HomeMy WebLinkAboutPR 24270: EDC, PERFORMANCE AGREEMENT WTIH CGLR PROPERTIES, LLC c
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PORT*ARTHUR
O\OMIC I/I'.C I'.I.ONMRNT CORPORA I IO\
MEMORANDUM
Date: April 24, 2025
To: Honorable Mayor and Members of the City Council of Port Arthur
Through: Ronald Burton, Port Arthur City Manager
From: Terry Stokes, PAEDC Chief Executive Officer
RE: Proposed Resolution No. 24270 regarding an Economic Development Performance
Agreement between the Port Arthur Economic Development Corporation and
CGLR Properties, LLC for an amount not to exceed $400,000.00; Funds available
in EDC Account No. 120-80-625-5478-00-00-000
Introduction:
The intent of this Agenda Item is to seek the City Council's approval of an Economic
Development Performance Agreement between the Port Arthur Economic Development
Corporation and CGLR Properties, LLC for an amount not to exceed$400,000.00
Background:
CGLR Properties, LLC has presented a qualifying application to the PAEDC for an incentive
toward the renovation of an existing building located at 2545 Lakeshore Dr. in Port Arthur for
the purpose of the relocation of CGLR's corporate office and other commercial office space. The
PAEDC has approved offering a performance based incentive in an amount not to exceed
$400,000.00 based on capital improvement and job creation. CGLR Properties, LLC has agreed
to continue conducting its business operations in Port Arthur during the term of the incentive
contract and promises to employ two (2) additional employees that are Port Arthur residents.
Budget Impact:
$400,000.00
Recommendation:
It is recommended that the City Council approve an Economic Development Performance
Agreement between the Port Arthur Economic Development Corporation and CGLR Properties,
LLC.
P. R. No. 24270
4/24/2025 TS
RESOLUTION NO.
A RESOLUTION APPROVING AN ECONOMIC
DEVELOPMENT PERFORMANCE AGREEMENT BETWEEN
THE PORT ARTHUR ECONOMIC DEVELOPMENT
CORPORATION AND CGLR PROPERTIES, LLC IN AN
AMOUNT NOT TO EXCEED $400,000.00; FUNDS AVAILABLE
IN EDC ACCOUNT NO. 120-80-625-5478-00-00-000
WHEREAS, the City Council of the City of Port Arthur deems it in the public interest to
authorize the Port Arthur Economic Development Corporation (the "PAEDC") to enter into an
Economic Development Performance Agreement(the"Agreement")with CGLR Properties, LLC
("CGLR"); and
WHEREAS, PAEDC has reviewed CGLR's incentive application, accompanying
financial statements, and proposals for capital investment and job creation as a result of the
renovation of an existing building located at 2545 Lakeshore Dr. in Port Arthur for the purpose of
the relocation of CGLR's corporate office and other commercial office space; and
WHEREAS, the PAEDC Board of Directors and its legal advisors have concluded that
CGLR's proposed project qualifies as a Type 4A economic development project as set forth in the
Economic Development Act; and
WHEREAS, PAEDC agrees to a conditional incentive to CGLR in the amount of
$400,000.00; and
WHEREAS, in consideration of the Agreement, CGLR shall be obligated to achieve a
total capital investment of$985,500.00 plus the creation of two jobs to be filled by Port Arthur
residents and maintained over a three-year term; and
WHEREAS,CGLR has reviewed and approved the Agreement attached hereto as Exhibit
«A,f.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PORT ARTHUR, TEXAS:
Section 1. That the facts and opinions in the preamble are true and correct.
Section 2. That the City Council of the City of Port Arthur authorizes the Port Arthur
Economic Development Corporation to enter into the Economic Development Performance
Agreement with CGLR Properties, LLC, and the President and Secretary of the PAEDC are
authorized to sign the Agreement in substantially the same form attached hereto as Exhibit"A".
Section 3. That a copy of the caption of this Resolution shall be spread upon the Minutes
of the City Council.
