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Ordinance No. 7,414ORDINANCE NO. 7414 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, APPROVING THE PROPOSAL AND AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST TO A TAX ABATEMENT AGREEMENT WITH HAZELWOOD ENTERPRISES, INCORPORATED, FOR PROPERTY LOCATED WITHIN THE HAZELWOOD REINVESTMENT ZONE; 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, Texas hereby approves the proposal and authorizes and directs the Mayor and City Clerk of the City of Baytown to execute and attest to a Tax Abatement Agreement with Hazelwood Enterprises, Incorporated, for property located within the Hazelwood Reinvestment Zone. Such agreement is attached hereto as Exhibit "A" and incorporated herein for all intents and purposes. Section 2: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of Baytown this the 28th day of September, 1995. ATTEST: /442,g, EILEEN P. HALL, City Clerk APPROVED AS TO FORM: NACIO RAMIREZ, B:KLH9/ABATEMENT.ORD ., City Attorney PETE C. AL O, Mayor TAX ABATEMENT AGREEMENT FOR PROPERTY LOCATED IN THE HAZELWOOD REINVESTMENT ZONE STATE OF TEXAS § COUNTY OF HARRIS § This Tax Abatement Agreement (hereinafter referred to as the "Agreement") is executed between the CITY OF BAYTOWN, TEXAS, (hereinafter referred to as the "CITY"), and HAZELWOOD ENTERPRISES, INCORPORATED, a Texas corporation (hereinafter referred to as ("HEI"), the owner of taxable property in Harris County, Texas, located in the HAZELWOOD REINVESTMENT ZONE (the "Reinvestment Zone") . 1 - AUTHORIZATION This Agreement is authorized by the Texas Property Redevelopment and Tax Abatement Act, Tax Code, Chapter 312, V.A.T.S., as amended, and by Ordinance No. 1.114 of the City Council of the CITY, providing for the designation of the HAZELWOOD REINVESTMENT ZONE (hereinafter "Reinvestment Zone"). EXHIBIT A 2 - DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below: a. "Base Year Value" means the January 1, 1995, appraised value of the property within the Reinvestment Zone as certified by the Harris County Appraisal District as of that date, plus the agreed upon value of eligible property improvements made after January 1 but before the effective date of the Agreement. b. "Improvements" means the Golf Clubhouse and allied Restaurant and "Pro Shop", Golf Cart storage and repair building, and all other buildings, or portions thereof, and other improvements erected by or under its direction of HEI after the effective date of this Agreement, including, not by way of limitation, all qualifying fixed machinery; equipment; underground water lines; underground water sprinkler system, including allied piping, sprinkler heads, pumps and automatic timing and control equipment; golf ball washers; signs; golf cart paths; driveways and parking lots; fences; outdoor lighting facilities; and all other site improvements which are used in connection with the operation of an eighteen (18) hole golf course for a commercial purpose, i. e., a public golf course, and that are constructed, erected and/or installed by HEI on the property located in the Reinvestment Zone from, on and after the effective date of this Agreement. c. "Abatement" means the full or partial exemption from ad valorem taxes of certain property in the Reinvestment Zone designated for economic development purposes. d. "Eligible Property" means the buildings, structures, fixed machinery and equipment, site improvements, plus that office space and related fixed improvements necessary to the operation and administration of the Golf Course to be constructed on the property within the Reinvestment Zone, including, not by way of limitation, the Improvements. e. "New Eligible Property" means the Eligible Property, the construction, erection and/or installation of which commences subsequent to the date of execution of this Agreement. -2- f. "Ineligible Property" means land; inventories; supplies; tools; furnishings, and other forms of movable personal property; vehicles; vessels; aircraft; housing; hotel accommodations; deferred maintenance investments; property to be rented or leased unless this Agreement is executed by both the Lessor and Lessee of such property; improvements for the generation or transmission of electrical energy not wholly consumed by a new facility or expansion; any improvements, including those to produce, store or distribute natural gas, fluids or gases, which are not integral to the operation of the facility; property which has an economic life of less than 15 years; or any property owned or used by the State of Texas or its political subdivisions or by any organization owned, operated or directed by a political subdivision of the State of Texas. The Guidelines and Criteria for Granting Tax Abatement in a Reinvestment Zone created in the City of Baytown, Harris County, Texas, were initially adopted by the CITY in December of 1989, and subsequently modified and amended by the CITY in July of 1990 in July of 1992, and in September of 1995, (collectively, as amended, the "Guidelines and Criteria"), and such Guidelines and Criteria are incorporated herein by reference and made a part hereof for all intents and purposes. All definitions set forth therein are applicable to this Agreement. 