Ordinance No. 14,612ORDINANCE NO. 14,612
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND
THE CITY CLERK TO ATTEST TO THE THIRD AMENDMENT TO THE
CHAPTER 380 ECONOMIC DEVELOPMENT AGREEMENT WITH SAN JACINTO
RETAIL ASSOCIATES, LLC; MAKING OTHER PROVISIONS RELATED
THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That the City Council of the City of Baytown hereby authorizes and directs the
City Manager to execute and the City Clerk to attest to the Third Amendment to the Chapter 380
Economic Development Agreement with San Jacinto Retail Associates, LLC. A copy of the amendment
is attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes.
Section 2: This ordinance shall take effect immediately from and after its passage by the
City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Co ncil of the City of
Baytown this the 10`I' day of December, 2020. 1 I
BRANDON CAPETILLO, Mkyor
ATTAT: . A
LE ICIA BRYSCH, City Cle k .4 5e•,�/l
APPROVED AS TO FORM:
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KAREN L. HORNER, City Attorney
R: Karen Horner\Documents%Files City Council Ordlnances\20MDecember 10%3rdAmendment2380EconomicDevelopmentAgreementOrdtnance4Mall doc
Exhibit "A"
THIRD AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENT
STATE OF TEXAS
COUNTY OF HARRIS
This Third Amendment to Economic Development Agreement ("Third Amendment") is
made and entered into to be effective as of 2020 (the "Third Amendment
Date"), by and between THE CITY OF BAYTOWN, a Texas home -rule municipal corporation
("City"), and SAN JACINTO RETAIL ASSOCIATES, LLC, a Texas limited liability company
("Developer").
A. City and Developer entered into that certain Economic Development Agreement
dated July 2, 2015, as amended by that certain First Amendment to Economic Development
Agreement dated effective as of August 13, 2018, and that certain Second Amendment to
Economic Development Agreement dated effective as of March 29, 2019 (collectively, the
"Agreement"), for the purposes of providing certain incentives and financial assistance from the
City to the Developer in exchange for Developer's acquisition and development of certain real
property located within the City as further detailed in the Agreement.
B. City and Developer desire to amend the Agreement as set forth herein to continue
their efforts in developing the Property to create a premier mixed -use real estate destination.
Now, therefore, for and in consideration of the mutual covenants contained herein, and
other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged and confessed, Developer and City agree as follows:
l . Section 4.01 "Default; Remedies" of the Agreement is hereby deleted in its entirety
and replaced with the following:
4.01 Default: Remedies. A default under this Agreement shall occur upon the
failure of a Party to perform any obligation or act, or keep any covenant,
required of such Party by the provisions of this Agreement, or a violation
or breach of any of the terms or provisions of this Agreement by a Party.
Any Party to this Agreement that believes that the other Party to this
Agreement has defaulted in the performance of any condition, term,
covenant or obligation owed to that Party under this Agreement shall give
written notice of the default to the defaulting Party, specifying in detail the
provision or provisions of this Agreement that have allegedly been breached
and what specific action must be taken to cure or correct the default. Should
the Party receiving the notice fail to cure the default within thirty (30) days
or such longer period as may be allowed by the non -breaching Party, the
non -breaching Party shall have the right to enforce this Agreement by
exercise of any and all legal and/or equitable remedies to which such Party
is entitled under this Agreement or under applicable laws including, without
limitation, commencing an action for specific performance, breach of
Third Amendment, Page I
contract or termination of this Agreement. No waiver of any default shall
be construed as a waiver of any preceding or succeeding default of the same
or any other covenant, or condition of this Agreement.
2. Amendment. This Third Amendment may not be modified, amended or terminated
nor any of its provisions waived except by written agreement signed by Developer and City. As
amended hereby, the Agreement shall remain in full force and effect, enforceable in accordance
with its terms.
3. Construction. In the event of any inconsistency or conflict between this Third
Amendment and the Second Amendment, the First Amendment, or the Agreement, the terms of
this Third Amendment shall control. All capitalized terms not otherwise defined herein shall have
the same meaning as ascribed to them in the Agreement.
4. Governing Law. This Third Amendment shall be governed by and construed in
accordance with the laws of the State of Texas.
5. _Counterparts: Signatures. This Third Amendment may be executed in
counterparts. All executed counterparts shall constitute one agreement, and each counterpart shall
be deemed an original. Electronic signatures, facsimile signatures or signatures transmitted by
electronic mail in so-called "pdf' format shall be legal and binding and shall have the same full
force and effect as if an original of this Third Amendment had been delivered. Developer and City
(i) intend to be bound by the signatures (whether original, faxed or electronic) on any document
sent by facsimile or electronic mail, (ii) are aware that the other party will rely on such signatures,
and (iii) hereby waive any defenses to the enforcement of the terms of this Third Amendment
based on the foregoing forms of signature.
The parties have executed this Third Amendment to be effective as of the Third
Amendment Date.
CITY:
THE CITY OF BAYTOWN,
a Texas home -rule municipal corporation
By: _,
Name:
Title:
Third Amendment, Page 2
DEVELOPER:
SAN JACINTO RETAIL ASSOCIATES, LLC,
a Texas limited liability company
By: FidOak SJM Associates, LLC,
a Texas limited liability company,
its Manager
By: FRP San Jacinto Retail Associates, LLC,
a Texas limited liability company,
its Manager J_-
Alar
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Third Amendment, Page 3