Ordinance No. 12,128ORDINANCE NO. 12,128
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
SUBJECT TO T14E APPROVAL OF THE BAYTOWN MUNICIPAL
DEVELOPMENT DISTRICT, AUTHORIZING AND DIRECTING THE CITY
MANAGER TO EXECUTE THE SECOND AMENDMENT TO THE CHAPTER 380
ECONOMIC DEVELOPMENT AGREEMENT AND LEASE WITH GOOSE CREEK
IH 1, LLC ( "GCItil "); SUBJECT TO THE APPROVAL OF FUNDING BY THE
BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT, AUTHORIZING AND
DIRECTING THE CITY MANAGER AND CITY CLERK TO EXECUTE AND
ATTEST TO A CHAPTER 380 ECONOMIC DEVELOPMENT AGREEMENT WITH
GOOSE CREEK IH 1, LLC, AND PAYMENT THEREFOR IN AN AMOUNT NOT TO
EXCEED FORTY THOUSAND AND NO /100 DOLLARS ($40,000.00); AND
PROVIDING FOR THE EFFECTIVE DATE THEREOF.
****************************************************** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * **
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS
Section 1: That subject to the approval of the Baytown Municipal Development District, the
City Council of the City of Baytown, Texas, hereby authorizes and directs the City Manager to execute
the Second 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: That subject to the approval of funding by the Baytown Municipal Development
District, the City Council of the City of Baytown hereby authorizes the City Manager to execute and the
City Clerk to attest to a Chapter 380 Economic Development Agreement with Goose Creek IH 1, LLC. A
copy of the agreement is attached hereto, marked Exhibit 'B," and made a part hereof for all intents and
purposes.
Section 3: That subject to the approval of funding by the Baytown Municipal Development
District, the City Council of the City of Baytown hereby authorizes payment in an amount not to exceed
FORTY THOUSAND AND NO /100 DOLLARS ($40,000.00) pursuant to the Agreement authorized in
Section 2 hereof.
Section 4: This ordinance shall take effect immediately from
City Council of the City of Baytown.
INTRODUCED, READ, and PASSED by the affirmative
Baytown, this the 13th day of December, 2012.
after its passage by the
City Council of the City of
Mayor
RdKerenWileskCity Council \Council Meeting PDF'st2012tDecember 13I2ndAmendment4GCIHIDevelopmcntAgreement &2ndDevelopmentAgeement.doc
Exhibit "A"
SECOND 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 Second Amendment ( "Second Amendment ") to that certain "Chapter 380 Economic
Development Agreement and Lease" (the "Agreement ") between GOOSE CREEK IH 1, LLC, a Texas
limited liability company ( "GCIH1 ") 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 GCIH 1'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 GCIH 1 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; and
WHEREAS, the Project, in which GCIH 1 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, the parties desire to amend the Agreement again to remove 0.29 acres from the
Property as defined therein in order for a new project under a new agreement be developed which will
promote economic development and stimulate business and commercial activity in the City;
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 Second Amendment shall have the same meanings as in the Agreement and the First
Amendment.
Second Amendment, Page l
2. Amendment.
a. Article I "Authority," Section 1.02 "GCIH 1's Authority" of the Agreement is hereby
amended to read as follows:
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.
b. Article VI "General terms," Section 6.18 "Exhibits" of the Agreement is hereby amended
to read as follows:
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
3. Entire Agreement. The provisions of this Second Amendment and the provisions of the
Agreement and the First 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 Second
Amendment and the provisions of the Agreement and/or the First Amendment, the provisions of
this Second Amendment shall control.
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 , 2012.
GOOSE CREEK IH 1, LLC
CHRIS PRESLEY
Manager
CITY OF BAYTOWN
Second Amendment, Page 2
ROBERT D. LEIPER
City 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 before me this day of , 2012.
Notary Public in and for the State of Texas
STATE OF TEXAS §
COUNTY OF HARRIS §
Before me on this day personally appeared Robert D. Leiper, 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.
SUBSCRIBED AND SWORN before me this day of , 2012.
Notary Public in and for the State of Texas
\ \cobfs0l\ legal \Karen\Files \Contracts\Presley 380 Agreement\ SecondAmendmentRedlineRevised 12042012.docx
Second Amendment, Page 3
Exhibit "A"
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FIRST FLOOR PLAN
100 W. TEXAS AVE.
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Exhibit "A"
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SECOND FLOOR PLAN
CAMFIJS SQUARE - FWAS� i
Exhibit "B"
F113LD NOTE DE- SCRIPTIOiq
1.274 A CIT-S
Reina ;c
1.274 "ere tract or parcel of land situated in the Harvey Milting Survey, Abstract Nd.