3 - PROPERTY The Reinvestment Zone is an area within the City of Baytown, Harris County, Texas, comprising approximately 209.8083 acres, more or less, as described by the metes and bounds description thereof -3- in three (3) separate tracts and attached hereto as Exhibit "A" and incorporated herein for all purposes. The property subject to this Agreement is located within the Reinvestment Zone and is more fully described in Exhibit "B," attached hereto and made a part hereof for all intents and purposes. The Harris County Appraisal District has established the following base year values for the Subject Property as of January 1, 1995, as follows, to -wit: TRACT I AND II Account Number 041-021-002-0050 (Tract I and II comprise .163088625 of this account) Land Only $ 452,619.86 Improvements $ - 0 - Personal Property $ - 0 - 4 - VALUE AND TERM OF AGREEMENT This tax abatement shall be effective with the January 1st valuation date immediately following the date of execution of this Agreement. In each year that this Agreement is in effect, the amount of abatement shall be an amount equal to the percentage indicated below of the taxes assessed upon the increase in market -4- value of the premises resulting from construction of the Improvements over the Base Year Value. The value of New Eligible Properties shall be abated in accordance with the following scale: Year Abated Percentage of Value Abated Construction Period (maximum 2 years) 100% 1st year after construction 100% 2nd year after construction 75% 3rd year after construction 50% 5 - TAXABILITY During the period that this tax abatement is effective, taxes shall be payable as follows: 1. The value of Ineligible Property shall be full taxable. 2. The Base Year Value of the existing Eligible Property, as determined each year, if any, shall be fully taxable. 3. The full value of New Eligible Property shall be abated as set forth in Section 4 herein. 6 - CONTEMPLATED IMPROVEMENTS HEI represents that it will construct on the property as described in Exhibit "B," the vast majority of an eighteen (18) hole public golf course, including, not by way of limitation, all of the Improvements, with an approximate cost of $3,500,000.00. -5- HEI contemplates that this project will add at least fifteen (15) employees on a permanent basis to the payroll of HEI in connection with the operation of the completed golf course. Additionally, HEI anticipates that at least fifteen (15) persons will be employed on a temporary basis during the Construction Phase of the golf cour-se. The golf course is not expected to solely or primarily have the effect of transferring employment from one part of the City of Baytown, Texas, to another. The construction of the Improvements is necessary because the golf course cannot be operated, nor the aforementioned employees employed by HEI, by using the existing facilities (none) located on the Subject Property (vacant unimproved land). Additionally, if new employees are necessary during the term of this Agreement, at least twenty- five percent (25%) of such employees must be residents of an Enterprise Zone located within the City of Baytown or economically disadvantaged individuals. HEI agrees that the construction of the Improvements will begin within ninety (90) days from the date this Agreement is executed, with completion estimated in September, 1996. All Improvements shall be completed in accordance with all applicable laws, ordinances, rules or regulations. -6- 7 - EVENT OF DEFAULT During the abatement period covered by this Agreement, the CITY may declare a default hereunder by HEI, if HEI fails to commence construction of the Improvements described in Section 6 above, within ninety (90) days from the date that this Agreement is executed, fails to complete construction on or before September 30, 1996, fails to construct the Improvements described in part 6 above, or refuses or neglects to comply with any of the terms of this Agreement, or makes any representation pursuant to this Agreement which is false or misleading in any material respect. Should the CITY determine that HEI is in default of this Agreement, the CITY shall notify HEI in writing prior to the end of the abatement period, and if such default is not cured within sixty (60) days from the date of such notice ("Cure Period"), then this Agreement may be terminated; provided, however, that in the case of default for causes beyond HEI's reasonable control which cannot with due diligence be cured within such sixty (60) day period as determined at the sole discretion of the City Manager, the Cure Period shall be deemed extended if HEI (i) shall immediately, upon the receipt of such notice, advise the CITY of HEI's intention to institute all steps necessary to cure such default and (ii) shall institute and thereafter prosecute to completion with reasonable -7- dispatch all steps necessary to cure same. On the other hand, if the default is caused by HEI's failure to commence with the project described herein within the above -referenced ninety (90) day time frame, this Agreement will terminate automatically with no further notice to HEI or opportunity to cure the default being necessary. If this contract is automatically terminated for HEI's default, all taxes previously abated by virtue of this Agreement, if any, will be recaptured and paid within thirty (30) days of the automatic termination. In the event