shall be named as
additional insureds. Any insurance or self - insurance maintained by the City, its
officials, employees or agents shall be considered in excess of GCIH 1's insurance
and shall not contribute to it.
The following is a list of standard insurance policies along with their
respective minimum coverage amounts required in this Agreement:
a. Commercial General Liability
➢ General Aggregate: $2,000,000
Per Occurrence: $1,000,000
> Owners' and Contractors' Protective Liability: $1,000,000
during construction and all renovations thereafter of the
Property Improvements
> Liquor Liability Endorsement (only required if alcoholic
beverages are sold for consumption on or off the Premises)
> Coverage shall be at least as broad as ISO CG 00 01 10 93
> No coverage shall be deleted from standard policy without
notification of individual exclusions being attached for review
and acceptance.
b. Builder's Risk Insurance (during any period of construction or
rehabilitation — to be provided by either GCIHI or its general
contractor)
> Limit: 100% of replacement value.
City of Baytown will be named as loss payee.
2. In the event that the City's City Manager in his sole discretion determines
that the activities or operations to be conducted or conducted on the
Property necessitate additional coverage, the City reserves the right to
require additional coverages with limits deemed appropriate by the City's
Risk Manager, including but not limited to, the following coverages:
Boiler and Machinery /Mechanical Equipment Coverages,
�► Amusement Ride Liability: and
> Pollution Liability.
Economic Development Agreement. Page 7
In lieu of providing such additional coverages, GCiH 1 may cease the
activities or operations which necessitate the additional coverages as
determined by the City Manager.
3. GCIH 1 shal l require its general contractor to carry in full force and effect
insurance coverages of the type and limits as required hereinbelow should
construction or other similar work be performed on the Property. GCIH 1
shall require its general contractor to include all subcontractors as
additional insureds under its policies or shall furnish separate certificates
and endorsements for each subcontractor. All coverages for the general
contractor and subcontractors shall be subject to all of the requirements
stated hereinbelow:
a. Commercial General Liability
➢ General Aggregate: $2,000,000
r Per Occurrence: $1,000,000
➢ Owners' and Contractors' Protective Liability: $1,000,000,
during construction and all renovations thereafter of the
Property Improvements.
➢ Coverage shall be at least as broad as ISO CG 00 01 10 93
> No coverage shall be deleted from standard policy without
notification of individual exclusions being attached for review
and acceptance.
b. Builder's Risk Insurance (if not already provided by GCIH I)
Limit: 100% of replacement value.
➢ City of Baytown will be named as loss payee.
C. Business Automobile Policy (BAP)
Combined Single Limits: $1,000,000
Coverage for "Any Auto."
provided, however, should any contractor or subcontractor
not own and not use or operate a motor vehicle in
furtherance of the work on the Property, such contractor or
subcontractor shall sign an affidavit to such effect and shall
not be required to provide to the City evidence of a
business automobile policy. However, should such
contractor or subcontractor subsequently obtain motor
vehicle(s) and use or operate the same in furtherance of the
work on the Property, such contractor or subcontractor
shall immediately procure and maintain a business
automobile policy in accordance with the requirements
herein.
d. Workers' Compensation: Statutory Limits
Employer's Liability: $500.000
Economic Development Agreement, Page 8
Waiver of Subrogation required
Should any contractor or subcontractor have no employees,
the contractor or subcontractors shall sign an affidavit to
such effect and shall indemnify, protect, and defend the
City from any claim arising from a person claiming to be
an employee of the contractor or subcontractors. Should
such contractor or subcontractors subsequently hire
employees while performing work on the Property, that
contractor or subcontractors shall immediately procure and
maintain Workers' Compensation Insurance meeting the
requirements herein.
Prior to any work being performed, GCIH1 shall file with the City valid
Certificates of Insurance and endorsements reasonably acceptable to the
City for the general contractor, and for the subcontractors, to the extent the
subcontractors are covered under separate insurance and proof thereof is
tendered to the City.
4. The following shall be applicable to all policies of insurance required
herein:
r Insurance carrier must have an A.M. Best Rating of A: VI or
better.
i Only insurance carriers licensed and admitted to do business in
the State of Texas will be accepted.
i Liability policies must be on occurrence form.
i Each insurance policy shall be endorsed to state that coverage
shall not be suspended, voided, canceled or reduced in
coverage or in limits except after thirty (30) days' prior written
notice by certified mail, return receipt requested, has been
given to the City.
➢ The City and its officers and employees are to be added as
Additional Insured to liability policies.
i► Upon request, and without cost to the City, certified copies of
all insurance policies and /or certificates of insurance shall be
furnished to the City.
i All insurance required under this section 4.03 shall be secured
and maintained in a company or companies satisfactory to the
City, and shall be carried in the name of GCIH 1.