840, Harris County, Tcxus, and being it" Ofl31oc1:2 of Pruett Estate Subdivision No. 2, a
subdivision situated in Harris County, Texas, according to tlee map or plat thereof recorded in
Volume 35 Page. 55 of the I dap Records of ]-Tarns County, Texas. and bring more particularly
described by metes and bounds as follows;
BEGR- i 1I IG at a "X" set in concrete for the intersection of the West Iinc of Felton Street, 60 fret
wide, and the north line of Nest Tenets Avenue, 100 feet wide, for the soutltcast corner of said
Block 2 and the southeast corner of the herein described tract;
THENCE N 6S °41'00" W, along the north line of West Texas Avenue and the south line of said
Block 2, a distance of 300.00 feet, IOU "X"' set in concrete, for the intersection of east Iinc of
1I=01ill Street. 60 feet wide, and the nonit line of West Texts Avenue, for the southwest confer
of said Dlock 2 and tl :e southWast corner of the hercht described tract;
TfIENCE N 21 ° 19'00" E, along the cast line of HamphilI Street and the west line of said Block 2,
a distance of 185.00 fact, to a building corner found for the intersection of the south line: of'4�'est
Dc;CCC Avcnuc:, 60 feet wide, and the cast line of Hemphill Street, for the northwest corner of said
Black 2 and Ilse: northwest corner of die herein described tract;
TFIENCE S 6.3"41'00" E•, along the snutli line of West Defoe 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 49S0" set
the intersection of ilia Saudi line of West Defoe Avenaa and the west line of Felton Street for'thc r
northeast corner or said Block 2 and the northeast cornea of the herein described tract;
till THENCE S 21 1019100" W, along tllc west Hite of Felton Street and the east line of said Block 2. a
distance; of 185 fart, to the POPIT OF BEOPIN1NG, containing a calculated area of 1.271 acres
�) of land,
NOTE: This field note description is part of the plat of same date. The beari ngs shown hereon are
referenced to N 68011'00" W along West Texas Avenue:.
Save and Except the Following:
FIELD NOTES OF A TRACT OF LAND CONTAINING 0.29 ACRES SITUATED IN THE
HARVEY WHITING SURVEY, ABSTRACT 840, HARRIS COUNTY, TEXAS AND OU "r
OF BLOCK 2, PRUETT ESTATE SUBDIVISION NO. 21, A SUBDIVISION 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, ALSO
BEING THE SAME TRACT OF LAND CALLED 1.274 ACRES CONVEYED TO CITY OF
BAYTOWN BY DEED IN HARRIS COUNTY CLERK'S FILE NO.(S) 20100195784 OF THE
REAL PROPERTY RECORDS OF HARRIS COUNTY, TEXAS. SAID 0.29 ACRES BEING
MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
NOTE: THE CALLED BEARING AND THE MONUMENTS FOUND IN THE SOUTH
RIGHT -OF -WAY LINE OF WEST DEFEE AVENUE (60 FOOT RIGHT -OF -WAY) WERE
USED FOR THE BEARING BASIS DIRECTIONAL CONTROL LINE.
BEGINNING at an "x" in concrete, set, in the west right -of -way line of South Felton Street (60
foot right -of -way), the east line of said Block 2 and for the northeast corner of the herein
described tract, from which a %2" capped iron rod marked RPLS 4980, found, in the south right -
of-way line of said West Defee Avenue and the northeast corner of said Bock 2 bears
N 21 ° 19'00" E, a distance of 125.00 feet;
THENCE, S 21 ° 19'00" W, along the west right -of -way line of said South Felton Street and the
east line of said Block 2, a distance of 125.00 feet to a %2" capped iron rod marked H &H Land,
set, in the north right -of -way line of West Texas Avenue (100 foot right -of -way), the southeast
corner of said Block 2 and for the southeast corner of the herein described tract;
THENCE, N 68 041'00" W, along the north right -of -way line of said West Texas Avenue and
the south line of said Block 2, a distance of 100.00 feet to an "x" in concrete, set, being the
southwest corner of the herein described tract;
THENCE, N 21019'00" E, over and across said Block 2, a distance of 125.00 feet to an "x" in
concrete, set, being the northwest corner of the herein described tract;
THENCE, S 68 041'00" E, over and across said Block 2, a distance of 100.00 feet to the "Point
of Beginning" and containing 0.29 acres of land, more or less.
Exhibit "C"
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C,%S.4 FLOW DATA
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NumIn:r 6= G•r:;,c! i:c'.d 0.716+
1 Lo.m
6112010
3-;G.000.(Io
1
13.0O3.£s
t�` /h!IflI r;'i%202
0'16035
AM..ORTiZATION SCHEDULE
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0.60
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0*42011
13.803.Cf:
3.160.00
10.3.13.63 33S.656 3:'
2011 Total ::
13.803.68
3, �CO.CO
10,3.13.06.3
2 0'42012
13.603.63
3,35t;.5t3
60.::7.1' ?2� 209 263
:012 T emit .