READ, ADOPTED AND APPROVED on this day of A.D., 2025,
at a Meeting of the City Council of the City of Port Arthur, Texas, by the following vote: AYES:
Mayor
Councilmembers
NOES:
#1370989 Page 2
Thurman Bartie,Mayor
ATTEST:
Sherri Bellard, City Secretary
APPROVED:
Terry Stokes,PAEDC CEO
APPROVED AS TO FORM:
Stanley Springerley, PAEDC Atto ney
APPROVED AS TO FORM:
Roxann Pais Cotroneo, City Attorney
APPROVED AS TO AVAILABILITY OF FUNDS:
4404 -ndeND
Lynda Boswell, Finance Director
#I370989 Page
Exhibit "A"
ECONOMIC DEVELOPMENT PERFORMANCE AGREEMENT
CGLR PROPERTIES LLC.
This Performance Agreement (this "Agreement") is entered into to be effective as of the
Effective Date (as defined in Article III below), by and between the Port Arthur Economic
Development Corporation, located in Jefferson County, Texas, a Texas non-profit industrial
development corporation under the Development Corporation Act and governed by TEX. Loc.
Gov. CODE chapters 501, 502 and 504 and the Texas Non-Profit Corporation Act (the "Act")
(hereinafter called "PAEDC"), created by, and for the benefit of the City of Port Arthur, Texas
(hereinafter the called the "City"),and CGLR Properties LLC,a corporation registered in the state
of Texas and authorized to do business in the State of Texas (hereinafter called "Company"; the
PAEDC and the Company collectively known as the"Parties"to this Agreement).
RECITALS
WHEREAS, the Texas Local Government Code, Title 12, Subtitle Cl, (the "Act")
authorizes a development corporation to fund certain projects as defined by the Act and requires
development corporations to enter into performance agreements to establish and provide for the
direct incentive or make an expenditure on behalf of a business enterprise under a project; and
WHEREAS, Section 501.158 of the Act requires a performance agreement to provide at a
minimum for a schedule of additional payroll or jobs to be created or retained and capital
investment to be made as consideration for any direct incentives provided or expenditures made
by a corporation under an agreement and to specify the terms under which reimbursement will be
made if the business enterprise does not meet the performance requirements specified in the
agreement; and
WHEREAS,the Company is seeking to expand by renovating an existing building located
within the City of Port Arthur ("Facility") by undertaking property acquisition and new capital
improvements while also committing to a minimum capital investment of$985,500.00 for said
property acquisition and new capital improvements for Company operational purposes; and
WHEREAS,the Company also intends to create an additional two (2) full-time jobs with
an average annual salary of$80,000; and
WHEREAS, the Company is seeking a Performance-Based Cash Incentive from the
PAEDC to help offset certain costs associated with its proposed Facility and additional payroll;
and
WHEREAS, the PAEDC desires to provide funding to the Company pursuant to the
Performance-Based Cash Incentive ("PBC Incentive"), as an incentive for the new improvements
and payroll to be undertaken by Company; and
WHEREAS,the Parties are executing and entering into this Agreement to set forth certain
terms and obligations of the Parties; and
WHEREAS, the Parties recognize that all agreements of the Parties hereto and all terms
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and provisions hereof are subject to the laws of the State of Texas and all rules, regulations and
interpretations of any agency or subdivision thereof at any time governing the subject matters
hereof; and
WHEREAS,the Parties agree that all conditions precedent for this Agreement to become
a binding agreement have occurred and been complied with, including all requirements pursuant
to the Texas Open Meetings Act and all public notices and hearings; if any, have been conducted
in accordance with Texas law; and
WHEREAS, on the Effective Date, the commitments contained in this Agreement shall
become legally binding obligations of the Parties.