GCIH 1 shall provide copies of insurance policies required
hereunder to the City on or before the Effective Date.
The amounts of all required insurance shall be reviewed by the
City's Risk Manager on the fifth (5th) anniversary date of this
Agreement and each fifth (5th) year thereafter and shall be
increased, if necessary, so that the amount of such coverage is
at all times generally equal to the limits described herein
measured in year 2010 dollars.
Economic Development Agreement. Page 9
b. During the construction/renovation of the Project and any subsequent
construction /reconstruction on the Property, GCIHI shall be required to tender a
cash bond in the amount of ONE HUNDRED THOUSAND AND N01100
DOLLARS ($100,000.00), which shall be held by the City, the purpose of which
is for the protection of the City to ensure the faithful performance of the
construction/renovation and to ensure that no lien is placed on the Property by
GCIH1's contractors and subcontractors who supply work or material for the
construction /renovation of the Project. Within 4.5 months of completion of and
acceptance of the construction/renovation of the Project by the City, the City shall
refund any balance of the cash bond to the GCIHI without interest. Should the
costs to ensure the faithful performance of the construction /renovation and to
ensure that no lien is placed on the Property by GCIH1's contractors and
subcontractors who supply work or material for the construction/renovation of the
Project exceed the amount of the cash bond, the City shall have the right to pursue
all legal remedies as provided by law and to terminate this Agreement in
accordance with Section 6.04. This section shall survive termination of this
Agreement.
4.04 Permitted Use.
a. During the Term, the Property may only be used as a mixed use development as
described in Article I hereinabove. GCIHI shall not use the Property for any
disorderly purpose. Additionally, the Property and the Project shall not be used or
allowed to be used for the purpose of operating any of the following:
➢ an industrial facility including, but not limited to, both heavy industry and
light industry uses as defined in Chapter 130 of the Code of Ordinances,
Baytown, Texas, as such definitions currently exist or as hereinafter
amended, provided, however, that the existing tenant on the Property is
permitted to remain on the Property as long as he does not interfere with
the Project;
➢ a junk or salvage yard, including, but not limited to, an automotive
wrecking and /or salvage yard as regulated in Chapter 82 of the Code of
Ordinances, Baytown, Texas, as such regulations currently exist or as
hereinafter amended;
a sexually oriented business; and /or
a facility which would negatively affect the ability of a person to sell
alcoholic beverages elsewhere along W. Texas Avenue.
b. GCIHI shall not use the Property for any unlawful purpose in violation of and,
valid and applicable law, regulation, or ordinance of the United States, the State
of Texas, or the City of Baytown or other lawful authority having ,jurisdiction
over the Property, but rather shall conform to all such laws. regulations and
ordinances. GCIHI shall not cause, or knowingly permit or suffer any waste.
damages, or injury to, any portion of the Property.
Economic Development Agreement. Page 10
The decision of the City Manager as to whether a proposed use is disorderly,
unlawful or falls within one of the above- referenced prohibited purposes shall be
final and binding on GCIHI and the City.
4.05 Commercial Sublease. Before GCIH 1 may sublease any of the Property for commercial
purposes, GCIH 1 must obtain the City Manager's written approval of the subtenant and
the use which such subtenant proposes for the Property. GCIH 1 shall submit information
to the City Manager as requested by the City Manager in order for him to make a
decision on whether to approve the proposed subtenant and use. The decision of the City
Manager shall be final and binding on GCIHI and the City.
4.06 Maintenance. GCIH 1 agrees at its own cost and expense to maintain the Property and the
Project in full compliance with all codes, rules and regulations of the City as well as all
other governmental entities having jurisdiction over the Property and the Project. All
maintenance, repair, alteration, and /or construction work undertaken by GCIH 1 shall be
done in a workmanlike manner, leaving the Property free of liens for labor and materials.
In the event that a lien is filed against the Property for work completed by a contractor or
subcontractor, GCIHI shall immediately use its best effort to remove such lien within
thirty (30) days after the lien is placed on the property. In the event that a lien remains on
the property after the expiration of thirty (30) days, GCIHI shall execute a bond for the
sum of one hundred percent (100 %) of the total lien amount, on standard forms for this
purpose, guaranteeing that such lien shall be released from the Property. Such bonds
must be submitted to and approved by the City in order for GCIH 1 to be in compliance
with this provision. In no event shall GCIH 1 have the right, authority or power to bind
the City or any interest of the City in the Property for any claim for labor or material or
for any other charge or expense incurred in the maintenance, construction, repair or
alteration of the Project.