13.603.100
3. 35
10,447 112
3 O1 013
13.E -+3.63
3.25:.00
10.551.59 31•:,657 61
x:113 6 01:,6 ;
13.80313
3.2:;2.09
10.551.5C.
•t 6110-014,
13.093.66
3,146 58
10,65 7.10 30•i3O!'b.a I
•.; .-• +:.::...
13.603.63
3.1-•6
5 01,7015
13.603.69
3.040.01
10.703.67 293,23t:.6w.
"r�15 Tot,c!•.
13.CD3.69
3.0 40.01
10.763 67
C 6I1241 G
13.603.63
2.932.37
10.87131 2$?. ?G5.ri ?.
=016 Tcl :Is
13,603.66
2.93.37
10.x71 31
E:'1i'L :7
T3. , 3.665
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10.920.0 ? 271.21~5 51
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2.713.86
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11,:00.72 249.Gi'•: W
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63.603 SG
2.6:42.9::
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13.003.68
2.450.95
i
2020 Toiab
13.1103.611
2.490.95
11,317..73
13,E33.t:a
:,277.62
11.425.86 22E.256
21.•21 Tot.•:!-.
1 3.633 -ca
2.377 8
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13 GIM2025
13.1303.0
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11.6355.52 203.1 GO. 7.1
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20 ^5 Tot., , t93.302.fG
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is
Exhibit "B"
CITY OF BAYTOWN / GOOSE CREEK IH 1, LLC
CHAPTER 380
ECONOMIC DEVELOPMENT AGREEMENT
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
( "GCIH1 ") and the CITY OF BAYTOWN, 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 a new structure for commercial
development at 650 W. Texas Avenue (the "Project "); and
WHEREAS, providing economic development assistance to GCIH 1 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 GCIH1 agree as follows:
I. 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 l's execution and performance of this Agreement constitutes a
valid and binding obligation of GCIH 1 to develop the Project on the Property.
II. Definitions
2.01 "Effective Date" is the date upon which the City Manager executes this Agreement.
Economic Development Agreement, Page 1
2.02 "Project" means the construction of a 1650 square foot commercial development and
related parking on the Property pursuant to Texas Local Government Code Chapter 380
to promote local economic development and stimulate business and commercial activity
within the City, as roughly depicted and approximated in Exhibit "A," which is attached
hereto and incorporated herein for all intents and purposes. The Project shall entail a
wood framed structure with approximately 10 -foot eave heights, a stucco fagade on W.
Texas Avenue and Felton Street, storefront windows, two (2) decorative roof cupolas,
and a small shade shelter attached to the building on the east side.
2.03 "Property" means the land located at 650 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 Term.
a. The term of this Agreement shall commence on the Effective date and end on the
earlier of:
1. five (5) years after receipt of Grant No. 2 as specified in Section 5.03.b or
2. ten (10) years after the Effective Date
(the "Term "), unless terminated sooner as provided in this Agreement.
b. It is expressly understood and agreed that should GCIH 1 fail to perform, prior to
the expiration or earlier termination of this Agreement, any obligation established
herein in order to receive (i) the refund as set forth in Section 5.02 and /or (ii) any
grant as set forth in Section 5.03, GCIH 1 shall no longer be entitled to receive the
refund and/or the grant and the City shall be relieved of all payment obligations
hereunder.
3.02 Damage or Destruction by Fire or Other Casualty.
a. If, during the Term, the Project is damaged or destroyed by fire, tornado, or other
casualty, regardless of its cause, GCIH1 must immediately give the City written
notice of the damage or destruction.
b. If, during the Term, a fire, tornado, or other casualty or other occurrence, whether
or 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, destroys, in
whole or in part, or damages the Project as determined by the City, then GCIH 1
shall rebuild the Project to the same or better condition it was in at the time of
such destruction or damage within one year of the destruction or damage. 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 l fails to
timely do so, GCIH I shall be deemed in default of this Agreement.
Economic Development Agreement, Page 2
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 effective as
of the date the condemning authority takes possession of the Property.
b. If less than all but more than fifty percent (50 %) of the Property 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, this Agreement will not terminate. If the
Agreement is not terminated pursuant to this subsection, GCIH 1 shall have the
obligation to prosecute diligently such work necessary for the commercial
development to operate on the Property and complete the same within a
reasonable period of time as determined by the City. If GCIH 1 fails to timely do
so, GCIH 1 shall be deemed in default of this Agreement.
IV. GCIH11s Obligations
4.01 Commitment to Develop.
a. GCIH1 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; and
2. Certificate of Completion for the dried -in building must be complete
within 365 calendar days of securing the first building permit.