NOW,THEREFORE,in consideration of the mutual covenants,benefits and agreements
described and contained in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and further described herein,the Parties
agree as follows:
ARTICLE I
RECITALS
1. Recitals. The recitals set forth above are declared true and correct by the Parties
and are hereby incorporated as part of this Agreement.
ARTICLE II
AUTHORITY AND TERM
1. Authority. The PAEDC's execution of this Agreement is authorized by the Act and
constitutes a valid and binding obligation of the PAEDC upon approval by the PAEDC and the
City of Port Arthur. The Company's execution of this Agreement is authorized by the appropriate
authority and constitutes a valid and binding obligation of the Company.
2. Term. This Agreement shall become enforceable upon the Effective Date,
hereinafter established,and shall continue until the Expiration Date,hereinafter established,unless
terminated sooner or extended by written mutual agreement of the Parties in the manner provided
for herein.
3. Purpose. The purpose of this Agreement is to formalize the agreements between
the Company and the PAEDC and specifically state the covenants and representations of the
Parties, and the incentives associated with the Company's commitment to abide by the provisions
of the Act and to abide by the terms of this Agreement which has been approved by the PAEDC
and the Company as complying with the specific requirements of the Act. It is expressly agreed
that this Agreement constitutes a single transaction.
4. Administration of Agreement. Upon the Effective Date,the PAEDC delegates the
administration and oversight of this Agreement to the Chief Executive Officer of the PAEDC.Any
proposed amendments to the Agreement shall require the approval of the Board of Directors of the
PAEDC.
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ARTICLE III
DEFINITIONS
As used in this Agreement, the following terms shall have the meanings ascribed below.
All undefined terms shall retain their usual and customary meaning as ascribed by common and
ordinary usage.
"Bankruptcy" shall mean the dissolution or termination of a Party's existence as a going
business, insolvency, appointment of receiver for any party of such Party's property and such
appointment is not terminated within ninety(90)days after such appointment is initially made,any
general assignment for the benefit of creditors,or the commencement of any proceeding under any
bankruptcy or insolvency laws by or against such party and such proceeding is not dismissed
within ninety (90) days after the filing thereof
"Building" shall mean that property and building located at 2545 Lakeshore Drive.
"Business Operations" shall mean professional commercial office space provided by
Company, including the location of their corporate office that provides strategic support to
business, industry, and government in a range of practice areas including site selection and
economic development, environmental and regulatory affairs, criminal justice, business
development, grant writing and grant management.
"Capital Investment" shall mean those items set forth in Article IV Section 1.
"City" shall mean the City of Port Arthur, Texas.
"Compliance Reporting Form" shall mean the certification by Company on the forms
provided by the PAEDC, attached hereto as Exhibit B that the obligations outlined within this
Performance Agreement have been fulfilled.
"Effective Date" shall be the date of the last signing by a Party to this Agreement.
"Expiration Date" shall mean the date of termination provided for under Article VII of this
Agreement.
"Force Majeure" shall mean any contingency or cause beyond the reasonable control of a
Party, including, without limitation, natural disasters or other acts of God or the public enemy,
war, riot, civil commotion, insurrection, government or de facto governmental action, fires,
explosions, floods, strikes, lock-outs, slowdowns, work stoppages, unusual and unforeseeable
delay that results from an interruption or failure of any public utilities,(e.g.,electricity,gas,water),
terrorism,bioterrorism,pandemic or epidemic.
"Full-Time" shall mean the number of the Company's employees (a) that have a regular work
schedule of at least 36 hours per week as reported on the Texas Employers Quarterly Wage Report
from the Texas Workforce, (b) are entitled to at least the customary employer-sponsored benefits
package afforded by the Company to its similarly situated employees,(c)meet the minimum salary
threshold for their respective roles based on the Beaumont-Port Arthur MSA wage data published
by the Bureau of Labor Statistics (BLS) and (d) who are full-time residents of the City of Port
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R.