4.07 Indemnify.
GCIHI HEREBY AGREES TO INDEMNIFY, HOLD HARMLESS,
PROTECT AND DEFEND CITY, ITS OFFICERS, AGENTS, AND
EMPLOYEES (THE "CITY PARTIES ") FROM AND AGAINST
ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF
ACTION, SUITS AND LIABILITY OF EVERY KIND,
INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS
AND ATTORNEY'S FEES, FOR ANY INJURY TO OR DEATH OF
ANY PERSON OR DAMAGE TO ANY PROPERTY INCURRED
IN CONNECTION WITH ALL CLAIMS, INCLUDING ANY
ACTION OR PROCEEDINGS BROUGHT, THEREON ARISING
FROM, AS A RESULT OF, OR IN ANY WAY RELATED TO
GCIH1'S AND ITS SUBTENANTS', ASSIGNEES', OFFICERS',
AGENTS', EMPLOYEES', CONTRACTORS', GUESTS% AND /OR
Economic Development Agreement. Page I I
INVITEES' (THE 66GCIH1 PARTIES") USE OR OCCUPANCY OF
THE PROPERTY AND /OR PROJECT OR ANY OF THE
ACTIVITIES OF ANY SUCH GCIH1 PARTIES IN OR ON THE
PREMISES, OR THE DESIGN OR CONSTRUCTION OF THE
PROPERTY IMPROVEMENTS, WHERE SUCH INJURIES,
DEATH, OR DAMAGES ARE CAUSED BY THE JOINT
NEGLIGENCE OF THE CITY PARTIES AND ANY OTHER
PERSON OR ENTITY AND /OR BY THE JOINT OR SOLE
NEGLIGENCE OF THE GCIH1 PARTIES. IT IS THE EXPRESS
INTENTION OF BOTH CITY AND GCIH1 THAT THE
INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS AN
INDEMNITY BY GCIHI TO INDEMNIFY, HOLD HARMLESS,
PROTECT, AND DEFEND THE CITY PARTIES FROM (I) THE
CONSEQUENCES OF THE NEGLIGENCE OF THE CITY
PARTIES, WHERE THAT NEGLIGENCE IS A CONCURRING
CAUSE WITH THAT OF ANY OTHER PERSON OR- ENTITY OF
ANY SUCH INJURY, DEATH OR DAMAGE, AND /OR (II) THE
GCIHl PARTIES' SOLE AND /OR CONCURRENT
NEGLIGENCE. FURTHERMORE, THE INDEMNITY PROVIDED
FOR IN THIS PARAGRAPH SHALL HAVE NO APPLICATION
TO ANY CLAIM, LOSS, DAMAGE, CAUSE OF ACTION, SUIT
OR LIABILITY WHERE THE INJURY, DEATH OR DAMAGE
RESULTS FROM THE SOLE NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE CITY.
IN THE EVENT THAT ANY ACTION OR PROCEEDING IS
BROUGHT AGAINST THE CITY BY REASON OF ANY OF THE
ABOVE, GCIH1 FURTHER AGREES AND COVENANTS TO
DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL
ACCEPTABLE TO THE CITY.
Notwithstanding anything to the contrary contained in this Agreement, the
indemnity provided in this section shall not terminate upon the termination or
expiration of this Agreement, but shall continue in full force and effect.
4.08 Within thirty (30) days of any termination, GCIH1 shall surrender to the City the
Property and all improvements thereon. GCI1-I1 shall leave the surrendered Property in a
good condition subject to ordinary wear and tear as determined by the City Manager,
except as expressly provided to the contrary in other provisions of this Agreement.
GCIH 1 shall be responsible for all damage to the Property occasioned by such removal of
personal property. All property that GCIH1 is required to surrender, which shall include
all improvements. fixtures and all other non - personal property pertaining to the Project,
Economic Development Agreement. Page 12
shall become the City's property upon the termination. All personal property that GCIH 1
fails to remove within the thirty (30) day period shall be deemed abandoned, and the
City, at its election, has the right to take possession of such personal property or charge
GCIH 1 for the removal of the same.
IF GCIHI FAILS TO SURRENDER THE PROPERTY AS
REQUIRED HEREIN, GCIH1 SHALL DEFEND AND INDEMNIFY
IN ACCORDANCE WITH SECTION 4.07, THE CITY, ITS
OFFICERS, AGENTS, AND EMPLOYEES, FROM ALL LIABILITY
AND EXPENSE RESULTING FROM THE DELAY OR FAILURE
TO SURRENDER INCLUDING, WITHOUT LIMITATION,
CLAIMS MADE BY ANY SUCCEEDING LESSEE FOUNDED ON
OR RESULTING FROM LESSEE'S FAILURE TO SURRENDER.
4.09 Failure to Meet Obligations. In the event that GCIHI fails to fulfill any of its obligations
under this article or elsewhere in this Agreement, after receipt of notice and expiration of
the cure period described in Section 6.04 below, the City may, at its option, terminate this
Agreement and GCIH I shall be obligated to pay all amounts yet to have been paid by
GCIH 1 pursuant to Section 4.02 for the year in which the Agreement is terminated and
all prior years together with payments required pursuant to Section 3.01(b).