Prior to any construction activity on the Property, GCIH 1 must submit to the City
properly sealed plans and specifications for written approval by the City's
Economic Development Agreement, Page 3
Director of Engineering and the City Manager. The City must approve of the
plans and specifications in writing prior to GCIH 1 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 if any is required, providing sealed
construction drawings; employing licensed professionals for those development
activities required to be made by a licensed professional pursuant to the Codes;
obtaining or causing to be obtained all required permits pursuant to the Codes;
obtaining and satisfying all required inspections; and obtaining a certificate of
completion for the Project within 365 calendar days of the issuance of the first
building permit.
C. Within 365 calendar days of the issuance of the first building permit, GCIH1 will
invest at least EIGHTY THOUSAND AND NO /100 DOLLARS ($80,000.00) in
the Project, and shall provide to the City proof of the same in a form that the City
may require.
4.02 Payment Obligations. _
a. Within thirty (30) days of the Effective Date of this Agreement, GCIH 1 shall pay
to the City via a cashier's check FORTY THOUSAND AND NO /100 DOLLARS
($40,000.00), which amount shall either be:
1. refunded by the City to GCIH 1 in accordance with the following schedule:
➢ TWENTY THOUSAND AND NO /100 DOLLARS ($20,000.00) after the
foundation for the Project has passed inspection as determined by the
City's Chief Building Official or his designee; and
➢ TWENTY THOUSAND AND NO /100 DOLLARS ($20,000.00) if
GCIH 1 obtains a certificate of completion within 365 calendar days from
issuance of the first building permit; or
2. either applied to GCIH1's payment should GCIH1 exercise its option to
purchase 700 W. Texas Avenue under the Chapter 380 Economic
Development Agreement and Lease between the City and GCIH1 having an
effective date of May 11, 2010, or retained by the City.
b. Delinquent payments of GCIH1 shall bear interest in accordance with Section
6.03.e.
C. GCIH 1 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.
Economic Development Agreement, Page 4
Such payment shall be made by GCIH1 directly to the taxing authority or to the
tax assessor /collector, as appropriate, and GCIHI shall provide evidence of
payment to the City within thirty (30) days after payment is made.
4.03 Maintenance. During the Term, GCIH1 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
GCIHI shall be done in a workmanlike manner.
4.04 Indemnity.
GCIH1 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
INVITEES' (THE 44GCIH1 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 GCIH1 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
Economic Development Agreement, Page 5
ANY SUCH INJURY, DEATH OR DAMAGE, AND /OR (II) THE
GCIH1 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.
4.05 Failure to Meet Obligations. In the event that GCIH1 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 6.03 below, the City may, at its option, terminate this
Agreement and GCIHI shall be obligated to refund all amounts received from the City
pursuant to Section 5.03 to the City within thirty (30) days of termination of this
Agreement.
V. City Obligations
5.01 Property Conveyance. As consideration for GCIH I's performance of its obligations under
this Agreement, the City shall convey the Property "as is" and "with all faults" to GCIH l
by a special warranty deed within thirty (30) days after receipt of the cashier's check
required from GCIHI pursuant to Section 4.02.a. Such special warranty deed shall
include the following disclaimers:
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 GCIH1 ACCEPTS SUCH
Economic Development Agreement, Page 6
PREMISES IN AN "AS IS" CONDITION, WITH ALL
FAULTS.
GCIH1, BY ITS EXECUTION OF THIS AGREEMENT
EXPRESSLY 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.
5.02 Refund. The City shall refund the amount tendered by GCIH 1 pursuant to Section 4.02.a
hereinabove in accordance with the following schedule:
➢ TWENTY THOUSAND AND NO/] 00 DOLLARS ($20,000.00) within thirty (30)
calendar days from the City's receipt of notice and verification from GCIH1 that the
foundation for the Project has passed inspection as determined by the City's Chief
Building Official or his designee; and
➢ TWENTY THOUSAND AND NO /100 DOLLARS ($20,000.00) within thirty (30)
calendar days from the City's receipt of notice and verification from GCIH 1 that
certificate of completion has been issued for the Project within 365 calendar days
from issuance of the first building permit.
5.03 Grants.
a. Grant No. 1. Within thirty (30) calendar days of (i) notice from GCIH I that it has
received a certificate of completion for its commercial structure and (ii)
verification provided by GCIH 1 that such certificate of completion was issued
within 365 calendar days from the issuance of the first building permit, the City
shall tender to GCIH 1 an economic development grant in the amount of
TWENTY THOUSAND AND NO /100 DOLLARS ($20,000.00).
b. Grant No. 2. Within thirty (30) calendar days of (i) notice from GCIH1 that over
50% of the square footage is leased for a period of at least two (2) years and (ii)
Economic Development Agreement, Page 7
verification provided by GCIH1 thereof in a form and manner satisfactory to the
City, the City shall tender to GCIH1 an economic development grant in the
amount of TWENTY THOUSAND AND NO 1100 DOLLARS ($20,000.00).