Arthur; and "Primary job" when applicable, shall mean a job that is available at a company for
which a majority of the products or services of that company are ultimately exported to regional,
statewide, national, or international markets infusing new dollars into the local economy and is
included in one of the sectors of the North American Industry Classification System defined in
Section 501.002(12) of the Act.
"Incentive Funds" shall mean those payments as described in Article V, Section 1.
"Project" shall mean the Capital Investment for improvements, infrastructure, equipment,
and job creation as provided herein.
ARTICLE IV
PERFORMANCE OBLIGATIONS OF COMPANY
The obligation of the PAEDC to pay funds from the PBC Incentive shall be conditioned
upon the Company's continued compliance with and satisfaction of each of the Company's
obligations under this Article IV (the "Performance Obligations").
1. Capital Investment. The Company shall make a new Capital Investment of at least
nine hundred eighty-five thousand five hundred dollars ($985,500.00) for the property
acquisition of, and Building improvements for, the operations of the Company and as specifically
depicted in Exhibit"A," on or before December 31, 2026.
2. New Full Time Primary Jobs. The Company shall create two (2) new Full-Time
Primary Jobs within the first year of operation in exchange for the Incentive Funds as provided in
Article V and shall maintain those jobs throughout the term of this Agreement. Employees filling
these positions must be residents of the City.
New Full-Time Primary Job Certification. By February 15 of each following Calendar
Year the Company shall submit to the PAEDC a certification, in the form attached hereto as
Exhibit "A" that the Company has complied with the New Full-Time Primary Job creation
requirements.
3. Company shall begin Business Operations in the Building within eighteen (18)
months of the effective date and shall, within five (5) business days after having received a
certificate of occupancy, provide the PAEDC with a copy of the certificate of occupancy.
4. Company shall continue Business Operations in the Building for a period of five
(5)years from the date that Company receives a certificate of occupancy for the Building from the
City of Port Arthur and shall provide the PAEDC with annual property tax payment receipts as
verification.
ARTICLE V
PAEDC OBLIGATIONS
1. Incentive Funds. Subject to the conditions provided herein, the PAEDC shall
release the Incentive funds pursuant to the following schedule:
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(a) Distribution 1 —A cash incentive in the amount of up to three hundred and
ninety-four thousand dollars ($394,000.00) shall be paid to the Company no later
than 30 days following the PAEDC's receipt of confirmation of Company's
completion of capital investment, said confirmation to be in the form of proof of
expenditures and project verification by way of an on-site inspection.
(b) Distribution 2 — Optional Employment and Payroll Incentive 1: A cash
incentive in the amount of$1,000 for each of the two Full-Time Jobs created and
maintained by December 31, 2027 (Year 1), the total amount of which shall not
exceed $2,000.00, and which shall be paid to the Company no later than 30 days
following the receipt by the PAEDC of the Compliance Reporting Form(including
W-2s and other information as may be required by the PAEDC to confirm
compliance).
(c) Distribution 3 — Optional Employment and Payroll Incentive 2: A cash
incentive in the amount of$1,000 for each of the two Full-Time Jobs maintained
through December 31, 2028 (Year 2), the total amount of which shall not exceed
$2,000.00,and which shall be paid to the Company no later than 30 days following
the receipt by the PAEDC of the Compliance Reporting Form(including W-2s and
other information as may be required by the PAEDC to confirm compliance).
(d) Distribution 4 — Optional Employment and Payroll Incentive 3: A cash
incentive in the amount of$1,000 for each of the two Full-Time Jobs maintained
through December 31, 2029 (Year 3), the total amount of which shall not exceed
$2,000.00, and which shall be paid to the Company no later than 30 days following
the receipt by the PAEDC of the Compliance Reporting Form(including W-2s and
other information as may be required by the PAEDC to confirm compliance).
2. The Company shall, within thirty (30) days of a written request of the PAEDC,
provide any internal backup that the PAEDC may request to verify compliance of the Performance
Obligations of Company.