4.10 Option to Purchase. GCIH 1 shall have an option to purchase the Property at any time
during the Tenn of this Agreement for a purchase price shown as the "Annual Purchase
Option Payment" on Exhibit "C" for the year in which the option is exercised. GCIHI
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 the Annual Purchase Option Payment for the year during the Term of this
Agreement in which the closing takes place; provided, however, that if at the time GCIHI
exercises its Option to Purchase there is no default under this Agreement, then the City
shall convey the Property to GCIH l as is, and with all faults, by a special warranty deed
instead of a deed without warranty.
V. City Obligations
5.01 Property Acquisition. As consideration for GCIH 1's performance of its obligations under
this Agreement, the City will endeavor to acquire the Property at the fair market value at
a cost not to exceed THREE HUNDRED FORTY -SIX THOUSAND AND NO /100
DOLLARS ($346,000.00). Should the City be unable to acquire the property on or
Economic Development Agreement. Page 13
before May 31, 2010, this Agreement shall automatically terminate and both parties shall
be relieved of all further obligations hereunder.
5.02 Insurance. After acquisition of the Property, the City shall insure the Property and the
improvements, but not any personalty located thereon. At a minimum, the City shall
obtain a policy of fire and extended coverage insurance of the real property
improvements existing on the Effective Date in an amount equal to 100% of the existing
real property improvements' replacement cost. Real property loss resulting from the acts
or omissions of tenants shall be specifically included in the coverage. Upon written
request by GCIH1, the City shall increase the insurance coverage to be equal to 100% of
the replacement value of the real property improvements located on the Property after
construction has been completed. However, nothing in this section shall relieve GCIHI
from its obligations under Section 4.03. Should an event occur for which the City
receives insurance proceeds pursuant to the insurance maintained under this paragraph,
the City shall reimburse actual costs expended by GCIHI from such insurance proceeds
for reconstruction or repair of the improvements to as good or better condition as the
same were in when GCIHI first received its certificate of occupancy, less the City's
deductible, which is currently set at TWENTY -FIVE THOUSAND AND NO 1100
DOLLARS ($25,000.00). After GCIHI pays the applicable deductible amount toward
the reconstruction or repair of the real property improvements and provides proof thereof
to the City, GCIHI shall be entitled to receive reimbursement of its actual costs from the
insurance proceeds actually received by the City at 30 %, 60 %, 90% and 100%
completion of the required reconstruction or repairs, as reasonably determined by the
City Manager.
5.03 Leasing of Property; From and after the Effective Date, for and in consideration of the
covenants made by GCIHI herein, the City shall lease, demise and let unto GCIHI and
GCIH 1 by these presents does lease and take from the City the Property for the purposes
expressed herein for and during the Term hereof. GCIHI however takes subject to the
following disclaimer of the City:
THE CITY EXPRESSLY DISCLAIMS ALL
WARRANTIES OF ANY NATURE, KIND OR
CHARACTER WHATSOEVER, EXPRESS OR IMPLIED,
REGARDING THE PHYSICAL AND
ENVIRONMENTAL CONDITION OF THE PREMISES,
INCLUDING, WITHOUT LIMITATION, ANY
WARRANTIES OF HABITABILITY,
MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE AND GCIHI ACCEPTS SUCH
PREMISES IN AN "AS IS" CONDITION, WITH ALL
FAULTS.
Economic Development Agreement, Page 14
GCIHI, BY ITS EXECUTION OF THIS AGREEMENT
EXPRESSLY WAIVES ANY RIGHT OR CLAIM
AGAINST THE CITY FOR DAMAGES, RESCISSION OR
OTHER REMEDY AT LAVA' 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.
5.04 Property Conveyance. If GCIHI has successfully performed all of its obligations under
this Agreement and is not in default at the expiration of the Term, the City shall convey
the Property as is and with all faults to GCIH 1 by a deed without warranty for Ten
Dollars ($10.00) total consideration, within thirty (30) days after the expiration of the
Term.
VI. General Terms
6.01 Encumbrances.
a. GCIH 1 shall not have the right to mortgage and /or encumber the City's fee simple
title in the Property.
b. The City reserves the right to sell, assign, transfer or convey its interest in this
Agreement and the Property without prior consent of GCIH I, and the City shall
further have the right to encumber and mortgage the Property and assign rentals
payable by GCIH 1 to the City to any third party without the consent of GCIH 1;
provided, however, that (i) no such sale, assignment, transfer, conveyance or
mortgage shall in anyway diminish the rights of GCIH I to use the Property or the
Project as provided in this Agreement; (ii) the City tenders written notification to
GCIH 1 of any such sale, assignment, transfer, conveyance, mortgage or
encumbrance. and (iii) the assignee or transferee agrees to assume all of the City's
obligations under this Agreement.