5.04 Utility Lines. Within thirty (30) days of a request therefor by GCIH1, the City at its own
cost and expense shall extend a six inch (6 ") sewer line and a six -inch (6 ") water line to
the edge of the right -of -way of W. Texas Avenue each at a point abutting the Property as
designated by GCIH I.
VI. General Terms
6.01 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 GCIH I.
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 GCIH1
for such payments or expenditures unless and until appropriation of said funds is
made; provided, however, that GCIH1, 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 6.01 and any other language
or covenant in this Agreement, this Section 6.01 shall control.
6.02 Mutual Assistance. City and GCIH1 will do the things commercially reasonable,
necessary or appropriate to carry out the terms and provisions of this Agreement.
6.03 Default.
a. The City shall have the right to declare GCIH 1 in default if GCIH 1:
1. Fails to make any 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 1; or
2. Defaults in the performance of any other obligation imposed upon GCIH 1
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 GCIH1 does not commence curative work within the thirty (30)
day period and prosecute the work to completion with diligence.
Economic Development Agreement, Page 8
b. Unless otherwise stated in this Agreement, if GCIHI commits a default, the City
shall give GCIHI a written notice specifying the default and GCIHI shall have
the following periods of time to cure the default:
In the case of a failure to pay money, GCIHI must remedy the default
within seven days from the receipt of the notice.
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, GCIHI understands and agrees to refund to the City that
portion of any economic development grant(s) tendered to GCIHI pursuant to
Section 5.03 of this Agreement based upon the following and the date of receipt
of each grant:
Default Time of
to be Refunded
Default within the First Year of Receiving a Grant
100%
Default within the Second Year of Receiving a Grant
80%
Default within the Third Year of Receiving a Grant
60%
Default within the Fourth Year of Receiving a Grant
40%
Default within the Fifth Year of Receiving a Grant
20%
Default after the Fifth Year of Receiving a Grant
0%
Such refund must be paid within thirty (30) days of receipt of written notice from
the City. Failure to remit the appropriate amount owed to the City of Baytown in
a timely manner shall result in not only interest at the rate established in Section
6.03.e being assessed on the delinquent amount but also liability for any resulting
collection costs incurred by the City. Additionally, the City shall have the right to
take further action necessary to collect amounts due and owing by GCIHI under
this Agreement. Should this Agreement be terminated in part based upon
GCIH1's default during Term, all GCIHI'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 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 GCIHI.
Economic Development Agreement, Page 9
e. Sums payable under this Agreement that are not paid by GCIH 1 when due shall
bear interest at the same rate from and after the payment due date until the date
the City receives payment thereof in full. The Default Rate as used herein shall
be twelve percent (12 %) per annum.
f. In the event of a default by the City, GCIH1 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.
g. 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.
6.04 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
GCIH1 arising out of or relating to this Agreement shall be decided by any 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 GCIH 1's presence is required or requested
by the City for complete relief to be recorded in the arbitration proceeding.
6.05 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
GCIH 1.
6.06 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.
6.07 Binding ffect. This Agreement shall be binding on and inure to the benefit of the parties
and their respective successors and assigns.
Economic Development Agreement, Page 10
6.08 Assignment. Except as otherwise provided in this Agreement, either party may assign all
or part of its rights and obligations to a third party without prior written approval of the
City.
6.09 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:
GCIH 1:
Goose Creek IH 1, LLC
Attn: Chris Presley
P.O. Box 239
Baytown, TX 77522
Email: chrispresleyaverizon.net
CITY:
City of Baytown
Attn: City Manager
2401 Market Street
Baytown, Texas 77520
Email: citymanager@baytown.org
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
party.
6.10 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.
6.11 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.
Economic Development Agreement, Page 11
6.12 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.
6.13 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.
6.14 No Third Party Beneficiaries. This Agreement is not intended to confer any rights,
privileges or causes of action upon any third party.
6.15 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.
6.16 Right to Inspect Project/Property. During the Term, 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 terms and conditions of this Agreement.
6.17 Exhibits. The following Exhibits "A" and "B" are attached and incorporated by reference
for all purposes.
Exhibit "A ": Depiction of the Project, including floor plan
Exhibit "B ": Description of the Property
6.18 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.
6.19 Release. GCIH 1 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 any loss of or damage to property (whether the property be that of
Economic Development Agreement, Page 12
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 1' 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.
6.20 Attorneys' Fees. In the event any legal action or proceeding is commenced between the
City and GCIH1 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.