that HEI allows its ad valorem taxes owed to the CITY to become delinquent and fails to timely and properly follow the legal procedures for their protest and/or contest, or if HEI violates any of the terms and conditions of this Agreement and fails to cure same during the Cure Period, then this Agreement may be terminated by the CITY, and all taxes previously abated by virtue of this Agreement will thereupon be recaptured by the CITY, and HEI shall be obligated to pay such recaptured taxes within sixty (60) days after the date of termination of this Agreement by the CITY. In the event that the Improvements and golf course described herein are completed and are opened for golf purposes on a commercial basis to the general public, but HEI subsequently ceases -8- to operate such Improvements and golf course on a commercial basis available to the general public for golf purposes, for any reason excepting fire, explosion or other casualty, accident or natural disaster, for a continual period of at least one (1) year during the abatement period, then this Agreement shall terminate. In the event of termination pursuant to the provisions of this paragraph, the abatement of the taxes for the calendar year during which the Improvements and golf course were no longer operating for commercial purposes and available to the general public for golf purposes, shall terminate, but there shall be no recapture of prior years' taxes abated by virtue of this Agreement. The taxes otherwise abated by virtue of the calendar year during which the Improvements and golf course were no longer operating for commercial purposes and available to the general public for golf purposes, shall be paid by HEI to the CITY prior to the delinquency date for such year; provided, however, that in no event shall HEI be required to pay such taxes within less than sixty (60) days after the date of termination of this Agreement. 8 - ADMINISTRATION This Agreement shall be administered on behalf of the CITY by the City Manager or his designee pursuant to the direction of the -9- City Council of the CITY. HEI shall allow employees and/or representatives of the CITY who have been designated herein, or subsequently designated by the City Manager of the CITY, to have access to this Reinvestment Zone during the Term of this Agreement to inspect the facility to determine compliance with the terms and conditions of this Agreement. All inspections will be made only after the giving of twenty-four (24) hours' prior notice to HEI, and then will only be conducted in such a manner as to not unreasonably interfere with the construction and/or operation of the Improvements or golf course. All inspections will be made with one or more representatives of HEI and in accordance with all of HEI's safety standards. Upon completion of the contemplated construction, the City Council of the CITY shall annually evaluate the Improvements and golf course to ensure compliance with the terms and provisions of this Agreement and shall report any possible defaults to the City Attorney of the CITY. The Chief Appraiser of the Harris County Appraisal District shall annually determine (i) the taxable value pursuant to the terms of this abatement of the real and personal property compromising this Reinvestment Zone, and (ii) the full taxable value without abatement of the real and personal property -10- comprising this Reinvestment Zone. The Chief Appraiser shall record both the abatement taxable value and the full taxable value of the real and personal property comprising the Reinvestment Zone, in the appraisal records. The full taxable value figure listed in the appraisal records shall be used to compute the amount of abated taxes that are required to be recaptured and paid in the event this Agreement is terminated in a manner under this Agreement that results in a recapture of such abated taxes. Each year HEI shall furnish such Chief Appraiser with such information as is outlined in Chapter 22, Tax Code, V.A.T.S., and as subsequently amended, as may be necessary for the administration of the abatement specified herein. In addition, HEI shall annually submit at a time requested by the Harris County Appraisal District a January employee count for the abated facility which shall correspond to employment counts reported in their Employer's Quarterly Report to the Texas Employment Commission, which submission shall be used to determine abatement eligibility and value for that year and shall be subject to audit if requested by the City Council of the CITY. If the CITY terminates this Agreement, then it shall provide HEI with written notice of such termination and the reasons therefor. If HEI believes that such termination was improper, then -11- HEI may file suit in the Harris County District Courts, appealing such termination, within ninety (90) days after receipt from the CITY of written notice of termination of this Agreement. If an appeal suit is filed in a timely manner, then HEI shall remit to the CITY within the later of (i) sixty (60) days after receipt of the notice of termination of this Agreement by the CITY, or (ii) fifteen (15) days after the date of filing of such suit, any additional information and/or recaptured taxes as may be payable during the pendency of the litigation pursuant to the payment provisions of