C. GCIH 1 reserves the right to sell, assign, transfer or convey its interest in this
Agreement and the Property without prior consent of the Cite, and GCIH l shall
further have the right to encumber and mortgage the leasehold estate in the
Property and assign rentals payable to GCIHI to any third party without the
Economic Development Agreement. Page 1;
consent of the City; provided, however, that (i) no such sale, assignment, transfer,
conveyance or mortgage shall in any way diminish the rights of the City pursuant
to this Agreement; (ii) GCIH 1 tenders written notification to the City of any such
sale, assignment, transfer, conveyance, mortgage or encumbrance; and (iii) the
assignee or transferee agrees to assume all of GCIHI's obligations under this
Agreement.
6.02 Non - Appropriation. This Agreement shall not be construed as a commitment, issue,
pledge or obligation of any specific taxes or tax revenues for payment to GC1H1.
a. All payments or expenditures made by the City under this Agreement are subject
to the City's appropriation of funds for such payments or expenditures to be paid
in the budget year for which they are made.
b. In the event the City does not appropriate funds in any fiscal year for payments
due or expenditures under this Agreement, the City shall not be liable to GCIH 1
for such payments or expenditures unless and until appropriation of said funds is
made; provided, however, that GCIH I, in its sole discretion, shall have the right
but not the obligation to terminate this Agreement and shall have no obligations
under this Agreement for the year in respect to which said unappropriated funds
relate.
C. To the extent there is a conflict between this Section 6.02 and any other language
or covenant in this Agreement, this Section 6.02 shall control.
6.03 Mutual Assistance. City and GCIH 1 will do the things commercially reasonable,
necessary or appropriate to carry out the terms and provisions of this Agreement.
6.04 Default.
a. The City shall have the right to declare GCIH 1 in default if GCIH 1:
I. Fails to pay any installment of rent or make any other payment of money
due to the City under this Agreement within seven (7) days after written
notice of the failure shall have been given to GCIH I; or
2. Defaults in the performance of any other obligation imposed upon GCIHI
by this Agreement and does not cure the default within thirty (30) days
after written notice describing the default in reasonable detail shall have
been given GCIH1 (or, if the City in its reasonable discretion, determines
that the default cannot reasonably be cured within the thirty (30) day
period, if GCIH l does not commence curative work within the thirty (30)
day period and prosecute the work to completion with diligence.
Economic Development Agreement. Page 16
b. Unless otherwise stated in this Agreement, if GCI14I commits a default, the City
shall give GCIH1 a written notice specifying the default and GC11-11 shall have
the following periods of time to cure the default:
1. In the case of a failure to pay rent or any other default consisting of the
failure to pay money, GCIH 1 must remedy the default within seven days
from the receipt of the notice, provided that if:
The City is required to give GCIH 1 notice of nonpayment of rent three
(3) times in any five (5) year period, and
Y each of the notices contains a reminder of the substance of this
subpart,
thereafter the City shall no longer be obligated to give GCIH1 notice of a default
consisting of the nonpayment of rent and the City may immediately terminate the
Agreement; provided, however, that if GCIH1 has exercised its Option to
Purchase pursuant to Section 4.10 of this Agreement, then the City may not
exercise its right to terminate this Agreement unless the Property has not been
purchased by GCIH1 within sixty (60) calendar days after the exercise of such
Option to Purchase.
2. In all other cases with the exception of those cases hereinabove specified
where the Agreement is subject to immediate termination by the City, the
default must be cured within thirty (30) days from the receipt of the notice
or, if the default is not reasonably susceptible of being cured within the
thirty (30) day period, commence curative work within the thirty (30) day
period and prosecute it to completion with diligence.
C. If any such default occurs and is not cured within the time allowed by subsection
(b) of this section, GCIH1 understands and agrees to surrender the Property to the
City and pay to the City all amounts required to be paid herein to the City;
provided, however, that if GCIH l has exercised its Option to Purchase pursuant to
Section 4.10 of this Agreement, then the City may not exercise its right to
terminate this Agreement unless the Property has not been purchased by GCIH1
within sixty (60) calendar days after the exercise of such Option to Purchase.