6.21 Agreement Read. The parties acknowledge that they have read, understand and intend to
be bound by the terms and conditions of this Agreement.
6.22 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.
6.23 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 party hereto, to the maximum
extent permitted by law.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year opposite their signatures.
GOOSE CREEK IH 1, LLC
CHRIS PRESLEY
Manager
Date:
CITY OF BAYTOWN
0
Date:
Economic Development Agreement, Page 13
ROBERT D. LEIPER
City 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 before me this day of ,
2012.
Notary Public in and for the State of Texas
STATE OF TEXAS §
COUNTY OF HARRIS §
Before me on this day personally appeared Robert D. Leiper, 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.
2012.
SUBSCRIBED AND SWORN before me this day of ,
Notary Public in and for the State of Texas
R :1Karen\Files\Contracts\Presley 380 AgreementUnd AgreementRevised12072012.doc
Economic Development Agreement, Page 14
Exhibit "A"
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Exhibit "B"
FIELD NOTES OF A TRACT OF LAND CONTAINING 0.29 ACRES SITUATED IN THE
HARVEY WHITING SURVEY, ABSTRACT 840, HARRIS COUNTY, TEXAS AND OUT
OF BLOCK 2, PRUETT ESTATE SUBDIVISION NO. 27 A SUBDIVISION 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, ALSO
BEING THE SAME TRACT OF LAND CALLED 1.274 ACRES CONVEYED TO CITY OF
BAYTOWN BY DEED IN HARRIS COUNTY CLERK'S FILE NO.(S) 20100195784 OF THE
REAL PROPERTY RECORDS OF HARRIS COUNTY, TEXAS. SAID 0.29 ACRES BEING
MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
NOTE: THE CALLED BEARING AND THE MONUMENTS FOUND IN THE SOUTH
RIGHT -OF -WAY LINE OF WEST DEFEE AVENUE (60 FOOT RIGHT -OF -WAY) WERE
USED FOR THE BEARING BASIS DIRECTIONAL CONTROL LINE.
BEGINNING at an "x" in concrete, set, in the west right -of -way line of South Felton Street (60
foot right -of -way), the east line of said Block 2 and for the northeast corner of the herein
described tract, from which a %2" capped iron rod marked RPLS 4980, found, in the south right -
of -way line of said West Defee Avenue and the northeast corner of said Bock 2 bears
N 21101910W' E, a distance of 125.00 feet;
THENCE, S 21 ° 19'00" W, along the west right -of -way line of said South Felton Street and the
east line of said Block 2, a distance of 125.00 feet to a %2" capped iron rod marked H &H Land,
set, in the north right -of -way line of West Texas Avenue (100 foot right-of-way), the southeast
corner of said Block 2 and for the southeast corner of the herein described tract;
THENCE, N 68 041700" W, along the north right -of -way line of said West Texas Avenue and
the south line of said Block 2, a distance of 100.00 feet to an "x" in concrete, set, being the
southwest corner of the herein described tract;
THENCE, N 21 019'00" E, over and across said Block 2, a distance of 125.00 feet to an "x" in
concrete, set, being the northwest corner of the herein described tract;
THENCE, S 68 °41'00" E, over and across said Block 2, a distance of 100.00 feet to the "Point
of Beginning" and containing 0.29 acres of land, more or less.
Surveyed: November 16, 2012
1, Howard L. Martin, Registered Professional Land Surveyor No. 4078, do hereby certify that the
foregoing field notes were prepared from a survey made on the ground by me on the date shown
and that all lines, boundaries and landmff_kA-_aw-accurately described therein.
Howard L. Martin
R.P.L.S. No. 4078
b
1.9.90
Job No. 212318
Revised: 11/21/12
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fit 11
SECOND 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 Second Amendment ("Second Amendment") to that certain "Chapter 380 Economic
Development Agreement and Lease" (the "Agreement") between GOOSE CREEK IH 1, LLC, a Texas
limited liability company ("GCIH1") 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 GCIH1 '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; 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, the parties desire to amend the Agreement again to remove 0.29 acres from the
Property as defined therein in order for a new project under a new agreement be developed which will
promote economic development and stimulate business and commercial activity in the City;
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 Second Amendment shall have the same meanings as in the Agreement and the First
Amendment.
Second Amendment, Page 1
2. Amendment.
a. Article I "Authority," Section 1.02 "GCIH1's Authority" of the Agreement is hereby
amended to read as follows:
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.
b. Article VI "General terms," Section 6.18 "Exhibits" of the Agreement is hereby amended
to read as follows:
6.18 Exhibits. The following Exhibits "A," "B," and "C" are attached and incorporated
by reference for all purposes.