Section 42.08, Tax Code, V.A.T.S. If the final determination of the appeal increases HEI's tax liability to the CITY above the amount of tax paid, then HEI shall remit the additional tax to the CITY pursuant to Section 42.42, Tax Code, V.A.T.S. If the final determination of the appeal decreases HEI's tax liability, the CITY shall refund to HEI,— the difference between the amount of tax paid by HEI and the amount of tax for which HEI is liable pursuant to Section 42.43, Tax Code, V.A.T.S. 9 - ASSIGNMENT HEI may assign this Agreement to a new owner or lessee of the Improvements and golf course, with the written consent of the CITY, after approval of such action by the City Council of the CITY, -12- which consent shall not be unreasonably withheld. Any assignment shall provide that the Assignee shall irrevocably and unconditionally assume all the duties and obligations of the Assignor upon the same terms and conditions as are set out in this Agreement. Any assignment of this Agreement shall be to an entity that contemplates the same Improvements to the Subject Property, except the extent of such Improvements as have already been Completed. No assignment shall be approved if HEI or its Assignee is indebted to the CITY for ad valorem taxes or other obligations. 10- - NOTICE Any notice required to be given under the provisions of this Agreement shall be in writing and shall be duly served when it shall have been deposited, enclosed in a wrapper with the proper postage prepaid thereon, and duly registered or certified, return receipt requested in a United State Post Office, addressed to the CITY or HEI at the following addresses. If mailed, any notice of communication shall be deemed to be received three (3) days after the date of deposit in the United State Mail. Unless otherwise provided in this Agreement, all notices shall be delivered to the following addresses: -13- If to HEI: Hazelwood Enterprises, Incorporated P. 0. Box 838 Baytown, Texas 77522 with a copy to: Daniel R. Elkins 4619 Country Club View Baytown, Texas 77521 If to the CITY: City of Baytown Attn: City Manager P. 0. Box 424 Baytown, Texas 77522 with a copy to: Ignacio Ramirez, Sr. City Attorney P. 0. Box 424 Baytown, Texas 77522 Either party may designate a different address by giving the other party ten (10) days written notice. 11 - Non -waiver Failure of the CITY to insist on the strict performance of any of the agreements herein or to exercise any rights or remedies accruing thereunder upon default or failure of performance shall -14- not be construed as 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. 12 - Venue This Agreement shall in all respects be interpreted and construed in accordance with and governed by the laws of the State of Texas, regardless of the place of its execution or performance. The place of making and the place of performance for all purposes shall be Baytown, Harris County, Texas. 13 - DATE The CITY executes this Agreement by and through its Mayor, acting pursuant to Ordinance No. so authorizing its execution, and the effective date of this Agreement is the date of the countersignature of the Mayor of the CITY hereon. This Agreement has been executed by the parties in multiple originals, each having full force and effect. -15- EXECUTED effective as of the date aforesaid. HAZELWOOD ENTERPRISES, INCORPORATED By: /v,.- L. TIM HAZELWOOD, President TOM HAZELWOOD, Secretary THE CITY OF BAYTOWN, TEXAS By: ATTEST: EILEEN P. HALL, City Clerk APPROVED AS TO FORM: PETE C. ALFARO, Mayor (Date) IGNACIO RAMIREZ, SR., City Attorney c:k1h/contract/taxabatement -16- HAZELWOOD REINVESTMENT ZONE PROPERTY DESCRIPTION TRACT NO. I - 192.9755 ACRES A 192.9755 acre tract of land out of the William Scott Lower League, Abstract No. 65, Harris County Texas, and being out of and a part of a 1541 acre tract of land conveyed to Ashbel Smith Land Company by B. W. Armstrong, et al, by deed dated November 29, 1935, and recorded in Volume 996 at Page 379 of the Deed Records of Harris County, Texas; such 192.9755 acre tract of land being more particularly described by metes and bounds as follows, to -wit: NOTE: ALL BEARINGS ARE LAMBERT GRID BEARINGS AND ALL COORDINATES REFER TO THE STATE PLANE COORDINATE SYSTEM, SOUTH CENTRAL ZONE, AS DEFINED BY ARTICLE 5300A OF THE REVISED CIVIL STATUTES OF THE7STATE OF TEXAS, 1927 DATUM. ALL DISTANCES ARE ACTUAL DISTANCES. REFERENCE IS MADE TO PLAT OF EVEN DATE ACCOMPANYING THIS METES AND BOUNDS DESCRIPTION. BEGINNING at a 1/2 inch iron rod set for the East corner of this tract of land at the intersection of the Northwest right of way line of Evergreen Road, 60 foot right of way, and the West right of way line of Tri City Beach Road, 80 foot right of way. This corner has a State Plane Coordinate Value of Y = 704,759.64 and X = 3,284,462.24. THENCE South 48 deg 04 min 31 sec West with the Southeast line of this tract and the Northwest right of way line of Evergreen Road a distance of 848.77 feet to a 1/2 inch iron set for a corner of this tract and the East corner of a 27.7906 acre tract of land surveyed this day; EXHIBIT "A" Page 1 of 8 THENCE in a Northwesterly and Southwesterly direction with the Southeast line of this tract and the Northwest line of said 27.7906 acre tract of land the following courses and distances: North 41 deg 55 min 29 sec West 