ARTICLE VI
COVENANTS AND DUTIES
1. Covenants and Duties. The Company makes the following covenants and
warranties to the PAEDC and agrees to timely and fully perform the obligations and duties
contained in Article IV of this Agreement.
(a) The Company is authorized to do business and is in good standing in the
State of Texas and shall remain in good standing in the State of Texas during any
term of this Agreement.
(b) The execution of this Agreement has been duly authorized by the Company,
and the individual signing this Agreement is authorized to execute such Agreement
and bind the Company. Said authorization, signing, and binding effect is not in
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contravention of any law, rule, regulation, or of the provisions of the Company's
organizational documents, or of any agreement or instrument to which the
Company is a party to or by which it may be bound.
(c) The Company is not a party to any Bankruptcy proceedings currently
pending or contemplated, and the Company has not been informed of any potential
involuntary Bankruptcy proceedings.
(d) To its current,actual knowledge,the Company has acquired and maintained
all necessary rights, licenses, permits, and authority to carry on its business in the
City and will continue to use its best efforts to maintain all necessary rights,
licenses,permits, and authority.
(e) The Company agrees to obtain or cause to be obtained,all necessary permits
and approvals from City and/or all other governmental agencies having jurisdiction
over the Project.
(f) The Company shall be responsible for paying, or causing to be paid, to the
City and all other governmental agencies the cost of all applicable permit fees and
licenses required for construction of the Project. The Company agrees to develop
the Project in accordance with the ordinances, rules, and regulations of the City in
effect on the date the Project was designed, unless specified otherwise in this
Agreement or in another agreement between the Parties.
(g) The Company agrees to commence and complete the Project in strict
accordance with this Agreement.
(h) The Company shall cooperate with the PAEDC in providing all necessary
information to assist the PAEDC in complying with this Agreement. Cooperation
shall include, but not be limited to, providing evidence and copies of construction
contracts, payments for construction, permits, construction supply purchases, and
any other documentation deemed necessary by PAEDC to substantiate the reported
Capital Investment.
(i) During the term of this Agreement, Company agrees to not knowingly
employ any undocumented workers as part of the Project, and, if convicted of a
violation under 8 U.S.C. Section 1324a(1),Company shall be in Default(as defined
below). Company is not liable for an unknown violation of this Section by a
subsidiary,affiliate,or franchisee of Company or by a person with whom Company
contracts, provided however that identical federal law requirements provided for
herein shall be included as part of any agreement or contract which Company enters
into with any subsidiary, assignee, affiliate, or franchisee for which the PBC
Incentive provided herein will be used.
(j) Company shall not be in arrears and shall be current in the payment of all
City taxes and fees.
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(k) During the term of this Agreement, Company agrees to not knowingly
employ any undocumented workers as part of the Project, and, if convicted of a
violation under 8 U.S.C.Section 1324a(1),Company shall be in Default(as defined
herein).
2. PAEDC's Covenants and Duties.
(a) The PAEDC represents and warrants to the Company that the execution of
this Agreement has been duly authorized by the PAEDC, and the individual
signing this Agreement is empowered to execute such Agreement and bind the
PAEDC. Said authorization, signing, and binding effect is not in contravention of
any law, rule, regulation, or of the provisions of the PAEDC's organizational
documents, or of any agreement or instrument to which the PAEDC is a party to
or by which it may be bound.
(b) PAEDC shall cooperate with the Company in providing all necessary
information and documentation to assist the Company in complying with this
Agreement.
ARTICLE VII
TERMINATION
1. Termination. This Agreement shall terminate upon the earliest occurrence of any
one or more of the following:
(a) The mutual agreement of the Parties, as reflected in writing signed by the
Parties;
(b) The Company satisfying all the Performance Obligations set forth in
Article IV, but in no event later than April 1, 2032 or
(c) The PAEDC electing to terminate this Agreement by written notice to the
Company following an Event of Default by the Company, as defined by and in
accordance with Article VIII.