Exhibit "A":
Exhibit `B":
Exhibit "C":
Depiction of the Project, including floor plan
Description of the Property
Rental Payment Schedule
3. Entire Agreement. The provisions of this Second Amendment and the provisions of the
Agreement and the First 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 Second
Amendment and the provisions of the Agreement and/or the First Amendment, the provisions of
this Second Amendment shall control.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment in multiple copies,
each of which shall bp deemed t e an origin,n -but all of which shall constitute but one and the same
amendment, this Say of j- jiy,� Jl , 2012.
GOOSE CREEK$ 1, LLC
By:
CHRIS PRESLEY
Manager
CITY OF BAYTOWN
Second Amendment, Page 2
STATE OF TEXAS
COUNTY OF HARRIS
Before me on this day personally appeared Chris Presley, in his capacity as Manager of Goose
Creek 1H 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 before me this II 4$.day of Der•beir , 2012.
JAN HERRING-SEELEY
Nolery Public, State of Texas
COIAfAIttIAA ispIttt MAY 28, f13
STATE OF TEXAS
COUNTY OF HARRIS
tary Public in and fo the State exas
Before me on this day personally appeared Robert D. Leiper, 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.
SUBSCRIBED AND SWORN before me this /day of �(� (��� }� , 2012.
Notary Public in and foYthe State of Texas
\\cobfs0lMegal\Karen\Files\Contracts\Presley 380 Agreement \SecondAmendmentRedlineRevised12042012.docx
Second Amendment, Page 3
Exhibit "A"
CAI- ePAO
ATT2 i1
I BR - I BATH
1
IBR-IBATH
IBR-IBATH
1 -IBATH
FIRST FLOOR PLAN
100 W. TEXAS AVE.
ii
CAMPUS SQUARE - PHASE I
Exhibit "A"
CsARICIE 5EL.011
2 BR - MAIN
I ER - MATH
2 ei2 - I BAN
2 BR - I BAD 4
2 ER - I BAN
2 EA - I BATA
. - .
SECOND FLOOR PLAN
CAMPUS SQUARE - PHASE I
ij
iJ
lii
el
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 No.
840, Ilarris County, Texus, and being all of Block 2 of Prucu Estate Subdivision No. 2, a
•
subdivision situated in Harris County, Texas, according to d►e map or plat thereof recorded in
Volume 35 Page 55 of the Map Records of Harris County, Texas, and being more particularly
described by motes and bounds as follows;
BEGJ NNT1G at a "X" set in concrete for the intersection of the west line of Felton Street, 60 feet
wide, and the north line of Wcst Texas Avenue,100 feet wide, for the soudtcast corner of said
Block 2 and the southeast corner of the herein described tract;
THENCE N 68°41'00" W, along the north line of Wcst 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 ()feast lint of
Hemphill Street, 60 feet wide, and the north line of Nest Tcsas Avenue, for the southwest comer
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,
i I a distance of 185.00 feet, to a building corner found for the intersection of the south line of West
Defoe Avenue, 60 feet wide, and the cast line of Hemphill Street, for the northwest comer of said
('1 Block 2 and the northwest comer of the herein described tract;
(1
1 THENCE, S 6S°4 I'00" 11, along the south line of West Defoe Avenue and the north line of said
Black 2, a distance of 300.00 feet to a 1/2" Iron rod with plastic cap stamped "RPLS 49S0" set for
(ej `1 the intersection of the south line of Wcst Dace Avenue and the west tine of Felton Street for the
northeast corner ot'said Block 2 and the northeast corner of the herein described tract;
THENCE S 2I°19'00" W, along the west litre ofFelton Street and the east lino of said Block 2, a
distance of 185 feet, to the POI 1T OF BEOINNING, containing a calculated arca 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°4I1'00" W along Wcst Texas Avenue.
Save and Except the Following:
FIELD NOTES OF A TRACT OF LAND CONTAINING 0.29 ACRES SITUATED IN THE
HARVEY WHITING SURVEY, ABSTRACT 840, HARRIS COUNTY, TEXAS AND OUT
OF BLOCK 2, PRUETT ESTATE SUBDIVISION NO. 2, A SUBDIVISION 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, ALSO
BEING THE SAME TRACT OF LAND CALLED 1.274 ACRES CONVEYED TO CITY OF
BAYTOWN BY DEED IN HARRIS COUNTY CLERK'S FILE NO.(S) 20100195784 OF THE
REAL PROPERTY RECORDS OF HARRIS COUNTY, TEXAS. SAID 0.29 ACRES BEING
MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
NOTE: THE CALLED BEARING AND THE MONUMENTS FOUND IN THE SOUTH
RIGHT-OF-WAY LINE OF WEST DEFEE AVENUE (60 FOOT RIGHT-OF-WAY) WERE
USED FOR THE BEARING BASIS DIRECTIONAL CONTROL LINE.