201.80 feet to 1/2 inch iron rod; North 48 deg 04 min 31 sec East 120.00 feet to 1/2 inch iron rod; North 41 deg 55 min 29 sec West 286.29 feet to 1/2 inch iron rod; North 84 deg 16 min 36 sec West 462.80 feet to 1/2 inch iron rod; North 75 deg 27 min 28 sec West 285.17 feet to 1/2 inch iron rod; South 37 deg 19 min 05 sec West 281.60 feet to 1/2 inch iron rod; South 42 deg 43 min 37 sec West 685.70 feet to 1/2 inch iron rod; South 11 deg 49 min 04 sec West 856.72 feet to 1/2 inch iron rod; and South 81 deg 35 min 42 sec East 121.66 feet to 1/2 inch iron rod set for a corner of this tract and the most Southern South corner of said 27.7906 acre tract on a nontangent curve to the left concave Northeast; THENCE with the Southeast line of this tract and the Northwest line of said 27.7906 acre tract of land and said curve to the left having a central angle of 50 deg 21 min 20 sec, a radius of 231.79 feet, a length of 203.71 feet and a chord bearing and distance of South 16 deg 44 min 49 sec East 197.22 feet to a 1/2 inch iron rod for the point of tangency of this curve and a corner of this tract and a corner of said 27.7906 acre tract of land; EXHIBIT "A" Page 2 of 8 THENCE South 41 deg 55 min 29 sec East with the Southeast line of this tract and the Northwest line of said 27.7906 acre tract of land a distance of 172.54 feet to a 1/2 inch iron rod set for a corner of this tract and a corner of said 27.7906 acre tract of land in the Northwest right of way line of Evergreen Road; THENCE South 48 deg 04 min 31 sec West with the Southeast line of this tract and the Northwest right of way line of Evergreen Road a distance of 1604.55 feet to a 1/2 iron rod set for the South corner of this tract of land; THENCE North 41 deg 46 min 15 sec West with the Southwest line of this tract of land a distance of 387.84 feet to a 5/8 inch iron rod set for the Southwest corner of this tract of land; THENCE in a Northwesterly direction with the West line of this tract of land the following courses and distances: North 28 deg 22 min 50 sec East 857.91 feet a 3/4 inch iron rod; North 03 deg 03 min 30 sec East 360.18 feet a 3/4 inch iron rod; North 08 deg 25 min 45 sec West 780.82 feet a 5/8 inch iron rod; North 12 deg 12 min 35 sec East 598.86 feet a 5/8 inch iron rod; North 55 deg 20 min 10 sec East 924.01 feet a 5/8 inch iron rod; North 30 deg 58 min 10 sec West 577.16 feet a 5/8 inch iron rod; North 14 deg 37 min 06 sec East 799.25 feet a 5/8 inch iron rod; and EXHIBIT "A" Page 3 of 8 North 04 deg 17 min 47 sec West 832.62 feet a 3/4 inch iron rod set for the Northwest corner of this tract of land in the South line of the Missouri Pacific Railroad Company 100 foot right of way being a tract of land containing 11.56848 acres called Parcel No. 2 in a deed from Ashbel Smith Land Company to Missouri Pacific Railroad Company dated January 9, 1967, and recorded at County Clerk's File Number C443456 of the Official Public Records of Real Property of Harris County, Texas; THENCE South 87 deg 58 min 50 sec East with the North line of this tract and the South line of the Railroad right of way a distance of 2199.80 feet to a 3/4 inch iron rod set for the Northeast corner of this tract of land in the West right of way line of Tri City Beach Road; THENCE South 08 deg 13 min 35 sec East with the East line of this tract and the West right of way line of Tri City Beach Road a distance of 1694.41 feet to an iron rod found for the Southeast corner of this tract of land and the Northeast corner of a 4.0727 acre tract of land conveyed to Houston Lighting and Power Company by Ashbel Smith Land Company by deed dated April 27, 1967, and recorded in Volume 6770 at Page 168 of the Deed Records of Harris County, Texas; THENCE South 81 deg 49 min 10 sec West with the South line of this tract and the North line of said 4.0727 acre tract of land a distance of 350.00 feet to an iron rod found for an interior corner of this tract of land and the Northwest corner of said 4.0727 acre tract of land; THENCE South 08 deg 10 min 50 sec East with the East line of this tract and the West line of said 4.0727 acre tract of land a distance of 450.00 feet to an iron rod found for an interior corner of this tract of land and the Southwest corner of said 4.0727 acre tract of land in the North line of a Houston Lighting and Power Company Easement described as Second Tract in an instrument recorded in Volume 7720 at Page 236 of the Deed Records of Harris County, Texas; EXHIBIT "A" Page 4 of 8 THENCE South 80 deg 12 min 40 sec East with the North line of this tract, the North line of said Easement and the South line of said 4.0727 acre tract of land a distance of 367.95 feet to a 1/2 inch iron rod found for a corner of this tract of land and the Southeast corner of said 4.0727 acre tract of land in the West right of way line of Tri City Beach Road; and THENCE South 08 deg 10 min 50 sec East with the East line of this tract of land and the West right of way line of Tri City Beach Road a distance of 94.35 feet to the PLACE OF BEGINNING, containing within said boundaries 192.9755 acres of land. TRACT NO. II - 12.7608 ACRES A 12.7608 acre tract of land out of the William Scott Lower League, Abstract No. 65, Harris County Texas, and being out of and a part of a 1541 acre tract of land conveyed to Ashbel Smith Land Company by