The City shall have the right:
to terminate this Agreement and to immediately re -enter the Property and
remove all persons and property from the Property, all without service of
notice or resort to legal process and without being deemed guilty of
trespass, or becoming liable for any loss or damage which may be
occasioned thereby, and
2. to take further action necessary to collect amounts due and owing by
GC1H1 under this Agreement. including, but not limited to those specified
Economic Development Agreement. Page 17
in Sections 3.01 and 4.02. Should this Agreement be terminated in part
based upon GCIH I's default during Term, GCIHI shall not be entitled to
any proration or rebate of any advance rental payments made, and all
GCIH l's rights under this Agreement shall be terminated.
d. Failure to strictly and promptly enforce the conditions set forth above shall not
operate as a waiver of the City's rights. The City expressly reserves the right
always to enforce prompt payment of rent and to treat the failure to pay rent in
accordance with this Agreement as a default, regardless of any indulgences or
extensions previously granted. The waiver by the City or GCIHI of any breach of
this Agreement shall not be deemed a waiver of any subsequent breach of the
same nor shall any other term or condition of this Agreement be deemed to have
been waived by the City or GCIHI unless such waiver is in writing and signed by
the City or GCIH I.
e. Any and all defaults declared by the City shall be final and binding upon GCIH I,
provided, however, that if GCIH 1 receives a default notice but in good faith
denies that it is in default (in whole or in part) GCIHI may prevent the City from
exercising the rights or remedies set forth in this article by taking the following
steps:
1. GCIH 1 shall remedy that part of the default as to which there is no
dispute within the time allowed by Section 6.04.b.
2. As to the disputed part of the default, the GCIH l shall either:
Remedy the alleged default within the time allowed by Section
6.04(b) with full reservation of the GCIH 1's right to recover
from the City the amount paid and costs incurred by GCIH1 if
it is ultimately determined that a default did not exist, or
i► Furnish the City within the time allowed by Section 6.04(b)
with security approved by the City as adequate in amount to
cure the default if a default is ultimately determined to exist,
provided that the City may not withhold the approval
unreasonably. The security shall consist of cash, obligations of
the United States (or any agency thereof), or certificates of
deposit issued by a national bank and shall be held by a
national bank approved by the City as agent or custodian for
the parties.
f. If the City is compelled or elects to pay any sum of money or do any acts that
require the payment of money by reason of GCIH1's failure or inability to
perform any of the provisions of this Agreement after passage of any notice and
cure period provided under any other provisions of this Agreement. GCIH 1 shall.
Economic Development Agreement. Page 18
within fifteen (15) days of the demand therefor, reimburse the City for such
reasonable, actual sums, and all such sums shall bear interest at the Default Rate
(as defined below) from the date of expenditure until the date of such
reimbursement. Other sums payable under this Agreement that are not paid by
GCIH 1 when due shall bear interest at die same rate from and after the payment
due date until the date the City receives payment thereof. The Default Rate as
used herein shal I be twelve percent (12 %) per annum.
g. In the event of a default by the City, GCIH 1 shall give the City written notice of
the defaults and the City shall have thirty (30) days in which to cure such default,
or, if the default is not reasonably susceptible of being cured within the thirty (30)
day period, commence curative work within the thirty (30) day period and
prosecute it to completion with diligence.
h. Notwithstanding anything to the contrary contained in this Agreement, neither
party shall be deemed in violation of this Agreement if it is prevented from
performing any of the obligations hereunder and the time for performance shall be
automatically extended by the period the party is prevented from performing its
obligations hereunder. "Force Majeure" means any (a) strike, lock -out or other
labor troubles, (b) failure or shortage of electrical power, gas, water, fuel oil, or
other utility or service, (c) riot, war, insurrection or other national or local
emergency, (d) accident, flood, fire or other casualty, (e) other act of God, or (f)
other cause similar to any of the foregoing and beyond the control of the person in
question.
6.05 No Arbitration. Notwithstanding anything to the contrary contained in this Agreement,
the City and GCIH 1 hereby agree that no claim or dispute between the City and the
GCIH 1 arising out of or relating to this Agreement shall be decided by an), 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 City
is subjected to an arbitration proceeding notwithstanding this provision, GCIH1 consents
to be joined in the arbitration proceeding if the GCIH1's presence is required or requested
by the City for complete relief to be recorded in the arbitration proceeding.
6.06 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
GCIH 1.
6.07 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.
Economic Development Agreement. Page 19
6.08 Binding Effect. This Agreement shall be binding on and inure to die benefit of the parties
and their respective successors and assigns.
6.09 Assignment. Except as otherwise provided in this Agreement, GCIH l may not assign all
or part of its rights and obligations to a third party without prior written approval of the
City.
6.10 Notice. Any notice and /or statement required or permitted to be delivered shall be
deemed delivered by actual delivery, by e-mail with electronic receipt 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:
GCIH1:
Goose Creek IH 1, LLC
Attn: Chris Presley
P.O. Box 239
Baytown, TX 77522
Email: chrispresley, verizon net
With copies to:
Coats I Rose
Attn: Tamea A. Dula
3 Greenway Plaza, Suite 2000
Houston, TX 77046
Email: tdula((-i:coatsrosc.com
Philip W. Boyko
4615 Southwest Freeway, Suite 600
Houston, Texas 77027
Email: pbovko2(4)aol.com
CITY:
City of Baytown
Attn: City Manager
2401 Market Street
Baytown, Texas 77520
Email: citymanager @baytov%m.org
Economic Development Agreement. Page 20
With copy to:
City of Baytown
Attn: City Attorney
2401 Market Street
Baytown, Texas 77520
Email: legal a baytown.org
Either party may designate a different address at any time upon written notice to the other
Ply-
6.11 Inten2retation. 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.
6.12 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.