BEGINNING at an "x" in concrete, set, in the west right-of-way line of South Felton Street (60
foot right-of-way), the east line of said Block 2 and for the northeast corner of the herein
described tract, from which a %" capped iron rod marked RPLS 4980, found, in the south right-
of-way line of said West Defee Avenue and the northeast corner of said Bock 2 bears
N 21°19'00" E, a distance of 125.00 feet;
THENCE, S 21 °19'00" W, along the west right-of-way line of said South Felton Street and the
east line of said Block 2, a distance of 125.00 feet to a %" capped iron rod marked H&H Land,
set, in the north right-of-way line of West Texas Avenue (100 foot right-of-way), the southeast
corner of said Block 2 and for the southeast corner of the herein described tract;
THENCE, N 68°41'00" W, along the north right-of-way line of said West Texas Avenue and
the south line of said Block 2, a distance of 100.00 feet to an "x" in concrete, set, being the
southwest corner of the herein described tract;
THENCE, N 2l°19'00" E, over and across said Block 2, a distance of 125.00 feet to an "x" in
concrete, set, being the northwest corner of the herein described tract;
THENCE, S 68°41'00" E, over and across said Block 2, a distance of 100.00 feet to the "Point
of Beginning" and containing 0.29 acres of land, more or Tess.
Exhibit "C',
::.r:.!.•;• - 1C.2:o 1':', y' a n:a:t 15 yr:,:nr:,.u•.:n.Jl; ^'.t:,
':oni; fuel Pi r ..P• Annual
CASH FLOW DATA
LLcf':
1 Linn
P:r, •Trent
Pa.,tt:c" 1
0:114.! Arn:.L•'11
6/1/2010 3-16.Cao.00
Eli/2011 11CO3,C
c'1r20:_ 179.426.56
tit:niP:r Per,:,:I Er.tl Dale
A? 1017TIZATIUN SCHEDULE • t:onnel Amanizat:cn
C:,su Payment Interes:
Loan 51112C10
_:,10 Tc:.'t 0.CG 0.CU
13.Eo3.GB 3.-160.00
2011 Total:: 13.803.68 3,460.60
2 f.'1/2012 13.632.6a 3.3:6.:-.:6
:012 Tc::11. 13.603.60 3.356.55
3 6! I/20l3 13.633.63 3.2522 09
313 Tota: , 13.603.69 3,252.09
4 611,2201 : 13.093.69 3.146 56
13.603.63 3,146 56
5 Ci1,2015 13.633.65 3.040.01
2.315 Tot:11•. 13,803.69 3,040,01
C 6:1 2016 13,E03.65 2.932.37
2016 T1:1:1L• 13,803 66 2,932.37
15 A•nrur,,l E tr, 025
1
Principal GaWr.cn
3�G,0::1.Cu
0.1,7
10.343.65 335,656 '32
10.343.66
10.447.12 225.250 20
10,447 12
10.551.60 314.657 (,t
10,551.5C.
10457.10 304,GC0.51
10,657 10
10.7E3.67 293,236.1>4
10,763 67
10.671 31 25,365.52.
10,871 31
E9i"2:: 7 13.633 65 2,523.86 10.9E0.02 271.255 51
7.: • Ten:, :3.:03 EU 2.523.66 10.920 C
rl tV112016 13.503.6E1 2313.65 I1,0134,e 2E0,205.511
2:116 Tc1;4, 13,603.6'i 2,713.CG 11.009.6?
1' 1l2019 13.E03.65 2.602.56 11.200.72 249.6114 97
.15 Tctal', 13,603 56 2.602 55 11.200.72
10 Gr1/332' 13.603.6 2..153.95 11.312.73 237,762.24
2020 Toi;,l : 13,803.0 2.450.95 11.312.73
'Ir.:021 13,1133 6b 2.377.67 11,425.86 226.2:
2621 Tou' . 13,E33411 2,377 82 1 1,.12 5.8 ,
12 t•'1r20:: 12.632.f6 :263 5C+ 11.5411
u_ To:a'c 13,633.60 2.263.56 11.5 0.12
13 5/1/2023 1213.603.E0 2,1 E1.16 11,655.52 203.169.74
:071 Tot 13.603.66 2.140 10 11,655 5 2
1•1 ���: v_ 13.ou3 C•ii 2.031 G: 11,'72 07 191.1ti•V t..
::li?: TnLr:•. 13.003. Cif 2.031.51 11,77 .07
15 i'1/:0_5 :3,003.Gn
1f t''1/20?5 179, :99.Cn
2025 Tot., . 103,2021"G
1.913 u i 11,1i11'J.71i
0.110 170,495.C:'• U 1 :•
1,91.7.E9 191.3611 6/