B. W. Armstrong, et al, by deed dated November 29, 1935, and recorded in Volume 996 at Page 379 of the Deed Records of Harris County, Texas; such 12.7608 acre tract of land being more particularly described by metes and bounds as follows, to -wit: NOTE: ALL BEARINGS ARE LAMBERT GRID BEARINGS AND ALL COORDINATES REFER TO THE STATE PLANE COORDINATE SYSTEM, SOUTH CENTRAL ZONE, AS DEFINED BY ARTICLE 5300A OF THE REVISED CIVIL STATUTES OF THE STATE OF TEXAS, 1927 DATUM. ALL DISTANCES ARE ACTUAL DISTANCES. REFERENCE IS MADE TO PLAT OF EVEN DATE ACCOMPANYING THIS METES AND BOUNDS DESCRIPTION. COMMENCING at a 1/2 inch iron rod set for the East corner of a 192.9755 acre tract of land surveyed this day at the intersection of the Northwest right of way line of Evergreen Road, 60 foot right of way, and the West right of way line of Tri City Beach Road, 80 foot right of way. This corner has a State Plane Coordinate Value of Y = 704,759.64 and X = 3,284,462.24. EXHIBIT "A" Page 5 of 8 THENCE South 48 deg 04 min 31 sec West with the Southeast line of said 192.9755 tract and the Northwest right of way line of Evergreen Road, at 848.77 feet to a 1/2 inch set for a corner of said 192.9755 acre tract and the East corner of a 27.7906 acre tract of land surveyed this day, in all a total distance of 908.77 feet to a 1/2 inch iron rod set for the East corner of this tract of land and a South corner of said 27.7906 acre and the POINT OF BEGINNING of this tract of land. This corner has a State Plane Coordinate Value of Y = 704,152.51 and X = 3,283,786.16; THENCE South 48 deg 04 min 31 sec West with the Southeast line of this tract of land and the Northwest right of way line of Evergreen Road a distance of 1885.75 feet to a 1/2 inch iron rod set for the South corner of this tract of land and an East corner of said 27.7906 acre tract of land; THENCE North 41 deg 55 min 29 sec West with the Southwest line of this tract and the Northeast line of said 27.7906 acre tract of land a distance of 172.54 feet to a 1/2 inch iron rod set for a corner of this tract of land and the point of curvature of a curve to the right concave Northeast; THENCE in a Northwesterly direction with the Southwest line of this tract and the Northeast line of said 27.7906 acre tract of land and said curve to the right having a central angle of 53 deg 44 min 33 sec, a radius of 171.79 feet, a length of 161.13 feet and a chord bearing and distance of North 15 deg 03 min 13 sec West 155.29 feet to a 1/2 inch iron rod set for a corner of this tract, a corner of said 27.7906 acre tract and the point of tangency of said curve; THENCE North 11 deg 49 min 21 sec East with the Southwest line of this tract of land and the Northeast line of said 27.7906 acre tract of land a distance of 12.03 feet to a 1/2 inch iron rod set for the West corner of this tract of land and a corner of said 27.7906 acre tract of land; THENCE North 45 deg 14 min 45 sec East with the Northwest line of this tract and the Southeast line of said 27.7906 acre tract of land a distance of 938.42 feet to a 1/2 inch iron rod set for a corner of this tract of land and a corner of said 27.7906 acre tract of land; EXHIBIT "A" Page 6 of 8 THENCE North 63 deg 17 min 50 sec East with the Northwest line of this tract and the Southeast line of said 27.7906 acre tract of land a distance of 900.16 feet to a 1/2 inch iron rod set for the North corner of this tract of land and a corner of said 27.7906 acre tract of land; and THENCE South 41 deg 55 min 29 sec East with the Northeast line of this tract and a Southwest line of said 27.7906 acre tract of land a distance of 128.16 feet to the PLACE OF BEGINNING, containing within said boundaries 12.7608 acres of land. TRACT NO III - 4.072 ACRES A 4.072 acre tract of land out of a 1541 acre tract of land in the William Scott League No. 2, Abstract No. 65, in Harris County, Texas, as described in Deed dated November 29, 1935, from B. W. Armstrong, et al, to Ashbel Smith Land Company, as recorded in Volume 996 at Page 379 of the Deed Records of Harris County, Texas, said 4.072 acre tract being described by metes and bounds as follows, all coordinates and bearing being referred to the Texas Plane Coordinate System South Central Zone, as established by the U. S. Coast and Geodetic Survey ("USC & GS") in 1934 and based on the position of USC & GS triangulation station "Evergreen 2": X = 3,280,379.16; Y = 701,077.70, to -wit: BEGINNING at a point having coordinate X = 3,284,447.7; Y = 704,851.6 in the Westerly right-of-way line of Tri City Beach Road at a point that is located N 8 deg 10 min 50 sec W, a distance of 94.3 feet from the intersection of said Westerly right-of-way line with the Northwesterly right-of-way line of Evergreen Road; THENCE from the point of beginning, N 8 deg 10 min 50 sec W, a distance of 563.52 feet to a point for corner; THENCE S 81 deg 49 min 10 sec W, a distance of 350 feet to a point for corner; EXHIBIT "A" Page 7 of 8 THENCE S 8 deg 10 min 50 sec E, a distance of 450 feet to a point for corner; THENCE S 80 deg 12 min 40 sec E, a distance of 367.95 feet, more or less, to the POINT OF BEGINNING, and containing 4.072 acres of land, more or less. b:zone.fn EXHIBIT "A" Page 8 of 8 SUBJECT PROPERTY TRACT NO. I - 192.9755 ACRES A 192.9755 acre tract of land out of the William Scott Lower League, Abstract