6.13 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.
6.14 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.
6.15 No Third Party- Beneficiaries. This Agreement is not intended to confer any rights,
privileges or causes of action upon any third party.
6.16 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 the Property, Project or the design, construction or operation of any,
portion of the Project.
6.17 Right to Inspect Proiect/Property. The City has the right to inspect the Property and the
improvements thereon at all reasonable times during the period of this Agreement to
ensure compliance with the terns and conditions of this Agreement.
Economic Development Agreement. Page 21
6.18 Exhibits. The following Exhibits "A," "B," and "C" are attached and incorporated by
reference for all purposes.
Exhibit "A ": Depiction of the Project, including floor plan
Exhibit "B ": Description of the Property
Exhibit "C ": Rental Payment Schedule
6.19 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.
6.20 Release. GCIHI 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, including the cost of defense thereof, for any injury to
or death of any person (whether they be either of the parties hereto, their employees, or
other third parties) and an), loss of or damage to property (whether the property be that of
either of the parties hereto, their employees, or other third parties) that is caused by or
alleged to be caused by, arising out of, or in connection with GCIH l'S work to be
performed hereunder. This release shall apply with respect to GCIHI's work regardless
of whether said claims, demands, and causes of action are covered in whole or in part by
insurance.
6.21 Attorneys' Fees. In the event an), legal action or proceeding is commenced between the
City and GCIH 1 to enforce provisions of this Agreement and recover damages for
breach, the prevailing party in such legal action shall be entitled to recover its reasonable
attorney's fees and expenses incurred by reason of such action, unless prohibited by law.
6.22 Agreement Read. The parties acknowledge that they have read, understand and intend to
be bound by the terms and conditions of this Agreement.
6.23 Multiple Originals. It is understood and agreed that this Agreement may be executed in
a number of identical counterparts each of which shall be deemed an original for all
purposes.
6.24 Authority to Execute. Each of the parties represents to the other that the person signing
this Agreement has full authority to do so, and that upon execution on behalf of both
parties, this Agreement will be enforceable against each part), hereto, to the maximum
extent permitted by law.
Economic Development Agreement. Page 22
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year opposite their signatures.
GOOSE CREE H 1, LLC
By
CHRIS PRESLEY
Manager
Date: — J— %tq
CITY OF BAYTOWN
Date:
STATE OF TEXAS
COUNTY OF HARRIS
GARRISON C. BRUMBACK
City Manager
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.
2010.
SUBSCRIBED AND SWORN before me this Jay of kra
'
AOSA S CUELLAR
Nftry Public
8fab of Texas
Nt Cttlatla. Eion 06.24.2011
Economic Development Agreement. Page 23
Not Public in and for the State of Texas
STATE OF TEXAS §
COUNTY OF HARRIS §
Before me on this day personally appeared Garrison C. Brumback, City Manager of the
CITY OF BAYTOWN, on behalf of such Texas municipality, 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 and in the capacity therein stated.
2010. SUBSCRIBED AND SWORN before me this day of
Notary Public in and for the State of Texas
R :1Karen\Files\Contracts\Presley 380 Agrecment lFINALAGREEMEN1'AFTERBIDD1NG.doe
Economic Development Agreement. Page 24
Exhibit "A"
v
CMERCIAL SPACE
I OR - I BAN
A7RM
I OR - 1504
E-=
I OR - I PATH
II
J.:
RM
I BR - I BAN
I BR • I BATH
MR - I BATH
FIRST FLOOR PLAN
100 W. TEXAS AVE.
!t
CAMPUS SQUARE NAVE- I
Exhibit "A"
JRAI
1..:1.,...._ .
l.� 1..:1.1...1::.
:.Y J;11�• 1..•,
1• _ :• Illy 'la
SECOND FLOOR PLAN!
CAMPUS SQUARE - PHASE I
PI
t
fq
Exhibit "B"
FIELD NOTE DESCRIPTION
1.274 ACRES
Being a 1.274 acre tract or parcel of land situated in the Harvey Whiting Survey, Abstract Nu.