ARTICLE VIII
DEFAULT
1. The Company's Events of Default. The following shall be considered a"Default"
by the Company:
(a) Failure of the Company to timely perform any term, covenant, obligation,
duty, or agreement contained in this Agreement, including without
limitation its Performance Obligations; or
(b) PAEDC determines that any representation or warranty contained herein in
or in any financial statement, certificate, report or opinion prepared and
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submitted to PAEDC in connection with or pursuant to the requirements of
this Agreement was false, incorrect or misleading in any material respect
when made; or
(c) Any judgment is assessed against the Company or any attachment or other
levy against the property of the Company with respect to a claim remains
unpaid,unstayed on appeal,not discharged,not bonded or not dismissed for
a period of one hundred eighty (180) days; or
(d) The Company makes an assignment for the benefit of creditors; files a
petition in bankruptcy; is adjudicated insolvent or bankrupt; commences
any action relating to the Company under any reorganization, arrangement,
readjustment of debt, dissolution or liquidation law or statute of any
jurisdiction whether now or hereafter in effect; or if there is commenced
against the Company any such action and such action remains undismissed
or unanswered for a period of ninety (90) days from such filing.
2. PAEDC Events of Default. PAEDC failure to fulfill any obligation set forth within
the terms and conditions of this Agreement shall be deemed a"Default"by the PAEDC.
3. Remedies for Default.
(a) In the event of Default by the Company, the PAEDC shall give the
Company written notice of such Default and if the Company has not cured
such Default within 60 days after receipt of such Notice, an "Event of
Default" by the Company shall have occurred. Upon the occurrence and
during the continuance of an Event of Default by the Company,the PAEDC
shall have the right to terminate this Agreement, and pursue all rights and
remedies provided by applicable law. After such termination by the
PAEDC,the PAEDC shall have no further obligation to the Company under
this Agreement. The PAEDC also retains the right, at its sole discretion,to
withhold payment of any Incentive funds during the continuance of any
such Default, or, following termination of this Agreement in accordance
with this paragraph 3, require repayment of all or any portion of Incentive
funds already paid, as may be appropriate in consideration of the
circumstances leading to such termination and whether such Incentive funds
already paid due to valid compliance with one or more Performance
Obligations as provided in Article IV, and as certified with the PAEDC.
(b) In the event of Default by the PAEDC,the Company shall give the PAEDC
written notice of such Default and if the PAEDC has not cured such Default
within 60 days after receipt of such Notice, an "Event of Default" by the
PAEDC shall have occurred. Upon the occurrence and during the
continuance of an Event of Default by the PAEDC,the Company shall have
the right to terminate this Agreement, and pursue all rights and remedies
provided by applicable law. After such termination by the Company, the
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Company shall have no further obligation to the PAEDC under this
Agreement.
(c) Recapture. Specifically, in the event of Default by the Company, the
PAEDC shall, as a remedy for Default hereunder, after providing Company
notice and an opportunity to cure, have the right to discontinue all future
Incentive Funds and recapture all amounts previously paid under this
Agreement (as applicable, the "Recaptured Amount"). The Recaptured
Amount shall be paid by the Company, to the PAEDC, within sixty (60)
days after the date Company is notified by the PAEDC of such Default(the
"Payment Date") provided said Default was not cured. In the event the
Recaptured Amount is not repaid by the applicable Payment Date, the
unpaid portion thereof shall accrue interest at the rate of seven percent
(7.00%)per annum from the Effective Date until paid in full.
ARTICLE IX
MISCELLANEOUS
1. Binding Agreement. The terms and conditions of this Agreement shall be binding
on and inure to the benefit of the Parties, and their respective successors and assigns. This
Agreement is not binding until it has been approved by the Port Arthur Economic Development
Corporation and the City of Port Arthur; upon said approval, the Chief Executive Officer of the
PAEDC shall be responsible for the administration of this Agreement and shall have the authority
to execute any instruments, duly approved by the PAEDC, on behalf of the Parties related thereto.