No. 65, Harris County Texas, and being out of and a part of a 1541 acre tract of land conveyed to Ashbel Smith Land Company by B. W. Armstrong, et al, by deed dated November 29, 1935, and recorded in Volume 996 at Page 379 of the Deed Records of Harris County, Texas; such 192.9755 acre tract of land being more particularly described by metes and bounds as follows, to -wit: NOTE: ALL BEARINGS ARE LAMBERT GRID BEARINGS AND ALL COORDINATES REFER TO THE STATE PLANE COORDINATE SYSTEM, SOUTH CENTRAL ZONE, AS DEFINED BY ARTICLE 5300A OF THE REVISED CIVIL STATUTES OF THE`STATE OF TEXAS, 1927 DATUM. ALL DISTANCES ARE ACTUAL DISTANCES. REFERENCE IS MADE TO PLAT OF EVEN DATE ACCOMPANYING THIS METES AND BOUNDS DESCRIPTION. BEGINNING at a 1/2 inch iron rod set for the East corner of this tract of land at the intersection of the Northwest right of way line of Evergreen Road, 60 foot right of way, and the West right of way line of Tri City Beach Road, 80 foot right of way. This corner has a State Plane Coordinate Value of Y = 704,759.64 and X = 3,284,462.24. THENCE South 48 deg 04 min 31 sec West with the Southeast line of this tract and the Northwest right of way line of Evergreen Road a distance of 848.77 feet to a 1/2 inch iron set for a corner of this tract and the East corner of a 27.7906 acre tract of land surveyed this day; EXHIBIT "B" Page 1 of 7 THENCE in a Northwesterly and Southwesterly direction with the Southeast line of this tract and the Northwest line of said 27.7906 acre tract of land the following courses and distances: North 41 deg 55 min 29 sec West 201.80 feet to 1/2 inch iron rod; North 48 deg 04 min 31 sec East 120.00 feet to 1/2 inch iron rod; North 41 deg 55 min 29 sec West 286.29 feet to 1/2 inch iron rod; North 84 deg 16 min 36 sec West 462.80 feet to 1/2 inch iron rod; North 75 deg 27 min 28 sec West 285.17 feet to 1/2 inch iron rod; South 37 deg 19 min 05 sec West 281.60 feet to 1/2 inch iron rod; South 42 deg 43 min 37 sec West 685.70 feet to 1/2 inch iron rod; South 11 deg 49 min 04 sec West 856.72 feet to 1/2 inch iron rod; and South 81 deg 35 min 42 sec East 121.66 feet to 1/2 inch iron rod set for a corner of this tract and the most Southern South corner of said 27.7906 acre tract on a nontangent curve to the left concave Northeast; THENCE with the Southeast line of this tract and the Northwest line of said 27.7906 acre tract of land and said curve to the left having a central angle of 50 deg 21 min 20 sec, a radius of 231.79 feet, a length of 203.71 feet and a chord bearing and distance of South 16 deg 44 min 49 sec East 197.22 feet to a 1/2 inch iron rod for the point of tangency of this curve and a corner of this tract and a corner of said 27.7906 acre tract of land; EXHIBIT "B" Page 2 of 7 THENCE South 41 deg 55 min 29 sec East with the Southeast line of this tract and the Northwest line of said 27.7906 acre tract of land a distance of 172.54 feet to a 1/2 inch iron rod set for a corner of this tract and a corner of said 27.7906 acre tract of land in the Northwest right of way line of Evergreen Road; THENCE South 48 deg 04 min 31 sec West with the Southeast line of this tract and the Northwest right of way line of Evergreen Road a distance of 1604.55 feet to a 1/2 iron rod set for the South corner of this tract of land; THENCE North 41 deg 46 min 15 sec West with the Southwest line of this tract of land a distance of 387.84 feet to a 5/8 inch iron rod set for the Southwest corner of this tract of land; THENCE in a Northwesterly direction with the West line of this tract of land the following courses and distances: North 28 deg 22 min 50 sec East 857.91 feet a 3/4 inch iron rod; North 03 deg 03 min 30 sec East 360.18 feet a 3/4 inch iron rod; North 08 deg 25 min 45 sec West 780.82 feet a 5/8 inch iron rod; North 12 deg 12 min 35 sec East 598.86 feet a 5/8 inch iron rod; North 55 deg 20 min 10 sec East 924.01 feet a 5/8 inch iron rod; North 30 deg 58 min 10 sec West 577.16 feet a 5/8 inch iron rod; North 14 deg 37 min 06 sec East 799.25 feet a 5/8 inch iron rod; and EXHIBIT "B" Page 3 of 7 North 04 deg 17 min 47 sec West 832.62 feet a 3/4 inch iron rod set for the Northwest corner of this tract of land in the South line of the Missouri Pacific Railroad Company 100 foot right of way being a tract of land containing 11.56848 acres called Parcel No. 2 in a deed from Ashbel Smith Land Company to Missouri Pacific Railroad Company dated January 9, 1967, and recorded at County Clerk's File Number C443456 of the Official Public Records of Real Property of Harris County, Texas; THENCE South 87 deg 58 min 50 sec East with the North line of this tract and the South line of the Railroad right of way a distance of 2199.80 feet to a 3/4 inch iron rod set for the Northeast corner of this tract of land in the West right of way line of Tri City Beach Road; THENCE South 08 deg 13 min 35 sec East with the East line of this tract and the West right of way line of Tri City Beach Road a distance of 1694.41 feet to an iron rod found for the Southeast corner of this tract of land and the Northeast corner of a 4.0727 acre tract of land conveyed to Houston Lighting and Power Company by Ashbel Smith Land Company by deed dated April 27, 1967, and recorded in Volume 6770 at Page 168 of the Deed Records of Harris County, Texas; THENCE South 81 deg 