840, Harris County, Texas, and being all of Block 2 of Pruett Estate Subdivision No. 2, a
subdivision situated in Harris County, Texas, according to the map or plat thereof recorded in
Volume 35 Page 55 of the Map Records of Harris County, Texas, and being more particularly
described by metes and bounds as follows;
BEGINNING at a "X" set in concrete for the intersection of the west line of Felton Street, 6q feet
wide, and the north line of West Texas Avenue, 100 feet wide, for the southeast corner of said
Block 2 and the southeast corner of the herein described tract;
THENCE N 68 °4 POW W, along the north line of West Texas Avenue and the south line of said
Block 2, a distance of 300.00 feet, to a "X" set in concrete, for the intersection of cast line of
Hemphill Street, 60 feet wide, and the north line of West Texas Avenue, for the southwest corner
of said Block 2 and the southwest corner of the herein described tract;
THENCE N 21° 19'00" E, along the east line of Hemphill Street and the west line of said Block 2,
a distance of 185.00 feet, to a building corner found for the intersection of the south line of West
Dcfee Avenue, 60 feet ►vide, and the cast line of Hemphill Street, for the northwest corner of said
Block 2 and the northwest corner of the herein described tract;
THENCE S 63 °41'00" B, along the south line of Nest Defeo Avenue and the north line of said
Block 2, a distance of 300.00 feet to a 1!2" iron rod with plastic cap stamped "RPLS 4980" set for
the intersection of the south line of West Defeo Avenue and the west line of Felton Street for;the
northeast comer of said Block 2 and the northeast corner of the herein described tract;
THENCE S 2I °19'00" W, along the west line of Felton Street and the east line of said Block 2, a
distance of 185 feet, to the POINT OF BEGINNING, containing a calculated area of 1.274 acres
of land.
NOTE: This field note description is part of the plat of same date. The bearings shown hereon are
referenced to N 68 041100" W along West Texas Avenue.
m . McClellan
1 .L.S. NO. 4980
08- 06- 2008
rn
•Ca
.H
rl
rq
CZ)
Exhibit "C"
PnAley $346.030 `'; 20, yr aniza 15 yr lerm.arnual sits : `,
Compurd Pow: .bmual
':c.r:r:li;e7nst,t!
CASH FLOW DATA
Event
Date
Amount
Number Ponnd End Dalu
I Loan
6112010
346.000.00
1
2 Payment
611n01I
13,803.£3
15 Annual [1112025
3 Ptyrrcal
6'112025
179,492.68
I
AMORTIV%TION SCHEDULE
- Nornlnl Amonizalmn
Date
Payment
Inleres,
Pnncirml Ballrco
Loan E/In010
346.003.0(1
.010 Tcuir
O.CO
0.CO
0.60
i CIV-2011
13,803.60
3.460.00
10.343.68 335.656 K,
2011 ToLal::
13.803.(18
3, 42.0.00
10.343.08
2 Cl 112012
13.603.613
3.35G.5: G
10.47.12 325.209 20
:012 Tcmh
13.003.60
3.356.56
10.447 12
3 6112013
13.833.69
3.252.09
10.551.59 314,657 61
2013 Tout:
13.803.65
3.252.09
10.551.59
•1 611201:
13.803.69
3.146.50
10.657.10 301.000.51
:014 Tcu :s
13.603.69
3.146.58
10,657 10
5 6IV2015
13.603.69
3.040.01
10.763.67 293,2311.(1•.
2015 ToInl,.
13.803.60
3.0 440.01
10,763 67
G 0112016
13,603.68
2.932.37
10.071 31 282.365.53
2016 Twls
13.803.66
2.932.37
10.071 31
7 CliP_0:7
13.603.65
2.823.66
10.920.02 271.3115 51
201' Tc! !:.
13.603 E9
2.623.66
10,990 02
8 6,120112
13,803.68
2.713.011
11,089.82 260.295.69
016 TcLaV,
13.603.611
2.713.06
11.089.0?
9 61112019
13,603.65
2.602.9v
11.200.72 249.094 97
2319 Total.
13.603.66
2.602.96
11.200.7:
10 01112020
13.803.68
2.490.95
11.312.73 237.762. 24
2020 Totrds
13.803.60
2.490.95
11.312.73
11 @,1 .021
13,603 65
2,377.82
11.425.86 226.356 26
2021 Tcu! :
13.603.68
2.377.82
11.425.86
12 8:711'.022
13,803.811
2.263.5G
II71012 214.OIf1:ti
3022 Tol-i's
13.603.60
2.263.56
11,540.1_,
13 61112023
13.003.68
2.148.16
11.655.52 203,169.7.1
:023 Totas
13.603.60
2.148.16
11.655 52
1- t >'1ro_a
2024 Tom! - -,
13.603 GO
2.031,G'
11.772 0: 191.38L, G:
13.803.60
2.031.61
1 1.772.07
IS 6/1/2025
13.003.60
1,913.69
11.0079.79 179.49; Itf.
16 0112025 179.499.811
0.00 179.498.13!1 DO.",
2025 low. 193.302.EG
1.913.89 191.360 67
Gr.er ; T.:.;:, 326.55:
05
40,554.03 346.CG:� C:,