2. Mutual Assistance. The Parties will do all things reasonably necessary or
appropriate to carry out the terms and provisions of this Agreement and to aid and assist each other
in carrying out such terms and provisions.
3. Independent Contractors.
(a) It is expressly understood and agreed by all Parties hereto that in performing
their services hereunder, Company at no time will be acting as an agent of
the PAEDC and that all consultants or contractors engaged by Company
respectively will be independent contractors of Company; and nothing
contained in this Agreement is intended by the Parties to create a partnership
or joint venture between the Parties and any implication to the contrary is
hereby expressly disavowed the Parties hereto understand and agree that the
PAEDC will not be liable for any claims that may be asserted by any third
party occurring in connection with services performed by Company
respectively under this Agreement, unless any such claims are due to the
fault of the PAEDC.
(b) By entering into this Agreement, except as specifically set forth herein,the
Parties do not waive, and shall not be deemed to have waived, any rights,
immunities, or defenses either may have, including the defense of parties,
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and nothing contained herein shall ever be construed as a waiver of
sovereign or official immunity by the PAEDC, with such rights being
expressly reserved to the fullest extent authorized by law and to the same
extent which existed prior to the execution hereof.
(c) No employee of the PAEDC,or any board member or agent of the PAEDC,
shall be personally responsible for any liability arising under or growing out
of this Agreement.
4. Notice. Any notice required by or permitted under this Agreement must be in
writing. Notice may be given by certified or registered mail, personal delivery, courier delivery,
or e-mail and will be effective when received,provided that(a) any notice received on a Saturday,
Sunday, or holiday will be deemed to have been received on the next day that is not a Saturday,
Sunday, or holiday and (b) any notice received after 5:00 P.M. local time at the place of delivery
on a day that is not a Saturday, Sunday, or holiday will be deemed to have been received on the
next day that is not a Saturday, Sunday,or holiday. Any address for notice may be changed by not
less than ten days' prior written notice given as provided herein.
If intended for PAEDC: Port Arthur Economic Development Corporation
Attention: Chief Executive Officer
501 Procter Street, Suite 100.
Port Arthur, TX 77640
With a copy to:
Denton,Navarro, Rocha, Bernal, &Zech, PC
Attention: Charles E. Zech
2500 W. William Cannon, Suite 609
Austin, Texas 78745
If to Company: CGLR Properties, LLC
Attention: Carl Griffith
26985 Interstate 10
Winnie, TX 77665
5. Governmental Records. All invoices, records and other documents required for
submission to the PAEDC pursuant to the terms of this Agreement are Governmental Records for
the purposes of Texas Penal Code Section 37.10.
6. Governing Law. The Agreement shall be governed by the laws of the State of
Texas, and the venue for any action concerning this Agreement shall be in the Courts of Jefferson
County, Texas, United States of America. The Parties agree to submit to the personal and subject
matter jurisdiction of said court.
7. Amendment. This Agreement may be amended by mutual written agreement of the
Parties, as approved by the Board of Directors by the PAEDC and the City of Port Arthur.
8. Legal Construction. In the event any one or more of the provisions contained in
this Agreement shall, for any reason,be held invalid, illegal, or unenforceable in any respect, such
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invalidity, illegality, or unenforceability shall not affect other provisions of this Agreement,and it
is the intention of the Parties to this Agreement that, in lieu of each provision that is found to be
illegal, invalid,or unenforceable, a provision be added to this Agreement which is legal,valid and
enforceable and is as similar in terms as possible to the provision found to be illegal, invalid, or
unenforceable.
9. 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, whatever its
meaning or application, be interpreted fairly and reasonably and neither more strongly for or
against any Party.
10. Entire Agreement. This Agreement constitutes the entire agreement between the
Parties with respect to the subject matter covered in this Agreement. There is no other collateral
oral or written agreement between the Parties that, in any manner, relates to the subject matter of
this Agreement, except as provided for in any Exhibits attached hereto or duly executed
amendments to this Agreement.