49 min 10 sec West with the South line of this tract and the North line of said 4.0727 acre tract of land a distance of 350.00 feet to an iron rod found for an interior corner of this tract of land and the Northwest corner of said 4.0727 acre tract of land; THENCE South 08 deg 10 min 50 sec East with the East line of this tract and the West line of said 4.0727 acre tract of land a distance of 450.00 feet to an iron rod found for an interior corner of this tract of land and the Southwest corner of said 4.0727 acre tract of land in the North line of a Houston Lighting and Power Company Easement described as Second Tract in an instrument recorded in Volume 7720 at Page 236 of the Deed Records of Harris County, Texas; EXHIBIT "B" Page 4 of 7 THENCE South 80 deg 12 min 40 sec East with the North line of this tract, the North line of said Easement and the South line of said 4.0727 acre tract of land a distance of 367.95 feet to a 1/2 inch iron rod found for a corner of this tract of land and the Southeast corner of said 4.0727 acre tract of land in the West right of way line of Tri City Beach Road; and THENCE South 08 deg 10 min 50 sec East with the East line of this tract of land and the West right of way line of Tri City Beach Road a distance of 94.35 feet to the PLACE OF BEGINNING, containing within said boundaries 192.9755 acres of land. TRACT NO. II - 12.7608 ACRES A 12.7608 acre tract of land out of the William Scott Lower League, Abstract No. 65, Harris County Texas, and being out of and a part of a 1541 acre tract of land conveyed to Ashbel Smith Land Company by B. W. Armstrong, et al, by deed dated November 29, 1935, and recorded in Volume 996 at Page 379 of the Deed Records of Harris County, Texas; such 12.7608 acre tract of land being more particularly described by metes and bounds as follows, to -wit: NOTE: ALL BEARINGS ARE LAMBERT GRID BEARINGS AND ALL COORDINATES REFER TO THE STATE PLANE COORDINATE SYSTEM, SOUTH CENTRAL ZONE, AS DEFINED BY ARTICLE 5300A OF THE REVISED CIVIL STATUTES OF THE STATE OF TEXAS, 1927 DATUM. ALL DISTANCES ARE ACTUAL DISTANCES. _REFERENCE IS MADE TO PLAT OF EVEN DATE ACCOMPANYING THIS METES AND BOUNDS DESCRIPTION. COMMENCING at a 1/2 inch iron rod set for the East corner of a 192.9755 acre tract of land surveyed this day at the intersection of the Northwest right of way line of Evergreen Road, 60 foot right of way, and the West right of way line of Tri City Beach Road, 80 foot right of way. This corner has a State Plane Coordinate Value of Y = 704,759.64 and X = 3,284,462.24. EXHIBIT "B" Page 5 of 7 THENCE South 48 deg 04 min 31 sec West with the Southeast line of said 192.9755 tract and the Northwest right of way line of Evergreen Road, at 848.77 feet to a 1/2 inch set for a corner of said 192.9755 acre tract and the East corner of a 27.7906 acre tract of land surveyed this day, in all a total distance of 908.77 feet to a 1/2 inch iron rod set for the East corner of this tract of land and a South corner of said 27.7906 acre and the POINT OF BEGINNING of this tract of land. This corner has a State Plane Coordinate Value of Y = 704,152.51 and X = 3,283,786.16; THENCE South 48 deg 04 min 31 sec West with the Southeast line of this tract of land and the Northwest right of way line of Evergreen Road a distance of 1885.75 feet to a 1/2 inch iron rod set for the South corner of this tract of land and an East corner of said 27.7906 acre tract of land; THENCE North 41 deg 55 min 29 sec West with the Southwest line of this tract and the Northeast line of said 27.7906 acre tract of land a distance of 172.54 feet to a 1/2 inch iron rod set for a corner of this tract of land and the point of curvature of a curve to the right concave Northeast; THENCE in a Northwesterly direction with the Southwest line of this tract and the Northeast line of said 27.7906 acre tract of land and said curve to the right having a central angle of 53 deg 44 min 33 sec, a radius of 171.79 feet, a length of 161.13 feet and a chord bearing and distance of North 15 deg 03 min 13 sec West 155.29 feet to a 1/2 inch iron rod set for a corner of this tract, a corner of said 27.7906 acre tract and the point of tangency of said curve; THENCE North 11 deg 49 min 21 sec East with the Southwest line of this tract of land and the Northeast line of said 27.7906 acre tract of land a distance of 12.03 feet to a 1/2 inch iron rod set for the West corner of this tract of land and a corner of said 27.7906 acre tract of land; THENCE North 45 deg 14 min 45 sec East with the Northwest line of this tract and the Southeast line of said 27.7906 acre tract of land a distance of 938.42 feet to a 1/2 inch iron rod set for a corner of this tract of land and a corner of said 27.7906 acre tract of land; EXHIBIT "B" Page 6 of 7 • THENCE North 63 deg 17 min 50 sec East with the Northwest line of this tract and the Southeast line of said 27.7906 acre tract of land a distance of 900.16 feet to a 1/2 inch iron rod set for the North corner of this tract of land and a corner of said 27.7906 acre tract of land; and THENCE South 41 deg 55 min 29 sec East with the Northeast line of this tract and a Southwest line of said 27.7906 acre tract of land a distance of 128.16 feet to the PLACE OF BEGINNING, containing within said boundaries 12.7608 acres of land. b:zone.fn EXHIBIT "B" Page 7 of 7