11. 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.
12. Counterparts. This Agreement may be executed in counterparts. Each of the
counterparts shall be deemed an original instrument,but all of the counterparts shall constitute one
and the same instrument.
13. Exhibits. Any Exhibits attached hereto are incorporated by reference for all
purposes.
14. Survival of Covenants. Any of the representations, warranties, covenants, and
obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period
of time following the termination of this Agreement shall survive termination.
15. Indemnification. COMPANY SHALL RELEASE, HOLD HARMLESS,
DEFEND AND INDEMNIFY THE PAEDC,INCLUDING ITS RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES AND REPRESENTATIVES, AND THE CITY COUNCIL
MEMBERS AND MAYOR INDIVIDUALLY AND ACTING IN THEIR CAPACITY OF
REVIEWING AND APPROVING ACTIONS OF THE PAEDC (COLLECTIVELY "THE
INDEMNITEES")FROM AND AGAINST ANY AND ALL SUITS,CLAIMS AND OTHER
DEMANDS OF EVERY TYPE WHATSOEVER, INCLUDING ALL REASONABLE
ATTORNEY'S FEES AND COSTS, ARISING FROM OR OTHERWISE RELATING TO
THE PAEDC CONTRIBUTION(WHERE SUCH SUIT,CLAIM,OR DEMAND IS BASED
ON COMPANY PROVIDING INCORRECT DATA) OR THE DESIGN,
CONSTRUCTION OR OPERATION OF THE FACILITY, AND SUCH OBLIGATION
SHALL NOT BE AFFECTED BY ANY ACTUAL OR ALLEGED NEGLIGENCE,
CONTRIBUTORY NEGLIGENCE, OR STRICT LIABILITY ON THE PART OF THE
INDEMNITEES (OTHER THAN AS A RESULT OF THE GROSS NEGLIGENCE,
RECKLESS DISREGARD, OR WILLFUL MISCONDUCT OF THE INDEMNITEES).
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16. Additional Instruments. The Parties agree and covenant to cooperate, negotiate in
good faith,and to execute such other and further instruments and documents as may be reasonably
required to fulfill the public purposes provided for and included within this Agreement.
17. Force Majeure. Whenever a period of time is herein prescribed for action to be
taken by Company, Company shall not be liable or responsible for, and there shall be excluded
from the computation of any such period of time, any delays due to causes of any kind whatsoever
which are caused by Force Majeure.
18. Time Periods. Unless otherwise expressly provided herein, all periods for delivery
or review and the like will be determined on a "calendar" day basis. If any date for performance,
approval, delivery or Closing falls on a Saturday, Sunday or legal holiday (state or federal) in the
State of Texas, the time therefor will be extended to the next day which is not a Saturday, Sunday
or legal holiday.
19. Assignability. This Agreement may be assigned to a domestic owner, parent or
subsidiary of the Company qualified to do business in the State of Texas,the assignment of which
will be in writing and signed by the Company and Company's assignee.
20. Legal Fees in Preparation of Agreement. Each Party shall bear its own legal fees
in connection with the negotiation of this Agreement. The Company commits to reimburse the
PAEDC for the necessary legal fees in the preparation of any amendment to this Agreement,if and
when such amendment is requested by the Company. Timely payment shall be made within sixty
(60) days of submittal of invoice to the Company by the PAEDC or its assigns.
[SIGNATURE PAGE IMMEDIATELY FOLLOWING]
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Executed on this day of , 2025
COMPANY:
CGLR PROPERTIES LLC
By:
Name: Carl Griffith
Title: Managing Member
Executed on this day of , 2025
PORT ARTHUR ECONOMIC
DEVELOPMENT CORPORATION
By:
Name:Terry Stokes
Title: Chief Executive Officer
APPROVED AS TO FORM:
By:
PAEDC Attorney
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